R-05-04-14-14D2 - 4/14/2005RESOLUTION NO. R -05-04-14-14D2
WHEREAS, Parkside at Mayfield Ranch, Ltd. ("Developer") is the
owner of approximately 370.456 acres of land located within the
extraterritorial jurisdiction of the City of Round Rock ("City"), and
WHEREAS, Developer intends to develop the land as "Parkside at
Mayfield. Ranch" and has requested that the City consent to the
of a Municipal Utility District ("MUD") for said land, and
WHEREAS, the City wishes to enter into a Consent Agreement
Developer regarding the creation of the MUD, Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on
behalf of the City a Consent Agreement with Parkside at Mayfield Ranch,
the
creation
with
Ltd.;
a copy of same being attached hereto as Exhibit "A" and
incorporated herein for all purposes.
The City Council hereby finds and declares that
written notice of
the date, hour, place and subject of the meeting at which this
Resolution was adopted was posted and that such meeting was open to the
public as required by law at all times during which this Resolution and
the subject matter hereof were discussed, considered and formally acted
upon, all as required by the Open Meetings Act, Chapter 551, Texas
Government Code, as amended.
RESOLVED this 14th day of April, 2005.
ST'':
L iYLQJ k ' 1(Ate/ne
WELL, M- or
City of Round Rock, Texas
CHRISTINE R. MARTINEZ, City Secre4ary
@PPDesktcp\::ODMA/WORLDOX/O:/WDOX/RESOLOTI/R5041402.WPD/sc
183465-7 03/08/2005
CONSENT AGREEMENT
BETWEEN
CITY OF ROUND ROCK, TEXAS
AND
PARKSIDE AT MAYFIELD RANCH, LTD.
1
EXHIBIT
"An
CONSENT AGREEMENT
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This Consent Agreement ("Agreement") is between the City of Round Rock, Texas (the
"City"), a home -rule city located in Williamson County, Texas and Parkside at Mayfield
Ranch, Ltd., a Texas limited partnership ("Developer").
INTRODUCTION
Developer owns or has an option to purchase approximately 370.456 acres of land,
which, according to the City's official maps of its extraterritorial jurisdiction, is located within
the extraterritorial jurisdiction of the City (the "Land"). The Land is more particularly described
by metes and bounds on the attached Exhibit A, and its boundaries are depicted on the master
development plan attached as Exhibit B ("Master Development Plan").
Developer intends to develop the Land as "Parkside at Mayfield Ranch," a master -
planned, residential community that will include park and recreational facilities to serve the
community. Although the Land is located within the City's extraterritorial jurisdiction, it is not
located within the City's water or wastewater service areas, and the City will not provide water
supply or wastewater treatment services to the Land. Because the Land constitutes a significant
development area that will be developed in phases under a master development plan and will
receive water supply and wastewater services through utility providers other than the City,
Developer and the City wish to enter into this Agreement, which will provide an alternative to
the City's typical regulatory process for development, encourage innovative and comprehensive
master -planning of the Land, provide certainty of regulatory requirements throughout the term of
this Agreement and result in a high-quality development for the benefit of the present and future
residents of the City and the Land.
Therefore, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, including the agreements set forth below, the parties contract as follows.
ARTICLE I
DEFINITIONS
Section 1.01 Definitions. In addition to the terms defined elsewhere in this Agreement
or in the City's ordinances, the following terms and phrases used in this Agreement will have the
meanings set out below:
Agreement: This Consent Agreement between the City of Round Rock, Texas and
Developer.
Texas.
City: The City of Round Rock, Texas, a home rule city located in Williamson County,
183465-7 03/08/2005
City Manager: The City Manager of the City.
Master Development Plan: The Master Development plan for the Land submitted by
Developer on August 18, 2004, attached as Exhibit B, as amended from time to time in
accordance with this Agreement.
County: Williamson County, Texas.
Developer: Parkside at Mayfield Ranch, Ltd., a Texas limited partnership, or its
successors and assigns under this Agreement.
District: Parkside at Mayfield Ranch Municipal Utility District, a political subdivision of
the State of Texas, to be created over the Land, with the consent of the City, as provided in this
Agreement.
Effective Date of this Agreement: The date when one or more counterparts of this
Agreement, individually or taken together, bear the signature of all parties.
Georgetown: The City of Georgetown, Texas.
Land: Approximately 370.456 acres of land located in the City's extraterritorial
jurisdiction, described by metes and bounds on Exhibit A.
Master Development Fee: The fee to be paid by Developer to the City, as described in
Article II.
ARTICLE II
DEVELOPER'S COMMITMENTS TO THE CITY
Section 2.01 Master Development Fee. As consideration for this Agreement,
Developer agrees to pay the City a Master Development Fee of up to $1,600,000 out of proceeds
from the issuance of bonds by the District. This Master Development Fee will be calculated at
the rate of 8% of each bond reimbursement received by Developer from the District for
construction, geotechnical and engineering expenditures advanced by Developer for water,
wastewater and drainage facilities within the Land, in accordance with the formula attached as
Exhibit C. Each installment of the Master Development Fee will be payable to the City if, as
and when the bond reimbursement upon which the fee is calculated is received by Developer.
Section 2.02 Arterial H Extension. As additional consideration for this Agreement,
Developer has entered into a cost sharing agreement with the County and Highlands at Mayfield
Ranch, Ltd. ("Highlands") for the extension of two lanes of Arterial H, constructed to urban
standards, from Mayfield Ranch Section 7 west to Sam Bass Road, as shown on Exhibit D (the
"County Extension"). A copy of this agreement (the "Roadway Participation Agreement") is
attached as Exhibit E.
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183465-7 03/08/2005
ARTICLE III
MASTER DEVELOPMENT PLAN
Section 3.01 Phased Development. Developer intends to develop the Land in phases.
Portions of the Land not under active development may remain in use as income-producing
agricultural lands or as open space land.
Section 3.02 Master Development Plan; Exceptions. The City hereby confirms (i) its
approval of the Master Development Plan, and (ii) that the Master Development Plan complies
with the City's General Plan, as amended. The City approves the land uses, densities,
exceptions, roadway alignments and sizes and other matters shown on the Master Development
Plan, and confirms that the Master Development Plan has been approved by all required City
departments, boardsandcommissions.
Section 3.03 Development Review and Approval. The City agrees that Williamson
County will have the sole responsibility for review and approval of all construction plans,
concept plans, development plans, preliminary plans and subdivision plats within the Land, and,
except as provided in Section 5.02, no City review or approval will required and no related City
fees will be assessed. The City agrees to amend its interlocal agreement with Williamson
County to delegate the authority for such approvals to Williamson County. The foregoing
notwithstanding, the Developer agrees that the Land will be developed in accordance with all
City subdivision ordinance requirements which are applicable under Section 212.003, Texas
Local Government Code, subject to any modifications of such requirements provided by this
Agreement.
Section 3.04 Term of Approvals. The Master Development Plan will be effective for
the term of this Agreement. Any preliminary subdivision plat or final subdivision plat that is
consistent with the Master Development Plan, applicable City ordinances and state law will be
effective for the term of this Agreement.
Section 3.05 Amendments. Due to the fact that the Land comprises a significant land
area and its development will occur in phases over a number of years, modifications to the
Master Development Plan may become desirable due to changes in market conditions or other
factors. Variations of a concept plan, preliminary plat or final plat from the Master Development
Plan that do not increase the overall density of development of the Land, as contemplated by the
City's General Plan, including minor modifications of street alignments, minor changes in lot
lines, the designation of land for public or governmental uses, and changes in lot sizes that do not
result in an increase in the overall density of development of the Land (including any increase in
lot sizes resulting in a decrease in the total number of lots) will not require a change to the
Master Development Plan. Major changes to the Master Development Plan, including changes
that result in an increase in the overall density of development of the Land, will be subject to
review and approval by the City.
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183465-7 03/08/2005
ARTICLE IV
CREATION OF DISTRICT
Section 4.01 Consent to Creation of District. The City acknowledges receipt of
Developer's request, in accordance with Section 54.016, Texas Water Code and Section 42.042,
Texas Local Government Code, for creation of the District over the Land. On the Effective Date
of this Agreement, the City has approved the resolution attached as Exhibit F, consenting to the
inclusion of the Land within the proposed District. The City agrees that Exhibit F will
constitute and evidence the City's consent to the creation of the District within its extraterritorial
jurisdiction. The Developer has advised the City that the extraterritorial jurisdiction map
maintained by the City of Leander ("Leander") indicates that a portion of the Land, shown by the
City's maps and records to be within the City's extraterritorial jurisdiction, is within Leander's
extraterritorial jurisdiction. The Developer and the City believe this conflict to be the result of a
mapping error by Leander. The City agrees to cooperate with the Developer to resolve this
conflict so that all of the Land is clearly included only in the City's extraterritorial jurisdiction.
Section 4.02 Water and Wastewater Services to District. The Land is located
outside of the water and wastewater service areas of the City, and the City will have no
obligation to extend water or wastewater services to the Land under the terms of this Agreement.
The City acknowledges that, although the Land is located within the City's extraterritorial
jurisdiction, wastewater service is not available to the Land from the City. The City agrees that
the Developer may seek wastewater service for the Land through a contract with a customer of or
participant in the Brushy Creek Regional Wastewater System other than the City. The City
expressly consents to the provision of wastewater service to the Land by another customer of or
participant in the Brushy Creek Regional Wastewater System, and agrees to provide further
evidence of its consent if requested to do so by the Developer, the District, or the proposed
service provider.
Section 4.03 Street Lighting. Developer, or an electric utility, will construct all
required street lighting within the boundaries of the District, and the District will be required to
operate and maintain the street lighting within its boundaries.
Section 4.04 Annexation.
a. The City agrees that it will not annex the District until: (i) water, wastewater and
drainage facilities have been completed to serve at least 90% of the developable acreage within
the District; and (ii) (a) Developer has been reimbursed by the District for the water, wastewater
and drainage facilities in accordance with the rules of the Texas Commission on Environmental
Quality or (b) the City has expressly assumed the obligation to reimburse Developer under those
rules. The City agrees that a request for annexation will not be required to be submitted with any
final plat of property within the District.
b. Contemporaneously with the annexation of the land within the District, the City
will zone any undeveloped property within that District consistently with the land uses shown on
the Master Development Plan, and will zone all developed property consistently with the land
uses in existence on the date of the annexation.
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ARTICLE V
DEVELOPMENT MATTERS
Section 5.01 Generally. Developer will have the right to select the providers of
CATV, gas, electric, telephone, telecommunications and all other utilities and services,
including solid waste collection and recycling services, or to provide "bundled" utilities within
the Land.
Section 5.02 Drainage. Developer acknowledges that the Land will not be eligible for
participation in the City's regional detention facilities. Detention and water quality requirements
for the Land will be satisfied by Developer in accordance with applicable regulatory
requirements.
ARTICLE VI
PARK AND RECREATIONAL AMENITIES
Section 6.01 Parkland. The Developer agrees that not less than eight percent (8%) of
the Land will be dedicated to a governmental entity for park, open space, mitigation land or other
public purposes. The City agrees that Developer will receive a 100% credit for such dedications
against the City's parkland dedication requirements and that no additional parkland dedication or
park fees will be required from Developer.
Section 6.02 Improvements. Any playground equipment constructed by Developer
will meet consumer product safety standards.
ARTICLE VII
AUTHORITY AND VESTING OF RIGHTS
Section 7.01 Authority. This Agreement is entered into, in part, under the statutory
authority of Section 212.172 of the Texas Local Government Code, which authorizes the City to
make written contracts with the owners of land establishing lawful terms and considerations that
the parties agree to be reasonable, appropriate, and not unduly restrictive of business activities.
The parties intend that this Agreement guarantee the continuation of the extraterritorial status of
portions of the Land as provided in this Agreement; authorize certain land uses and development
on the Land; provide for the uniform review and approval of plats and development plans for the
Land; provide exceptions to certain ordinances; and provide other terms and consideration,
including the continuation of land uses and zoning after annexation of the Land.
Section 7.02 Vesting of Rights. The City acknowledges that submittal of the Master
Development Plan constituted an application by Developer for the subdivision and development
of the Land, and initiated the subdivision and development permit process for the Land. The
City acknowledges that Developer has vested authority to develop the Land in accordance with
this Agreement. It is the intent of the City and Developer that these vested development rights
include the character of land uses, the number of units, the general location of roadways, the
design standards for streets and roadways, and development of the Land in accordance with the
standards and criteria set forth in this Agreement and applicable City ordinances in existence on
August 18, 2004, subject to any exceptions described in this Agreement.
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Section 7.03 Landowner's Right to Continue Development. In consideration of
Developer's agreements hereunder, the City agrees that it will not, during the term of this
Agreement, impose or attempt to impose: (a) any moratorium on building or development within
the Land or (b) any land use or development regulation that limits the rate or timing of land use
approvals, whether affecting preliminary plats, final plats, site plans, building permits,
certificates of occupancy or other necessary approvals, within the Land. The preceding sentence
does not apply to temporary moratoriums uniformly imposed throughout the City due to an
emergency constituting imminent threat to the public health or safety, provided that such a
moratorium will continue only during the duration of the emergency.
ARTICLE VIII
TERM, ASSIGNMENT AND REMEDIES
Section 8.01 Term. The term of this Agreement will commence on the Effective Date
and continue for 15 years thereafter, unless terminated on an earlier date under other provisions
of this Agreement or by written agreement of the City and Developer. Upon the expiration of 15
years, this Agreement may be extended, at Developer's request, with City Council approval, for
up to two successive 15 -year periods.
Section 8.02 Termination and Amendment by Agreement. This Agreement may be
terminated or amended as to all of the Land at any time by mutual written consent of the City
and Developer and, following creation of the District, the District, or may be terminated or
amended only as to a portion of the Land by the mutual written consent of the City and the
owners of the portion of the Land affected by the amendment or termination and, following
creation of the District, the District.
Section 8.03 Assignment.
a. This Agreement, and the rights of Developer hereunder, may be assigned by
Developer, with the City's consent, to a subsequent developer of all or a portion of the
undeveloped Land. Any assignment will be in writing, specifically set forth the assigned rights
and obligations and be executed by the proposed assignee. The City's consent to any proposed
assignment will not be unreasonably withheld or delayed.
b. If Developer assigns its rights and obligations hereunder as to a portion of the
Land, then the rights and obligations of any assignee and Developer will be severable, and
Developer will not be liable for the nonperformance of the assignee and vice versa. In the case
of nonperformance by one developer, the City may pursue all remedies against that
nonperforming developer, but will not impede development activities of any performing
developer as a result of that nonperformance.
c. This Agreement is not intended to be binding upon, or create any encumbrance to
title as to, any ultimate consumer who purchases a fully developed and improved lot within the
Land.
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183465-7 03/08/2005
Section 8.04 Remedies.
a. If the City defaults under this Agreement, Developer may enforce this Agreement
by seeking a writ of mandamus from a Williamson County District Court, or may give notice
setting forth the event of default ("Notice") to the City. If the City fails to cure any default that
can be cured by the payment of Money ("Monetary Default") within 45 days from the date the
City receives the Notice, or fails to commence the cure of any default specified in the Notice that
is not a Monetary Default within 45 days of the date of the Notice, and thereafter to diligently
pursue such cure to completion, Developer may terminate this Agreement as to all of the Land
owned by Developer, or as to the portion of the Land affected by the default; however, any such
remedy will not revoke the City's consent to the creation of the District.
b. If Developer defaults under this Agreement, the City may enforce this Agreement
by seeking injunctive relief from a Williamson County District Court, or the City may give
Notice to Developer. If Developer fails to cure any Monetary Default within 45 days from the
date it receives the Notice, or fails to commence the cure of any default specified in the Notice
that is not a Monetary Default within 45 days of the date of the Notice, and thereafter to
diligently pursue such cure to completion, the City may terminate this Agreement; however, any
such remedy will not revoke the City's consent to the creation of the District.
c. If either party defaults, the prevailing party in the dispute will be entitled to
recover its reasonable attorney's fees, expenses and court costs from the non -prevailing party.
Section 8.05 Cooperation.
a. The City and Developer each agree to execute such further documents or
instruments as may be necessary to evidence their agreements hereunder.
b. The City agrees to cooperate with Developer in connection with any waivers or
approvals Developer may desire from Georgetown or Williamson County in order to avoid the
duplication of facilities or services in connection with the development of the Land.
c. In the event of any third party lawsuit or other claim relating to the validity of this
Agreement or any actions taken hereunder, Developer and the City agree to cooperate in the
defense of such suit or claim, and to use their respective best efforts to resolve the suit or claim
without diminution in their respective rights and obligations under this Agreement.
ARTICLE IX
MISCELLANEOUS PROVISIONS
Section 9.01 Notice. Any notice given under this Agreement must be in writing and
may be given: (i) by depositing it in the United States mail, certified, with return receipt
requested, addressed to the party to be notified and with all charges prepaid; or (ii) by depositing
it with Federal Express or another service guaranteeing "next day delivery", addressed to the
party to be notified and with all charges prepaid; (iii) by personally delivering it to the party, or
any agent of the party listed in this Agreement, or (iv) by facsimile with confirming copy sent by
one of the other described methods of notice set forth. Notice by United States mail will be
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183465-7 03/08/2005
effective on the earlier of the date of receipt or 3 days after the date of mailing. Notice given in
any other manner will be effective only when received. For purposed of notice, the addresses of
the parties will, until changed as provided below, be as follows:
CITY:
With Required Copy to:
DEVELOPER:
With Required Copy to:
City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Attn: City Manager
Steve Sheets
Sheets & Crossfield
309 E. Main Street
Round Rock, Texas 78664-5264
Parkside at Mayfield Ranch, Ltd..
1011 N. Lamar Blvd.
Austin, Texas 78703
Attn: Blake Magee
Sue Brooks Littlefield
Armbrust & Brown, L.L.P.
100 Congress Avenue, Suite 1300
Austin, Texas 78701
The parties may change their respective addresses to any other address within the United States
of America by giving at least 5 days' written notice to the other party. Developer may, by giving
at least 5 days' written notice to the City, designate additional parties to receive copies of notices
under this Agreement.
Section 9.02 Severability; Waiver. If any provision of this Agreement is illegal,
invalid, or unenforceable, under present or future laws, it is the intention of the parties that the
remainder of this Agreement not be affected, and, in lieu of each illegal, invalid, or
unenforceable provision, that a provision be added to this Agreement which is legal, valid, and
enforceable and is as similar in terms to the illegal, invalid or enforceable provision as is
possible.
Any failure by a party to insist upon strict performance by the other party of any material
provision of this Agreement will not be deemed a waiver thereof or of any other provision, and
such party may at any time thereafter insist upon strict performance of any and all of the
provisions of this Agreement.
Section 9.03 Applicable Law and Venue. The interpretation, performance,
enforcement and validity of this Agreement is governed by the laws of the State of Texas.
Venue will be in a court of appropriate jurisdiction in Williamson County, Texas.
Section 9.04 Entire Agreement. This Agreement contains the entire agreement of the
parties. There are no other agreements or promises, oral or written, between the parties
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183465-7 03/08/2005
regarding the subject matter of this Agreement. This Agreement can be amended only by written
agreement signed by the parties. This Agreement supersedes all other agreements between the
parties concerning the subject matter.
Section 9.05 Exhibits, Headings, Construction and Counterparts. All schedules and
exhibits referred to in or attached to this Agreement are incorporated into and made a part of this
Agreement for all purposes. The paragraph headings contained in this Agreement are for
convenience only and do not enlarge or limit the scope or meaning of the paragraphs. Wherever
appropriate, words of the masculine gender may include the feminine or neuter, and the singular
may include the plural, and vice -versa. The parties acknowledge that each of them have been
actively and equally involved in the negotiation of this Agreement. Accordingly, the rule of
construction that any ambiguities are to be resolved against the drafting party will not be
employed in interpreting this Agreement or any exhibits hereto. If there is any conflict or
inconsistency between the provisions of this Agreement and otherwise applicable City
ordinances, the terms of this Agreement will control. This Agreement may be executed in any
number of counterparts, each of which will be deemed to be an original, and all of which will
together constitute the same instrument. This Agreement will become effective only when one
or more counterparts, individually or taken together, bear the signatures of all of the parties.
Section 9.06 Time. Time is of the essence of this Agreement. In computing the
number of days for purposes of this Agreement, all days will be counted, including Saturdays,
Sundays and legal holidays; however, if the final day of any time period falls on a Saturday,
Sunday or legal holiday, then the final day will be deemed to be the next day that is not a
Saturday, Sunday or legal holiday.
Section 9.07 Authority for Execution. The City each certifies, represents, and
warrants that the execution of this Agreement is duly authorized and adopted in conformity with
its City Charter and City ordinances. Developer hereby certifies, represents, and warrants that
the execution of this Agreement is duly authorized and adopted in conformity with the articles of
incorporation and bylaws or partnership agreement of each entity executing on behalf of
Developer.
Section 9.08 Exhibits. The following exhibits are attached to this Agreement, and
made a part hereof for all purposes:
Exhibit A - Metes and Bounds Description of the Land
Exhibit B - Master Development Plan
Exhibit C - Master Development Fee Formula
Exhibit D - Arterial H Extension
Exhibit E Roadway Participation Agreement
Exhibit F District Consent Resolution
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183465-7 03/08/2005
IN WITNESS WHEREOF, the undersigned parties have executed this Agreement on the
dates indicated below.
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183465-7 03/08/2005
CITY OF ROUND ROCK
By:
Name: Nyle Maxwell
Title: Mayor
Date:
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183465-7 03/08/2005
PARKSIDE AT MAYFIELD RANCH, LTD.
By: BJM Mayfield Ranch, GP, Inc., a Texas
corporation, its General Partner
By_
Blake Magee, President
Date: 3(3 t I 0 S'
4
370.456 acres consisting of (a) the 229.556 acres of land more particularly
described on Exhibit "A-1" attached hereto and (b) the 140.93 acres of land
more particularly described on Exhibit "A-2" attached hereto.
Exhibit A
n..,.o 1 of
7aing a 229.556 acre tract o ----- a • •----�.".... .. _ .... -
Survey, Abstract No, r parcel of land out of the A. Carr
ell o: that same tract2conveyedBtol?err11Mayfiield des Texas,dbeing
deed recorded in vol} the a described o ins e
Count said ys; 11,e 492, YaSe 173 of Deed Accords of said b'
Y ya �_eld Tract being more particularly described by
metes and bounds as follows:
Zeginning at an iron pin sat by a fence corner ia the East margin of
County Road No. 175, said point being the Southwest corner of Said
Mayfield Tract;
THENCE Northerly the :Following three (3) courses along said East
margin, as fenced: (1) N.37°38'50"W, 257,20 fret to an iron pin
set, (2) N,37°21'05"W. 257.68 feet to an iron pin sot, (3)
N.37°15'1,5"W. 515.13 feet to an iron,pin set by a fence corner for
an ell corner hereof;
• THENCE N_S8°32'55"E. 370,58 feet to an iron pin set by a fence
corner for an ell corner hereof;
.THENCE N.27°47'W. 80.48 feet.to an iron pin set and N.33°10'20"W.
371.36 feet to an iron pin set by a fence corner for an ell corner
hereon;
THENCE N.31°13'55"E. 241.16 feet to an iron pin set by a fence
corner for an ell,corner hereof;
THENCE N.57'25'30"W. 228.25 feet to an iron pin found by a fence
corner for an all corner hereof;
THENCE N.17°28'30"E. 507,27 feet to an iron pin set and N.17'20'25"E.
352.17 feet to an iron pin found at a fence corner for the most
northerly Northwest corner hereof;
T_nENCE easterly the following five (S) courses, along the North line
of said Mayfield Tracz, the North line hereof: (1) N.66°59'40"E.
988.47 feet to an iron pin set; (2) N.66°32'20"1.. 554.97 feet to an
iron pin set; (3) N,66°39'05"E. 907.32 feet to an iron, pin set by
a 12" P.O.; (4) .N.72°19'E_ •210.57 feat to'an iron pin set by•a 12"
L.O.; (5) N.82°01'E. 700.18 feet to•an iron pin set.by a fence corner
for the Northeast corner hereof;
THENCE southerly the fallowing six courses along the East line of.
said Mayfield tract, the East line hereof; (1) S.20°24.'20"E. 8-4.50
feet to an iron pin found; (2) 5,19°28'40"E. 657.20 .feet to an :iron
pin found; (3) 5.18°59'30"E. 332,42 feet to an iron pin found; (4)
5.17°48'15"E_ 739.60 feet to an iron pin set; (5) 5.19°32'25"E.
428.11 feet to an iron pin set; (6) 5,22°06'15"E. 345.32 feet to an
iron pin set by a fence corner at the Southeast corner of said Mayfield
Tract;..
THENCE westerly the following five (5) courses along the South lane
of said Mayfield Tract, the South line hereof; (1) 5.71°28'40"W.
628.14 foot to ail iron pin set; (2) 5.73!05'05"W. 710.30 feet -to an
iron pin set; (3)5.70°49'15"W. 820,42 feet to an iron pin set;'
(4) 5.70°37'45"W. .938.55 feat to an iron pin set; (5) 5.70'59'50"W..
747,47 feet to the Point of Beginning of this described tract of '
land, as fenced, containing 22'9.556 acres of land more or less.
Exhibit A
Pae 2 of 3
field otes for a tract of 14 930 acres:: >.tuatcd in W!
• out idP an¢re pdrtof the followin tracts: -1) thot:tract`f.,
on tte Jame] B. Allen Survey, A 36 „
et al, da ed.:A rig 1 , in deeds to U e Co'"
date A r P 1'' 900,..: recordedln Yo1 91, pale y2' Dee
P1,1, 1900 recorded in Vol; 95,7pogo 398 '°Dted R fiord,
date Apr 1` 5, 1904,,; recorded in Vol.
described es`18 00 scree on;the Jarnes S58pnptcr ono^uD6.0`.11ecori
John Church Survey; A-140 that here conveyed 'from t s' S " ?Y.;•
deed r� F
eteebruary 20, 1914,'recorded in -Vol. 161, page 381,JDeed R ori
descr bed ascontaining 107 acres out of the Jomes S Patterson Suivey, jh
from ;N C • Bowman to _U. W. Casey dated December 12, 1913 and r L t'n dcd >.p..
130,: eed Records. 4') that 100 ecrd'Aroct_out of th An t
wad c nveyed'by deed to -U. W. Cesey'by: Wolter R.' Ca' pcnter datedrJun are pc•-
in Vo . 100, pete 99;" and 8.. W. Palm dated May oma;
Deed Records. t y 7, 1896 acres -out o1l zn Yo ur '
5 hat tract described as containing 60 acres out o3 elle Ana
Robert H•. Krentr]. et it to W. =.D Cay e.t ;'Z
Surve , A-122 in•a meed from11, 1 44,„recorded in Vol. 324, page 72; Deed Record
Be. inning at an iron stake found, beside u' Vane,• en' n, , _pot, until l gni Llai_.
the e • ove' described 66 acre Casey tract located oil the AI1br Lu, very , 1d 110;
the South fence line of Lot 24 and at the NWcoi•ue r „ f 1. t': ,7 of 611'4 t ni l' •:
recorded in Cabinet C, Slide 117, Plot Records Of•.Wjlliuuison County Tu ,is.,•i
corner hereof.
Thence proceeding along the East fence line of :;;Jid 66 ;ic, e C ,;:,_y L, apt' +ud t
fence line of Lots 27 thru,30 of said Whitetail :4aaliv1::iun, u:, i,�liuw: ;;• 4(1 ,I,.t
E 43.28 ft., a post; S 18 deg. 18' r "
ft., e 12. Post Oak; S 19 de '40" 73.;i4.rt., , 1: . L',? t Oak; 10 d, ( 1y�..,
221.93 ft., g• 04 E 568.15 ft., a 10" Live -Oak; v 19.',g 9 + q
an iron stake set beside c eednr; S 17111.4100„26' 50"-E 11� ].. 7't -, , i,
S 29 deg. 34' 20" E 43.24 ft. to'
stake, .of' said 66 fpoir,ence corner i,r�,'t; be ,il.: ub'cL is (Quid ;I
acre Caffey tract; said point being the SW corner of AAA, oO ,u,;
in the North fence line of Lot 69 of said Whitetail Subdivision; for the wo:;t diei,fi,fir„f;
corner hereof.
Thence proceeding; along the South fence lib, ,�I. d ,,,, 4
J,
fence line of Lots 69our,. I' r..1.1.:,c1.,:,:,, 1 1,1, .!
thru 66 of said 411ui':L,iJ G,,1•,l,vl ;,+,n, :�:; I'„I Lou :; ,'
W 148.11 ft., a post; S 71 deg. 17' 50” W 204.851. 14” r"::-
75.26 ft., a 14" Post Oak; S 72 de 23' „ W 51t..17 . 1 • + t ,Pout Oak; +t, t .;,,
50" W 264./48 ft., a post; S 71 deg. 08' 50" W 600.4o rt„ a in" Lwin 7 d , '
73.77 ft., a 10" Elm; s 66 deg.. 41'40" W '
an iron stake; and S 54 deg. 09' W 6 t. Lo J L., , 1„" Plait O•a. I,•._,•„I•. •,,I ;,•I
7.19. ft. Lo ,, I,•ut. „nd
en iron. stake, marking the 1 1'et1' ] t•, ,J, i i•L• , ,
corner of -Lot 66 of ::add ,' ' unr3
e
corner hereof, ,1'itet.,,] ::ub•.i i vi:,r„„ ”
Thence proccedind along the West fence line of Lot 66 , ,,,,1 r,,, „ 4 e- , .P ::01,
follows:. S 17 deg. 16' 30” E 52.15 ft.,u 14" Pout 0;,k; ;; :'0 deg. ,'i' k I," is 10/.. .,
14" Cedar; S 18 deg. 06' E 415.47 ft., u dead 10" Cedar•1,•uul:;'and lh I
415:65 ft. to an iron stuke found in the. Last fence line of th,., ,I. r 1
Casey tract described in Vol. 100, •'' " .t
Pct 99, and Vol.V7(i Pal;, G'f, pot's' o.c,,. I ;
also' being the NE corner of that tract described us conthiuini or.
r i4e
Anasta,ha Carr Survey in e deed from Perry 0. I•layl'icld cL.u% Lu I L,:;. 17.1
Record:, „ J• "' Lee
Texas; for the most Southerly SE corner ireof.
dated March 20,• 1978,: recorded in Vol. 721, page 24,1, Deed 1 """ "'i' L ; :o ,
Exhibit A
Pane i of
'ASWR C€KLV4ENI PLAN
PARKSIDE AT MAYFIELD RANCH
VN,. R,,s
LOCATION MAP
EXHIBIT "B"
RANDALL JONES ENGINEERING INC
li:lfem„,
RJ SURKnNG, INC
isa,a.-.os 7srZ ex -.an
EXHIBIT C
Master Development Fee Calculation
TOTAL MUD BOND ISSUE AMOUNT: $
Less:
Non -Construction Costs:
Legal and Financial Advisory Fees:
Interest Costs:
Capitalized Interest
Developer Interest
$
$
Bond Discount $
Administrative and Organization
(including creation costs and operating
advances)
$
Bond Application, Market Study $
TCEQ Bond Issuance Fee $
Total Non -Construction Costs: $
Application, Review and Inspection Fees $
Site Costs $
Offsite Costs $
Total Deductions: $
NET ELIGIBLE MUD BOND ISSUE AMOUNT $
MASTER DEVELOPMENT FEE PERCENTAGE: X 8%
MASTER DEVELOPMENT FEE AMOUNT: $
*
* based upon costs approved for reimbursement under applicable TCEQ rules, and an audit of
developer reimbursables performed at the time of each Bond issue
183465-7 03/08/2005
Exhibit C
Page 1 of 1
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1:1
Exhibit D
Page 1 of 1
COUNTY
> v r> ciniv
ARTERIAL H
ROADWAY PARTICIPATION AGREEMENT
This. Roadway Participation Agreement ("Agreement") is entered into between
Williamson County, Texas (the "County") and Highlands at Mayfield Ranch, Ltd., a Texas
limited partnership ("Highlands") and Parkside at Mayfield Ranch, Ltd., a Texas limited
partnership ("Parkside") (collectively, the "Developers"). The County and the Developers are
sometimes individually referred to as a "Party" and collectively referred to as the "Parties."
Each of the Parties confirms that it has the authority to enter into this Agreement and the ability
other person or entity.
to perform its obligations under this Agreement, without the further approval or consent of any
Recitals
WHEREAS, Highlands is in the process of developing a residential development to be
known as the Highlands at Mayfield Ranch (the "Highlands Project"); and
WHEREAS, Parkside is in the process of developing a residential development to be
known as Parkside at Mayfield Ranch (the "Parkside Project"); and
WHEREAS, in connection with its development of the Highlands Project, and in
recognition of the impact that the development will have on traffic demands in the County,
Highlands has agreed to construct two lanes of Arterial H from Flowstone Lane to Lagoona.
Drive in the Mayfield Ranch and Stone Oak Subdivisions, as shown on Exhibit 1" (the
"Developer's Project"); and
WHEREAS, both the general public and the Developers will benefit if the County and
the Developers cooperate in order to expedite an additional extension of Arterial H from
Mayfield Ranch Section 7 west to Sam Bass Road as shown on Exhibit (the "Project");
and
WHEREAS, the County is willing to proceed with construction of the Project, provided
that the Developers pay or reimburse the County for certain costs of the Project, as provided in
this Agreement; and
WHEREAS, the County has agreed to dedicate 100 feet of right-of-way for the Project
and the Developers have obtained the agreement of the Palmer brothers to dedicate 100 feet of
right-of-way (comprising approximately 3.5 acres) out of the "Palmer Tract" for the Project, as
shown on Exhibit "A-2";
NOW, THEREFORE, in consideration of the mutual promises, covenants, obligations
and benefits set forth in this Agreement, the Parties agree as follows:
• Section 1 ArterialThe-Pro'ect:..Arterial .I l.. will -•be- designed -as-a-minor•arterial;..
divided four -lane roadway, which will include curb and gutter, and will be located within
approximately 100 -feet of right-of-way, depending on design requirements. The Project will
193976-6 09/27/2004
Exhibit E
consist of the extension of two lanes of Arterial H, constructed to urban standards, from Honey
Bear Creek (Mayfield Ranch, Section 7) west to Sam Bass Road, as shown on Exhibit "A-2".
a. The design for Arterial H will include the following features:
i. Four 12 -foot wide travel lanes;
ii. Asphalt pavement sections with curb and gutter;
iii. Traffic signal underground conduit and pull boxes at the intersection of
Arterial H and Sam Bass Road;
iv. Mitigation for environmental impacts as and to the extent required by
applicable law, with the County providing any necessary mitigation land, as
provided in Section 2; and
v. Erosion/sedimentation controls, revegetation, and stormwater management
during construction as required by the County and the Texas Commission on
Environmental Quality ("TCEQ"), and permanent stormwater management
controls as required by the County, TCEQ and the City of Round Rock.
b. The Project will include the following features:
i. Two 12 -foot wide travel lanes, with curb and gutter on the north side,
from Honey Bear Creek (Mayfield Ranch, Section 7) to Sam Bass Road, as
shown on Exhibit "A-2"; and
ii. A six-foot wide sidewalk on the north side of the right-of-way, meeting all
applicable accessibility standards and built simultaneously with the road segment.
Section 2. Mitigation Land; Impervious Coverage. If 'the presence of
endangered species requires mitigation for the Project, the Developers will not be responsible for
any mitigation land unless a further agreement is entered into between the County and .the
Developers. If the total co t of miti ation would exceed '.50 000 then the Count ma
written notice to the Develo
ers
advi sin
the Develo
ers
f
the
cost
Count elects to terminate unless the Develo ers .rovide the necessa
required to reduce the Count 's cost of mitigation to ''50 000. Unless the Develo ers 've
written notice to the County within 15 days of the Developer's receipt of the County's notice that
the Devel. 'ers elect to ovide such land or funds then this A • eement will automaticall
terminate and be of no further force or effect. If sufficient County -owned open space is
available, the County also agrees to designate and include sufficient County -owned land in the
application to the TCEQ for the Project so that the impervious coverage for the Project will not
exceed 20 percent.
of miti
mrti
ive
a ion and that the
ation
land
or funds
Section 3. Budget. The preliminary budget for the Project is attached as Exhibit "B"
(the "Preliminary Budget"). Upon award of a construction contract for the Project, the Project
Engineer, as defined below, will prepare an updated budget for the Project, which will reflect the
accepted bid price, will include each of the line items contained in the Preliminary Budget, and
2
193976-6r097_10/2-704/2004 Exhibit E
bk
•
•
(a) The Developers will retain Randall Jones Engineering or another engineer
selected by Developers and approved by the County ("Project Engineer"), to prepare the design
for the Project. The Developers will advance and pay the fees and charges of the Project
Engineer, which will not exceed a maximum of 10 percent of the Total Construction Cost, as set
forth in Section 12, and all payments by the Developers to the Project Engineer will be credited
against Developers' share of the costs of the Project payable under this Agreement. The County
approves the form of the contract to be entered into with the Project Engineer attached as
Exhibit "C".
(b) The design of the Project will be subject to approval by the County, and all other
governmental agencies with jurisdiction. The County agrees to review the plans and
specifications for the Project and to provide the Project Engineer with written comments
specifically identifying any required revisions within ten days of submission of the plans and
specifications to the County.
Section 5. Project Management. Blake Magee Company will manage the
construction of the Project ("Project Manager"). The Project Manager will ensure timely and
satisfactory completion of the Project, including planning and conducting a preconstruction
conference, monitoring the construction schedule, providing the County with prior notice of
major items of work during construction, and otherwise coordinating among the Parties and other
persons and entities involved in the Project on an ongoing basis. The County will pay the fees
and charges of the Project Manager, which will not exceed a maximum of four percent of the
Total Construction Cost, as set forth in Section 12. The County hereby approves the form of the
contract to be entered into with the Project Manager attached as Exhibit "D".
Section 6. Designated Representatives. The County and the Developers each
designate the individual specified below ("Designated Representative") to represent them and
to act on their behalf with respect to the subject matter of this Agreement Each Designated
Representative will have authority to determine and interpret the policies and exercise the
discretion of the Party it represents, and a Party may rely on the decisions and representations
made by the other Party's Designated Representative with respect to the subject matter of this
Agreement, except as provided by Section 15(d) below. Each Designated Representative may
designate other representatives to transmit instructions and receive information on the
Designated Representative's behalf.
County: Joe England
Address: 710 South Main St.
Georgetown, Texas 78626
Highlands: Blake Magee
Address: 1011 North Lamar Boulevard
Austin, Texas 78703
Parkside: Blake Magee
193976-6 09/27/2004
3
Exhibit E
Address: 1011 North Lamar Boulevard
Austin, Texas 78703
The Project Manager and the Project Engineer will each report regularly to, and cooperate and
coordinate with, the Parties' Designated Representatives. The Designated Representatives will
be required to cooperate and coordinate with one another, including meeting with and or
reporting information to one another regarding the Project, either at regular intervals or at other
times determined by the County, and reviewing and commenting in a timely manner on work
products associated with the Project.
Section 7. Fiscal for Developer's Cost Participation. Upon the Project Engineer's
preparation of the Updated Budget, the Developers agree to post fiscal in an amount equal to (a)
fifty percent of the total cost of the Project ("Total Project Cost"), as set forth in the Updated
Budget less (b)(i) the sums advanced by the Developers to pay the cost of design of the Project,
as set forth in Section 4(a) and (ii) any sums advanced by the Developers to pay for permitting of
the Project (the "Developer's Cost Share").
Section 8. Construction and Acquisition of Project.
(a) The Parties acknowledge that the Project is a County r oad c onstruction p roject
and involves construction of public improvements. Accordingly, the Project will be constructed
and all easements, equipment, materials and supplies acquired in the name of the County. The
County and the Developers acknowledge and agree that all tangible personal property to be
purchased for use in construction of the Project and all taxable services to be performed for the
design, management and construction of the Project are subject to the sales tax exemption
provisions of Section 151.311 of the Texas Tax Code. The County agrees to provide its
employer identification number and any other information reasonably required to obtain an
exemption of sales tax for the Project and the labor and materials incorporated into the Project
upon the Project Manager's request.
(b) The County will award a contract for the construction of the Project in the form
and with the content of the contract attached as Exhibit "E" (the "Construction Contract").
Within 10 days after execution of the Construction Contract, the County will provide the
Developers with a copy of the executed Construction Contract and copies of any related
documents, including the required insurance certificates, and payment and performance bonds in
compliance with Chapter 2253, Texas Government Code. The County will also provide the
Developers with copies of any subsequent documents amending or replacing the Construction
Contract or any related documents; however, no change orders to the Construction Contract may
be made without the Developers' approval, which will not be unreasonably withheld or delayed.
(c) The Developers acknowledge that the County, as a political subdivision of the
State of Texas, is subject to the provisions of Chapter 2258, Subchapter B, of the Texas
Government Code, pertaining to prevailing wage rates. The Contractor will be required to pay
not less than the prevailing wage rates established by the County to workers employed by it in
the..execution..of the Construction Contract, .and _to..comply. _with_a11. applicable..provisions..of
Chapter 2258, Subchapter B, Texas Government Code, including the recordkeeping required
therein. Further, the Contractor will be required to certify in writing that it provides worker's
4
Exhibit E
1 10:004_4 410/11/1110A
Forn
Dele
•
compensation insurance coverage for each employee of the Contractor employed on the Project,
and to obtain a certificate from each subcontractor, relating to the coverage of the
subcontractor's employees, in accordance with Section 406.096, Texas Labor Code. The
Contractor will be required to implement and maintain all customary or necessary safety
precautions and programs in connection with the construction of the Project.
(d) Within 30 days after the later of (i) the date that all required approvals of the plans
for the Project are obtained or (ii) the date that all required approvals of the subdivision plat and
construction plans for the first phase of either the Highlands Project or the Parkside Project are
obtained, the County will execute the Construction Contract and the Project Manager will issue
notice to proceed with construction of the Project to the Contractor. The County will: (i)
construct, and require its contractor (the "Contractor") and subcontractors to diligently pursue
construction of, the Project in a good and workmanlike manner and, in all material respects, in
accordance with the plans and specifications and all applicable laws, regulations, and ordinances,
and (ii) make timely payment for all materials received and work properly performed under each
applicable contract, subject to any applicable retainage requirements and amounts withheld due
to improper work or punch list items.
(e) The Project Engineer will:
(i) provide the County with all existing geotechnical surveys, topographic
surveys, and right-of-way boundary exhibit/control maps;
(ii) provide all feasibility or environmental impacts or assessments or studies
and permits or approvals required by applicable federal, state, or local law, including those for
noise, trees, archaeological or historical sites, wetlands, stormwater, endangered species, or
similar resources;
(iii) provide all engineering design for construction of the Project in
compliance with the County's standards applicable to roads of the same type and classification as
the Project, including utility and infrastructure relocations or adjustments, preparation of final
plans and specifications, construction cost estimates, and other supporting documentation, which
will be in a form that can readily be used in preparation of the Construction Contract documents;
(iv) prepare and submit to the County for approval, at preliminary alignment,
thirty percent (30%) design complete, sixty percent (60%) design complete, and ninety percent
(90%) design complete, plans and specifications for the Project in compliance with the County's
standards applicable to roads of the same type and classification as the Project, ensure that the
plans and specifications are accompanied by appropriate engineering reports as required by the
County pursuant to its standards applicable to roads of the same type and classification as the
Project,
(v) within five business days of receipt, review and approve or take other
appropriate action regarding shop drawings and samples, and requests for information, the results
,of tests and in,§pections and other data that the Contractor is required to submit; provided,
• however, t hat, for s tructural or geotechnical items, the applicable review and approval period
will be ten days;
1 193976-6 09/27/2004
5
Exhibit E
ire "111.11•
Forn
Deie
(vi) determine the acceptability of substitute materials and equipment proposed
by the Contractor, receive and review for general content as required by the applicable
specifications maintenance and operating instructions, schedules, guarantees, bonds and
certificates of inspection which are to be assembled by Contractor in accordance with the
Construction Contract; prepare or review change orders, and design any necessary engineering
changes;
(vii) approve all pay estimates submitted and certify them as correct;
(viii) maintain master job files of correspondence, reports of conferences, shop
drawings, samples, reproductions of the applicable plans and specifications, change orders,
addenda, daily inspection reports, additional or revised drawings, and other related construction
documents, which will be available for inspection by the County at all times;
(ix) periodically inspect the Project during construction,
•
(x) reject all work and materials found not to conform to minimum
requirements of the Construction Contract and the plans and specifications and, in consultation
with the County, ensure that defects are corrected or remedied;
(xi) respond to the County in writing within three business days to advise the
County of the remedies that will be effected to correct any defects brought to the attention of the
Engineer by the. County or otherwise brought to the attention of the Engineer;
(xii) attend the final inspection of each portion of the Project in the presence of
the County inspector and transmit a list of any items to be completed or repaired to the County
and the Contractor; and verify the Contractor's correction of the same;
(xiii) upon completion of the Project, make any changes to the plans and
specifications for the Project required to reflect field changes and, after verifying that the revised
plans reflect, to the best of his knowledge and belief, actual conditions, submit record drawings
of the Project to the County; and
(xiv) determine the County's long-term responsibilities for maintenance of
storm water quality best management practices after completion and acceptance of the Project.
All work product produced by the Project Engineer will meet customary professional standards
applicable to the work product or the Project, as reasonably determined by the County, and is
subject to approval by the County based on cost effectiveness, sound engineering principles and
practices, and applicable legal requirements, which approval shall not be unreasonably withheld,
conditioned or delayed.
(f) The Project Manager will:
(i) manage construction of the Project, and make monthly reports to the
•Parties on the plfogress of -construction and the amounts paid to the Contractor;- --- Forn
Dele
193976-6 09/27/2004
6
Exhibit E
(ii) submit all proposed changes to the plans and specifications and change
orders to the Construction Contract to the County for approval at least five business days prior to
approving or executing them;
(iii) arrange and coordinate materials testing with the Contractor through an
independent materials testing lab and provide the Parties with all testing information within three
business days of receipt;
(iv) arrange and observe with the Construction Contractor all acceptance
testing for the Project;
(v) upon substantial completion of the Project, provide the Parties with a
certificate of substantial completion for the Project prepared by the Project Engineer, together
with copy of the notice to the Contractor of observed items requiring completion or correction;
(vi) permit the County to inspect the construction of the Project at all
reasonable times during construction until final acceptance of the Project by the County;
(vii) coordinate the final inspection of the Project with the County's inspectors,
If, after initiation of construction, the Project Manager, based on cost effectiveness, sound
engineering principles and practices, or applicable legal requirements, reasonably determines that
the Project cannot be completed without modifications to the approved plans and specifications,
the Project Manager, in consultation with the County, will coordinate with the Project Engineer
to make those required changes. Any modifications that would materially change the plans and .
specifications or increase the amount of the Construction Contract will be subject to the
Developers' and the County's approval within ten business days after receipt of notice of the
proposed changes from the Project Manager, which approval will not be unreasonably withheld.
(g)
easements.
The Project will be constructed in dedicated public rights-of-way or dedicated
(h) The Project must be constructed in a good and workmanlike manner and all
material used in the construction must be free from defects and fit for their intended purpose.
Section 9. Inspection. Inspections and certifications will be conducted in accordance
with standard County policies, procedures, and requirements. The County will notify the Project
Manager and Project Engineer in writing if any inspection reveals that any part of the Project is
not constructed or completed in accordance with the plans and specifications or this Agreement
or is otherwise materially defective, and this notice will specifically detail any deficiencies. If an
inspection indicates that work or material may not comply with the plans and specifications or
the requirements of this Agreement, the County may require the Contractor to suspend work
until the County is satisfied any defect is or will be remedied.
Section 10. Completion of Project.
193976-6 09/27/2004
7
Exhibit E
T___ n ....-
Forn
Dele
•
(a) The County must cause the Project tobe substantially complete within twelve
months from the issuance of notice to proceed to the Contractor, and must be finally accepted by
the County within fifteen months from the issuance of notice to proceed.
(b) The Project Engineer will prepare a written notice of substantial completion and
forward the notice to the Project Manager, who will submit the notice to the County. The
County will conduct a final inspection of the Project within five business days after receiving
written notice of substantial completion from the Project Manager. If completed in accordance
with the terms of the plans and specifications and this Agreement in all material respects, the
County will certify the Project as being in compliance and issue a notice of final acceptance to
the Project Manager.
(c) The Contractor will be responsible for any defects in workmanship or materials
(ordinary wear and tear excepted) in the Project for one year following acceptance by the
County.
(d) Upon final acceptance of the Project by the County, the Project Manager and the
Project Engineer will deliver all plans, specifications, and files pertaining to the Project to the
County.
Section 11. Cost of Project to be Funded by County. The County will promptly pay
all costs of the Project as they become due, including, without limitation, all costs of design,
. engineering, materials, labor, construction, project management and inspection arising in
connection with the Project; and all payments arising under any contracts entered into for the
construction of the Project.
Section 12. Timing and Amount of Payment by Developers.
(a) The Developers will pay one half of the actual costs of the Project, based on the
Updated Budget, in accordance with and subject to the following:
(i) The Developers will pay one half of the total construction cost payable to
the Contractor under the Construction Contract, including one-half of the capital costs for street
lighting incorporated into the Project ("Total Construction Cost"). The Total Construction Cost
will not exceed $1,800,000 unless an increase in the Total Construction Cost is authorized by the
Developer.
(ii) The Developers will pay one-half of the cost of required review, permit,
inspection fees for the Project, exclusive of County fees. The County hereby waives all County
review, permit and inspection fees in connection with the Project.
(iii) The Developers will pay one-half of the fees paid to the Project Manager.
(iv) The Developers will pay one-half of the cost of copies and reproduction
and contingency, not to exceed one-half of the related line items as set forth on the Budget
'attached as Exhibit B.
193976-6 09/27/2004
8
Exhibit E
Forn
' Dele
(vi) The Developers receive a credit against the Total Construction Cost in an
amount equal to the sums paid to the Project Engineer and any review fees advanced by
Developer in connection with processing the plans for the Project.
(b) Monthly Payments by Developers. The Project Manager will submit an invoice
to t he D evelopers each month w hich d etails sums d ue a nd p ayable t o t he C ontractor, P roject
Engineer and P roject M anager for s ervices and work p erformed d uring the p revious calendar
month, together with the following backup documentation:
(i) a signed Williamson County Invoice Cover Sheet Form in the form
attached as Exhibit "F";
(ii) a narrative explanation of the items for which payment is requested;
(iii) copies of all Contractor pay estimates included in the request for payment,
which will include a detailed summary of the work completed by the Contractor and an affidavit
of bills paid and partial lien waiver from the Contractor;
(iv) copies of all Project Engineer invoices included in the request for
payment, which will include a detailed summary of the work completed by the Project Engineer;
(v) copies of all Project Manager invoices included in the request for
• payment; and
(vi) copies of any invoices for permits, inspection or testing, or other
miscellaneous costs of the Project.
(c) A minimum five percent retainage will be withheld on payments to the Contractor
until the Project is accepted by the County. In addition, the final 15% of the Project Manager's
• fee will be held as retainage until the Project is accepted by the County. These retainage
amounts will be released and paid by the County within 30 days of final acceptance of the
Project and delivery to the County of the Contractor's affidavit of bills paid and final lien waiver.
(d) If t he s ervices a nd w ork d escribed i n t he i nvoice w ere r endered i n c ompliance
with this Agreement, the Developers will make payment to the County within 30 days of receipt
of each invoice submitted as provided in (b), above. In the event changes or corrections are
required to any invoice, a request for additional information must be made by the Developers
within five days of receipt of the invoice. If the Developers do not request any changes or
additional information within five days, the invoice will be deemed approved. If the Developers
fail to pay any approved invoice within 30 days, the Developers will be in default hereunder and
the County may draw against the fiscal posted by the Developers under Section 7, and apply the
funds received to the Developers' required payments hereunder.
(e) Upon completion of the Project and payment of all sums due from the Developers
hereunder, the fiscal posted by the Developers will be released by the County.
Section 13. Developers Completion of Project.
1 193976-6 09/27/2004
9
Exhibit E
Forn
Dele
(a) If the County begins but does not diligently pursue timely completion of
construction of the Project substantially in accordance with the plans and specifications and this
Agreement for any reason, the Developers have the right, but not the obligation, to complete the
construction of the Project pursuant to the Construction Contract or otherwise. Before exercising
this right, the Developers will send the County written notice specifying the deficiency in the
County's performance and the actions required to cure the deficiency. If the County does not
cure the deficiency within ten days, the Developers may assume the Construction Contract and
proceed with construction of the Project.
(b) If the Developers elect to complete the Project, all plans, designs, easements, real
and personal property produced or installed within the public right-of-way for the Project may be
utilized by the Developers to the reasonable extent necessary to allow the Developers to
complete and maintain the Project.
Section 14. Miscellaneous.
(a) Any notice given hereunder by any Party to another must be in writing and may
be effected by personal delivery or by certified mail, retum receipt requested, when mailed to the
appropriate Party's Designated Representative, at the addresses specified in Section 4, with
copies as noted below:
County:
with copy to:
Developers:
Williamson County, Texas
710 South Main St.
Georgetown, Texas 78626
Attention: Joe England
Charlie Crossfield
Sheets & Crossfield
309 East Main Street
Round Rock, Texas 78664
Highlands at Mayfield Ranch, Ltd.
1011 North Lamar Boulevard
Austin, Texas 78703
Attn: Blake Magee
Parkside at Mayfield Ranch, Ltd.
1011 North Lamar Boulevard
Austin, Texas 78703
Attn: Blake Magee
The Parties may change their respective addresses for purposes of notice by giving at least five
days written notice of the new address to the other Party. If any date or any period provided in
this Agreement ends on a Saturday, Sunday or legal holiday, the applicable period will be
extended -to -the next- business day. { Fon.:
{ Dele
193976-6 09/27/2004
10
Exhibit E
(b) As used in this Agreement, whenever the context so indicates, the masculine,
feminine, or neuter gender and the singular or plural number will each be deemed to include the
others.
(c) This Agreement contains the complete and entire Agreement between the Parties
respecting the Project, and supersedes all prior negotiations, agreements, representations, and
understandings, if any, between the Parties. This Agreement may not be modified, discharged,
or changed except by a further written agreement, duly executed by the Parties. However, any
consent, waiver, approval or other authorization will be effective if signed by the Party granting
or making such consent, waiver, approval, or authorization.
(d) No official, representative, agent, or employee of the County has any authority to
modify this Agreement, except pursuant to such express authority as may be granted by the
commissioners court of the County.
(e) The Parties agree to execute such other and further instruments and documents as
are or may become necessary or convenient to effectuate and carry out the purposes of this
Agreement.
(f) If performance by any Party of any obligation under this Agreement is interrupted
or delayed by reason of unforeseeable event beyond its control, whether such event is an act of
God or the common enemy, or the result of war, riot, civil commotion, sovereign conduct other
S than acts of the County under this Agreement, or the act of conduct of any person or persons not
a party or privy hereto, then such Party will be excused from such performance for such period
of time as is reasonably necessary after such occurrence to remedy the effects thereof.
(g) To the extent allowed by law, each Party will be responsible for, and will
indemnify and hold harmless the other Parties, their officers, agents, and employees, from any
and all claims, losses, damages, causes of action, lawsuits or liability resulting from, the
indemnifying Party's acts or omissions of negligence or misconduct or in breach of this
Agreement, including but not limited to claims for liquidated damages, delay damages,
demobilization or remobilization costs, or claims arising from inadequacies, insufficiencies, or
mistakes in the plans and specifications and other work products or any other materials or
services a Party provides under this Agreement. Each Party will promptly notify the others of
any claim asserted by or against it for damages or other relief in connection with this Agreement.
(h) The Parties acknowledge that in the event of default on any obligation under this
Agreement, remedies at law will be inadequate and that, in addition to any other remedy at law
or in equity, each Party will be entitled to seek specific performance of this Agreement.
(i) This Agreement will be construed under the laws of the State of Texas and all
obligations of the Parties hereunder are performable in Williamson County, Texas. Any suits
pursued relating to this Agreement will be filed in a court of Williamson County, Texas.
(j) Any clause, sentence, provision, paragraph, or article of this Agreement held by a
court of competent jurisdiction to be invalid, illegal, or ineffective will not impair, invalidate, or Forn
Dele
1 193976-6 09/77/2004
11
Exhibit E
•
nullify the remainder of this Agreement, but the effect thereof will be confined to the clause,
sentence, provision, paragraph, or article so held to be invalid, illegal, or ineffective.
(k) This Agreement will be binding upon and inure to the benefit of the Parties hereto
and their respective legal representatives, successors, and assigns. No Party may assign its rights
or obligations under this Agreement without the written consent of the other Party.
(1) Except as otherwise expressly provided herein, nothing in this Agreement,
express or implied, is intended to confer upon any person, other than the Parties hereto, any
benefits, rights or remedies under or by reason of this Agreement.
(m) This Agreement is effective upon execution by all the Parties. This Agreement
may be executed simultaneously in one or several counterparts, each of which will be deemed an
original and all of which together will constitute one and the same instrument. The terms of this
Agreement will become binding upon each Party from and after the time that it executes a copy
hereof. In like manner, from and after the time it executes a consent or other document
authorized or required by the terms of this Agreement, such consent or other document will be
binding upon such Party. If the County has not executed the Construction Contract and given
notice to proceed by June 30, 2006, the Developers may terminate this Agreement. and be
relieved of any obligation to pay any amount under this Agreement. If all required rights-of-way
for the Project has not been obtained by January 2006, either the County or the Developers may
terminate this Agreement and, in such event, both parties will be relieved of any and all
obligations under this Agreement.
(n) The following exhibits are attached to and incorporated into this Agreement for
all purposes:
Exhibit A-1:
Exhibit A-2:
Exhibit B:
Exhibit C:
Exhibit D:
Exhibit E:
Exhibit F:
Developer's Project
The Project and Right -of -Way
Preliminary Budget
Form of Project Engineer's Contract
Form of Project Manager's Contract
Form of Construction Contract
Williamson County Invoice Cover Sheet Form
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple
copies, each of equal dignity, on this day of 2004.
WILLIAMSON COUNTY, TEXAS
C_
•
,
193976-6 09/27/2004
By:
•
Name:
Title:
J
h'h (... V{� ii f i"� 1ZI
C-OCWf), JO Jj e
Date: 1G' . -6' 4-
12
Exhibit E
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HIGHLANDS AT MAYFIELD RANCH,
LTD.
By: BJM Mayfield Ranch GP, Inc., a Texas
corporation, General Partner
By:
Date:
Blake J. Magee, President
/-0 (el
,
Forn
Dele
1 193976-6 09/27/2004
13
Exhibit E
1 193976-6 09/27/2004
PARKSIDE AT MAYFIELD RANCH, LTD.,
a Texas limited partnership
By: i.S-:-C
,a
Leers Ci log its General Partner
By:
Name:
Title: r r\jLC,2x..
14
Exhibit E
Date:
DEVELOPER'S PROJ I
• ...i.-....„.-4-,.._:1-;,.-7;
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Exhibit E
hEE
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•
DATE: September 20, 2004
FILE: Arterial H to Sam Bass
PROJECT: Arterial H to Sam Bass
PROJECT#:
USE: S. F. LOTS ACRES:
LOT SIZES: NO. OF LOTS:
LINEAR FEET OF STREETS: 4,250
EXHIBIT "B"
2004
ARTERIAL H TO SAM BASS
11.50
1
TOTAL COST
COST/LOT/MF
2,110,040
0
50.00% 50.00%
COST BID TOTAL WILLIAMSON HIGHLANDS/ TOT COST/
CODE DESCRIPTION BUDGET PRICES BUD/BID COUNTY PARKSIDE L.F. STREET
HARD COSTS
STREETS 557,500 0 557,500 278,750 278,750 131
SIDEWALKS - 4,100' N. Side 52,500 0 52,500 26,250 26,250 12
WATER 0 0 0 0 0 0
HONEYBEAR CREEK CULVERT 400,000 0 400,000 200,000 200,000 94
WATER QUALITY POND 0 0 0 0 0 0
DRAINAGE 585,000 0 585,000 292,500 292,500 138
EROSION CONTROLS 50,000 0 50,000 25,000 25,000 12
STREET LIGHTS 38.500 0 38.500 19,250 19.250 0
TOTAL HARD COSTS 1,683,500 0 1,683,500 841,750 841,750
396
• SOFT COSTS
UNDERGROUND ELEC, CAB,Tb 0 0 0 0 0 0
ENGINEERING - 8% 134,680 0 134,680 67,340 67,340 32
SOIL TESTING 15,000 0 15,000 7,500 7,500 4
FILING/INSPECT. FEES -2% 33,670 0 33,670 16,835 16,835 8
TCEQ 5,000 0 5,000 2,500 2,500 1
DETENTION FEE 0 0 0 0 0 0
OVERSIZE FEE 0 0 0 0 0 0
MANAGEMENT FEES - 4% 67,340 0 67,340 33,670 33,670 16
IIIICOPIES & REPRODUCTION 2,500 0 2,500 1,250 1,250 1
CONTINGENCY- 10% OF H.C. 168.350 0 168.350 84,175 84.175 40
0
TOTAL SOFT COSTS 426,540 0 426,540 213,270 213,270 100
TOTAL COSTS 2,110,040
0 2,110,040 1,055,020 1,055,020 496
'Project will construct 1-24' lane (curb and gutter) from Mayfield Ranch, Section 7 to Sam Bass Road
Revised
09/23/04
Dec 24, 03
Jan 27, 04
Sep 20, 04
Exhibit E
qc
Initial Budget
Based on Hard Cost Estimate by Randall Jones Eng.
Final Budget Attached to Roadway Agreement
Parkside at Mayfield Ranch - Arterial H to Sam Bass.123
EXHIBIT "C"
AGREEMENT FOR
ENGINEERING SERVICES
FOR
ARTERIAL "H"
STATE OF TEXAS
COUNTY OF TRAVIS
THIS AGREEMENT made, entered into, and executed this 23rd day of September 2004, by and between
THE HIGHLANDS AT MAYFIELD RANCH, LTD. (hereinafter called the "CLIENT") and RANDALL JONES
• ENGINEERING, INC. (hereinafter called the "ENGINEER").
WHEREAS, the CLIENT desires to construct street and drainage improvements for a tract of land, located
approximately between Sam Bass Rd. and Honey Bear Creek and from Flowstone Lane to Lagoona Drive in
Williamson County, Texas, to be known as ARTERIAL "H" (hereinafter called the "PROJECT");
WHEREAS, the CLIENT desires to obtain professional engineering services in connection with the
PROJECT, such services to include development of design concepts; design and preparation of construction plans
for internal drainage, and street improvements;
WHEREAS, the ENGINEER is qualified and capable of performing the professional engineering services
proposed herein, is acceptable to the CLIENT, and is willing to enter into an Agreement with the CLIENT to
perform such services;
NOW, THEREFORE, be it resolved, that the parties hereto do mutually agree as follows:
ARTICLE 1
EMPLOYMENT OF THE ENGINEER
The CLIENT agrees to retain the ENGINEER, and the ENGINEER agrees to perform professional
engineering services in connection with the PROJECT as set forth in sections following; and the CLIENT agrees to
pay, and the ENGINEER agrees to accept fees as specified in sections following as full and final compensation for
the 'work accomplished.
ARTICLE 2
PROFESSIONAL ENGINEERING SERVICES
The following categories of services are to be provided by the ENGINEER under this Agreement:
PROFESSIONAL SERVICES
AGREEMENT
1
Exhibit E
Pon. 14 ..4"2G
A. Basic Services
B. Additional Services
Basic Services include and are limited to engineering design for the street, water and wastewater systems and
drainage improvements for the proposed roadway. The Additional Services include work items that may be required
to supplement the Basic Services.
2.1 BASIC SERVICES
The Basic Services will be performed in two phases: design and construction administration. Improvements will
consist of street and drainage improvements to singlefamily lots. The services to be provided by the ENGINEER in
each of these phases are as follows:
2.1.1 Final Design Phase
a. Prepare final drawings and specifications for incorporation into the Contract
Documents. The drawings and specifications will be basedon the approved
Roadway Alignment and supporting documents, and shall comply with regulations in
effect at the date of execution of this contract. Revisions resulting from
modifications to this basis prompted by either the CLIENT or reviewing agencies
shall be performed as an Additional Service.
b. Prepare one time, an estimate of development cost based on the approved drawings,
specifications, and materials and labor prices prevailing at the time of the estimate
without consideration of inflationary increases in cost.
c. The ENGINEER will assist the CLIENT in procuring approvals from reviewing
agencies by participating in submissions to and negotiations with these agencies.
Preparation and assistance in making presentations to reviewing agencies shall be
limited to normal procedures for obtaining approvals. If additional support by the
ENGINEER is required due to prolonged actions by said bodies or staff, or due to a
variance from ordinance, such work will be performed as an additional service upon
prior approval by CLIENT. The CLIENT will be responsible for payment of all
review, inspection, and recording fees.
' 2.1.2 Construction Administration - Bidding
a. Prepare for review and approval by CLIENT, remaining components of Contract
Documents including construction contract agreement forms, general conditions,
supplementary conditions, and where appropriate, bid forms, invitations to bid, and
instruction to bidders.
PROFESSIONAL SERVICES
AGREEMENT
2
Exhibit E
1n �o1e
b. Assist the CLIENT in obtaining bids or negotiating proposals for each separate prime
contract for construction materials, equipment and services by distributing sets of bid
documents to Contractors.
c. Assist the CLIENT in evaluating bids or proposals in assembling and awarding
contracts by supervising bid opening, tabulating bids, notifying bidders of results,
writing letter of intent to award, writing notice to proceed, and reviewing and
approving bond insurance documents.
2.1.3 Construction Administration— Construction Phase
a. Make visits to the site at intervals appropriate to the various stages of construction to
observe as an experienced and qualified design professional the progress and quality
of the executed work of Contractor(s) and to determine in general if such work is
proceeding in accordance with the Contract Documents. ENGINEER shall not be
required to make exhaustive or continuous on-site inspections to check the quality or
quantity of such work. ENGINEER shall not be responsible for the means, methods,
techniques, sequences or procedures of construction selected by Contractor(s) or the
safety precautions and programs incident to the work of the Contractor(s).
ENGINEER's efforts will be directed toward providing a greater degree of confidence
for CLIENT that the complete work of Contractor(s) will conform to the Contract
Documents, but the ENGINEER shall not be responsible for the failure of
Contractor(s) to perform the construction work in accordance with the Contract
Documents. During such visits and on the basis of his on-site observations
ENGINEER shall keep CLIENT informed of the progress of the work, shall endeavor
to guard CLIENT against defects and deficiencies in such work and may disapprove
or reject work failing to conform to the Contract Documents.
b. Issue all instructions of CLIENT to Contractor(s); issue necessary interpretations• and
clarifications of the Contract Documents and in connection therewith prepare change
orders as required; have authority, as CLIENT's representative, to require special
inspection or testing of the work upon approval by CLIENT; act as initial interpreter
of the requirements .of the Contract Documents and judge of the acceptability of the
work thereunder and make decisions on all claims of CLIENT and Contractor(s)
relating to the acceptability of the work or the interpretation of the requirements of
the Contract Documents pertaining to the execution and progress of the work; but
ENGINEER shall not be liable for the results of any such interpretations or decisions
rendered by him in good faith.
c. Based on ENGINEER's on-site observations as an experienced and qualified design
professional and on review of applications for payment and the accompanying data
and schedules, determine the amounts owing to Contractor(s) and recommend in
writing payments to Contractor(s) in such amounts; such recommendations of
PROFESSIONAL SERVICES
AGREEMENT
3
Exhibit E
n__- ^In ..r,c
payment will constitute a representation to CLIENT, based on such observations and
review, that the work has progressed to the point indicated that, to the best of
ENGINEER's knowledge, information and belief, the quality of such work is in
accordance with the Contract Documents (subject to an evaluation of such work as a
functioning Project upon Substantial Completion, to the results of any subsequent
tests called for in the Contract Documents, and to any qualification stated in his
recommendation), and that payment of the amount recommended is due
Contractor(s); but by recommending any payment ENGINEER will not thereby be
deemed to have represented that continuous or exhaustive examinations have been
made by ENGINEER to check the quality or quantity of the work or to review the
means, methods, sequences, techniques for procedures of construction or safety
precautions or programs incident thereto or that ENGINEER has made an
examination to ascertain how or for what purposes any title to any Contractor has
used the moneys paid on account of the Contract Price, or that title to any of the work
materials or equipment has passed to CLIENT free and clear of any lien, claims,
security interests or encumbrances, or that the Contractor(s) have completed their
work exactly in accordance with the Contract Documents.
d. Conduct an inspection to determine if the PROJECT is substantially complete and
final inspection to determine if the work has been completed in accordance with the
Contract Documents and if each Contractor has fulfilled all of his obligations
thereunder so the ENGINEER may recommend, in writing, final payment to each
Contractor and may give written notice to CLIENT and the Contractor(s) that the
work is acceptable (subject to any condition therein expressed).
e. Construction staking shall be done by RJ Surveying and paid for by the
CONTRACTOR. For the fee stated in the construction contract, SURVEYOR shall
provide construction staking and prepare cut sheets as required for initial street
excavation; and final field staking and cut sheet preparation for storm sewer,
wastewater and street construction. All restaking and resetting of pins will be
considered additional work and will be billed on an hourly fee basis.
2.2 OFFSITE IMPROVEMENTS
Offsite improvements beyond the limits of "The Project" are not anticipated for this contract and are excluded from
the 'services described herein.
2.3 ADDITIONAL -SUPPLEMENTAL SERVICES
The following list of fees and supplemental services will be considered outside the scope of basic services.
All additional work will be billed hourly, or at a predetermined lump sum price.
PROFESSIONAL SERVICES
AGREEMENT
4
Exhibit E
Pacer 21 of iG
Extra Sections
ADA Applications
Detention Ponds
TCEQ Applications
Water Quality Ponds.
Payment of all government fees
FHA Grading Plans
Addressing of further questions after the
plans have been approved
Detention/Flood Plain Study/Analysis
EPA/NPDES/TPDES Applications and
Permits
Flood Plain Study or FEMA Revisions
Offsite Roads and Utilities for Future and
Proposed Lots
• 2.4 EXCLUSIONS
The services stipulated in the section below are specifically excluded from the scope of Basic Services. They shall
be offered, if required, at the time that a definite scope of service can be defined. In the event these services are
required, a scope of services and any fee adjustment shall be agreed upon in advance. of services being
accomplished; and the Agreement shall be amended. These services include:
a. Surveys for Right-of-way acquisition and offsite easements. Field surveying, deed research; office calculation,
map preparation, and certifications required to settle boundary disputes, encroachments, conflicts,
determination of deeds of trust, or other similar problems,
b. Field surveys to locate and identify trees and other vegetation on the property.
c. Assistance in obtaining variances from City Ordinances.
4110 d. Visits to the job site, otherthan periodic visits, to approve construction, mediate disputes, etc.
e. Restaking of lot corners for gas, electric, water and wastewater service construction.
1110
f. Geotecluiical or Soil and foundation investigations or any special surveys and tests which maybe required for
design, and arrangement for such work to be done.
g. Redesign of proposed improvements due to CLIENT requests, changes in reviewing agency standards, or to
accommodate existing improvements as designed by others.
h. Resetting of lot pins upon completion of construction.
i. Preparation of field notes for land exchanges or dedication of easements by separate instrument.
1 j. Assistance in obtaining franchise utility services, i.e. gas, electric, telephone, cable TV.
PROFESSIONAL SERVICES
AGREEMENT
5
Exhibit E
k. Design of retaining walls and other structural elements.
1. Meetings, reports, or other assistance requested by parties other than CLIENT.
m. Design of off-site improvements.
n. Landscaping
o. Structural Design
p. Topographic Surveys
q. Any other services required or requested that are not included under Basic Services.
r. Environmental Assessments; Geological Assessments; studies for noise, trees; archeological or historical
sites, wetlands, endangered species or similar resources.
ARTICLE 3
OWNERSHIP OF DOCUMENTS
All documents, including original drawings, estimates, specifications, field notes and data shall remain the property
of the ENGINEER. CLIENT may at his expense obtain a set of reproducible recorded copies of drawings and other
documents, but agrees that he will use such copies solely in connection with the project covered by this Agreement
and for no other purpose.
PROFESSIONAL SERVICES
AGREEMENT
6
Exhibit E
4.1 PAYMENTS
ARTICLE 4
COMPENSATION
The services proposed herein will be paid on a lump sum, per lot or hourly fee basis as follows:
Construction staking shall be done by RJ SURVEYING, INC. and paid for by the CONTRACTOR.
•SURVEYOR shall provide construction staking and prepare cut sheets as required for initial street
excavation; and final field staking and cut sheet preparation for storm sewer, wastewater and street
construction. Fee for construction staking shall be $1.25/per linear foot of line staked. All restaking and
resetting of pins will be considered additional work and will be billed on an hourly basis.
The per lot prices for construction plans as listed above, will remain in effect for a period of two (2) years
from the date of this executed agreement. If the project extends beyond the two year time period, Randall
.Jones Engineering, Inc. reserves the right to renegotiate the per lot prices to reflect current prevailing market
fees.
Monthly billing at the following schedule:
Construction Plans - Up to 75% of fee on plans at initial submittal
Design Phase - Up to 100% of fee on plans on Approval
Construction Administration — Monthly billing based on percentage of project completion
4.1.2 Hourly Charge
Hourly charges are to be based on the current Standard Rate Schedule effective at the time of
billing. The current Standard Rate Schedule is attached.
PROFESSIONAL SERVICES
AGREEMENT
7
Exhibit E
Section
Item
Engineering Fee
2.1
Plans Design Phase
Plans Construction Phase
7% of construction costs
1% of construction costs
2.2
Offsite Improvements
Lump Sum as agreed upon by
Client
2.3
Detention Ponds and Water
Quality Ponds
7% of Construction Cost
2.3
Additional Services
See Table 2.3
Construction staking shall be done by RJ SURVEYING, INC. and paid for by the CONTRACTOR.
•SURVEYOR shall provide construction staking and prepare cut sheets as required for initial street
excavation; and final field staking and cut sheet preparation for storm sewer, wastewater and street
construction. Fee for construction staking shall be $1.25/per linear foot of line staked. All restaking and
resetting of pins will be considered additional work and will be billed on an hourly basis.
The per lot prices for construction plans as listed above, will remain in effect for a period of two (2) years
from the date of this executed agreement. If the project extends beyond the two year time period, Randall
.Jones Engineering, Inc. reserves the right to renegotiate the per lot prices to reflect current prevailing market
fees.
Monthly billing at the following schedule:
Construction Plans - Up to 75% of fee on plans at initial submittal
Design Phase - Up to 100% of fee on plans on Approval
Construction Administration — Monthly billing based on percentage of project completion
4.1.2 Hourly Charge
Hourly charges are to be based on the current Standard Rate Schedule effective at the time of
billing. The current Standard Rate Schedule is attached.
PROFESSIONAL SERVICES
AGREEMENT
7
Exhibit E
•
4.1.3 Reimbursable Expenses
All direct reimbursable expenses shall be at the prevailing commercial rate or cost, plus 10%
for handling.
Reimbursable expenses shall include long distance telephone calls, telegrams,
reproduction expenses, mileage, delivery, survey stakes, lathes, lion rods and similar
items.
4.2 TIMES OF PAYMENT
4.2.1 ENGINEER shall submit monthly statements for all services rendered. The statements will
be based upon the actual work performed.
4.3 OTHER PROVISIONS CONCERNING PAYMENTS
4.3.1 Late Payment to ENGINEER
All payments for services rendered by the ENGINEER that have. not been paid within 30
days after invoice approval by Client, shall thereafter accrue interest at the rate of one and
one half percent (1.5%) per month. In addition, ENGINEER; after giving seven days written
notice to CLIENT, may suspend services under this Agreement until he has been paid in full
all amounts due him for services and expenses.
4.3.2 Period of Service
The various rates of compensation for ENGINEER's services provided above have been
agreed to in anticipation of the orderly and continuous progress of the PROJECT.
ENGINEER's obligation to render services hereunder will extend for a period which may
reasonably be required for the design of the PROJECT including extra work and required
extensions thereto.
ARTICLE 5
LIABILITY LIMITATION
ENGINEER shall have no liability to CLIENT or others as a consequence of express or implied approval of any
construction activities, for any defective construction (whether or not observed by ENGINEER) for any excess of
construction costs over an amount estimated, or for any other reason beyond the use of reasonable skill in the
preparation of particular drawings and designation of particular materials for the assignment covered by this
*Agreement. In no event shall ENGINEER's liability exceed the amount of total compensation received on each
PROFESSIONAL SERVICES
AGREEMENT
Exhibit E
isection by ENGINEER under this Agreement.
•
Notwithstanding any other provision of the Agreement, neither party shall be liable to the other for any
consequential damages incurred due to the fault of the other party, regardless of the nature of this fault or whether it
was committed by the Client or the ENGINEER, their employees, agents, subconsultants or subcontractors. No
employee or agent of ENGINEER shall have individual liability to CLIENT. In no event and under no
circumstance, shall ENGINEER be liable to CLIENT for consequential, incidental, indirect, special or punitive
damages. Consequential damages include, but are not limited to, loss of use and loss of profits.
The Client agrees to extend any and all liability limitations and indemnifications provided by the Client' to the
ENGINEER to those individuals and entities the ENGINEER retains for performance of the services under this
Agreement, including but not limited to the ENGINEER's officers and employees and their heirs and assigns, as well
as the ENGINEER's subconsultants and their officers, employees, heirs and assigns.
All legal actions by either party against the other arising out of or in any way connected with the services to be
performed hereunder shall be barred and under no circumstances shall any such claim be initiated by either party
after three (3) years from the date of issuance of the Certificate of Completion, unless the ENGINEER's services
shall be terminated earlier, in which case the date of termination of this Agreement shall be used.
ARTICLE 6
TERMINATION
6.1 CONDITIONS OF TERMINATION
This Agreement may be terminated without cause at any time prior to completion of ENGINEER's services
either by CLIENT or by ENGINEER, upon seven days written notice to the other at the address of record.
Termination shall release each party from all obligations of this Agreement, except specified in paragraph
6.2, below.
6.2 COMPENSATION PAYABLE ON TERMINATION
On termination, either by CLIENT or ENGINEER, CLIENT shall pay ENGINEER the full amount specified
above, with respect to any Engineering Services performed to date of termination (including all
Reimbursable Expenses incurred).
ARTICLE 7
INSURANCE
ENGINEER agrees to maintain workmen's compensation insurance to cover all of its own personnel engaged in
performing services for CLIENT under this Agreement. ENGINEER also agrees to maintain general liability
insurance against damages resulting from bodily injury, death or property damage from accidents arising in the
course of services performed under this Agreement.
PROFESSIONAL SERVI CES
AGREEMENT
9
Exhibit E
ARTICLE 8
CONTROLLING LAW
This Agreement is to be governed by the law of the principal place of business of the ENGINEER in Austin, Travis
County, Texas and venue for any suit in conjunction with this Agreement shall be in the District Courts of Travis
County, Texas or the U.S. District Court for the western District of Texas, Austin Division.
ARTICLE 9
SUCCESSORS AND ASSIGNS
09.1 CLIENT and ENGINEER each binds himself and his. partners, successors, executors, administrators, assigns
and legal representatives to the other party to this Agreement and to the partners, successors, executors,
administrators, assigns and legal representatives of such other party, in respect to all covenants, agreements
and obligations of this Agreement.
9.2 Neither. CLIENT nor ENGINEER shall assign, sublet or transfer any rights under or interest in (including,
but without limitation, monies that may become due or monies that are due) this Agreement without the
written consent of the other, except as stated in paragraph 9.1 and except prior to the extent that the effect of
this limitation may be restricted by law. Unless specifically stated to the contrary in any written consent to
an assignment, no assignment will release or discharge the assignor from any duty or responsibility under
this Agreement. Nothing contained in this paragraph shall prevent ENGINEER from employing such
independent consultants, associates and subcontractors as he may deem appropriate to assist him in the
performance of services hereunder.
40 9.3 Nothing herein shall be construed to give any rights or benefits hereunder to anyone other than the CLIENT
and ENGINEER.
PROFESSIONAL SERVI CES
AGREEMENT
10
Exhibit E
n �1,l'2c
ARTICLE 10
EXECUTION OF AGREEMENT
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement the day and year first written
above.
RANDALL JONES ENGINEERING, INC.
1212 E. BRAKER LANE
AUSTIN, TEXAS 78753
(512) 836-4793
By:
Randall Jones, P.E., RPLS
•
Title: President
Date:
PROFESSIONAL SERVICES
AGREEMENT
By:
Title:
Date:
STANDARD RATE SCHEDULE FOLLOWS
Exhibit E
•
STANDARD RATE SCHEDULE
Effective July 1, 2000 the following new rate schedule will become effective for work performed on an hourly -charge
basis.
OFFICE PERSONNEL SERVICES
DIRECT LABOR
Principal $120.00 per hour
Project Engineer $100.00 per hour
Staff Engineer $ 85.00 per hour
Registered Surveyor $100.00 per hour
GPS Data Processor $110.00 per hour
Senior Technician $ 65.00 per hour
• Technician $ 55.00 per hour
Draftsman $ 45.00 per hour '
Clerical $ 45.00 per hour
FIELD PARTY SERVICES
Field Crew
•*GPS Field Unit & Operator
$ 90.00 per hour
$135.00 per hour
REIMBURSABLE EXPENSES
All direct reimbursable expenses shall be at the prevailing commercial rate or cost, plus 10% for handling.
. Reimbursable expenses shall include long distance telephone calls, telegrams, reproduction expenses, mileage,
delivery, survey stakes, lathes, Iron rods and similar items.
NOTES
1. Field Party rates include conventional equipment, supplies and survey vehicles. Abnormal use of stakes,
lathes, etc. used such as during the construction phase of a project will be charged as indicated.
2. A minimum of two (2) hours field part time charge will be made for show -up time and return to office,
resulting from inclement weather conditions, etc.
3. Field Party stand-by time will be charged for at the above -shown appropriate rates.
4. Rates for GPS apply to actual time GPS units are in use. All other time will be charged at appropriate
normal field party rates.
PROFESSIONAL SERVICES
AGREEMENT
12
Exhibit E
EXHIBIT "D"
MANAGEMENT AGREEMENT
This Agreement is made and entered into effective as of the day of October, 2004, by
and between WILLIAMSON COUNTY, Texas ("County"), and BLAKE MAGEE COMPANY,
L.P., a Texas limited partnership ("Project Manager").
WITNESSETH:
WHEREAS, in connection with its development of the The Highlands at Mayfield Ranch and
Parkside at Mayfield Ranch (collectively, the "Developers), and in recognition ofthe impact that the
development will have on traffic demands in the County, the County and Developers have entered
into a Roadway Participation Agreement to design and construct two lanes of Arterial H from
Mayfield Ranch, Section 7 to Sam Bass Road as shown on Exhibit A ("The Project") and
WHEREAS, the County is willing to proceed with. construction of the Project, provided that
the Developer's pay or reimburse the County for certain costs of the Project as provided in this
Agreement; and
WHEREAS, the Roadway Participation Agreement (the "Roadway Agreement")
allocates to County responsibility for hiring Project Manager to manage the Project, and County
and Developers have agreed that Project Manager will manage the construction ofthe Project for the
County on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration ofthe premises and the covenants contained herein,
the parties agree as follows:
SCOPE OF SERVICES
1. Pre -Construction Phase:
a. Coordinate and supervise the design of, and processing for approval of street
and drainage plans with Randall Jones Engineering (the "Project Engineer")
with Williamson County and the City of Round Rock and including but not
limited to obtaining the necessary permits to begin construction;
b. Coordinate and supervise the Project Engineer's preparation of applications
for, and precessing for approval of the WPAP and NOI from the Texas
Commission on Environmental Quality ("TCEQ")
c. Coordinate and supervise the design of any and all dry utility plans with any
and all public utility companies;
d. Prepare final budgets and prepare monthly status report, ledger and cash flow
reports, all of which compare budgeted costs to actual costs;
Exhibit E
PaaP'3fl of 1S
e. Assist the Project Engineer in preparing public bid proposals from contractors
for the construction of street and drainage improvements and assist the
County with selection of the most qualified low -bidder.
2. Construction Phase:
a. Assist Project Engineer in obtaining bid proposals from contractors, tabulate
and analyze bid results, and award and prepare construction contracts with
contractor selected by County for the construction of the street and drainage
improvements.
b. Coordinate construction of street and drainage improvements with
contractors selected by the County so Project is constructed in accordance
with the plans and specifications prepared by Project Engineer;
c. Provide County with monthly written reports which shall include a schedule
of estimated completion dates of project improvements, a reasonably detailed
budget status report, and actual costs to date.
d. Pursue substantial completion and final acceptance of street and drainage
improvements with Williamson County; and
e. Attend meetings with County and Project Engineer, as needed.
OUTLINE OF PROPOSED FEES
Payment of fees for pre -construction and construction services shall be based on the terms and
conditions outlined below:
1. The fee for project management services shall be four percent (4%) of the "hard costs" of
the Project as shown on the preliminary budget attached hereto as Exhibit "B". Payment
of said fee shall be payable monthly at a rate of $4,000.00 per month beginning when
construction of the Project commences. Owners shall also reimburse Project Manager for
costs incurred in connection with the Project, including, reproduction costs, delivery
expenses and postage expenses. If the total fee has not been paid when the Project Manager
obtains a substantial completion from Williamson County, then the balance of the fee shall
be due and payable at that time.
TERM OF THE AGREEMENT
This Agreement shall be effective on the date the Owner enters into the Roadway
Participation Agreement with the Developers and shall be in full force and effect until project
completion. Further, either Owner or Project Manager may terminate this agreement at any time
upon a default by the other party. A party shall be deemed in default hereunder if such party fails
to make any payment, perform any obligations described herein with fifteen (15) days after notice
from the other party; provided, however that if performance of the obligations require more than
fifteen (15) days, the party shall not be deemed in default with respect to such performance unless
the party does not begin curing default within fifteen (15) days after notice of same and to diligently
pursue such cure to completion.
Exhibit E
PaOe. 31 of 35
i
•
OTHER PROVISIONS
A. Assignment. The rights and obligations arising hereunder shall not be assignable by any of
the parties hereto without the prior written consent of all the other parties hereto.
B. Attorneys' Fees. If any party defaults hereunder, the defaulting party shall pay the other
party's reasonable attorneys' fees, expert witness fees, travel and accommodations expenses,
deposition and trial transcript costs and cost of court and other similar costs or fees paid or
incurred by the .other party by reason of or in connection with the default (whether or not.'
legal or other proceedings are instituted). If any party hereto finds it necessary to bring an
action at law or other proceeding against the other party to enforce any of the terms,
covenants or conditions hereof or any instrument executed pursuant to this Agreement, or
by reason of any breach hereunder, the party prevailing in any such action or other
proceeding shall be paid all costs and reasonable attorneys' fees by the other party, and in the
event any judgment is secured by such prevailing party, all such costs and attorneys' fees
shall be included in any such judgment, attorneys' fees to be set by the court and not by jury.
C. Indemnification. Each party hereto shall indemnify and hold the other forever harmless
from any damages, costs, expenses, claims, causes of action and losses, including
consequential damages, resulting from breach by the indemnifying party of any or all of the
warranties, representations or covenants contained herein. In addition, Owner shall
indemnify and hold Project Manager harmless from any and all costs, expenses, claims, suits,
damages and liabilities related to or arising in connection with the Project in anyway except
to the extent such cost, expense, claim, suit, damage or liability is caused by Project
Manager's negligence or willful misconduct. Each party hereto shall provide the other with
evidence that such party maintains general liability insurance, of at least One Million Dollars
($1,000,000.00). Each party agrees to maintain such insurance in full force and effect during
the term of this Agreement, and that it will obtain from its insurance carrier endorsements
to all applicable policies waiving the carrier's rights of recovery under subrogation or
otherwise against the other party.
D. Terminology. Whenever the context so requires in this Agreement, the masculine gender
includes the feminine and/or neuter and the singular number includes the plural. The use
herein of the words "including" or "include" when following any statement, term or matter
shall not be construed to limit such statement, term or matter to those specific terms or
matters, or similar terms or matters, set forth immediately following such statement, term or
matter, whether or not non -limiting language (such as "without limitation" or "but not limited
to" or words of similar import) is used with reference thereto.
E. Time of Essence. Time is of the essence of this Agreement; however, in the event the
provisions of this Agreement require any act to be done or action to be taken hereunder on
a date, or on or before a date, which is a Saturday, Sunday or legal holiday, such act or action
shall be deemed to have been validly taken on the next succeeding day which is not a
Saturday, Sunday or legal holiday.
Exhibit E
..l 1G
F. Waiver. No waiver by any party of a breach of this Agreement shall be construed
as a waiver of any preceding or succeeding breach of the same or any other covenant, condition or
agreement hereof, and no delay in exercising any right or remedy shall constitute a waiver thereof.
G. Facsimile Signature. Each party hereto agrees that a signature transmitted by
facsimile transmission shall constitute the binding signature of such party.
P. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first written above.
PROJECT MANAGER:
BLAKE MAGEE COMPANY, L.P, a Texas limited
partnership
By: Blake Magee GP, LLC, a Texas limited liability
company, General Partner
Date: October _, 2004 By:
Blake J. Magee, President
1011 N. Lamar Boulevard
Austin, Texas 78703
(512) 481-0303 - Office
(512) 481-0333 - Fax
COUNTY:
WILLIAMSON COUNTY, TEXAS
By:
John Doerfler, County Judge
710 Main Street, #201
Williamson County Courthouse
Georgetown, Texas 78626
Exhibit E
Page 33 of 35
EXHIBIT "A"
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Exhibit E
Page 34 of 35
EXHIBIT "B"
DATE: September 20, 2004
FILE: Arterial H to Sam Bass
PROJECT: Arterial H to Sam Bass
PROJECT#:
USE: S. F. LOTS ACRES:
LOT SIZES: NO. OF LOTS:
LINEAR FEET OF STREETS: 4,250
COST
TOTAL COST
COST/LOT/MF
11.50
2,110,040
0
50.00% 50.00%
BID TOTAL WILLIAMSON HIGHLANDS/ TOT COST/
CODE DESCRIPTION BUDGET PRICES BUD/BID COUNTY PARKSIDE L.F. STREET
09/23/2004
HARD COSTS
STREETS 557,500 0 557,500 278,750 278,750 131
SIDEWALKS - 4,100' N. Side 52,500 0 52,500. 26,250 26,250 12
WATER 0 0 . 0 0 0 0
HONEYBEAR CREEK CULVERT 400,000 0 400,000 200,000 200,000 94
WATER QUALITY POND 0 0 0 0 0 0
DRAINAGE 585,000 0 585,000 292,500 292,500 138
EROSION CONTROLS 50,000 0 50,000 25,000 25,000 12
STREET LIGHTS 38.500 Q 38.500 19.250 1%250 $
TOTAL HARD COSTS 1,683,500 0 1,683,500. 841,750 841,750 396
SOFT COSTS
UNDERGROUND ELEC, CAB,TV 0 0 0 0 0 0
ENGINEERING - 8% 134,680 0 134,680 67,340 67,340 32
SOIL TESTING 15,000 0 15,000 7,500 7,500 4
FILING/INSPECT. FEES -2% 33,670 0 33,670 16,835 16,835 8
TCEQ 5,000 0 5,000 2,500 2,500 1
DETENTION FEE 0 0 0 0 0 0
OVERSIZE FEE 0 0 0 0 0 0
MANAGEMENT FEES - 4% 67,340 0 67,340 33,670 33,670 16
COPIES & REPRODUCTION 2,500 0 2,500 1,250 1,250 1
CONTINGENCY - 10% OF H.C. 168.350 Q 168.350 84.175 84.175 �0
TOTAL SOFT COSTS 426,540 0 426,540 213,270 213,270 100
TOTAL COSTS 2,110,040 0 2,110,040 1,055,020 1,055,020 496
*Project will construct 1-24' lane (curb and gutter) from Mayfield Ranch, Section 7 to Sam Bass Road
Revised Dec 24, 03 Initial Budget
Jan 27, 04 Based on Hard Cost Estimate by Randall Jones Eng.
Sep 20, 04 Final Budget Attached to Roadway Agreement
Exhibit E
Page 35 of 3.5
Parkside at Mayfield Ranch - Arterial H to Sam Bass.123
EXHIBIT F
Consent Resolution
RESOLUTION NO.
A RESOLUTION GRANTING THE CONSENT OF THE CITY OF
ROUND ROCK, TEXAS, TO THE CREATION OF PARKSIDE AT
MAYFIELD RANCH MUNICIPAL UTILITY DISTRICT WITHIN THE
CITY'S EXTRATERRITORIAL JURISDICTION.
WHEREAS, the City of Round Rock received a Petition for Consent to the Creation of a
Municipal Utility District, proposed to be known as Parkside Municipal Utility District, for
370.456 acres of land, a copy of which petition is attached as Exhibit 1; and
WHEREAS, according to the City's official maps of its incorporated city limits and
extraterritorial jurisdiction, all of such land is located within the City's extraterritorial
jurisdiction; and
WHEREAS, Section 54.016 of the Texas Water Code and Section 42.042 of the Local
Government Code provide that land within a city's extraterritorial jurisdiction may not be
included within a district without the city's written consent; NOW, THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL
OF THE CITY OF ROUND ROCK, TEXAS:
That the City Council of the City of Round Rock, Texas, gives its written consent to the
creation of a municipal utility district, proposed to be known as Parkside at Mayfield Ranch
Municipal Utility District, on 370.456 acres of land, as described in the attached petition.
PASSED AND APPROVED on the day of , 2005.
Mayor, City of Round Rock
ATTEST: APPROVED:
City Secretary City Attorney
Exhibit F
Page 1 of 6
183465-7 03/08/2005
PETITION FOR CONSENT TO THE CREATION
OF A MUNICIPAL UTILITY DISTRICT
TO THE HONORABLE MAYOR AND CITY COUNCIL OF THE CITY OF ROUND ROCK,
TEXAS:
The undersigned (the "Petitioner"), holding title to the land described below and acting
pursuant to the provisions of Chapters 49 and 54, Texas Water Code, respectfully petitions the
City Council of the City of Round Rock, Texas, for its written consent to the creation of a
municipal utility district over the land and, in support thereof, would show the following:
L
The name of the proposed district is PARKSIDE AT MAYFIELD RANCH
MUNICIPAL UTILITY DISTRICT (the "District").
II.
The District will be created and organized under the terms and provisions of Article XVI,
Section 59 of the Constitution of Texas and Chapters 49 and 54, Texas Water Code.
III.
The District will contain a total of approximately 370.456 acres of land, situated in
Williamson County, Texas. All of the land proposed to be included in the District is located
within the extraterritorial jurisdiction of the City of Round Rock, Texas (the "City"). All of the
land proposed to be included may properly be included in the District. The land proposed to be
included within the District is described by metes and bounds on Exhibit "A", which is attached
hereto and incorporated herein for all purposes.
IV.
Petitioner holds title to land proposed to be included within the District and is the owner
of a majority in value of such land, as indicated by the tax rolls of Williamson County, Texas.
V.
The general nature of the work to be done by the District at the present time is the design,
construction, acquisition, maintenance and operation of a waterworks and sanitary sewer system
for domestic and commercial purposes, and the construction, acquisition, improvement,
extension, maintenance and operation of works, improvements, facilities, plants, equipment and
appliances helpful or necessary to provide more adequate drainage for the District, and to
control, abate and amend local storm waters or other harmful excesses of waters, and such other
construction, acquisition, improvement, maintenance and operation of such additional facilities,
systems, plants and enterprises as shall be consonant with all of the purposes for which the
District is created.
VI.
There is a necessity for the above-described work, because there is not now available
within the area, which will be developed for single family residential uses, an adequate
waterworks system, sanitary sewer system, or drainage and storm sewer system. The health and
welfare of the present and future inhabitants of the area and of the territories adjacent thereto
170353-1 08/27/2003
Exhibit F
Page 2 of 6
require the purchase, design, construction, acquisition, ownership, operation, repair,
improvement and extension of an adequate waterworks system, sanitary sewer system, and
drainage and storm sewer system. A public necessity, therefore, exists for the creation of the
District, to provide for the purchase, design, construction, acquisition, ownership, operation,
repair, improvement and extension of such waterworks system, sanitary sewer system, and
drainage and storm sewer system, to promote the purity and sanitary condition of the State's
waters and the public health and welfare of the community.
VII.
A preliminary investigation has been made to determine the cost of the proposed
District's project, and it is now estimated by the Petitioner, from such information as it has at this
time, that such cost will be approximately $ 3 0 , 0 0 0 , 0 0 0
WHEREFORE, Petitioner prays that this petition be heard and that your Honorable Body
duly pass and approve an ordinance or resolution granting consent to the creation of the District
and authorizing the inclusion of the land described herein within the District.
RESPECTFULLY SUBMITTED this / J day of Qc. / O/a , 2003.
PETITIONER:
ELMER McLESTER, TRUSTEE
By:
THE STATE OF TEXAS
COUNTY OF TRAVIS
Elmer McLester
1411 West Ave., Suite 200
Austin, Texas 78701
This instrument was acknowledged before me on the / 5— day of
h Wit' , 2003, by Elmer McLester, Trustee.
(SEAL) :,;;;x:''�p MARA L. KARLEY
Notary Public, State of Texas
• My Commission Expires
January 31, 2007
170353-1 08/27/2003
Nota y Public, State of Texas
Exhibit F
Page 3 of 6
4
EXHIBIT "A"
370.456 acres consisting of (a) the 229.556 acres of land more parti cularly
described on Exhibit "A-1" attached hereto and (b) the 140.93 acres of land
more particularly described on Exhibit "A-2" attached hereto.
Exhibit F
Paee 4 of 6
Exhibit "A-1"
'Sing a-229.556 acre tract or parcel of land out of the A. Cern
Survey, Abstract No. 122 situated in Williamson County, Texas, being
all o: that sane tract conveyed to Perry Mayfield described in 2
deed recorded in volume 492, Page 173 of the Deed ?•ecoids•of said
County, said Mayfield Tract being more particularly described by
metes and bounds as follows;
Beginning at an iron pin set by a fence corner in, the East margin of
County Road No. 175, said point being the Southwest corner Of said
Mayfield Tract;
THENCE Northerly the following three (3) courses along said East
margin, as fenced: (1) N.37.38' 50"W. 257,20 fent to an iron pin
set, (2) N.37°21'05"W. 257.68 feet to an iron pin set, (3) ,
N,37415'15"W. 515.13 feet to an iron.pin set by a fence corner for
an ell corner hereof;
THENCE N.58°32'55"E. 370.58 feet to an iron pin set by a fence
corner for an ell corner hereof;
.THENCE N.27'47'W. 80.48 feet•to an iron pin set and N.33°10'20"t4.
37.1.36 feet to an iron pin sat by a fence corner for an ell corner
hereof;
THENCE N.31°13'55"E. 241.16 feet to an iron pin set by a fence
corner for an ell,corner hereof;
THENCE N.57"25'30"W. 228.25 feet to an iron pin found by a fence
corner for an ell•corner hereof;
THENCE N.17°28'30"E. 507.27 feet to an iron pin set and N.17°20'25"E.
352.17 feet to an iron pin found at a fends corner for the most
northerly Northwest corner hereof:
THENCE easterly the following five ($) courses, along the North line
of said Mayfield Tract, the North line hereof: (1) N.66'S9'40"E.
988.47 feet to an iron pin set; (2) N.66°32'20".1. 554.99' feet to an
iron pin set; (3) 14.66°39'05"E. 907.32 feet to an iron.pin set by
a 12" P.O.; (4) .N.72°19'E. 210.57 Beet to' ass iron pin set by'a 12"
L.O.; (5) N.82°01'E. 700,18 feet town iron pin set.by a fence corner
for the Northeast corner hereof;
THENCE southerly the fallowing six courses along the East line ot•
said, Mayfield tract, the East line hereof; (1) 5.24°24.'20"E. 84.50
feet to an irons pin found; (2) 5.19°28'40"E. 657.20.faet to an iron
pin found; (3) 5.18°59'30"E. 332,42 feet to an iron pin found; (4) '
5.17°48'15"E. 739.60 feet to an iron pin set; (5) 5.19°32'25"E.
428.11 feet to an iron pin set; (6) 5,22°06'15"E. 345.32 feet to an
iron pin set by a fence corner at the Southeast corner of said Mayfield
Tract;
-
THENCE westerly the following five (5) courses along the South lane
of said Mayfield Tract, the South line hereof; (1) 5.71°28'40"W.
628.14 teat to an iron pin set; (2) 5.73°05'05"W. 710.30 feet -to an
iron pin set; (3) 5.70°49'15"W. 820.42 feet to an iron pin sett'
(4) 5.70637'45"W. 938.55 feet to an iron pin set; (5) 5.70659'50"W.;
747.47 feet to the Point of Beginning of this described tract of
land, as fenced, containing 22'9.556 acres of land more or leas.
Exhibit F
T1- _ c rc
Exhibit "A-2"
Field otes for a 'tract of 140 931 ocres situoted iin YI;
out ct an a par4 of the following tracts. 1) that tract'f
on t �e Ja1Oes .*-1.i1.4.11:'
Survey; A-36, in deeds to U ' w Co
eta , da'Ped pril 7; 1900, recordelyan Vol; 91, pale 525':Dee
dated) Apr 1 1 co
1900 rerded' in Vol: 95, pogo' 390;' Dced
r.
dated" April' 5, 1904,- recorded. in Vol. 158, page, 1.70, DcedJllecor
descr bed 'e`s 1800 acres on the James S. Patter'on •Sur u, yip 501!„(
John Chtirch Survey, .4140^that were conveyed from M $ J Wul'kr''t'
deed eted February 20, 19144 recorded in Vol. 161, page 384, Dced 'Blear•
descr bed as,:containing 107 acres out of the James S. Patterson Survey_,”"`
from C Bowman to.:U,'W• Casey dated December 12 191 niid recorded in
130, eed Records. 4) that 100 acrd: tract out of the in r taslia Cdrr Ler Vey
wej c nveyed•by deed'to U; W. Caseyby:Walter R. Clir ,enter, date January 2
in Yo ` 100,1
page 99;' and S. W. Palm dated May 7, 1896-664 recordedin Y.
Deed ecords. 5)that tract described as containing 60 acres out oi'::the A?i
Surve , A=1H
22 in•a deed from Robert H. Krentel et ux to W .D Co u'yet ;`"""
11, 1 44, recorded in Vol. 324, page 72; Deed Records.
Be
ling at an iron stake found, beside u' fence em
the above --described 66 acre Casey tract Xocuted oi, 1.1,.•
the South.fence line of Lot 24 and at the NW corner „1
recorded in Cabinet C, Slide 117, Plot Records of -Willi
corner hereof.
•
Thence proceeding along the East fence line of :::,i'1 (4 mere C:ii.'y Lract`,nd t
fence line of Lots 27 thru,30 of said Whitetail :411„I1vision., ,.; foll&w 2(1 .1,;
E 43.28 ft., a post; S 18 deg. 18' 50" L' 73.51, rt., :, 17 Pont
ft., a 12" Post Oak; S 19 deg. 04' 40" E 568.15 ft., 10" Live Ouk;
221.93 ft., an iron stake set beside o cedar; S 1.7 6' 50".E 113. ], t'L JI 1,it;14 gra y *
S 29 deg. 34' 20" E 43.24 ft. to the SL fence corn,:r jw.t, br ,.du wheel is luuud ,err„n +
stake, of said 66 acre Catey tract; said point uo_ng ,c SW corner of Lot 30 unl ,,7 a Lcing
in the North fence line of Lot 69 of said Whitetail Subdivision; for the wort Ll„r i,l .r1:,.•.Si':'
corner hereof. 1.11v
'11'•r``.l", t, 11.111 rel' t.,.
A11 ,n :,u, v, y. , id j a i
mason L.ounL 1 eS osy
Thence proceeding along the :;out
fence line of Lots 69 thru 66 of su
1'1 148.11 ft., a post; S 71 deg. 17'
75.26 ft., a 14” Post Oak; S 72 deg
50” W 264448 ft., a post; S 71 deg.
73.77 ft., a 10" Elm; s 66 deg. 41'
an iron stake; and S 54 deg. 09' W
an iron. stake, marking the 11W corne
corner hereof.
11 1'c nc_ 1 i,r.: 1' 1,1 1 i,..i
:I ('r',• L:,:..• I ,'; I: L , ,1, 1..1.1, I•Jc
id 1'11,_t41:1111, :all ,li J1:, „,rl, a:; l'„1.i,,, .-:� Iri: .!,..�•. L,.;:,G.
5011 1.1 ._O', 13 ;'t.. , ':I 14” Pool. Ua 1: .; I,'"i 111,1.• `1.1.. ;, 1
23' 30" W i11.17 I•L., o 12" io:.; 0uk;f 71 •I;,,: '•1;.
08' 50" 11 (,00.40 1'L a 10" C,•,1„r
1'0” W 25. L1, 1'L., ;, lu" Punt. U:,'c 1,•..,,1•
111 I
17.19 ft. Lu ., I•�:nc,: ,•,.n'uer 1, r., 1., .1,• i•1.• , ,
r of ,� o,•• unrj
Lot 11 ;,a i,I '1;hiLuta11
Thence proceeding along the West fence line of Lot. 66 ,u".1 0', ulj ::.,t•L ::,,I„r
follows: S 17 deg. 16' 30” E 52.15 ft.,o 14" Post 0,1' S ;'U duG. ;11! I,!," B 1!, •
14" Cedar; S 18 deg. 06' E 415.47 ft., 0 dcud 10" Cedar : Lruu1:, :.ur•I :.; 1', „ l , VI',
Casey tract described in Vol. 100, page 99, and Vol. 76, p415:65 ft. to an iron stuke found in the East fence line of the above ,t..•,.,.,1 1
age t;'(, h .r.. 1 I; ,,.„, C„ ,, kr•'
also being tie NE corner of that tract described us cnnLy,iui!i1
Anast:, aha Carr Survey in a deed from Perry 0. hlayfiold cl .u:: to !..ter.. 1.. 11 1 i....
dated March 20,, 1978,.; recorded in Vol. , e
a for the most Southerly7%'1, page 2h.;, 1_..1x1 Itccur,l;. „ „;
Texas; SE 1' I ;:,m::..;1, C .. _:city, .
corner lu-eof.
Exhibit F
Paee 6 of 6
DATE: April 8, 2005
SUBJECT: City Council Meeting - April 14, 2005
ITEM: 14.D.2. Consider a resolution authorizing the Mayor to execute a Consent
Agreement with Parkside at Mayfield Ranch, Ltd. for the creation of
Parkside at Mayfield Ranch Municipal Utility District.
Department: Planning and Community Development
Staff Person: Jim Stendebach, Planning Director
Steve Sheets, City Attorney
Justification:
Parkside at Mayfield Ranch, Ltd. has requested City consent to create a Municipal Utility District for a
370.456 -acre tract of land in the northwest corner of our ETJ. The land is within the CCN of the City
of Georgetown and wastewater will be provided by Williamson County or such other entity that can
provide wastewater service.
Funding:
Cost: N/A
Source of Funds:
N/A
Outside resources: Blake Magee, President of BJM Mayfield Ranch
Background Information:
The following are the main provisions of the consent agreement:
1. City will receive a "Master Development Fee" of 8% of each bond reimbursement up to 1.6
million dollars.
2. Developer will construct 2 lanes of Arterial H from Flowstone Lane to Lagoona Drive.
$200,493.00 of fiscal security held by the City will be used to assist this construction.
3. The Developer and City have entered into a cost sharing agreement for the extension of
Arterial H west to CR 175. This agreement is attached as an exhibit.
4. The City will not provide water or wastewater services to the MUD.
5. Streetlights will be the responsibility of the MUD or electric utility.
6. Drainage plans must be approved by the City.
7. Development must comply with the Master Development Plan attached as an exhibit.
8. The City consents to the creation of the MUD.
Public Comment: N/A
CONSENT AGREEMENT
BETWEEN
CITY OF ROUND ROCK, TEXAS
AND
PARKSIDE AT MAYFIELD RANCH, LTD.
183465-7 03/08/2005
CONSENT AGREEMENT
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
This Consent Agreement ("Agreement") is between the City of Round Rock, Texas (the
"City"), a home -rule city located in Williamson County, Texas and Parkside at Mayfield
Ranch, Ltd., a Texas limited partnership ("Developer").
INTRODUCTION
Developer owns or has an option to purchase approximately 370.456 acres of land,
which, according to the City's official maps of its extraterritorial jurisdiction, is located within
the extraterritorial jurisdiction of the City (the "Land"). The Land is more particularly described
by metes and bounds on the attached Exhibit A, and its boundaries are depicted on the master
development plan attached as Exhibit B ("Master Development Plan").
Developer intends to develop the Land as "Parkside at Mayfield Ranch," a master -
planned, residential community that will include park and recreational facilities to serve the
community. Although the Land is located within the City's extraterritorial jurisdiction, it is not
located within the City's water or wastewater service areas, and the City will not provide water
supply or wastewater treatment services to the Land. Because the Land constitutes a significant
development area that will be developed in phases under a master development plan and will
receive water supply and wastewater services through utility providers other than the City,
Developer and the City wish to enter into this Agreement, which will provide an alternative to
the City's typical regulatory process for development, encourage innovative and comprehensive
master -planning of the Land, provide certainty of regulatory requirements throughout the term of
this Agreement and result in a high-quality development for the benefit of the present and future
residents of the City and the Land.
Therefore, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, including the agreements set forth below, the parties contract as follows.
ARTICLE I
DEFINITIONS
Section 1.01 Definitions. In addition to the terms defined elsewhere in this Agreement
or in the City's ordinances, the following terms and phrases used in this Agreement will have the
meanings set out below:
Agreement: This Consent Agreement between the City of Round Rock, Texas and
Developer.
Texas.
City: The City of Round Rock, Texas, a home rule city located in Williamson County,
183465-7 03/08/2005
City Manager: The City Manager of the City.
Master Development Plan: The Master Development plan for the Land submitted by
Developer on August 18, 2004, attached as Exhibit B, as amended from time to time in
accordance with this Agreement.
County: Williamson County, Texas.
Developer: Parkside at Mayfield Ranch, Ltd., a Texas limited partnership, or its
successors and assigns under this Agreement.
District: Parkside at Mayfield Ranch Municipal Utility District, a political subdivision of
the State of Texas, to be created over the Land, with the consent of the City, as provided in this
Agreement.
Effective Date of this Agreement: The date when one or more counterparts of this
Agreement, individually or taken together, bear the signature of all parties.
Georgetown: The City of Georgetown, Texas.
Land: Approximately 370.456 acres of land located in the City's extraterritorial
jurisdiction, described by metes and bounds on Exhibit A.
Master Development Fee: The fee to be paid by Developer to the City, as described in
Article II.
ARTICLE II
DEVELOPER'S COMMITMENTS TO THE CITY
Section 2.01 Master Development Fee. As consideration for this Agreement,
Developer agrees to pay the City a Master Development Fee of up to $1,600,000 out of proceeds
from the issuance of bonds by the District. This Master Development Fee will be calculated at
the rate of 8% of each bond reimbursement received by Developer from the District for
construction, geotechnical and engineering expenditures advanced by Developer for water,
wastewater and drainage facilities within the Land, in accordance with the formula attached as
Exhibit C. Each installment of the Master Development Fee will be payable to the City if, as
and when the bond reimbursement upon which the fee is calculated is received by Developer.
Section 2.02 Arterial H Extension. As additional consideration for this Agreement,
Developer has entered into a cost sharing agreement with the County and Highlands at Mayfield
Ranch, Ltd. ("Highlands") for the extension of two lanes of Arterial H, constructed to urban
standards, from Mayfield Ranch Section 7 west to Sam Bass Road, as shown on Exhibit D (the
"County Extension"). A copy of this agreement (the "Roadway Participation Agreement") is
attached as Exhibit E.
2
183465-7 03/08/2005
ARTICLE III
MASTER DEVELOPMENT PLAN
Section 3.01 Phased Development. Developer intends to develop the Land in phases.
Portions of the Land not under active development may remain in use as income-producing
agricultural lands or as open space land.
Section 3.02 Master Development Plan; Exceptions. The City hereby confirms (i) its
approval of the Master Development Plan, and (ii) that the Master Development Plan complies
with the City's General Plan, as amended. The City approves the land uses, densities,
exceptions, roadway alignments and sizes and other matters shown on the Master Development
Plan, and confirms that the Master Development Plan has been approved by all required City
departments, boards and commissions.
Section 3.03 Development Review and Approval. The City agrees that Williamson
County will have the sole responsibility for review and approval of all construction plans,
concept plans, development plans, preliminary plans and subdivision plats within the Land, and,
except as provided in Section 5.02, no City review or approval will required and no related City
fees will be assessed. The City agrees to amend its interlocal agreement with Williamson
County to delegate the authority for such approvals to Williamson County. The foregoing
notwithstanding, the Developer agrees that the Land will be developed in accordance with all
City subdivision ordinance requirements which are applicable under Section 212.003, Texas
Local Government Code, subject to any modifications of such requirements provided by this
Agreement.
Section 3.04 Term of Approvals. The Master Development Plan will be effective for
the term of this Agreement. Any preliminary subdivision plat or final subdivision plat that is
consistent with the Master Development Plan, applicable City ordinances and state law will be
effective for the term of this Agreement.
Section 3.05 Amendments. Due to the fact that the Land comprises a significant land
area and its development will occur in phases over a number of years, modifications to the
Master Development Plan may become desirable due to changes in market conditions or other
factors. Variations of a concept plan, preliminary plat or final plat from the Master Development
Plan that do not increase the overall density of development of the Land, as contemplated by the
City's General Plan, including minor modifications of street alignments, minor changes in lot
lines, the designation of land for public or governmental uses, and changes in lot sizes that do not
result in an increase in the overall density of development of the Land (including any increase in
lot sizes resulting in a decrease in the total number of lots) will not require a change to the
Master Development Plan. Major changes to the Master Development Plan, including changes
that result in an increase in the overall density of development of the Land, will be subject to
review and approval by the City.
3
183465-7 03/08/2005
ARTICLE IV
CREATION OF DISTRICT
Section 4.01 Consent to Creation of District. The City acknowledges receipt of
Developer's request, in accordance with Section 54.016, Texas Water Code and Section 42.042,
Texas Local Government Code, for creation of the District over the Land. On the Effective Date
of this Agreement, the City has approved the resolution attached as Exhibit F, consenting to the
inclusion of the Land within the proposed District. The City agrees that Exhibit F will
constitute and evidence the City's consent to the creation of the District within its extraterritorial
jurisdiction. The Developer has advised the City that the extraterritorial jurisdiction map
maintained by the City of Leander ("Leander") indicates that a portion of the Land, shown by the
City's maps and records to be within the City's extraterritorial jurisdiction, is within Leander's
extraterritorial jurisdiction. The Developer and the City believe this conflict to be the result of a
mapping error by Leander. The City agrees to cooperate with the Developer to resolve this
conflict so that all of the Land is clearly included only in the City's extraterritorial jurisdiction.
Section 4.02 Water and Wastewater Services to District. The Land is located
outside of the water and wastewater service areas of the City, and the City will have no
obligation to extend water or wastewater services to the Land under the terms of this Agreement.
The City acknowledges that, although the Land is located within the City's extraterritorial
jurisdiction, wastewater service is not available to the Land from the City. The City agrees that
the Developer may seek wastewater service for the Land through a contract with a customer of or
participant in the Brushy Creek Regional Wastewater System other than the City. The City
expressly consents to the provision of wastewater service to the Land by another customer of or
participant in the Brushy Creek Regional Wastewater System, and agrees to provide further
evidence of its consent if requested to do so by the Developer, the District, or the proposed
service provider.
Section 4.03 Street Lighting. Developer, or an electric utility, will construct all
required street lighting within the boundaries of the District, and the District will be required to
operate and maintain the street lighting within its boundaries.
Section 4.04 Annexation.
a. The City agrees that it will not annex the District until: (i) water, wastewater and
drainage facilities have been completed to serve at least 90% of the developable acreage within
the District; and (ii) (a) Developer has been reimbursed by the District for the water, wastewater
and drainage facilities in accordance with the rules of the Texas Commission on Environmental
Quality or (b) the City has expressly assumed the obligation to reimburse Developer under those
rules. The City agrees that a request for annexation will not be required to be submitted with any
final plat of property within the District.
b. Contemporaneously with the annexation of the land within the District, the City
will zone any undeveloped property within that District consistently with the land uses shown on
the Master Development Plan, and will zone all developed property consistently with the land
uses in existence on the date of the annexation.
4
183465-7 03/08/2005
ARTICLE V
DEVELOPMENT MATTERS
Section 5.01 Generally. Developer will have the right to select the providers of
CATV, gas, electric, telephone, telecommunications and all other utilities and services,
including solid waste collection and recycling services, or to provide "bundled" utilities within
the Land.
Section 5.02 Drainage. Developer acknowledges that the Land will not be eligible for
participation in the City's regional detention facilities. Detention and water quality requirements
for the Land will be satisfied by Developer in accordance with applicable regulatory
requirements.
ARTICLE VI
PARK AND RECREATIONAL AMENITIES
Section 6.01 Parkland. The Developer agrees that not less than eight percent (8%) of
the Land will be dedicated to a governmental entity for park, open space, mitigation land or other
public purposes. The City agrees that Developer will receive a 100% credit for such dedications
against the City's parkland dedication requirements and that no additional parkland dedication or
park fees will be required from Developer.
Section 6.02 Improvements. Any playground equipment constructed by Developer
will meet consumer product safety standards.
ARTICLE VII
AUTHORITY AND VESTING OF RIGHTS
Section 7.01 Authority. This Agreement is entered into, in part, under the statutory
authority of Section 212.172 of the Texas Local Government Code, which authorizes the City to
make written contracts with the owners of land establishing lawful terms and considerations that
the parties agree to be reasonable, appropriate, and not unduly restrictive of business activities.
The parties intend that this Agreement guarantee the continuation of the extraterritorial status of
portions of the Land as provided in this Agreement; authorize certain land uses and development
on the Land; provide for the uniform review and approval of plats and development plans for the
Land; provide exceptions to certain ordinances; and provide other terms and consideration,
including the continuation of land uses and zoning after annexation of the Land.
Section 7.02 Vesting of Rights. The City acknowledges that submittal of the Master
Development Plan constituted an application by Developer for the subdivision and development
of the Land, and initiated the subdivision and development permit process for the Land. The
City acknowledges that Developer has vested authority to develop the Land in accordance with
this Agreement. It is the intent of the City and Developer that these vested development rights
include the character of land uses, the number of units, the general location of roadways, the
design standards for streets and roadways, and development of the Land in accordance with the
standards and criteria set forth in this Agreement and applicable City ordinances in existence on
August 18, 2004, subject to any exceptions described in this Agreement.
5
183465-7 03/08/2005
Section 7.03 Landowner's Right to Continue Development. In consideration of
Developer's agreements hereunder, the City agrees that it will not, during the term of this
Agreement, impose or attempt to impose: (a) any moratorium on building or development within
the Land or (b) any land use or development regulation that limits the rate or timing of land use
approvals, whether affecting preliminary plats, final plats, site plans, building permits,
certificates of occupancy or other necessary approvals, within the Land. The preceding sentence
does not apply to temporary moratoriums uniformly imposed throughout the City due to an
emergency constituting imminent threat to the public health or safety, provided that such a
moratorium will continue only during the duration of the emergency.
ARTICLE VIII
TERM, ASSIGNMENT AND REMEDIES
Section 8.01 Term. The term of this Agreement will commence on the Effective Date
and continue for 15 years thereafter, unless terminated on an earlier date under other provisions
of this Agreement or by written agreement of the City and Developer. Upon the expiration of 15
years, this Agreement may be extended, at Developer's request, with City Council approval, for
up to two successive 15 -year periods.
Section 8.02 Termination and Amendment by Agreement. This Agreement may be
terminated or amended as to all of the Land at any time by mutual written consent of the City
and Developer and, following creation of the District, the District, or may be terminated or
amended only as to a portion of the Land by the mutual written consent of the City and the
owners of the portion of the Land affected by the amendment or termination and, following
creation of the District, the District.
Section 8.03 Assignment.
a. This Agreement, and the rights of Developer hereunder, may be assigned by
Developer, with the City's consent, to a subsequent developer of all or a portion of the
undeveloped Land. Any assignment will be in writing, specifically set forth the assigned rights
and obligations and be executed by the proposed assignee. The City's consent to any proposed
assignment will not be unreasonably withheld or delayed.
b. If Developer assigns its rights and obligations hereunder as to a portion of the
Land, then the rights and obligations of any assignee and Developer will be severable, and
Developer will not be liable for the nonperformance of the assignee and vice versa. In the case
of nonperformance by one developer, the City may pursue all remedies against that
nonperforming developer, but will not impede development activities of any performing
developer as a result of that nonperformance.
c. This Agreement is not intended to be binding upon, or create any encumbrance to
title as to, any ultimate consumer who purchases a fully developed and improved lot within the
Land.
6
183465-7 03/08/2005
Section 8.04 Remedies.
a. If the City defaults under this Agreement, Developer may enforce this Agreement
by seeking a writ of mandamus from a Williamson County District Court, or may give notice
setting forth the event of default ("Notice") to the City. If the City fails to cure any default that
can be cured by the payment of Money ("Monetary Default") within 45 days from the date the
City receives the Notice, or fails to commence the cure of any default specified in the Notice that
is not a Monetary Default within 45 days of the date of the Notice, and thereafter to diligently
pursue such cure to completion, Developer may terminate this Agreement as to all of the Land
owned by Developer, or as to the portion of the Land affected by the default; however, any such
remedy will not revoke the City's consent to the creation of the District.
b. If Developer defaults under this Agreement, the City may enforce this Agreement
by seeking injunctive relief from a Williamson County District Court, or the City may give
Notice to Developer. If Developer fails to cure any Monetary Default within 45 days from the
date it receives the Notice, or fails to commence the cure of any default specified in the Notice
that is not a Monetary Default within 45 days of the date of the Notice, and thereafter to
diligently pursue such cure to completion, the City may terminate this Agreement; however, any
such remedy will not revoke the City's consent to the creation of the District.
c. If either party defaults, the prevailing party in the dispute will be entitled to
recover its reasonable attorney's fees, expenses and court costs from the non -prevailing party.
Section 8.05 Cooperation.
a. The City and Developer each agree to execute such further documents or
instruments as may be necessary to evidence their agreements hereunder.
b. The City agrees to cooperate with Developer in connection with any waivers or
approvals Developer may desire from Georgetown or Williamson County in order to avoid the
duplication of facilities or services in connection with the development of the Land.
c. In the event of any third party lawsuit or other claim relating to the validity of this
Agreement or any actions taken hereunder, Developer and the City agree to cooperate in the
defense of such suit or claim, and to use their respective best efforts to resolve the suit or claim
without diminution in their respective rights and obligations under this Agreement.
ARTICLE IX
MISCELLANEOUS PROVISIONS
Section 9.01 Notice. Any notice given under this Agreement must be in writing and
may be given: (i) by depositing it in the United States mail, certified, with return receipt
requested, addressed to the party to be notified and with all charges prepaid; or (ii) by depositing
it with Federal Express or another service guaranteeing "next day delivery", addressed to the
party to be notified and with all charges prepaid; (iii) by personally delivering it to the party, or
any agent of the party listed in this Agreement, or (iv) by facsimile with confirming copy sent by
one of the other described methods of notice set forth. Notice by United States mail will be
7
183465-7 03/08/2005
effective on the earlier of the date of receipt or 3 days after the date of mailing. Notice given in
any other manner will be effective only when received. For purposed of notice, the addresses of
the parties will, until changed as provided below, be as follows:
CITY:
With Required Copy to:
DEVELOPER:
With Required Copy to:
City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Attn: City Manager
Steve Sheets
Sheets & Crossfield
309 E. Main Street
Round Rock, Texas 78664-5264
Parkside at Mayfield Ranch, Ltd..
1011 N. Lamar Blvd.
Austin, Texas 78703
Attn: Blake Magee
Sue Brooks Littlefield
Armbrust & Brown, L.L.P.
100 Congress Avenue, Suite 1300
Austin, Texas 78701
The parties may change their respective addresses to any other address within the United States
of America by giving at least 5 days' written notice to the other party. Developer may, by giving
at least 5 days' written notice to the City, designate additional parties to receive copies of notices
under this Agreement.
Section 9.02 Severability; Waiver. If any provision of this Agreement is illegal,
invalid, or unenforceable, under present or future laws, it is the intention of the parties that the
remainder of this Agreement not be affected, and, in lieu of each illegal, invalid, or
unenforceable provision, that a provision be added to this Agreement which is legal, valid, and
enforceable and is as similar in terms to the illegal, invalid or enforceable provision as is
possible.
Any failure by a party to insist upon strict performance by the other party of any material
provision of this Agreement will not be deemed a waiver thereof or of any other provision, and
such party may at any time thereafter insist upon strict performance of any and all of the
provisions of this Agreement.
Section 9.03 Applicable Law and Venue. The interpretation, performance,
enforcement and validity of this Agreement is governed by the laws of the State of Texas.
Venue will be in a court of appropriate jurisdiction in Williamson County, Texas.
Section 9.04 Entire Agreement. This Agreement contains the entire agreement of the
parties. There are no other agreements or promises, oral or written, between the parties
8
183465-7 03/08/2005
regarding the subject matter of this Agreement. This Agreement can be amended only by written
agreement signed by the parties. This Agreement supersedes all other agreements between the
parties concerning the subject matter.
Section 9.05 Exhibits, Headings, Construction and Counterparts. All schedules and
exhibits referred to in or attached to this Agreement are incorporated into and made a part of this
Agreement for all purposes. The paragraph headings contained in this Agreement are for
convenience only and do not enlarge or limit the scope or meaning of the paragraphs. Wherever
appropriate, words of the masculine gender may include the feminine or neuter, and the singular
may include the plural, and vice -versa. The parties acknowledge that each of them have been
actively and equally involved in the negotiation of this Agreement. Accordingly, the rule of
construction that any ambiguities are to be resolved against the drafting party will not be
employed in interpreting this Agreement or any exhibits hereto. If there is any conflict or
inconsistency between the provisions of this Agreement and otherwise applicable City
ordinances, the terms of this Agreement will control. This Agreement may be executed in any
number of counterparts, each of which will be deemed to be an original, and all of which will
together constitute the same instrument. This Agreement will become effective only when one
or more counterparts, individually or taken together, bear the signatures of all of the parties.
Section 9.06 Time. Time is of the essence of this Agreement. In computing the
number of days for purposes of this Agreement, all days will be counted, including Saturdays,
Sundays and legal holidays; however, if the final day of any time period falls on a Saturday,
Sunday or legal holiday, then the final day will be deemed to be the next day that is not a
Saturday, Sunday or legal holiday.
Section 9.07 Authority for Execution. The City each certifies, represents, and
warrants that the execution of this Agreement is duly authorized and adopted in conformity with
its City Charter and City ordinances. Developer hereby certifies, represents, and warrants that
the execution of this Agreement is duly authorized and adopted in conformity with the articles of
incorporation and bylaws or partnership agreement of each entity executing on behalf of
Developer.
Section 9.08 Exhibits. The following exhibits are attached to this Agreement, and
made a part hereof for all purposes:
Exhibit A - Metes and Bounds Description of the Land
Exhibit B - Master Development Plan
Exhibit C - Master Development Fee Formula
Exhibit D - Arterial H Extension
Exhibit E Roadway Participation Agreement
Exhibit F District Consent Resolution
9
183465-7 03/08/2005
IN WITNESS WHEREOF, the undersigned parties have executed this Agreement on the
dates indicated below.
10
183465-7 03/08/2005
CITY OF ' O D
By: / !
N. •-.4pr%'e we
Title: ayor
Date: 7 /I/ 6
6
11
1834654 03/08/2005
PARKSIDE AT MAYFIELD RANCH, LTD.
By: BJM Mayfield Ranch, GP, Inc., a Texas
corporation, its General Partner
By:
Blake Magee, President
Date: 3/ (I) S
4
370.456 acres consisting of (a) the 229.556 acres of land more particularly
described on Exhibit "A-1" attached hereto and (b) the 140.93 acres of land
more particularly described on Exhibit "A-2" attached hereto.
Exhibit A
POOP 1 of 3
'Beeng a 229.556 acre tract or parcel of land out the
5.urvey, Abst_act No. 122 Situated in Williamson A. amson County, Texas&s,,
being
e11 o:; that same tract conveyed to Perry Mayfield described in e
Feed recorded involume 492, Pa Se 173 of t::e Oetd !ecords of seed
County, said Mayfield
_eld Tract being more particularly desc.eibed by
metes and bounds as f
ollows:
3eginning at an iron pin set by a fence corner in the East margin of
County Road No. 175, said point being the Southwest corner of said
Mayfield Tract;
THENCE Northerly the following thzee (3) courses along said East
margin, as fenced: (1) N.37°38150"W. 257.20 feet to an iron pin
set, (2) N.37°21'05"w. 257.68 feet to an iron pin set, (3)
N.37°15'1.5"W. 515.13 feet to an iron•pin set by a fence corner for
an ell corer hereof;
411 THENCE N.58°32'55"E. 370.58 feet to an iron pin set by a fence
corner for an all corner hereof;
.THENCE N.27'47'W. 80.48 feet.to an iron pin set and N.33°10'20"t9.
371.36 feet to an iron pin set by a fence corner for an ell corner
hereof;
THENCE N.31°13'55"E. 241.16 feet to an iron pin set by a fence
corner for an ell,corner hereof;
THENCE N.57"25'30"W. 228.25 feet to an iron pin found by a fence
corner for an ell corner hereof;
TSENce N.17°28'30"E. 507,27 feet to an iron pin sat and N.17'20'25"E. •
352.17 feet to an iron pin found at a fence corner for the moat
northerly Northwest corner hereof;
THENCE eastra_1y the following five (5) courses, along the North line
of said Mayfield Trace, the North line hereof: (1) N.66°59'40"E.
988.47 feet to an iron pin set; (2) N.66°32'20"z. 554.99' feet to an
i=on pin set; (3) N.66°39105"E. 907.32 feet to an iron, pin set by
a 12" P.O.; (4) •N.72°19'E. •210.57 feat to' art iron pin set by'a 12"
L.O.; (5) N.82°011E. 700.18 feet to•an iron pin set.by a lance corner
for the Northeast corner hereof; '
THENCE southerly the following six courses along the East line o:
said Mayfield tract, the East line hereof; (1) 5.20°24.'20"E. 8.4.50
feet to an iron cin found; (2) 5.19°28'40"E. 657.20 .fest to an iron
pin found; (3) 5.18°59'30"E. 332.42 feet to an iron pia found; (4)
55.17°48'15"E. 739.60 feet to an iron pin set; (5) 5.19°32'25"E.
428.11 feet to an a .son pin set; (6) S,22°06'15"E. 345.32 feet to an
iron pin set by a fence corner at the Southeast corner of said Mayfield
Tract; . '
TH2:NCE westerly the following five (5) courses alone the South lane
of said Mayfield Tract, the South line hereof; (1) 5.71°28'40"W.
628.14 foot to an icon pin set; (2) 5.73?05'05"W. 710.30 fesee.to an
iron pin set; (3)5.70°49'15"W. 820.42 feet to ah iron pin seta •
(4) 5.70°37'45"W. .938.55 feet to an iron pin set; (5) 5.70'S9'S0"W..
747,47 feet to the Point of Beginning of this described tracts of '
land, as fenced, containing 22'9.556 acres of land more or less.
Exhibit A
Page 2 of 3
Field etes for ,a tract of 140Wi'
.93 ocres rtuated rn
oun
t df ad a part of. the following ttracts:- 1) that` tract4,
on t1`e James', Allen Survey, A_36,:. in deeds to U:; 47. C❑s
et •al, da'ped; April 1900; 1 e cordetUn 'Vol 91, Page 525;;"De,
date Ap.41 1, 1900 recorded Yn Vol. 95,: page 398, Dced Reeords
date Apr31"5, 1904, recorded in Vol. 158, page, 170, Dced fecordssj
deed
described es 18 00 :t
'acres onhe James S.. Patter.:on Sur))t . A 5011;
John Church Survey, A-140that were conveyed from ttr ',;S J Wij r t
ated February 20, .1914, recorded in Vol. 161, page c381, Deed Ri cor
deser bed"as containing 107 acres out of the James S..Patterson Survey
from 14: C. Bowman toll.'W. Casey dated December 12, 1913 and rccurded rn
130, eed Records. 4) that 100 acrd : roct. out of the f\nasto ha Carr s ve.
weal c nveyed'by deed to U. W. Casey by: Walter R. Ct„ pontes dpted Junuory
in Vo . 100, page 99; and S. W. Palm dated May
1896 r,otdVolDeed ecoids. 5) -that tract described as Containing 66 aces•out of thaAr
a�""Surve A122 in•a deed from Robert H'.- Krentel et ux to WD Casey etu
11, 1 44,.,recorded in Vol. 324, page 72; Deed Records.
Be inning et an iron stake found, beside u I'unee ern•1•r po t, ui.irl int th1 ?
the a ova .described 66 acre Casey tract located on Lh• Allen .,ury„y, Id:pol?,.
the South: fence line of Lot 24 and et the VW coiner „t' l,ut '7 of i;lluy. ,t:,i•1 .,tli
recorded in Cabinet C, Slide 117, Plot Records of.W1iliumson County] Tu as, i'o'.
cornet hereof.
Thence proceeding along the East fence line of :;:,1,1 „(; ;,u,, C:ns y L, ,et. ,r11 L.
fence line of Lots 27 thru,30 of said Whitetull .4u6,1iv1: ioii; u„ I'o]luw::: (S 20J,;'
E 43.28 ft., a post; S 18 deg. 18' 50” L•' 73.54 ft., ;, 12" 1'tl:;t 08k;-; 19dt
ft., e 12:' Post Oak; S 19 deg. 04' 40" E 568.15 ft., ,, 10" Live .0ukS 19 dtg ..
221.93 ft., an iron stake set beside o cedar; S 1711,40,440,2!6' %' 50 . 11 1
S 29 deg. 34' 20" E 43.24 ft. to the SEfenfenceairn,n I,u.;ty Leside t,liicIi h iso luuud`;,„1
stake, .of said 66 acre Capy Captract; said
point
the corner
in the North fence line of Lot 69 of said Whitetail Subdivtision; fur j the mLot o,t t!„ r1, ul
corner hereof.
Thence proceeding along the Sout
fence line of Lots 69 thr•u 66 of su
W 148.,11 ft., a post; S 71 deg. 17'
75.26 ft.,'a 14” Post Oak; S 72 deg
50" W 264.148 ft., e post; S 71 deg.
73.77 ft., a 10" Elm; S 66 deg. 41'
en iron stake; and S 54 deg. 09' W
an i,ron.stake, marking the NW corne
corner hereof.
11 fuucc I it,,: ,.I i,1 14,
id Whi.t,r L:, i I :;' I.' ,rI I I
50" W 204.1.3', rt., :, 11, Punt
23' 30" W `, 11.1'f I L., u 12" Pt,;t'Uut:; fl 71 !,:
08' 50" 11 6o0.4U 1'1.., n 10" C,,:nr; (j ,i•,•
4U" W '2',. L'•l PL., a lo" I'o:;LU::!•. !,, •:.'i•,1..
67.19 ft. to ❑ I',n, u: ,e,. u'u,: r, :..
r of- Lot 66 of :;uid ''titctr,-i]. CuL,.iivi:;i„n;.
Thence proceeding along the West fence line of Lot 66 ,,,,1.l t,', „ • ,. , -„I.
follows:. S 17 deg. 16' 30” E 52.15 ft. u 14” Post buk; :; , , r`
14" Cedar; S;.0 d,•(;. ,u I,, ,,, i. I,,' .
18 deg. 06'E 1x15.47 ft. , u dead 10" Ccdur .Lruuk; ;url
415.65 ft. to en iron stake found in the Eost fence line of the :,l.,v
Casey tract described in Vol. 100, page 99, and Vol. 78, p,,l,o, l;y
also'being the NE corner of that tract dc•scribedu
Anest;,nha Carr Survey in a deed from Perry 0. Mayfield Qt .u: t,,
dated March 20,, 1978,: recorded in Vol. 721, page 21_;, 1,�•,.,J liocor,l:. co
Texas; for the most Southerly SE corner hrcof.
Exhibit A
Page 3of3
•I I6 L.• I'll'
1.;l,
uASIER OE tLOPNENT M4,
PARKSIDE AT MAYFIELD RANCH
"'""s°: c?`"q"R.A,
LOCATION MAP
EXHIBIT "B"
RANDALL JONES ENCINEERING INC
RJ SURVEYING INC
tnn 835-4, n: Isn ex-ou
EXHIBIT C
Master Development Fee Calculation
TOTAL MUD BOND ISSUE AMOUNT: $
Less:
Non -Construction Costs:
Legal and Financial Advisory Fees:
Interest Costs:
Capitalized Interest
Developer Interest
Bond Discount $
Administrative and Organization
(including creation costs and operating
advances)
Bond Application, Market Study $
TCEQ Bond Issuance Fee $
Total Non -Construction Costs: $
Application, Review and Inspection Fees $
Site Costs $
Offsite Costs $
Total Deductions: $
NET ELIGIBLE MUD BOND ISSUE AMOUNT $
MASTER DEVELOPMENT FEE PERCENTAGE: X 8%
MASTER DEVELOPMENT FEE AMOUNT: $
* based upon costs approved for reimbursement under applicable TCEQ rules, and an audit of
developer reimbursables performed at the time of each Bond issue
Exhibit C
Page 1 of 1
183465-7 03/08/2005
Exhibit D
Page 1 of 1
COUNTY
EXTENSION
ARTERIAL H
ROADWAY PARTICIPATION AGREEMENT
This Roadway Participation Agreement ("Agreement") is entered into between
Williamson County, Texas (the "County") and Highlands at Mayfield Ranch, Ltd., a Texas
limited partnership ("Highlands") and Parkside at Mayfield Ranch, Ltd., a Texas limited
partnership ("Parkside") (collectively, the "Developers"). The County and the Developers are
sometimes individually referred to as a "Party" and collectively referred to as the "Parties."
Each of the Parties confirms that it has the authority to enter into this Agreement and the ability
to perform its obligations under this Agreement, without the further approval or consent of any
other person or entity.
Recitals
WHEREAS, Highlands is in the process of developing a residential development to be
known as the Highlands at Mayfield Ranch (the "Highlands Project"); and
WHEREAS, Parkside is in the process of developing a residential development to be
known as Parkside at Mayfield Ranch (the "Parkside Project"); and
WHEREAS, in connection with its development of the Highlands Project, and in
recognition of the impact that the development will have on traffic demands in the County,
Highlands has agreed to construct two lanes of Arterial H from Flowstone Lane to Lagoona
Drive in the Mayfield Ranch and Stone Oak Subdivisions, as shown on Exhibit "A-1" (the
"Developer's Project"); and
WHEREAS, both the general public and the Developers will benefit if the County and
the Developers cooperate in order to expedite an additional extension of Arterial H from
Mayfield Ranch Section 7 west to Sam Bass Road as shown on Exhibit "A-2" (the "Project");
and
WHEREAS, the County is willing to proceed with construction of the Project, provided
that the Developers pay or reimburse the County for certain costs of the Project, as provided in
this Agreement; and
WHEREAS, the County has agreed to dedicate 100 feet of right-of-way for the Project
and the Developers have obtained the agreement of the Palmer brothers to dedicate 100 feet of
right-of-way (comprising approximately 3.5 acres) out of the "Palmer Tract" for the Project, as
shown on Exhibit "A-2";
NOW, THEREFORE, in consideration of the mutual promises, covenants, obligations
and benefits set forth in this Agreement, the Parties agree as follows:
Section 1. Arterial J-1.;_The.Project: -Arterial-1i will .be designed- as a minor. arterial,
•
divided four -lane roadway, which will include curb and gutter, and will be located within
approximately 100 -feet of right-of-way, depending on design requirements. The Project will
193976-6 09/27/2004
Exhibit E
• r^PL
7/7
consist of the extension of two lanes of Arterial H, constructed to urban standards, from Honey
Bear Creek (Mayfield Ranch, Section 7) west to Sam Bass Road, as shown on Exhibit "A-2".
a. The design for Arterial H will include the following features:
i. Four 12 -foot wide travel lanes;
ii. Asphalt pavement sections with curb and gutter;
iii. Traffic signal underground conduit and pull boxes at the intersection of
Arterial H and Sam Bass Road;
iv. Mitigation for environmental impacts as and to the extent required by
applicable law, with the County providing any necessary mitigation land, as
provided in Section 2; and
v. Erosion/sedimentation controls, revegetation, and stormwater management
during construction as required by the County and the Texas Commission on
Environmental Quality ("TCEQ"), and permanent stormwater management
controls as required by the County, TCEQ and the City of Round Rock.
b. The Project will include the following features:
i. Two 12 -foot wide travel lanes, with curb and gutter on the north side,
from Honey Bear Creek (Mayfield Ranch, Section 7) to Sam Bass Road, as
shown on Exhibit "A-2"; and
ii. A six-foot wide sidewalk on the north side of the right-of-way, meeting all
applicable accessibility standards and built simultaneously with the road segment.
Section 2. Mitigation Land; Impervious Coverage. If the presence of
endangered species requires mitigation for the Project, the Developers will not be responsible for
any mitigation land unless a further agreement is entered into between the County and the
Developers. If the total cost of miti •ation would exceed $50 000 then the Count may •ive
written notice to the Develo
Count
ers
advisin
the
Develo
ers
f
the
st
of
miti
elects
to terminate unless the
Develo
.ers .rovide the necessa
miti _
re' uired to reduce the Count 's cost of mitigation to ',50,000. Unless the Develo ers ve
written notice to the County within 15 days of the Developer's receipt of the County's notice that
the Develo.ers elect to .rovide such land or funds then this A • eement will automaticall
terminate and be of no further force or effect. If sufficient County -owned open space is
available, the County also agrees to designate and include sufficient County -owned land in the
application to the TCEQ for the Project so that the impervious coverage for the Project will not
exceed 20 percent.
ation and that the
ation land or funds
Section 3. Budget. The preliminary budget for the Project is attached as Exhibit "B"
(the "Preliminary Budget"). Upon award of a construction contract for the Project, the Project
Engineer, as defined below, will prepare an updated budget for the Project, which will reflect the
accepted bid price, will include each of the line items contained in the Preliminary Budget, and
193976-6-092_10/2404/2004
2
Exhibit E
Poor 2 of 15
•
(a) The Developers will retain Randall Jones Engineering or another engineer
selected by Developers and approved by the County ("Project Engineer"), to prepare the design
for the Project. The Developers will advance and pay the fees and charges of the Project
Engineer, which will not exceed a maximum of 10 percent of the Total Construction Cost, as set
forth in Section 12, and all payments by the Developers to the Project Engineer will be credited
against Developers' share of the costs of the Project payable under this Agreement. The County
approves the form of the contract to be entered into with the Project Engineer attached as
Exhibit "C".
(b) The design of the Project will be subject to approval by the County and all other
governmental agencies with jurisdiction. The County agrees to review the plans and
specifications for the Project and to provide the Project Engineer with written comments
specifically identifying any required revisions within ten days of submission of the plans and
specifications to the County.
Section 5. Project Management. Blake . Magee Company will manage the
construction of the Project ("Project Manager"). The Project Manager will ensure timely and
satisfactory completion of the Project, including planning and conducting a preconstruction
conference, monitoring the construction schedule, providing the County with prior notice of
major items of work during construction, and otherwise coordinating among the Parties and other
persons and entities involved in the Project on an ongoing basis. The County will pay the fees
and charges of the Project Manager, which will not exceed a maximum of four percent of the
• Total Construction Cost, as set forth in Section 12. The County hereby approves the form of the
contract to be entered into with the Project Manager attached as Exhibit "D".
Section 6. Designated Representatives. The County and the Developers each
designate the individual specified below ("Designated Representative") to represent them and
to act on their behalf with respect to the subject matter of this Agreement. Each Designated
Representative will have authority to determine and interpret the policies and exercise the
. discretion of the Party it represents, and a Party may rely on the decisions and representations
made by the other Party's Designated Representative with respect to the subject matter of this
Agreement, except as provided by Section 15(d) below. Each Designated Representative may
designate other representatives to transmit instructions and receive information on the
Designated Representative's behalf.
•
County: Joe England
Address: 710 South Main St.
Georgetown, Texas 78626
Highlands: Blake Magee
Address: 1011 North Lamar Boulevard
Austin, Texas 78703
Parkside: Blake Magee
193976-6 09/27/2004
3
Exhibit E
Peron T of 2G
Address: 1011 North Lamar Boulevard
Austin, Texas 78703
The Project Manager and the Project Engineer will each report regularly to, and cooperate and
coordinate with, the Parties' Designated Representatives. The Designated Representatives will
be required to cooperate and coordinate with one another, including meeting with and or
reporting information to one another regarding the Project, either at regular intervals or at other
times determined by the County, and reviewing and commenting in a timely manner on work
products associated with the Project.
Section 7. Fiscal for Developer's Cost Participation. Upon the Project Engineer's
preparation of the Updated Budget, the Developers agree to post fiscal in an amount equal to (a)
fifty percent of the total cost of the Project ("Total Project Cost"), as set forth in the Updated
Budget less (b)(i) the sums advanced by the Developers to pay the cost of design of the Project,
as set forth in Section 4(a) and (ii) any sums advanced by the Developers to pay for permitting of
the Project (the "Developer's Cost Share").
Section 8. Construction and Acquisition of Project.
(a) The Parties acknowledge that the Project is a County road c onstruction p roject
and involves construction of public improvements. Accordingly, the Project will be constructed
and all easements, equipment, materials and supplies acquired in the name of the County. The
County and the Developers acknowledge and agree that all tangible personal property to be
purchased for use in construction of the Project and all taxable services to be performed for the
design, management and construction of the Project are subject to the sales tax exemption
provisions of Section 151.311 of the Texas Tax Code. The County agrees to provide its
employer identification number and any other information reasonably required to obtain an
exemption of sales tax for the Project and the labor and materials incorporated into the Project
upon the Project Manager's request.
(b) The County will award a contract for the construction of the Project in the form
and with the content of the contract attached as Exhibit "E" (the "Construction Contract").
Within 10 days after execution of the Construction Contract, the County will provide the
Developers with a copy of the executed Construction Contract and copies of any related
documents, including the required insurance certificates, and payment and performance bonds in
compliance with Chapter 2253, Texas Government Code. The County will also provide the
Developers with copies of any subsequent documents amending or replacing the Construction
Contract or any related documents; however, no change orders to the Construction Contract may
be made without the Developers' approval, which will not be unreasonably withheld or delayed.
(c) The Developers acknowledge that the County, as a political subdivision of the
State of Texas, is subject to the provisions of Chapter 2258, Subchapter B, of the Texas
Government Code, pertaining to prevailing wage rates. The Contractor will be required to pay
not less than the prevailing wage rates established by the County to workers employed by it in
.the..execution ..of .the .. Construction . Contract,.and ..to..comply ..with _all .. applicable .provisions..of._:.
Chapter 2258, Subchapter B, Texas Government Code, including the recordkeeping required
therein. Further, the Contractor will be required to certify in writing that it provides worker's
4
Exhibit E
193976-6 09/27/2004
l Fern
f
l Dele
•
compensation insurance coverage for each employee of the Contractor employed on the Project,
and to obtain a certificate from each subcontractor, relating to the coverage of the
subcontractor's employees, in accordance with Section 406.096, Texas Labor Code. The
Contractor will be required to implement and maintain all customary or necessary safety
precautions and programs in connection with the construction of the Project.
(d) Within 30 days after the later of (i) the date that all required approvals of the plans
for the Project are obtained or (ii) the date that all required approvals of the subdivision plat and
construction plans for the first phase of either the Highlands Project or the Parkside Project are
obtained, the County will execute the Construction Contract and the Project Manager will issue
notice to proceed with construction of the Project to the Contractor. The County will: (i)
construct, and require its contractor (the "Contractor") and subcontractors to diligently pursue
construction of, the Project in a good and workmanlike manner and, in all material respects, in
accordance with the plans and specifications and all applicable laws, regulations, and ordinances,
• and (ii) make timely payment for all materials received and work properly performed under each
applicable contract, subject to any applicable retainage requirements and amounts withheld due
to improper work or punch list items.
(e) The Project Engineer will:
(i) provide the County with all existing geotechnical surveys, topographic
surveys, and right-of-way boundary exhibit/control maps;
. (ii) provide all feasibility or environmental impacts or assessments or studies
and permits or approvals required by applicable federal, state, or local law, including those for
noise, trees, archaeological or historical sites, wetlands, stormwater, endangered species, or
similar resources;
(iii) provide all engineering design for construction of the Project in
• compliance with the County's standards applicable to roads of the same type and classification as
the Project, including utility and infrastructure relocations or adjustments, preparation of final
plans and specifications, construction cost estimates, and other supporting documentation, which
will be in a form that can readily be used in preparation of the Construction Contract documents;
(iv) prepare and submit to the County for approval, at preliminary alignment,
thirty percent (30%) design complete, sixty percent (60%) design complete, and ninety percent
(90%) design complete, plans and specifications for the Project in compliance with the County's
standards applicable to roads of the same type and classification as the Project, ensure that the
plans and specifications are accompanied by appropriate engineering reports as required by the
County pursuant to its standards applicable to roads of the same type and classification as the
Proj ect,
(v) within five business days of receipt, review and approve or take other
appropriate action regarding shop drawings and samples, and requests for information, the results
,of tests and inspections and other data that the Contractor is required to submit; provided,
• however, t hat, for s tructural or geotechnical items, the applicable review and approval period
will be ten days;
193976-6 09/27/2004
5
Exhibit E
Poon C of 14
Forn
Dele
(vi) determine the acceptability of substitute materials and equipment proposed
by the Contractor, receive and review for general content as required by the applicable
specifications maintenance and operating instructions, schedules, guarantees, bonds and
certificates of inspection which are to be assembled by Contractor in accordance with the
Construction Contract; prepare or review change orders, and design any necessary engineering
changes;
(vii) approve all pay estimates submitted and certify them as correct;
(viii) maintain master job files of correspondence, reports of conferences, shop
drawings, samples, reproductions of the applicable plans and specifications, change orders,
addenda, daily inspection reports, additional or revised drawings, and other related construction
documents, which will be available for inspection by the County at all times;
• (ix) periodically inspect the Project during construction,
(x) reject all work and materials found not to conform to minimum
requirements of the Construction Contract and the plans and specifications and, in consultation
with the County, ensure that defects are corrected or remedied;
(xi) respond to the County in writing within three business days to advise the
County of the remedies that will be effected to correct any defects brought to the attention of the
• Engineer by the County or otherwise brought to the attention of the Engineer;
(xii) attend the final inspection of each portion of the Project in the presence of
the County inspector and transmit a list of any items to be completed or repaired to the County
and the Contractor; and verify the Contractor's correction of the same;
(xiii) upon completion of the Project, make any changes to the plans and
• specifications for the Project required to reflect field changes and, after verifying that the revised
plans reflect, to the best of his knowledge and belief, actual conditions, submit record drawings
of the Project to the County; and
(xiv) determine the County's long-term responsibilities for maintenance of
storm water quality best management practices after completion and acceptance of the Project.
All work product produced by the Project Engineer will meet customary professional standards
applicable to the work product or the Project, as reasonably determined by the County, and is
subject to approval by the County based on cost effectiveness, sound engineering principles and
practices, and applicable legal requirements, which approval shall not be unreasonably withheld,
conditioned or delayed.
(f) The Project Manager will:
(i) manage construction of the Project, and make monthly reports to the
'Parties -on the progress of construction and the amounts -paid to-the-Contracto
193976-6 09/27/2004
6
Exhibit E
r; Form
Dele
•
(ii) submit all proposed changes to the plans and specifications and change
orders to the Construction Contract to the County for approval at least five business days prior to
approving or executing them;
(iii) arrange and coordinate materials testing with the Contractor through an
independent materials testing lab and provide the Parties with all testing information within three
business days of receipt;
(iv) arrange and observe with the Construction Contractor all acceptance
testing for the Project;
(v) upon substantial completion of the Project, provide the Parties with a
certificate of substantial completion for the Project prepared by the Project Engineer, together
with copy of the notice to the Contractor of observed items requiring completion or correction;
(vi) permit the County to inspect the construction of the Project at all
reasonable times during construction until final acceptance of the Project by the County;
(vii) coordinate the final inspection of the Project with the County's inspectors,
If, after initiation of construction, the Project Manager, based on cost effectiveness, sound
engineering principles and practices, or applicable legal requirements, reasonably determines that
the Project cannot be completed without modifications to the approved plans and specifications,
the Project Manager, in consultation with the County, will coordinate with the Project Engineer
to make those required changes. Any modifications that would materially change the plans and.
specifications or increase the amount of the Construction Contract will be subject to the
Developers' and the County's approval within ten business days after receipt of notice of the
proposed changes from the Project Manager, which approval will not be unreasonably withheld.
(g)
11111 easements.
The Project will be constructed in dedicated public rights-of-way or dedicated
(h) The Project must be constructed in a good and workmanlike manner and all
material used in the construction must be free from defects and fit for their intended purpose.
Section 9. Inspection. Inspections and certifications will be conducted in accordance
with standard County policies, procedures, and requirements. The County will notify the Project
Manager and Project Engineer in writing if any inspection reveals that any part of the Project is
not constructed or completed in accordance with the plans and specifications or this Agreement
or is otherwise materially defective, and this notice will specifically detail any deficiencies. If an
inspection indicates that work or material may not comply with the plans and specifications or
the requirements of this Agreement, the County may require the Contractor to suspend work
until the County is satisfied any defect is or will be remedied.
Section 10. Completion of Project.
1
193976-6 09/27/2004
7
Exhibit E
Pana '7 of 2G
•
•
(a) The County must cause the Project to be substantially complete within twelve
months from the issuance of notice to proceed to the Contractor, and must be finally accepted by
the County within fifteen months from the issuance of notice to proceed.
(b) The Project Engineer will prepare a written notice of substantial completion and
forward the notice to the Project Manager, who will submit the notice to the County. The
County will conduct a final inspection of the Project within five business days after receiving
written notice of substantial completion from the Project Manager. If completed in accordance
with the terms ofthe plans and specifications and this Agreement in all material respects, the
County will certify the Project as being in compliance and issue a notice of final acceptance to
the Project Manager.
(c) The Contractor will be responsible for any defects in workmanship or materials
(ordinary wear and tear excepted) in the Project for one year following acceptance by the
County.
(d) Upon final acceptance of the Project by the County, the Project Manager and the
Project Engineer will deliver all plans, specifications, and files pertaining to the Project to the
County.
Section 11. Cost of Project to be Funded by County. The County will promptly pay
all costs of the Project as they become due, including, without limitation, all costs of design,
engineering, materials, labor, construction, project management and inspection arising in
connection with the Project; and all payments arising under any contracts entered into for the
construction of the Project.
Section 12. Timing and Amount of Payment by Developers.
(a) The Developers will pay one half of the actual costs of the Project, based on the
Updated Budget, in accordance with and subject to the following:
(i) The Developers will pay one half of the total construction cost payable to
the Contractor under the Construction Contract, including one-half of the capital costs for street
lighting incorporated into the Project ("Total Construction Cost"). The Total Construction Cost
will not exceed $1,800,000 unless an increase in the Total Construction Cost is authorized by the
Developer.
(ii) The Developers will pay one-half of the cost of required review, permit,
inspection fees for the Project, exclusive of County fees. The County hereby waives all County
review, permit and inspection fees in connection with the Project.
(iii) The Developers will pay one-half of the fees paid to the Project Manager.
(iv) The Developers will pay one-half of the cost of copies and reproduction
and contingency, not to exceed one-half of the related line items as set forth on the Budget
attachedas Exhibit B.
193976-6 09/27/2004
8
Exhibit E
Paee 8 of 35
Forn
Dele
•
•
(vi) The Developers receive a credit against the Total Construction Cost in an
amount equal to the sums paid to the Project Engineer and any review fees advanced by
Developer in connection with processing the plans for the Project.
(b) Monthly Payments by Developers. The Project Manager will submit an invoice
to t he D evelopers each month w hich d etails sums d ue and p ayable t o t he C ontractor, P roject
Engineer and P roject M anager for s ervices and work p erformed d uring the p revious calendar
month, together with the following backup documentation:
(i) a signed Williamson County Invoice Cover Sheet Form in the form
attached as Exhibit "F";
(ii) a narrative explanation of the items for which payment is requested;
(iii) copies of all Contractor pay estimates included in the request for payment,
which will include a detailed summary of the work completed by the Contractor and an affidavit
of bills paid and partial lien waiver from the Contractor;
(iv) copies of all Project Engineer invoices included in the request for
payment, which will include a detailed summary of the work completed by the Project Engineer;
(v) copies of all Project Manager invoices included in the request for
• payment; and
(vi) copies of any invoices for permits, inspection or testing, or other
miscellaneous costs of the Project.
(c) A minimum five percent retainage will be withheld on payments to the Contractor
until the Project is accepted by the County. In addition, the final 15% of the Project Manager's
• fee will be held as retainage until the Project is accepted by the County. These retainage
amounts will be released and paid by the County within 30 days of final acceptance of the
Project and delivery to the County of the Contractor's affidavit of bills paid and final lien waiver.
(d) If t he s ervices and w ork d escribed i n t he i nvoice w ere r endered i n c ompliance
with this Agreement, the Developers will make payment to the County within 30 days of receipt
of each invoice submitted as provided in (b), above. In the event changes or corrections are
required to any invoice, a request for additional information must be made by the Developers
within five days of receipt of the invoice. If the Developers do not request any changes or
additional information within five days, the invoice will be deemed approved. If the Developers
fail to pay any approved invoice within 30 days, the Developers will be in default hereunder and
the County may draw against the fiscal posted by the Developers under Section 7, and apply the
funds received to the Developers' required payments hereunder.
(e) Upon completion of the Project and payment of all sums due from the Developers
hereunder, the fiscal posted by the Developers will be released by the County.
Section 13. Developers Completion of Project.
1 193976-6 09/27/2004
9
Exhibit E
POOP Q of 14
(a) If the County begins but does not diligently pursue timely completion of
construction of the Project substantially in accordance with the plans and specifications and this
Agreement for any reason, the Developers have the right, but not the obligation, to complete the
construction of the Project pursuant to the Construction Contract or otherwise. Before exercising
this right, the Developers will send the County written notice specifying the deficiency in the
County's performance and the actions required to cure the deficiency. If the County does not
cure the deficiency within ten days, the Developers may assume the Construction Contract and
proceed with construction of the Project.
(b) If the Developers elect to complete the Project, all plans, designs, easements, real
and personal property produced or installed within the public right-of-way for the Project may be
utilized by the Developers to the reasonable extent necessary to allow the Developers to
complete and maintain the Project.
Section 14. Miscellaneous.
(a) Any notice given hereunder by any Party to another must be in writing and may
be effected by personal delivery or by certified mail, return receipt requested, when mailed to the
appropriate Party's Designated Representative, at the addresses specified in Section 4, with
copies as noted below:
County:
with copy to:
Developers:
Williamson County, Texas
710 South Main St.
Georgetown, Texas 78626
Attention: Joe England
Charlie Crossfield
Sheets & Crossfield
309 East Main Street
Round Rock, Texas 78664
Highlands at Mayfield Ranch, Ltd.
1011 North Lamar Boulevard
Austin, Texas 78703
Attn: Blake Magee
Parkside at Mayfield Ranch, Ltd.
1011 North Lamar Boulevard
Austin, Texas 78703
Attn: Blake Magee
The Parties may change their respective addresses for purposes of notice by giving at Least five
days written notice of the new address to the other Party. If any date or any period provided in
this Agreement ends on a Saturday, Sunday or legal holiday, the applicable period will be
exte-nde-d to -the -next businessclay.
193976-6 09/27/2004
10
Exhibit E
n_-__ �n _e �e
Forn
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(b) As used in this Agreement, whenever the context so indicates, the masculine,
feminine, or neuter gender and the singular or plural number will each be deemed to include the
others.
(c) This Agreement contains the complete and entire Agreement between the Parties
respecting the Project, and supersedes all prior negotiations, agreements, representations, and
understandings, if any, between the Parties. This Agreement may not be modified, discharged,
or changed except by a further written agreement, duly executed by the Parties. However, any
consent, waiver, approval or other authorization will be effective if signed by the Party granting
or making such consent, waiver, approval, or authorization.
(d) No official, representative, agent, or employee of the County has any authority to
modify this Agreement, except pursuant to such express authority as may be granted by the
commissioners court of the County.
(e) The Parties agree to execute such other and further instruments and documents as
are or may become necessary or convenient to effectuate and carry out the purposes of this
Agreement.
(f) If performance by any Party of any obligation under this Agreement is interrupted
or delayed by reason of unforeseeable event beyond its control, whether such event is an act of
God or the common enemy, or the result of war, riot, civil commotion, sovereign conduct other
S than acts of the County under this Agreement, or the act of conduct of any person or persons not
a party or privy hereto, then such Party will be excused from such performance for such period
of time as is reasonably necessary after such occurrence to remedy the effects thereof.
(g) To the extent allowed by law, each Party will be responsible for, and will
indemnify and hold harmless the other Parties, their officers, agents, and employees, from any
and all claims, losses, damages, causes of action, lawsuits or liability resulting from, the
• indemnifying Party's acts or omissions of negligence or misconduct or in breach of this
Agreement, including but not limited to claims for liquidated damages, delay damages,
demobilization or remobilization costs, or claims arising from inadequacies, insufficiencies, or
mistakes in the plans and specifications and other work products or any other materials or
services a Party provides under this Agreement. Each Party will promptly notify the others of
any claim asserted by or against it for damages or other relief in connection with this Agreement.
(h) The Parties acknowledge that in the event of default on any obligation under this
Agreement, remedies at law will be inadequate and that, in addition to any other remedy at law
or in equity, each Party will be entitled to seek specific performance of this Agreement.
(i) This Agreement will be construed under the laws of the State of Texas and all
obligations of the Parties hereunder are performable in Williamson County, Texas. Any suits
pursued relating to this Agreement will be filed in a court of Williamson County, Texas.
(j) Any clause, sentence, provision, paragraph, or article of this Agreement held by a
110
court of competent jurisdiction to be invalid, illegal, or ineffective will not impair, invalidate, or Font
Dele
193976-6 09/27/2004
11
Exhibit E
•
nullify the remainder of this Agreement, but the effect thereof will be confined to the clause,
sentence, provision, paragraph, or article so held to be invalid, illegal, or ineffective.
(k) This Agreement will be binding upon and inure to the benefit of the Parties hereto
and their respective legal representatives, successors, and assigns. No Party may assign its rights
or obligations under this Agreement without the written consent of the other Party.
(1) Except as otherwise expressly provided herein, nothing in this Agreement,
express or implied, is intended to confer upon any person, other than the Parties hereto, any
benefits, rights or remedies under or by reason of this Agreement.
(m) This Agreement is effective upon execution by all the Parties. This Agreement
may be executed simultaneously in one or several counterparts, each of which will be deemed an
original and all of which together will constitute one and the same instrument. The terms of this
Agreement will become binding upon each Party from and after the time that it executes a copy
hereof. In like manner, from and after the time it executes a consent or other document
authorized or required by the terms of this Agreement, such consent or other document will be
binding upon such Party. If the County has not executed the Construction Contract and given
notice to proceed by June 30, 2006, the Developers may terminate this Agreement and be
relieved of any obligation to pay any amount under this Agreement. If all required rights-of-way
for the Project has not been obtained by January 2006, either the County or the Developers may
terminate this Agreement and, in such event, both parties will be relieved of any and all
obligations under this Agreement.
(n) The following exhibits are attached to and incorporated into this Agreement for
all purposes:
Exhibit A-1:
Exhibit A-2:
Exhibit B:
Exhibit C:
Exhibit D:
Exhibit E:
Exhibit F:
Developer's Project
The Project and Right -of -Way
Preliminary Budget
Form of Project Engineer's Contract
Form of Project Manager's Contract
Form of Construction Contract
Williamson County Invoice Cover Sheet Form
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple
copies, each of equal dignity, on this day of 2004.
193976-6 09/27/2004
WILLIAMSON COUNTY, TEXAS
By:
Name:(
Title: `Coc,i JL)1
c-' "
SIC I, r. c.. 06e..416.-
rlti
Date: 1G" .C- 6 4- Four
Dole
12
Exhibit E
Paee 12 of lc
HIGHLANDS AT MAYFIELD RANCH,
LTD.
By: BJM Mayfield Ranch GP, Inc., a Texas
corporation, General Partner
By: _=a_
Blake J. Magee, President
%Z/5 (J-(
Date:
193976-6 09/27/2004
13
Exhibit E
D....,.
11 „r '2Z
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•
PARKSIDE AT MAYFIELD RANCH, LTD.,
a Texas limited partnership
7-7
By: 1.�--� I\t 71, a
it.Ki<S �6r10 .c N its General Partner
By:
Name: t`-- 4
Title: :C c-5•
Date: 10 (ltd7
193976-6 09/27/2004
14
Exhibit E
•
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Exhibit E
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EXHIBIT "B"
• AR2004
TEERIRI _J
AL H TO SAM BASS
DATE: September 20, 2004
FILE: Arterial H to Sam Bass
PROJECT: Arterial H to Sam Bass
PROJECT#:
USE: S. F. LOTS ACRES:
LOT SIZES: NO. OF LOTS:
LINEAR FEET OF STREETS: 4,250
11.50
TOTAL COST
COST/LOT/MF
2,110,040
0
50.00% 50.00%
COST BID TOTAL WILLIAMSON HIGHLANDS! TOT COST/
CODE DESCRIPTION BUDGET PRICES BUD/BID COUNTY PARKSIDE L.F. STREET
HARD COSTS
STREETS 557,500 0 557,500 278,750 278,750 131
SIDEWALKS - 4,100' N. Side 52,500 0 52,500 26,250 26,250 12
WATER 0 0 0 0 0 0
HONEYBEAR CREEK CULVERT 400,000 0 400,000 200,000 200,000 94
WATER QUALITY POND 0 0 0 0 0 0
DRAINAGE 585,000 0 585,000 292,500 292,500 138
EROSION CONTROLS 50,000 0 50,000 25,000 25,000 12
STREET LIGHTS 38.500 0 38.500 19,250 19.250 9
TOTAL HARD COSTS 1,683,500 0 1,683,500 841,750 841,750 396
• SOFT COSTS
UNDERGROUND ELEC, CAB,h 0 0 0 .0 0 0
ENGINEERING - 8% 134,680 0 134,680 67,340 67,340 32
SOIL TESTING 15,000 0 15,000 7,500 7,500 4
FILING/INSPECT. FEES - 2% 33,670 0 33,670 16,835 16,835 8
TCEQ 5,000 0 5,000 2,500 2,500 1
DETENTION FEE 0 0 0 0 0 0
OVERSIZE FEE 0 0 0 0 0 0
MANAGEMENT FEES - 4% 67,340 0 67,340 33,670 33,670 16
COPIES & REPRODUCTION 2,500 0 2,500 1,250 1,250 1
CONTINGENCY- 10% OF H.C. 168.350 0 168.350 84.175 84.175 40
0
TOTAL SOFT COSTS 426,540 0 426,540 213,270 213,270 100
TOTAL COSTS 2,110,040 0 2,110,040 1,055,020 1,055,020 496
*Project will construct 1-24' lane (curb and gutter) from Mayfield Ranch, Section 7 to Sam Bass Road
Revised
09/23/04
Dec 24, 03
Jan 27, 04
Sep 20, 04
Exhibit E
Pave 17 of 3S
Initial Budget
Based on Hard Cost Estimate by Randall Jones Eng.
Final Budget Attached to Roadway Agreement
Parkside at Mayfield Ranch - Arterial H to Sam Bass.123
STATE OF TEXAS
COUNTY OF TRAVIS
EXHIBIT "C"
AGREEMENT FOR
ENGINEERING SERVICES
FOR
ARTERIAL "H"
THIS AGREEMENT made, entered into, and executed this 23`d day of September 2004, by and between
THE HIGHLANDS AT MAYFIELD RANCH, LTD. (hereinafter called the "CLIENT") and RANDALL JONES
• ENGINEERING, INC. (hereinafter called the "ENGINEER").
WHEREAS, the CLIENT desires to .construct street and drainage improvements for a tract of land, located
approximately between Sam Bass Rd. and Honey Bear Creek and from Flowstone Lane to Lagoona Drive in
Williamson County, Texas, to be known as ARTERIAL "H" (hereinafter called the "PROJECT");
WHEREAS, the CLIENT desires to obtain professional engineering services in connection with the
*PROJECT, such services to include development of design concepts; design and preparation of construction plans
for internal drainage, and street improvements;
WHEREAS, the ENGINEER is qualified and capable of performing the professional engineering services
proposed herein, is acceptable to the CLIENT, and is willing to enter into an Agreement with the CLIENT to
perform such services;
• NOW, THEREFORE, be it resolved, that the parties hereto do mutually agree as follows:
ARTICLE 1
EMPLOYMENT OF THE ENGINEER
The CLIENT agrees to retain the ENGINEER, and the ENGINEER agrees to perform professional
engineering services in connection with the PROJECT as set forth in sections following; and the CLIENT agrees to
pay, and the ENGINEER agrees to accept fees as specified in sections following as full and final compensation for
the 'work accomplished.
ARTICLE 2
PROFESSIONAL ENGINEERING SERVICES
The following categories of services are to be provided by the ENGINEER under this Agreement:
PROFESSIONAL SERVICES
AGREEMENT
1
Exhibit E
A. Basic Services
B. Additional Services
Basic Services include and are limited to engineering design for the street, water and wastewater systems and
drainage improvements for the proposed roadway. The Additional Services include work items that maybe required
to supplement the Basic Services.
2.1 BASIC SERVICES
The Basic Services will be performed in two phases: design and construction administration. Improvements will
consist of street and drainage improvements to singlefamily lots. The services to be provided by the ENGINEER in
each of these phases are as follows:
• 2.1.1 Final Design Phase
a. Prepare final drawings and specifications for incorporation into the Contract
Documents. The drawings and specifications will be basedon the approved
Roadway Alignment and supporting documents, and shall comply with regulations in
effect at the date of execution of this contract. Revisions resulting from
modifications to this basis prompted by either the CLIENT or reviewing agencies
shall be performed as an Additional Service.
b. Prepare one time, an estimate of development cost based on the approved drawings,
specifications, and materials and labor prices prevailing at the time of the estimate
without consideration of inflationary increases in cost.
c. The ENGINEER will assist the CLIENT in procuring approvals from reviewing
agencies by participating in submissions to and negotiations with these agencies.
Preparation and assistance in making presentations to reviewing agencies shall be
limited to normal procedures for obtaining approvals. If additional support by the
ENGINEER is required due to prolonged actions by said bodies or staff, or due to a
variance from ordinance, such work will be performed as an additional service upon
prior approval by CLIENT. The CLIENT will be responsible for payment of all
review, inspection, and recording fees.
' 2.1.2 Construction Administration - Bidding
a. Prepare for review and approval by CLIENT, remaining components of Contract
Documents including construction contract agreement forms, general conditions,
supplementary conditions, and where appropriate, bid forms, invitations to bid, and
instruction to bidders.
PROFESSIONAL SERVICES
AGREEMENT
2
Exhibit E
i
•
b. Assist the CLIENT in obtaining bids or negotiating proposals for each separate prime
contract for construction materials, equipment and services by distributing sets of bid
documents to Contractors.
c. Assist the CLIENT in evaluating bids or proposals in assembling and awarding
contracts by supervising bid opening, tabulating bids, notifying bidders of results,
writing letter of intent to award, writing notice to proceed, and reviewing and
approving bond insurance documents.
2.1.3 Construction Administration — Construction Phase
a. Make visits to the site at intervals appropriate to the various stages of construction to
observe as an experienced and qualified design professional the progress and quality
of the executed work of Contractor(s) and to determine in general if such work is
proceeding in accordance with the Contract Documents. ENGINEER shall not be
required to make exhaustive or continuous on-site inspections to check the quality or
quantity of such work. ENGINEER shall not be responsible for the means, methods,
techniques, sequences or procedures of construction selected by Contractors) or the
safety precautions and programs incident to the work of the Contractor(s).
ENGINEER's efforts will be directed toward providing a greater degree of confidence
for CLIENT that the complete work of Contractor(s) will conform to the Contract
Documents, but the ENGINEER shall not be responsible for the failure of
Contractor(s) to perform the construction work in accordance with the Contract
Documents. During such visits and on the basis of his on-site observations
ENGINEER shall keep CLIENT informed of the progress of the work, shall endeavor
to guard CLIENT against defects and deficiencies in such work and may disapprove
or reject work failing to conform to the Contract Documents.
b. Issue all instructions of CLIENT to Contractor(s); issue necessary interpretations and
clarifications of the Contract Documents and in connection therewith prepare change
orders as required; have authority, as CLIENT's representative, to require special
inspection or testing of the work upon approval by CLIENT; act as initial interpreter
of the requirements of the Contract Documents and judge of the acceptability of the
work thereunder and make decisions on all claims of CLIENT and Contractor(s)
relating to the acceptability of the work or the interpretation of the requirements of
the Contract Documents pertaining to the execution and progress of the work; but
ENGINEER shall not be liable for the results of any such interpretations or decisions
rendered by him in good faith.
c. Based on ENGINEER's on-site observations as an experienced and qualified design
professional and on review of applications for payment and the accompanying data
and schedules, determine the amounts owing to Contractor(s) and recommend in
writing payments to Contractor(s) in such amounts; such recommendations of
PROFESSIONAL SERVICES
AGREEMENT
3
Exhibit E
payment will constitute a representation to CLIENT, based on such observations and
review, that the work has progressed to the point indicated that, to the best of
ENGINEER's knowledge, information and belief, the quality of such work is in
accordance with the Contract Documents (subject to an evaluation of such work as a
functioning Project upon Substantial Completion, to the results of any subsequent
tests called for in the Contract Documents, and to any qualification stated in his
recommendation), and that payment of the amount recommended is due
Contractor(s); but by recommending any payment ENGINEER will not thereby be
deemed to have represented that continuous or exhaustive examinations have been
made by ENGINEER to check the quality or quantity of the work or to review the
means, methods, sequences, techniques for procedures of construction or safety
precautions or programs incident thereto or that ENGINEER has made an
examination to ascertain how or for what purposes any title to any Contractor has
used the moneys paid on account of the Contract Price, or that title to any of the work
materials or equipment has passed to CLIENT free and clear of any lien, claims,
security interests or encumbrances, or that the Contractor(s) have completed their
work exactly in accordance with the Contract Documents.
d. Conduct an inspection to determine if the PROJECT is substantially complete and
final inspection to determine if the work has been completed in accordance with the
Contract Documents and if each Contractor has fulfilled all of his obligations
thereunder so the ENGINEER may recommend, in writing, final payment to each
Contractor and may give written notice to CLIENT .and the Contractor(s) that the
work is acceptable (subject to any condition therein expressed).
e. Construction staking shall be done by RJ Surveying and paid for by the
CONTRACTOR. For the fee stated in the construction contract, SURVEYOR shall
provide construction staking and prepare cut sheets as required for initial street
excavation; and final field staking and cut sheet preparation for storm sewer,
wastewater and street construction. All restaking and resetting of pins will be
considered additional work and will be billed on an hourly fee basis.
2.2 OFFSITE IMPROVEMENTS
Offsite improvements beyond the limits of "The Project" are not anticipated for this contract and are excluded from
the services described herein.
2.3 ADDITIONAL -SUPPLEMENTAL SERVICES
The following list of fees and supplemental services will be considered outside the scope of basic services.
All additional work will be billed hourly, or at a predetermined Lump sum price.
PROFESSIONAL SERVICES
AGREEMENT
4
Exhibit E
•
•
Extra Sections
ADA Applications
Detention Ponds
TCEQ Applications
Water Quality Ponds.
Payment of all government fees
FHA Grading Plans
Addressing of further questions after the
plans have been approved
Detention/Flood Plain Study/Analysis
EPA/NPDES/TPDES Applications and
Permits
Flood Plain Study or FEMA Revisions
Offsite Roads and Utilities for Future and
Proposed Lots
2.4 EXCLUSIONS
The services stipulated in the section below are specifically excluded from the scope ofBasioServices. They shall
be offered, if required, at the time that a definite scope of service can be defined. In the event these services are
required, a scope of services and any fee adjustment shall be agreed upon in advance of services being
accomplished; and the Agreement shall be amended. These services include:
a. Surveys for Right-of-way acquisition and offsite easements. Field surveying, deed research, office calculation,
map preparation, and certifications required to settle boundary disputes, encroachments, conflicts,
determination of deeds of trust, or other similar problems,
b. Field surveys to locate and identify trees and other vegetation on the property.
c. Assistance in obtaining variances from City Ordinances.
d. Visits to the job site, other than periodic visits, to approve construction, mediate disputes, etc.
e. Restaking of lot corners for gas, electric, water and wastewater service construction.
f. Geotechnical or Soil and foundation investigations or any special surveys and tests which maybe required for
design, and arrangement for such work to be done.
g. Redesign of proposed improvements due to CLIENT requests, changes in reviewing agency standards, or to
accommodate existing improvements as designed by others.
h. Resetting of lot pins upon completion of construction.
i. Preparation of field notes for land exchanges or dedication of easements by separate instrument.
Assistance in obtaining franchise utility services, i.e. gas, electric, telephone, cable TV.
PROFESSIONAL SERVICES
AGREEMENT
5
Exhibit E
•
•
k. Design of retaining walls and other structural elements.
1. Meetings, reports, or other assistance requested by parties other than CLIENT.
m. Design of off-site improvements.
n. Landscaping
o. Structural Design
p. Topographic Surveys
q. Any other services required or requested that are not included under Basic Services.
r. Environmental Assessments; Geological Assessments; studies for noise, trees; archeological or historical
sites, wetlands, endangered species or similar resources.
ARTICLE 3
OWNERSHIP OF DOCUMENTS
All documents, including original drawings, estimates, specifications, field notes and data shall remain the property
of the ENGINEER. CLIENT may at his expense obtain a set of reproducible recorded copies of drawings and other
documents, but agrees that he will use such copies solely in connection with the project covered by this Agreement
and for no other purpose.
PROFESSIONAL SERVICES
AGREEMENT
6
Exhibit E
•
ARTICLE 4
COMPENSATION
4.1 PAYMENTS
The services proposed herein will be paid on a lump sum, per lot or hourly fee basis as follows:
Section
Item
Engineering Fee
2.1
Plans Design Phase
Plans Construction Phase
7% of construction costs
1 % of construction costs
2.2
Offsite Improvements
Lump Sum as agreed upon by
Client
2.3
Detention Ponds and Water
Quality Ponds
7% of Construction Cost
2.3
Additional Services
See Table 2.3
Construction staking shall be done by RJ SURVEYING, INC. and paid for by the CONTRACTOR.
•SURVEYOR shall provide construction staking and prepare cut sheets as required for initial street
excavation; and final field staking and cut sheet preparation for storm sewer, wastewater and street
construction. Fee for construction staking shall be $1.25/per linear foot of line staked. All restaking and
resetting of pins will be considered additional work and will be billed on an hourly basis.
The per lot prices for construction plans as listed above, will remain in effect for a period of two (2) years
from the date of this executed agreement. If the project extends beyond the two year time period, Randall
•Jones Engineering, Inc. reserves the right to renegotiate the per lot prices to reflect current prevailing market
fees.
Monthly billing at the following schedule:
Construction Plans - Up to 75% of fee on plans at initial submittal
Design Phase - Up to 100% of fee on plans on Approval
Construction Administration — Monthly billing based on percentage of project completion
4.1.2 Hourly Charge
Hourly charges are to be based on the current Standard Rate Schedule effective at the time of
billing. The current Standard Rate Schedule is attached.
PROFESSIONAL SERVICES
AGREEMENT
7
Exhibit E
•
4.1.3 Reimbursable Expenses
All direct reimbursable expenses shall be at the prevailing commercial rate or cost, plus 10%
for handling.
Reimbursable expenses shall include long distance telephone calls, telegrams,
reproduction expenses, mileage, delivery, survey stakes, lathes, Iron rods and similar
items.
4.2 TIMES OF PAYMENT
4.2.1 ENGINEER shall submit monthly statements for all services rendered. The statements will
be based upon the actual work performed.
4.3 OTHER PROVISIONS CONCERNING PAYMENTS
4.3.1 Late Payment to ENGINEER
All payments for services rendered by the ENGINEER that have. not been paid within 30
days after invoice approval by Client, shall thereafter accrue interest at the rate of one and
one half percent (1.5%) per month. In addition, ENGINEER, after giving seven days written
notice to CLIENT, may suspend services under this Agreement until he has been paid in full
all amounts due him for services and expenses.
4.3.2 Period of Service
The various rates of compensation for ENGINEER's services provided above have been
agreed to in anticipation of the orderly and continuous progress of the PROJECT.
ENGINEER's obligation to render services hereunder will extend for a period which may
reasonably be required for the design of the PROJECT including extra work and required
extensions thereto.
ARTICLE 5
LIABILITY LIMITATION
ENGINEER shall have no liability to CLIENT or others as a consequence of express or implied approval of any
construction activities, for any defective construction (whether or not observed by ENGINEER) for any excess of
construction costs over an amount estimated, or for any other reason beyond the use of reasonable skill in the
preparationof particular drawings and designation of particular materials for the assignment covered by this
•reement. In no event shall ENGINEER's liability exceed the amount of total compensation received on each
PROFESSIONAL SERVICES
AGREEMENT
R
Exhibit E
• section by ENGINEER under this Agreement.
•
Notwithstanding any other provision of the Agreement, neither party shall be liable to the other for any
consequential damages incurred due to the fault of the other party, regardless of the nature of this fault or whether it
was committed by the Client or the ENGINEER, their employees, agents, subconsultants or subcontractors. No
employee or agent of ENGINEER shall have individual liability to CLIENT. In no event and under no
circumstance, shall ENGINEER be liable to CLIENT for consequential, incidental, indirect, special or punitive.
damages. Consequential damages include, but are not limited to, loss of use and loss of profits.
The Client agrees to extend any and all liability limitations and indemnifications provided by the Client to the
ENGINEER to those individuals and entities the ENGINEER retains for performance of the services under this
Agreement, including but not limited to the ENGINEER's officers and employees and their heirs and assigns, as well
as the ENGINEER's subconsultants and their officers, employees, heirs and assigns.
All legal actions by either party against the other arising out of or in any way connected with the services to be
performed hereunder shall be barred and under no circumstances shall any such claim be initiated by either party
after three (3) years from the date of issuance of the Certificate of Completion, unless the ENGINEER's services
shall be terminated earlier, in which case the date of termination of this Agreement shall be used.
•
ARTICLE 6
TERMINATION
6.1 CONDITIONS OF TERMINATION
This Agreement may be terminated without cause at any time prior to completion of ENGINEER's services
either by CLIENT or by ENGINEER, upon seven days written notice to the other at the address of record.
Termination shall release each party from all obligations of this Agreement, except specified in paragraph
6.2, below.
6.2 COMPENSATION PAYABLE ON TERMINATION
On termination, either by CLIENT or ENGINEER, CLIENT shall pay ENGINEER the full amount specified
above, with respect to any Engineering Services performed to date of termination (including all
Reimbursable Expenses incurred).
ARTICLE 7
INSURANCE
ENGINEER agrees to maintain workmen's compensation insurance to cover all of its own personnel engaged in
performing services for CLIENT under this Agreement. ENGINEER also agrees to maintain general liability
insurance against damages resulting from bodily injury, death or property damage from accidents arising in the
course of services performed under this Agreement.
PROFESSIONAL SERVICES
AGREEMENT
9
Exhibit E
ARTICLE 8
CONTROLLING LAW
This Agreement is to be govemed by the law of the principal place of business of the ENGINEER in Austin, Travis
County, Texas and venue for any suit in conjunction with this Agreement shall be in the District Courts of Travis
County, Texas or the U.S. District Court for the western District of Texas, Austin Division.
ARTICLE 9
SUCCESSORS AND ASSIGNS
09.1 CLIENT and ENGINEER each binds himself and his partners, successors, executors, administrators, assigns
and legal representatives to the other party to this Agreement and to the partners, successors, executors,
administrators, assigns and legal representatives of such other party, in respect to all covenants, agreements
and obligations of this Agreement.
9.2 Neither CLIENT nor ENGINEER shall assign, sublet or transfer any rights under or interest in (including,
but without limitation, monies that may become due or monies that are due) this Agreement without the
• written consent of the other, except as stated in paragraph 9.1 and except prior to the extent that the effect of
this limitation may be restricted by law. Unless specifically stated to the contrary in any written consent to
an assignment, no assignment will release or discharge the assignor from any duty or responsibility under
this Agreement. Nothing contained in this paragraph shall prevent ENGINEER from employing such
independent consultants, associates and subcontractors as he may deem appropriate to assist him in the
performance of services hereunder.
.9.3 Nothing herein shall be construed to give any rights or benefits hereunder to anyone other than the CLIENT
and ENGINEER.
PROFESSIONAL SERVICES
AGREEMENT
10
Exhibit E
ARTICLE 10
EXECUTION OF AGREEMENT
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement the day and year first written
above.
RANDALL JONES ENGINEERING, INC.
1212 E. BRAKER LANE
AUSTIN, TEXAS 78753
(512) 836-4793
By: By:
Randall Jones, P.E., RPLS
•
Title: President Title:
Date: Date:
PROFESSIONAL SERVICES
AGREEMENT
STANDARD RATE SCHEDULE FOLLOWS
Exhibit E
_ r e
•
STANDARD RATE SCHEDULE
Effective July 1, 2000 the following new rate schedule will become effective for work performed on an hourly -charge
basis.
OFFICE PERSONNEL SERVICES
DIRECT LABOR
Principal $120.00 per hour
Project Engineer $100.00 per hour
Staff Engineer $ 85.00 per hour
Registered Surveyor $100.00 per hour
GPS Data Processor $110.00 per hour
Senior Technician $ 65.00 per hour
. Technician $ 55.00 per hour
Draftsman $ 45.00 per hour
Clerical $ 45.00 per hour
FIELD PARTY SERVICES
Field Crew
•*GPS Field Unit & Operator
$ 90.00 per hour
$135.00 per hour
REIMBURSABLE EXPENSES
All direct reimbursable expenses shall be at the prevailing commercial rate or cost, plus 10% for handling.
. Reimbursable expenses shall include long distance telephone calls, telegrams, reproduction expenses, mileage,
delivery, survey stakes, lathes, Iron rods and similar items.
NOTES
1. Field Party rates include conventional equipment, supplies and survey vehicles. Abnormal use of stakes,
lathes, etc. used such as during the construction phase of a project will be charged as indicated.
2. A minimum of two (2) hours field part time charge will be made for show -up time and return to office,
resulting from inclement weather conditions, etc.
3. Field Party stand-by time will be charged for at the above -shown appropriate rates.
4. Rates for GPS apply to actual time GPS units are in use. All other time will be charged at appropriate
normal field party rates.
PROFESSIONAL SERVICES
AGREEMENT
12
Exhibit E
•
•
EXHIBIT "D"
MANAGEMENT AGREEMENT
This Agreement is made and entered into effective as of the day of October, 2004, by
and between WILLIAMSON COUNTY, Texas ("County"), and BLAKE MAGEE COMPANY,
L.P., a Texas limited partnership ("Project Manager").
WITNESSETH:
WHEREAS, in connection with its development of the The Highlands at Mayfield Ranch and
Parkside at Mayfield Ranch (collectively, the "Developers), and in recognition of the impact that the
development will have on traffic demands in the County, the County and Developers have entered
into a Roadway Participation Agreement to design and construct two lanes of Arterial H from
Mayfield Ranch, Section 7 to Sam Bass Road as shown on Exhibit A ("The Project"); and
WHEREAS, the County is willing to proceed with construction of the Project, provided that
the Developer's pay or reimburse the County for certain costs of the Project as provided in this
Agreement; and
WHEREAS, the Roadway Participation Agreement (the "Roadway Agreement")
allocates to County responsibility for hiring Project Manager to manage the Project, and County
and Developers have agreed that Project Manager will manage the construction of the Project for the
County on the terms and conditions set forth herein;
• NOW, THEREFORE, in consideration of the premises and the covenants contained herein,
the parties agree as follows:
SCOPE OF SERVICES
1. Pre -Construction Phase:
a. Coordinate and supervise the design of, and processing for approval of street
and drainage plans with Randall Jones Engineering (the "Project Engineer")
with Williamson County and the City of Round Rock and including but not
limited to obtaining the necessary permits to begin construction;
b. Coordinate and supervise the Project Engineer's preparation of applications
for, and precessing for approval of the WPAP and NOI from the Texas.
Commission on Environmental Quality ("TCEQ")
c. Coordinate and supervise the design of any and all dry utility plans with any
and all public utility companies;
d. Prepare final budgets and prepare monthly status report, ledger and cash flow
reports, all of which compare budgeted costs to actual costs;
Exhibit E
Pace 30 of 35
e. Assist the Project Engineer in preparing public bid proposals from contractors
for the construction of street and drainage improvements and assist the
County with selection of the most qualified low -bidder.
2. Construction Phase:
a. Assist Project Engineer in obtaining bid proposals from contractors, tabulate
and analyze bid results, and award and prepare construction contracts with
contractor selected by County for the construction of the street and drainage
improvements.
b. Coordinate construction of street and drainage improvements with
contractors selected by the County so Project is constructed in accordance
with the plans and specifications prepared by Project Engineer;
c. Provide County with monthly written reports which shall include a schedule
of estimated completion dates ofproject improvements, areasonably detailed
budget status report, and actual costs to date.
d. Pursue substantial completion and final acceptance of street and drainage
improvements with Williamson County; and
e. Attend meetings with County and Project Engineer, as needed.
OUTLINE OF PROPOSED FEES
Payment of fees for pre -construction and construction services shall be based on the terms and
conditions outlined below:
1. The fee for project management services shall be four percent (4%) of the "hard costs" of
the Project as shown on the preliminary budget attached hereto as Exhibit B". Payment
of said fee shall be payable monthly at a rate of $4,000.00 per month beginning when
construction of the Project commences. Owners shall also reimburse Project Manager for
costs incurred in connection with the Project, including, reproduction costs, delivery
expenses and postage expenses. If the total fee has not been paid when the Project Manager
obtains a substantial completion from Williamson County, then the balance of the fee shall
be due and payable at that time.
TERM OF THE AGREEMENT
This Agreement shall be effective on the date the Owner enters into the Roadway
Participation Agreement with the Developers and shall be in full force and effect until project
completion. Further, either Owner or Project Manager may terminate this agreement at any time
upon a default by the other party. A party shall be deemed in default hereunder if such party fails
to make any payment, perform any obligations described herein with fifteen (15) days after notice
from the other party; provided, however that if performance of the obligations require more than
fifteen (15) days, the party shall not be deemed in default with respect to such performance unless
the party does not begin curing default within fifteen (15) days after notice of same and to diligently
pursue such cure to completion.
Exhibit E
PaEe 31 of 35
•
•
OTHER PROVISIONS
A. Assignment. The rights and obligations arising hereunder shall not be assignable by any of
the parties hereto without the prior written consent of all the other parties hereto.
B. Attorneys' Fees. If any party defaults hereunder, the defaulting party shall pay the other
party's reasonable attorneys' fees, expert witness fees, travel and accommodations expenses,
deposition and trial transcript costs and cost of court and other similar costs or fees paid or
incurred by the other party by reason of or in connection with the default (whether or not
legal or other proceedings are instituted). If any party hereto finds it necessary to bring an
action at law or other proceeding against the other party to enforce any of the terms,
covenants or conditions hereof or any instrument executed pursuant to this Agreement, or
by reason of any breach hereunder, the party prevailing in any such action or other
proceeding shall be paid all costs and reasonable attorneys' fees by the other party, and in the
event any judgment is secured by such prevailing party, all such costs and attorneys' fees
shall be included in any such judgment, attorneys' fees to be set by the court and not by jury.
C. Indemnification. Each party hereto shall indemnify and hold the other forever harmless
from any damages, costs, expenses, claims, causes of action and losses, including
consequential damages, resulting from breach by the indemnifying party of any or all of the
warranties, representations or covenants contained herein. In addition, Owner shall
indemnify and hold Project Manager harmless from any and all costs, expenses, claims, suits,
damages and liabilities related to or arising in connection with the Project in anyway except
to the extent such cost, expense, claim, suit, damage or liability is caused by Project
Manager's negligence or willful misconduct. Each party hereto shall provide the other with
evidence that such party maintains general liability insurance, of at least One Million Dollars
($1,000,000.00). Each party agrees to maintain such insurance in full force and effect during
the term of this Agreement, and that it will obtain from its insurance carrier endorsements
to all applicable policies waiving the carrier's rights of recovery under subrogation or
otherwise against the other party.
D. Terminology. Whenever the context so requires in this Agreement, the masculine gender
includes the feminine and/or neuter and the singular number includes the plural. The use
herein of the words "including" or "include" when following any statement, term or matter
shall not be construed to limit such statement, term or matter to those specific terms or
matters, or similar terms or matters, set forth immediately following such statement, term or
matter, whether or not non -limiting language (such as "without limitation" or "but not limited
to" or words of similar import) is used with reference thereto.
E. Time of Essence. Time is of the essence of this Agreement; however, in the event the
provisions of this Agreement require any act to be done or action to be taken hereunder on
a date, or on or before a date, which is a Saturday, Sunday or legal holiday, such act or action
shall be deemed to have been validly taken on the next succeeding day which is not a
Saturday, Sunday or legal holiday.
Exhibit E
Page 32 of 35
•
F. Waiver. No waiver by any party of a breach of this Agreement shall be construed
as a waiver of any preceding or succeeding breach of the same or any other covenant, condition or
agreement hereof, and no delay in exercising any right or remedy shall constitute a waiver thereof.
G. Facsimile Signature. Each party hereto agrees that a signature transmitted by
facsimile transmission shall constitute the binding signature of such party.
P. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first written above.
PROJECT MANAGER:
BLAKE MAGEE COMPANY, L.P, a Texas limited
partnership
By: Blake Magee GP, LLC, a Texas limited liability
company, General Partner
Date: October _, 2004 By:
•
Blake J. Magee, President
1011 N. Lamar Boulevard
Austin, Texas 78703
(512) 481-0303 - Office
(512) 481-0333 - Fax
COUNTY:
WILLIAMSON COUNTY, TEXAS
By:
John Doerfler, County Judge
710 Main Street, #201
Williamson County Courthouse
Georgetown, Texas 78626
Exhibit E
Page 33 of 35
EXHIBIT "A"
��1111111uni ull u iyr� `�i
G 11111111111 .: .� •II•►:
j;/11111111 ;; ,
��1111�� �; �:� �I�Ve1 jt :1
mumu Fi-N 110 dr*
mi %to
No
'THE PROJECT"
Exhibit E
Page 34 of 35
COST
CODE
09/23/2004
EXHIBIT "B"
DATE: September 20, 2004
FILE: Arterial H to Sam Bass
PROJECT: Arterial H to Sam Bass
PROJECT#:
USE: S. F. LOTS
LOT SIZES:
LINEAR FEET OF STREETS:
DESCRIPTION
HARD COSTS
•
STREETS
SIDEWALKS - 4,100' N. Side
WATER
HONEYBEAR CREEK CULVERT
WATER QUALITY POND
DRAINAGE
EROSION CONTROLS
STREET LIGHTS
TOTAL HARD COSTS
SOFT COSTS
UNDERGROUND ELEC, CAB,TV
ENGINEERING - 8°,b
SOIL TESTING
FILING/INSPECT. FEES - 2%
TCEQ
DETENTION FEE
OVERSIZE FEE
MANAGEMENT FEES - 4%
COPIES & REPRODUCTION
CONTINGENCY - 10% OF H.C.
TOTAL SOFT COSTS
TOTAL COSTS
ACRES:
NO. OF LOTS:
4,250
BUDGET
557,500
52,500
0
400,000
0
585,000
50,000
38.500
1,683,500
0
134,680
15,000
33,670
5,000
0
0
67,340
2,500
168.350
426,540
11.50
BID
PRICES
2,110,040
1
TOTAL COST
COST/LOT/MF
2,110,040
0
50.00% 50.00%
TOTAL WILLIAMSON HIGHLANDS! TOT COST/
BUD/BID COUNTY PARKSIDE 1 F. STREET
0 557,500 278,750 278,750
0 52,500. 26,250 26,250
0 . 0 0 0
0 400,000 200,000 200,000
0 0 0 0
0 585,000 292,500 292,500
0 50,000 25,000 25,000
Q 38.500 19.250 19.250
0 1,683,500. 841,750 841,750
0 0 0 0
0 134,680 67,340 67,340
0 15,000 7,500 7,500
0 33,670 16,835 16,835
0 5,000 2,500 2,500
0 0 0 0
0 0 0 0
0 67,340 33,670 33,670
0 2,500 1,250 1,250
D 168.350 84,175 84.175
0
0 426,540 213,270 213,270
0 2,110,040 1,055,020 1,055,020
*Project will construct 1-24' Zane (curb and gutter) from Mayfield Ranch, Section 7 to Sam Bass Road
Revlsed
Dec 24, 03
Jan 27, 04
Sep 20, 04
Exhibit E
Page 35 of 35
Initial Budget
Based on Hard Cost Estimate by Randall Jones Eng.
Final Budget Attached to Roadway Agreement
131
12
0
94
0
138
12
9
396
0
32
4
8
1
0
0
16
1
100
496
Parkside at Mayfield Ranch - Arterial H to Sam Bass.123
EXHIBIT F
Consent Resolution
RESOLUTION NO.
A RESOLUTION GRANTING THE CONSENT OF THE CITY OF
ROUND ROCK, TEXAS, TO THE CREATION OF PARKSIDE AT
MAYFIELD RANCH MUNICIPAL UTILITY DISTRICT WITHIN THE
CITY'S EXTRATERRITORIAL JURISDICTION.
WHEREAS, the City of Round Rock received a Petition for Consent to the Creation of a
Municipal Utility District, proposed to be known as Parkside Municipal Utility District, for
370.456 acres of land, a copy of which petition is attached as Exhibit 1; and
WHEREAS, according to the City's official maps of its incorporated city limits and
extraterritorial jurisdiction, all of such land is located within the City's extraterritorial
jurisdiction; and
WHEREAS, Section 54.016 of the Texas Water Code and Section 42.042 of the Local
Government Code provide that land within a city's extraterritorial jurisdiction may not be
included within a district without the city's written consent; NOW, THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL
OF THE CITY OF ROUND ROCK, TEXAS:
That the City Council of the City of Round Rock, Texas, gives its written consent to the
creation of a municipal utility district, proposed to be known as Parkside at Mayfield Ranch
Municipal Utility District, on 370.456 acres of land, as described in the attached petition.
PASSED AND APPROVED on the day of , 2005.
Mayor, City of Round Rock
ATTEST: APPROVED:
City Secretary City Attorney
Exhibit F
Page 1 of 6
183465-7 03/08/2005
4
PETITION FOR CONSENT TO THE CREATION
OF A MUNICIPAL UTILITY DISTRICT
TO THE HONORABLE MAYOR AND CITY COUNCIL OF THE CITY OF ROUND ROCK,
TEXAS:
The undersigned (the "Petitioner"), holding title to the land described below and acting
pursuant to the provisions of Chapters 49 and 54, Texas Water Code, respectfully petitions the
City Council of the City of Round Rock, Texas, for its written consent to the creation of a
municipal utility district over the land and, in support thereof, would show the following:
I.
The name of the proposed district is PARKSIDE AT MAYFIELD RANCH
MUNICIPAL UTILITY DISTRICT (the "District").
II.
The District will be created and organized under the terms and provisions of Article XVI,
Section 59 of the Constitution of Texas and Chapters 49 and 54, Texas Water Code.
III.
The District will contain a total of approximately 370.456 acres of land, situated in
Williamson County, Texas. All of the land proposed to be included in the District is located
within the extraterritorial jurisdiction of the City of Round Rock, Texas (the "City"). All of the
land proposed to be included may properly be included in the District. The land proposed to be
included within the District is described by metes and bounds on Exhibit "A", which is attached.
hereto and incorporated herein for all purposes.
IV.
Petitioner holds title to land proposed to be included within the District and is the owner
. of a majority in value of such land, as indicated by the tax rolls of Williamson County, Texas.
V.
The general nature of the work to be done by the District at the present time is the design,
construction, acquisition, maintenance and operation of a waterworks and sanitary sewer system
for domestic and commercial purposes, and the construction, acquisition, improvement,
extension, maintenance and operation of works, improvements, facilities, plants, equipment and
appliances helpful or necessary to provide more adequate drainage for the District, and to
control, abate and amend local storm waters or other harmful excesses of waters, and such other
construction, acquisition, improvement, maintenance and operation of such additional facilities,
systems, plants and enterprises as shall be consonant with all of the purposes for which the
District is created.
VI.
There is a necessity for the above-described work, because there is not now available
within the area, which will be developed for single family residential uses, an adequate
waterworks system, sanitary sewer system, or drainage and storm sewer system. The health and
welfare of the present and future inhabitants of the area and of the territories adjacent thereto
170353-1 08/27/2003
Exhibit F
Pale 2 of 6
require the purchase, design, construction, acquisition, ownership, operation, repair,
improvement and extension of an adequate waterworks system, sanitary sewer system, and
drainage and storm sewer system. A public necessity, therefore, exists for the creation of the
District, to provide for the purchase, design, construction, acquisition, ownership, operation,
repair, improvement and extension of such waterworks system, sanitary sewer system, and
drainage and storm sewer system, to promote the purity and sanitary condition of the State's
waters and the public health and welfare of the community.
VII.
A preliminary investigation has been made to determine the cost of the proposed
District's project, and it is now estimated by the Petitioner, from such information as it has at this
time, that such cost will be approximately $ 3 0 , 0 0 0 , 0 0 0
WHEREFORE, Petitioner prays that this petition be heard and that your Honorable Body
duly pass and approve an ordinance or resolution granting consent to the creation of the District
and authorizing the inclusion of the land described herein within the District.
110 RESPECTFULLY SUBMITTED this / J day of Qc- to/ cr , 2003.
PETITIONER:
ELMER McLESTER, TRUSTEE
By:
THE STATE OF TEXAS
COUNTY OF TRAVIS
Elmer McLester
1411 West Ave., Suite 200
Austin, Texas 78701
This instrument was acknowledged before me on the % day of
a q- , 2003, by Elmer McLester, Trustee.
(SEAL)
170353-1 08/27/2003
MARA L. KARLEY
Notary Public, State of Texas
My Commission Expires
January 31, 2007
Nota y Public, State of Texas
Exhibit F
Page 3 of 6
EXHIBIT "A"
370.456 acres consisting of (a) the 229.556 acres of land more parti cularly
described on Exhibit "A-1" attached hereto and (b) the 140.93 acres of land
more particularly described on Exhibit "A-2" attached hereto.
Exhibit F
Page 4 of 6
Exhibit "A-1"
'Being a 229.556 acre tract or parcel of land out of the A. Carr
Survey, Abstract No. 122 situated in Williamson County, Texas, being t
all of that same tract conveyed to Perry Mayfield described in e
read recorded in volume 492, Page 173 of the Deed Aeco=ds of said a
County, said Mayfield Tract being more. particularly described by
metes and bounds as follows:
Beginning at an iron pin set by a fence corner ia the East margin of
County Road No. 175, said point being the Southwest corner of Said
Mayfield Tract;
THENCE Northerly the following three (3) courses along said East
margin, as fenced: (1) N.37°38'50"W. 257.20 feet to en iron pin
set, (2) N.37°21105"w. 257.68 feet to an iron pin set, (3)
N.37°15115"W. 515.13 feet to an iron.pin set by a fence corner for
an ell corner hereof;
11, THENCE N.58°32'55"E. 370.58 feet to an iron pin set by a fence
corner for an ell corner hereof;
,THENCE N.27°47'W. 80.48 feet.to an iron pin set and N.33°10'20"t4.
371.36 feet -to an iron pin sat by a fence corner for an ell corner
hereof;
THENCE N.31°13'55"E. 241.16 feet to an iron pin set by a pence
corner for an ell,corner hereof;
TBENC.:, N.57"25'30"W. 228.25 feet to an iron pin found by a fence
corner for an eli•corner hereof;
THENCF. N.17°28130"E. 507,27 feet to an iron pin set and N.17°20'25"E. •
352.17 fest to an iron pin found et a fence corner for the most
northerly Northwest corner hereof;
THENCE easterly the following five (5) courses, along the North line
10 of said Clayfield Tract, the North line hereof: (1) N.66°59'40"£.
988.47 feet to an iron pin set; (2) N.66°32120"E. 554.97 feet to an
__on pin set; (3) N.66°39'05"E. 907.32 feet to an iron.pin set by
a 12" P.O.; (4) ,N.72°19'E. •210.57 feet to' an iron pin set by'a 12"
L.O.; (5) N.82°01'E. 700.18 feet to.an iron pin set.by a fence corner
for the Northeast corner 'hereof;
THENCE southerly the fallowing six courses along the East line of.
said, Mayfield tract, the East line hereof; (1) 5.20°24'20"E. 8.4.50
feet to an iron: pin found; (2) 5.19°28'40"E. 657.20 .feet to an iron
Din found; (3) 5.18°59130"E. 332,42 feet to an iron pin found; (4)
5.17°48115"E. 739.60 feet to an iron pin set; (5) 5.19°32'25"E.
428.11 feet to an iron pih set; (6) 5.22°06'15"E. 345.32 feet to an
iron pin set by a fence corner at the Southeast corner of said Mayfield
Tract
THENCE westerly the following five (5) courses along the South line
of said Mayfield Tract, the South line hereof; (1) 5.71°28'40"W.
628.14 feet to ail iron pin set; (2) 5.73°05'05"W. 710.30 feet -to an
iron pin set; (3) 5.70°49'15"W. 820.42 feet to an iron pin sett'
(4) 5.70637'45"W. 938.55 feet to an iron pin set; (5) 5.70.59'50"W..
747,47 feet to the Point of Beginning of this described tract of
land, as yenced, containing 22'9.556 acres of land more or less.
Exhibit F
E, hihit "A-2"
Field otes fora' tract of 140.93 acres situoted
out dr an a ,part of the following tracts: 1) that tract,pg c
on t e JqOec B Allet Survey, A-36, 'in deeds to U:' W Co y, f
et e1, dated—.April. 7. 1900, recorded,.in Vol: 91, page b25,) -Deems „�coru
date$April 1900 recorded -in Vol': 95, page 3987'Deed Records, ofd I'
dated) Apr r 5, 1904; recorded in Vol. 158,' page'1.70, Deed alecord 2
described as 18.00' acres on the James S. Patterson ;Su, uc y4 ;;A 5011 ,, and."
John Church Survey, A,140—that were conveyed fromth S J WulYir
deed eted February 20, 1914, recorded in Vol. 161, Page 381, DuedRLcori
descr bed as. containing107 acres out of the James S. Patterson Sni`vey,,
from . C Bowman to-U.'W. Casey dated December 12, .1913 and recorded in'
130, eed Records. 4•) that 100 acrd tract out of the Amato ha Carr Lu,ve
1180 a nveyed by deed to U. W. Casey by: Walter R. Carpenter dated Jununry ,c
in Vo . 100, page 99; and S. W. Palm dated May 7, 1896 and recorded in Vol
Deed ecoids. 5) that tract described as containing 60 acres :out"of the Ainistb
Surve , A-122 in•a deed from Robert H. Krentcl et ux to W.'.D. Casey et � `c�`"
11, 1 44, recorded in Vol. 324, page 72, Deed Records.
Be inning et an iron stake found, bezidu u lune,• curi"•r•.po ;t, mij, I , u1 "th1 „r•;
the a ove- described 66 acre Casey tract locate') on Up: Al lur .;urv, , Id <1,01,i1'y
the South fence line of Lot 24 and at the NW coi nor „t' Lot`: '7 of Idfu L, t,il• aubdl`
recorded in Cabinet C, Slide 117, Plat Records of Williamson County4 Texas;'oi
corner hereof.
Thence proceeding along the East fence line of :;:,hl I;(, ac,L (.;,:uy Lraut` tad til
fence line of Lots 27 thru,30 of said l•Ihit; L;,i1 :n,011ivlr.ion, us i' n] 1u, :: g` M0 1 j
3.28 ft., a post; S 18 deg. 18' 50 E 73.54 1't., ;, 1:J'Post Oak; S 1')::.dc(:•':1
ft., a 12. Post Oak; S 19 deg. 04' 40" E 568.15 ft., u 10" L1ve-Oak, S
221.93 ft., an iron stake set beside a ccdnr; S 1744444,;'6c. 50.E 113 1
S 29 deg. 34' 20" E 43.24 ft. to the SE fence cornc 1,u'`It, bi id t,lllcl, is Iouu:l ,,,I,
stake, of said 66 acre Caffey tract; said point nein(; the SW corner of Lo 30 1ul ;l a Lenj
in the North fence line of Lot 69 of said Whitetail Subdivision; fur the ,most
corner hereof.
Thence proceeding along the .Louth fence I i,r: '.i 11.0 •,c r • C..:: cl ,✓. 1 •I I ti 11...
fence line of Lots 69 thru 66 o1' suid W1; 0; 0 1 1 Ll 11'1 v 1.1 i, ti, :is ro I1ow- . 01. 1
W 148.11 ft., a post; S 71 deg. 17' 50" W x'04.8', rt. , ;1 14" fust Oak; d, j
75.26 ft., a 14" Post Oak; S 72 deg. 23' 30" W ;4.1'( rt. o 12" Post Uuk; a 7) :6! .H(1.
50" W 264./48 ft., a post; S 71 deg. 08' 50" 0 (.00.110 1't. , u 10" C,•,I„r; ;'• '! .i•",. !
73.77 ft., a 1Q Elm; S 66 deg. 41' 40" 11 25.00 1'L., ;, 1,,,” Pout 0;;''. I,•.i•1 111 r1 .h.IIIII •_
an iron stake; and S 54 deg. 09' W 67,19 ft. to a r,nwc conn:r
I" , 1 I. , 1 ,.. , utSd.
an iron. stake, marking the NW corner of Lot 06 o1' ::u16 'q `t; teta;] :;u1 i vis1 n
oorner hereof. n ilei
Thence proceeding along the West fence line of Lot. id; „ln,,l 05 1/
l ,,•, .,p ;,i1
follows:. S 17 deg. 16' 30" E 52.15 ft.,' u 14" Post Oak; L ;'O d4.1... 51 1,1."
14 Cedar; S 18 deg. 06' E 415.47 ft., u dead 10" Cedar:Lrunk; and c.10'0',0
415.65 ft. to an iron stoke found in the East fence line of thy., 1L.,v,•
Casey tract described in Vol, 100, page 99, and V;jl. 76, 1,;0..67
also' being the NE corner of that tract described. o ennt: iuinl} ,1,
Anaston hs Carr Survey in a deed from Perry 0. 1dayfield cL .u:: to Frr I
dated March 20,, 1978,: recorded in Vol. 7'1, page 24_;, 1).,,:d It2cu,,1:• .el
Texas; for the most Southerly SE corner l,reof.
•
r:tee
Exhibit F
Pnat• i; of (.