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R-05-06-23-14G2 - 6/23/2005RESOLUTION NO. R -05-06-23-14G2 WHEREAS, the City of Round Rock ("City") has previously entered into a Development Agreement ("Agreement") with NNP-Teravista, L.P. ("Developer") regarding the Teravista Project ("Project"), and WHEREAS, a portion of the Project has been acquired by ANC -Round Rock Assets II, L.P. ("ANC"), and WHEREAS, Developer and ANC have entered into a contract for the sale of a portion of the Project known as the Round Rock Premium Outlets Project and amended the Agreement by First Amendment to Development Agreement, and WHEREAS, Developer has entered into a contract to sell a portion of the project containing 18.077 ares of land to Scott & White Memorial Hospital and Scott, Sherwood and Brindley Foundation ("Scott & White"), and WHEREAS, the City and Developer now desire to amend the Agreement to reflect the sale to Scott & White, 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 Second Amendment to Development Agreement with NNP-Teravista, L.P., a copy of same being attached hereto as Exhibit 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 @PFDesktop\::ODMA/WORLDOX/O:/WDOX/RESOLUTI/R50623G2.WPD/sc upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 23rd day of June, 2005. AT RiJi) L, Mayor Cit of Round Rock, Texas CHRISTINE R. MARTINEZ, City Secretary 2 SECOND AMENDMENT TO DEVELOPMENT AGREEMENT This Second Amendment to Development Agreement (this "Second Amendment") is made to be effective the date set forth below by and between the CITY OF ROUND ROCK, a home -rule city in Williamson County, Texas (the "City") and NNP-TERAVISTA, LP, a Texas limited partnership ("Developer"). RECITALS: A. The City and Developer (then known as Newland -Round Rock Associates, L.P., its name having been changed to NNP-Teravista, LP as evidenced by change of name recorded under Document No. 199982273 in the Official Public Records of Williamson County, Texas) entered into a Development Agreement (the "Development Agreement") effective September 10, 1998, setting forth various agreements and understandings with respect to the development of approximately 1,181 acres of land located within the extraterritorial jurisdiction of the City as a master -planned, mixed use community to be known as "Stonewater" as more particularly described in the Development Agreement. B. A portion of the project to be developed as the "Business Park" under the Development Agreement was acquired by ANC -Round Rock Assets II, LP, a Texas limited partnership ("ANC"). C. Developer and ANC entered into a contract to sell a substantial portion of the "Business Park" area of the project, and the City, Developer and ANC amended the Development Agreement by First Amendment to Development Agreement (the "First Amendment") to delete the portion of the original project described in the First Amendment as the Round Rock Premium Outlet Project, which included all of the project owned by ANC, from the terms of the Development Agreement subject to certain conditions as set forth in the First Amendment. D. Developer has entered into a contract to sell a portion of the project containing 18.077 acres of land, more or less, to Scott & White Memorial Hospital and Scott, Sherwood and Brindley Foundation ("Scott & White"), which Scott & White intends to develop as a hospital and/or related health care facility (the "Hospital Project"). E. Subject to the approval of this Amendment, the 18.077 acre portion of the property comprising the Hospital Project may be annexed into the corporate limits of the City, and may be zoned as Public Facilities 3 "PF -3" under the City's zoning ordinances. In addition, various other agreements may be executed by the City and Scott & White providing for the development of the Hospital Project. u:\rahaywoo\Al7288.8\Second Amend Develop Agmt.SW.doc05/27/05 EXN-IbIT ``Pc'' 1 F. To allow for the development of the Hospital Project under the terms of the proposed agreements between the City and Scott & White in lieu of the provisions of the Development Agreement, the City and Developer (as the owner of all of the property remaining covered by the Development Agreement) desire to amend the Development Agreement subject to the effectiveness of the First Amendment upon the satisfaction of the Conditions to Effectiveness set forth in the First Amendment to remove the Hospital Project from the Development Agreement and to set forth certain other agreements and understandings between them. NOW, THEREFORE, in consideration of the premises set forth in the Recitals above, the mutual covenants and agreements of the parties as hereinafter set forth, the mutual benefits to be derived by the present and future residents of the City and Teravista, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and Developer hereby agree that effective only upon the First Amendment becoming effective satisfaction of all of the Conditions to Effectiveness as set forth in the First Amendment, the Development Agreement shall be further amended as follows: 1. The Development Agreement shall be amended to delete the land comprising the Hospital Project, being a total of 18.077 acres, comprised of two (2) tracts of land containing 17.514 acres and 0.563 acres, respectively, as more particularly described on Exhibit A-5 and Exhibit A-6 attached hereto, being the same tracts described in Exhibit A-5 and Exhibit A-6 attached to the First Amendment, from the "Land" covered by the Development Agreement. It is expressly agreed that the Development Agreement shall have no force or effect with respect to the Hospital Project; the terms and provisions of the Development Agreement shall no longer apply to the Hospital Project; the owner of the Hospital Project shall have no rights, duties, obligations, liability or interest under the Development Agreement; and Developer shall have no rights, duties, obligations, liability or interest with respect to the Hospital Project under the Development Agreement. The Development Agreement is hereby amended to provide that the definition of the "Land" and all references in the Development Agreement to the "Land" shall mean and refer to the 1,026.473 acres of land described on Exhibit A-1, Exhibit A-2, Exhibit A-3 and Exhibit A-4 attached to the First Amendment. 2. The master development plan for the Land attached hereto as Exhibit B shall be substituted in the place and stead of the Exhibit B originally attached to the First Amendment. The Development Agreement shall be amended to provide that the definition of the "Concept Plan" and all references in the Development Agreement to the "Concept Plan" shall mean and refer to the master development plan attached as Exhibit B to this Second Amendment, including specifically, but without limiting the generality of the foregoing, the provisions of Section 3.02. 3. The Development Agreement shall be amended to change the definition of "Teravista" to read as follows: Teravista: The 1,026.473 acre master -planned development that will be developed by Developer on the Land as reflected on the Concept Plan under the terms of this Agreement. 2 u:\rahaywoo\AI7288.8\Second Amend Develop Agmt.SW.doc05/27/05 4. Section 5.04 of the Development Agreement shall be amended to delete the Hospital Project from the Mixed -Use Tract so that all references to the "Mixed -Use Tract" shall mean and refer to the 21.82 acres, more or less, described on Exhibit A-3 attached to the First Amendment. 5. The Phasing Plan attached to the Development Agreement as Exhibit E shall be amended to delete the land comprising the Hospital Project as more particularly described in Attachment 1 attached hereto. 6. The Utility Plan attached to the Development Agreement as Exhibit H shall be amended to delete the land comprising the Hospital Project as more particularly described in Attachment 1 attached hereto. 7. Except as expressly amended and modified hereby, the Development Agreement, as amended by the First Amendment, shall continue in full force and effect in accordance with its original terms and provisions, which are hereby confirmed, ratified and approved. It is expressly understood and agreed that the foregoing amendments to the Development Agreement shall be effective and binding upon the City and the Developer if, and only if, all of the Conditions to Effectiveness as set forth in the First Amendment are satisfied in accordance with the terms of the First Amendment so that the terms and provisions of the First Amendment become effective to amend and modify the Development Agreement. If all such Conditions to Effectiveness are satisfied and the First Amendment becomes effective in accordance with the immediately preceding sentence, the amendments to the Development Agreement set forth in this Second Amendment shall become automatically and immediately effective, and the Development Agreement shall be amended as provided herein, without any further action by either party. If all such Conditions to Effectiveness are not satisfied as provided herein so that the First Amendment does not become effective on or before May 27, 2005, then the Development Agreement shall not be amended or modified as provided herein, and the Development Agreement shall continue in full force and effect in accordance with its original terms and provisions as if this Second Amendment had not been executed. This Second Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. Executed by the City and the Developer on the dates of their respective acknowledgements below. CITY: CITY OF ROUND ROCK By: Name: 3 u:\rahaywoo\A17288.8\Second Amend Develop Agmt.SW.doc05/27/05 Attest: Name: Title: Approved as to form: City Attorney Title: DEVELOPER: NNP-TERAVISTA, LP By: NNP -TV Communities, LP, a Texas limited partnership, General Partner By: NNP -TV Management, LLC, a Delaware limited liability company, Genera artner By: Name: Title: STATE OF TEXAS § COUNTY OF WILLIAMSON § This instrument was acknowledged before me on the day of , 2005, by , as of CITY OF ROUND ROCK, a home -rule city located in Williamson County, Texas, on behalf of said city.. Notary Public, State of Texas Print Name: STATE OF TEXAS COUNTY OF WILLIAMSON u:aywoo\A17288.8\Second Amend Develop Agmt.SW.doc05/27/05 4 This instrument was acknowledged before me on the 1 9- day of Ju VI& , 2005, _ by etffir s F . Vov tt1 , V CL LcAirtJ- of NNP -TV Management, LLC, a Delaware limited liability company, on behalf of said limited liability company as General Partner of NNP -TV Communities, LP, a Texas limited partnership, on behalf of said limited partnership as General Partner of NNP-TERAVISTA, LP, a Texas limited partnership, on behalf of said limited partnership. SUSAN M. STAWARSKI Notary Public, State of Texas My Commission Expires April 04, 2007 _CSL Notary Public, State of Texas Print Name: Su S Cl i/\ M.act vf. r i i uArahaywoo\A17288.8\Second Amend Develop Agmt.SW.doc05/27/05 5 LIST OF EXHIBITS Exhibit A - Sketch Depicting the Land Exhibit A-5 - Metes and Bounds description of 17.514 acre tract Exhibit A-6 - Metes and Bounds description of 0.563 acre tract Exhbit B Concept Plan u:\rahaywoo\Al7288.8\Second Amend Develop Agmt.SW.doc06/01/05 6 564308v1 5/31/2005 0 0 INGHOUSE ROAD 7 FM 0 SS \ tO ri o co o ! )\ \0 ¥d )§ _ 0re In \� \\ 00 0 _ qCO\ ai )\ WOLu \ O'-' r Cr oa EXHIBIT A-4 PRO.1. No: 1149-35.97 1.0 LID 0) to 0 17.514 ACRES TERAVISTA PARCEL SCOTT & WHITE DESCRIPTION FN NO. 04-551 (CAG) DECEMBER 17, 2004 BPI JOB NO. 1262-02.00 OF 17.514 ACRES OF LAND OUT OF THE EPHRAIM EVANS SURVEY, ABSTRACT NO. 212, SITUATED IN WILLIAMSON COUNTY, TEXAS BEING A PORTION OF THAT CERTAIN 107.44 ACRE TRACT OF LAND CONVEYED TO NNP-TERAVISTA LP BY DEED OF RECORD IN DOCUMENT NO. 2001001639 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS; SAID 17.514 ACRES OF LAND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: COMMENCING at a 1/2 inch iron rod found in the northerly right-of- way line of Chandler Road (R.O.W. varies), being the southeasterly corner of that certain 74.590 acre tract of land conveyed to Scott & White Memorial Hospital and Scott, Sherwood and Brindley Foundation by deed of record in Document No 9733254 of said Official Public Records, same being the southernmost southwesterly corner of said 107.44 acre tract; THENCE, N16°37'15"W, along the easterly line of said 74.590 acre tract, a distance of 1341.24 feet to a 1/2 inch iron rod found for the POINT OF BEGINNING, being the northeasterly corner of said 74.590 acre tract, same being an angle point in the westerly line of said 107.44 acre tract and a point in the southeasterly line hereof; THENCE, S69°15'57"W, along a portion of the northerly line of said 74.590 acre tract, being a portion of the southerly line of said 107.44 acre tract and the southerly line hereof, a distance of 1514.38 feet to a point in the curving easterly right-of-way line of Future Oakmont Drive (100' R.O.W.)for the point of curvature of a non -tangent curve to the right, being the southeasterly corner hereof, from which a 1/2 inch iron rod found in the northerly line of said 74.590 acre tract, being the southeasterly corner of that certain 132.28 acre tract of land conveyed to ANC -Round Rock Assets II, LP by deed of record in Document No. 2001001644 of said Official Public Records, same being an angle point in the westerly line of said 107.44 acre tract, bears S69°15'57"W, a distance of 61.11 feet; THENCE, leaving the northerly line of said 74.590 acre tract, along the easterly right-of-way line of Future Oakmont Drive, over and across said 107.44 acre tract, along the westerly line hereof, the following three (3) courses and distances: 1) Along said non -tangent curve to the right, having a radius of 2200.00 feet, a central angle of 12°56'48", an arc length of 497.11 feet, and a chord which bears N09°14'24"E, a distance of 496.05 feet the end of said curve; Development Agreement First Amendment Exhibit A-5 FN 04-551(CAG) NOVEMBER 4, 2004 PAGE 2 OF 2 2) N15°42'48"E, a distance of 138.11 feet to the point of curvature of a curve to the left; 3) Along said curve to the left, having a radius of 2300.00 feet, a central angle of 06°49'32", an arc length of 274.00 feet, and a chord which bears N12°18'02"E, a distance of 273.84 feet to a point for the northwesterly corner hereof; THENCE, leaving the easterly right-of-way line of Future Oakmont Drive, and continuing over and across said 107.44 acre tract, along the northerly and easterly lines hereof, the following two (2) courses and distances: 1) S81°00'20"E, a distance of 584.75 feet to an angle point; 2) N65°58'18"E, a distance of 497.55 feet to the northeasterly corner hereof, being in the westerly right-of-way line of Teravista Parkway (R.O.W. varies) as dedicated in Cabinet Z, Slides 249-253 of the Plat Records of Williamson County, Texas; THENCE, along the westerly right-of-way line of Teravista Drive, being the easterly line hereof, the following three (3) courses and distances: 1) 818°53'26"E, a distance of 74.12 feet to the beginning of a curve to the left; 2) Along said curve to the feet, a central angle of feet, and a chord which 387.12 feet to the end of left, having a radius of 1537.00 14°28'10", an arc length of 388.15 bears S26°07'31"E, a distance of said curve; S32°29'53"E, a distance of 50.56 feet to the southeasterly corner of the herein described tract; THENCE, S69°15'57"W, leaving the westerly right-of-way line Teravista Parkway, a distance of 13.59 feet to the POINT BEGINNING containing an area of 17.514 acres (762,899 sq. ft.) land, more or less, within these metes and bounds. of OF of BEARING BASIS: REFERENCED TO THE TEXAS STATE PLANE COORDINATE SYSTEM, CENTRAL ZONE BASED ON PUBLISHED NAD 83/93 HARN VALUES FOR THE CITY OF GEORGETOWN MONUMENTATION NETWORK. BURY E. PARTNERS, INC. ENGINEERS -SURVEYORS 3345 BEE CAVES ROAD, SUITE 200 AUSTIN, TEXAS 78746 200 400 60 1 "=400' LEGEND \ N 0th" TERAVISTA SECTION 27 CABINET Z, SLIDES 1 254-255 • 1/2" IRON ROM F0UN0 (UNLESS NOTED) O CALCULATED PINT / P.O.B. POINT OF BEGINNING / P.O.C. POINT OF COMM ENCEMO T LINE TABLE No. 8eorinq Distance L1 N15`42 48"E 131.11' L2 581'00'20"E 584.75' L3 N65'58'18"E 497.55' L4 S18'53'26"E 74,2' L5 S32'29'53"E 50.56' Lb 569'15'57"W 13.53' L7 S6915'57"W 61,1,'9' 1 32.28 AC. ANC—ROUND ROCK ASSETS 11, LP DOC.. NO. 200 11001 644 OILLIAMSON COUNTY CITY OF ROUND ROCK LOT 1, BLOCK FIRST LIMITED ADDITION CAS. 0, SLD, 22-23 TO 1. N. 35 DEEDLIN£ TERAVISTA " d,�' SECTION 26 \ CABINET Z, SLIDES "3 249-253 107.44 AC. / / NNP—TERAVISTA LP / DOC. NO. 2001001 639 WEST LINE $ILLIAMSON COUNTY MUD 1O-- 44 I( 1{ 1 1 1z,1 3 0 w 1 S691 5'57"W 1514.38' CABINET Z, SLIDES 249-253 CITY OF ROUND ROCK MCNEIL CONSUMER PRODUCTS CO. VOL. 657. PG. 65i /�, A LOT 1,, 1 OAKMON% CENTRE: SEC. 2 CITY 11VIT LINE P.O.B. WEST LINE WILL/AMSON COUNTY MUD W 74.590 ACRES SCOTT & WHITE MEMORIAL HOSPITAL AND SCOTT, SHERWOOD AND BRINDLEY FOUNDATION DOC. NO. 9733254 '��N\O =\1 �O to 7 55� "r� P.O.C. CHANDLER ROAD CURVE TABLE Del Radius Arc Len th Chord Len h C 2'56'4 2200.00 497.1 4 6.05 Chord Beoring N09'14'24"E C2 06'49'32" 2300.00 274.00 273.84 N12'1802"E C3 4'28'10' 1537.00 388.15 3 7.12 S26'07'31 "E Bury+Partft-ers i:NGIN!FRING SOLttxXiONS 9345 Bee Caves Road. Suite 208. Austin, Texas 78748 Tel. (612)828-8811 Fax (512)928w.8325 Buo4Faraen. Iuo. eCnpyrisht 20384 SKETCH TO ACCOMPANY DESCRIPTION OF 17.514 ACRES OF LAND OUT OF THE EPHRAIM EVANS SURVEY. ABSTRACT NO. 212 IN WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF THAT CERTAIN 107.44 ACRE TRACT OF LAND CONVEYED TO NNP-TERRAVISTA LP OF RECORD IN DOCUMENT NO. 2001001639 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY. TEXAS SCOTT & WHITE TERAVISTA PARCEL DATE: 11/04/05 FILE: H:\12152\02\t 202EX4.DWG IFN No.: FN04-432(CAG) DRAWN BY: CAC PROJ. No: 392-37 0.563 ACRES COM 1 TRACT NNP-TERAVISTA DESCRIPTION FN. NO. 05-039(CAG) JANUARY 21, 2005 BPI JOB NO. 1149-25.97 OF A 0.563 ACRE TRACT OF LAND OUT OF THE EPHRAIM EVANS SURVEY, ABSTRACT NO. 212, SITUATED IN WILLIAMSON COUNTY, TEXAS BEING A PORTION OF THAT CERTAIN 107.44 ACRE TRACT OF LAND CONVEYED TO NNP-TERAVISTA, LP BY DEED OF RECORD IN DOCUMENT NO. 2001001639 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS; SAID 0.563 ACRES BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING, at a 1/2 inch iron rod found for an angle point in the westerly line of said 107.44 acre tract, being the northeasterly corner of that. certain 74.590 acre tract of land conveyed to Scott & White Memorial Hospital and Scott, Sherwood and Brindley Foundation by deed of record in Document No. 9733254 of said Official Public Records and the northwesterly corner hereof; THENCE, N69°15'57"E, over and across said 107.44 acre tract, along the northerly line hereof, a distance of 13.59 feet to a 1/2 inch iron rod with cap set in the westerly right-of-way line of Teravista Parkway, a varying width right-of-way dedicated by the plat of record in Cabinet Z, Slides 249-253 of the Plat Records of Williamson County, Texas; THENCE, along the westerly right-of-way line of Teravista Parkway, being the easterly line hereof, the following two (2) courses and distances: 1) S32°29'53"E, a distance of 138.21 feet to a 1/2 inch iron rod with cap set at the beginning of a curve to the left; 2) Along said curve to the left having a radius of 667.00 feet, a central angle of 15°56'02", an arc length of 185.49 feet, and a chord which bears S40°22'17"E, a distance of 184.89 feet t� a 1/2 inch iron rod with cap set for the southeasterly corner hereof; THENCE, S36°04'09"W, leaving the westerly right-of-way line of Teravista Parkway, over and across said 107.44 acre tract along the southerly line hereof, a distance of 158.09 feet to a 1/2 inch iron rod with cap set for the southwesterly corner hereof, being in the easterly line of said 74.590 acre tract and the westerly line of said 107.44 acre tract; Development Agreement First Amendment Exhibit A-6 FN 05-039(CAG) JANUARY 21, 2005 PAGE 2 of 2 THENCE, N16°38'04"W, along a portion of the easterly line of said 74.590 acre tract, being a portion of the westerly line of said 107.44 acre tract and the westerly line hereof, a distance of 397.02 feet to the POINT OF BEGINNING, containing an area of 0.563 acres (24,523 sq. ft.) of land, more or less, within these metes and bounds. BEARING BASIS: REFERENCED TO THE TEXAS STATE PLANE COORDINATE SYSTEM, CENTRAL ZONE BASED ON PUBLISHED NAD 83/93 HARN VALUES FOR THE CITY OF GEORGETOWN MONUMENTATION NETWORK. BURY+PARTNERS, INC. ENGINEERS -SURVEYORS JOHN 3345 BEE CAVE ROAD NO. 998 SUITE 200 STA OF TEXAS AUSTIN, TEXAS 78746 I1)5' ILNOSKI, R.P.L.S. REMAINDER OF 107.44 ACRES NNP—TERAVISTA LP DOC. NO. 2001001639 P.O.B. L1 0 50 100 150 200 1"=100' 74.590 ACRES SCOTT & WHITE MEMORIAL HOSPITAL AND SCOTT, SHERWOOD AND BRINDLEY FOUNDATION DOC. NO. 9733254 REMAINDER OF 107.44 ACRES NNP—TE R...V15TA L ;1 DOC. NO. I 2001001639 I z J APPROXIMATE SURVEY LINE IREMAINDER OF 895.35 ACRES NEWLAND—ROUND ROCK ASSOCIATES DOC. NO. 4 9801 109 0 JC?NN T. *QV 0114<w<fa J LINE TAB No. 8earin9 Distance L1 N69'15 57"E 13,59' L2 S32'29'53"E 138.21' L3 S36'04'09"W 158.09' REMAINDER OF 107.4 , ACRES NNP—TERAVISTA F DOC. NO. 200100 9 639 No, Delta Radius Arc Length Chord Length Chord Seorina Cl 15'56'02" 667.00 185.49 184.89 540'22'17"E Bury+Partners ENGINEERING SOLUTIONS 3345 Bee Caves Road. Suite 200 Austin. Tenex 78749 7e1. (512)328-0011 Fax (512)328-0325 Burytparinere, 1nc.®Copyright 2005 SKETCH TO ACCOMPANY DESCRIPTION OF 0.563 ACRES OF LAND OUT OF THE EPHRAIM EVANS SURVEY, ABSTRACT NO. 212. SITUATED IN WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF THAT CERTAIN 107.44 ACRE TRACT CONVEYED TO NNP—TERVISTA LP BY DEED OF RECORD IN DOCUMENT NO. 2001001639 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY. TEXAS NEWLAND COMMUNITIES DATE: 1/21/05 FILE: H: \1149\25\114925EX53,dwg (FN No.: 05-039(CAG)I DRAWN BY: CAG PROJ. No: 1149-25 DOD h 0 i V P%oeesuuns DATE: June 16, 2005 SUBJECT: City Council Meeting - June 23, 2005 ITEM: 14.G.2. Consider a resolution authorizing the Mayor to execute a Second Amendment to the Development Agreement with NNP-Teravista, L.P. and ANC -Round Rock Assets II, L.P. Department: Planning and Community Development Staff Person: Jim Stendebach, Planning Director Justification: This agreement will modify the existing development agreement to reflect changes required due to the sale of 18.077 acres to Scott & White Memorial Hospital and Scott, Sherwood and Brindley Foundation (Scott & White). Funding: Cost: N/A Source of funds: N/A Outside Resources: Jim Powell Background Information: The original development agreements between the City and NNP-Teravista, LP requires modification to permit the proposed hospital, medical complex and related uses on the 18.077 - acre site being sold to Scott & White. Public Comment: None required SECOND AMENDMENT TO DEVELOPMENT AGREEMENT This Second Amendment to Development Agreement (this "Second Amendment") is made to be effective the date set forth below by and between the CITY OF ROUND ROCK, a home -rule city in Williamson County, Texas (the "City") and NNP-TERAVISTA, LP, a Texas limited partnership ("Developer"). RECITALS: A. The City and Developer (then known as Newland -Round Rock Associates, L.P., its name having been changed to NNP-Teravista, LP as evidenced by change of name recorded under Document No. 199982273 in the Official Public Records of Williamson County, Texas) entered into a Development Agreement (the "Development Agreement") effective September 10, 1998, setting forth various agreements and understandings with respect to the development of approximately 1,181 acres of land located within the extraterritorial jurisdiction of the City as a master -planned, mixed use community to be known as "Stonewater" as more particularly described in the Development Agreement. B. A portion of the project to be developed as the "Business Park" under the Development Agreement was acquired by ANC -Round Rock Assets II, LP, a Texas limited partnership ("ANC"). C. Developer and ANC entered into a contract to sell a substantial portion of the "Business Park" area of the project, and the City, Developer and ANC amended the Development Agreement by First Amendment to Development Agreement (the "First Amendment") to delete the portion of the original project described in the First Amendment as the Round Rock Premium Outlet Project, which included all of the project owned by ANC, from the terms of the Development Agreement subject to certain conditions as set forth in the First Amendment. D. Developer has entered into a contract to sell a portion of the project containing 18.077 acres of land, more or less, to Scott & White Memorial Hospital and Scott, Sherwood and Brindley Foundation ("Scott & White"), which Scott & White intends to develop as a hospital and/or related health care facility (the "Hospital Project"). E. Subject to the approval of this Amendment, the 18.077 acre portion of the property comprising the Hospital Project may be annexed into the corporate limits of the City, and may be zoned as Public Facilities 3 "PF -3" under the City's zoning ordinances. In addition, various other agreements may be executed by the City and Scott & White providing for the development of the Hospital Project. R e 5—©0-a3- iy&� u:\rahaywoo\A17288.8\Second Amend Develop Agmt.SW.doc05/27/05 1 F. To allow for the development of the Hospital Project under the terms of the proposed agreements between the City and Scott & White in lieu of the provisions of the Development Agreement, the City and Developer (as the owner of all of the property remaining covered by the Development Agreement) desire to amend the Development Agreement subject to the effectiveness of the First Amendment upon the satisfaction of the Conditions to Effectiveness set forth in the First Amendment to remove the Hospital Project from the Development Agreement and to set forth certain other agreements and understandings between them. NOW, THEREFORE, in consideration of the premises set forth in the Recitals above, the mutual covenants and agreements of the parties as hereinafter set forth, the mutual benefits to be derived by the present and future residents of the City and Teravista, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and Developer hereby agree that effective only upon the First Amendment becoming effective satisfaction of all of the Conditions to Effectiveness as set forth in the First Amendment, the Development Agreement shall be further amended as follows: 1. The Development Agreement shall be amended to delete the land comprising the Hospital Project, being a total of 18.077 acres, comprised of two (2) tracts of land containing 17.514 acres and 0.563 acres, respectively, as more particularly described on Exhibit A-5 and Exhibit A-6 attached hereto, being the same tracts described in Exhibit A-5 and Exhibit A-6 attached to the First Amendment, from the "Land" covered by the Development Agreement. It is expressly agreed that the Development Agreement shall have no force or effect with respect to the Hospital Project; the terms and provisions of the Development Agreement shall no longer apply to the Hospital Project; the owner of the Hospital Project shall have no rights, duties, obligations, liability or interest under the Development Agreement; and Developer shall have no rights, duties, obligations, liability or interest with respect to the Hospital Project under the Development Agreement. The Development Agreement is hereby amended to provide that the definition of the "Land" and all references in the Development Agreement to the "Land" shall mean and refer to the 1,026.473 acres of land described on Exhibit A-1, Exhibit A-2, Exhibit A-3 and Exhibit A-4 attached to the First Amendment. 2. The master development plan for the Land attached hereto as Exhibit B shall be substituted in the place and stead of the Exhibit B originally attached to the First Amendment. The Development Agreement shall be amended to provide that the definition of the "Concept Plan" and all references in the Development Agreement to the "Concept Plan" shall mean and refer to the master development plan attached as Exhibit B to this Second Amendment, including specifically, but without limiting the generality of the foregoing, the provisions of Section 3.02. 3. The Development Agreement shall be amended to change the definition of "Teravista" to read as follows: Teravista: The 1,026.473 acre master -planned development that will be developed by Developer on the Land as reflected on the Concept Plan under the terms of this Agreement. 2 u:\rahaywoo\A17288.8\Second Amend Develop Agmt.SW.doc05/27/05 4. Section 5.04 of the Development Agreement shall be amended to delete the Hospital Project from the Mixed -Use Tract so that all references to the "Mixed -Use Tract" shall mean and refer to the 21.82 acres, more or less, described on Exhibit A-3 attached to the First Amendment. 5. The Phasing Plan attached to the Development Agreement as Exhibit E shall be amended to delete the land comprising the Hospital Project as more particularly described in Attachment 1 attached hereto. 6. The Utility Plan attached to the Development Agreement as Exhibit H shall be amended to delete the land comprising the Hospital Project as more particularly described in Attachment 1 attached hereto. 7. Except as expressly amended and modified hereby, the Development Agreement, as amended by the First Amendment, shall continue in full force and effect in accordance with its original terms and provisions, which are hereby confirmed, ratified and approved. It is expressly understood and agreed that the foregoing amendments to the Development Agreement shall be effective and binding upon the City and the Developer if, and only if, all of the Conditions to Effectiveness as set forth in the First Amendment are satisfied in accordance with the terms of the First Amendment so that the terms and provisions of the First Amendment become effective to amend and modify the Development Agreement. If all such Conditions to Effectiveness are satisfied and the First Amendment becomes effective in accordance with the immediately preceding sentence, the amendments to the Development Agreement set forth in this Second Amendment shall become automatically and immediately effective, and the Development Agreement shall be amended as provided herein, without any further action by either party. If all such Conditions to Effectiveness are not satisfied as provided herein so that the First Amendment does not become effective on or before May 27, 2005, then the Development Agreement shall not be amended or modified as provided herein, and the Development Agreement shall continue in full force and effect in accordance with its original terms and provisions as if this Second Amendment had not been executed. This Second Amendment may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument. Executed by the City and the Developer on the dates of their respective acknowledgements below. CITY: CITY OF ROUND ROCK By: N u:\rahaywoo\A17288.8\Second Amend Develop Agmt.SW.doc05/27/05 N E /711 XWe LL. 3 Attest: aLothizt >R. Li`l Title: [fl/? \ OR. ' Name: r/4 /5T/AJE R fiv,eT1 e Z Title: C/TV .5e E5%/4/ey STATE OF TEXAS COUNTY OF WILLIAMSON DEVELOPER: NNP-TERAVISTA, LP By: NNP -TV Communities, LP, a Texas limited partnership, General Partner By: NNP -TV Management, LLC, a Delaware limited liability company, Gene - Partner By: Name: Title: by 1T s instrument was acknowledged before me on the c3 day of 'Jur) , 2005, � MAK IN fit, as of CITY OF ROUND ROCK, a h me -rule city located in Williamson County, Te s, on behalf of said city.. SHERRI iMONROE Notary Public, State of Texas My Commission Expires MAY 7, 2007 STATE OF TEXAS COUNTY OF WILLIAMSON Notary Public, State of Texas Print Name: Ch n m0vi root 4 u:\rahaywooAA17288.8\Second Amend Develop Agmt.SW.doc05/27/05 This instrument was acknowledged before me on the day of a j bine. , 2005, by Jotenn E , 7o i , tf t (e. PreSaallf of NNP -TV Management, LLC, a Delaware limited liability company, on behalf of said limited liability company as General Partner of NNP -TV Communities, LP, a Texas limited partnership, on behalf of said limited partnership as General Partner of NNP-TERAVISTA, LP, a Texas limited partnership, on behalf of said limited partnership. i ���..^.'4,..„ SUSAN M. STAWARSKI 1.. '�' ��` = Notary Public, State of Texas ;M. My Commission Expires %:;,°,;,`,Er April 04, 2007 Notary Public State of TeTats Print Name: Ll SCLb`t kit E ;AJCV'3k u:lrahaywoo1A17288.81Second Amend Develop Agmt.SW.doc05/27/05 5 LIST OF EXHIBITS Exhibit A - Sketch Depicting the Land Exhibit A-5 - Metes and Bounds description of 17.514 acre tract Exhibit A-6 - Metes and Bounds description of 0.563 acre tract Exhbit B Concept Plan u:\rahaywoo\A17288.8\Second Amend Develop Agmt.SW.doc06/01/05 6 564308v1 5/31/2005 0 75( SCA CHA v GEOR�rODAD LAP DOC. NO, MIDWAY BUSINESS -34 ACRES CABINET S,ERAVISTA, LY. SLIDES 208-20 ' 2001001539 1.379 AC. / 1 HDF INVESTMENTS, LTD. DOC. NO. 2002044237 / I f P.O.B. MUD NO. 11 H ATTACHP 4 TRACT ' O 54.492 F 2 -- = Z C? ATTACHMENT Z TRACT ONE 87193 ACRES %/ I/ o.. 1ScTT 1, ME ORIIAL flk ROAD LOT 1, BLOCK A FIRST LIMITED ADDITION CAB. 0, SLD. 22-23 -n 0 FN No.04-432 (MM) -17.514 AC. ury+Partners FN No.05-009 (MM) -500.314 ACS I NEERING SOLUTIONS FN No.05-010 (MM) -497.792 AC Bee Caves Road, Suite 200 FN No.05-039 (CAG) -0.563 AC. in, Texas 78746 DATE: 01/05/05 I FILE: H: \1149.(512)328-0011 Fax (512)328-0325 +partners, Inc. ©Copyright 2005 17.514 ACRES TERAVISTA PARCEL SCOTT & WHITE DESCRIPTION FN NO. 04-551 (CAG) DECEMBER 17, 2004 BPI JOB NO. 1262-02.00 OF 17.514 ACRES OF LAND OUT OF THE EPHRAIM EVANS SURVEY, ABSTRACT NO. 212, SITUATED IN WILLIAMSON COUNTY, TEXAS BEING A PORTION OF THAT CERTAIN 107.44 ACRE TRACT OF LAND CONVEYED TO NNP-TERAVISTA LP BY DEED OF RECORD IN DOCUMENT NO. 2001001639 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS; SAID 17.514 ACRES OF LAND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: COMMENCING at a 1/2 inch iron rod found in the northerly right-of- way line of Chandler Road (R.O.W. varies), being the southeasterly corner of that certain 74.590 acre tract of land conveyed to Scott & White Memorial Hospital and Scott, Sherwood and Brindley Foundation by deed of record in Document No 9733254 of said Official Public Records, same being the southernmost southwesterly corner of said 107.44 acre tract; THENCE, N16°37'15"W, along the easterly line of said 74.590 acre tract, a distance of 1341.24 feet to a 1/2 inch iron rod found for the POINT OF BEGINNING, being the northeasterly corner of said 74.590 acre tract, same being an angle point in the westerly line of said 107.44 acre tract and a point in the southeasterly line hereof; THENCE, S69°15'57"W, along a portion of the northerly line of said 74.590 acre tract, being a portion of the southerly line of said 107.44 acre tract and the southerly line hereof, a distance of 1514.38 feet to a point in the curving easterly right-of-way line of Future Oakmont Drive (100' R.O.W.)for the point of curvature of a non -tangent curve to the right, being the southeasterly corner hereof, from which a 1/2 inch iron rod found in the northerly line of said 74.590 acre tract, being the southeasterly corner of that certain 132.28 acre tract of land conveyed to ANC -Round Rock Assets II, LP by deed of record in Document No. 2001001644 of said Official Public Records, same being an angle point in the westerly line of said 107.44 acre tract, bears S69°15'57"W, a distance of 61.11 feet; THENCE, leaving the northerly line of said 74.590 acre tract, along the easterly right-of-way line of Future Oakmont Drive, over and across said 107.44 acre tract, along the westerly line hereof, the following three (3) courses and distances: 1) Along said non -tangent curve to the right, having a radius of 2200.00 feet, a central angle of 12°56'48", an arc length of 497.11 feet, and a chord which bears N09°14'24"E, a distance of 496.05 feet the end of said curve; Development Agreement First Amendment Exhibit A-5 FN 04-551(CAG) NOVEMBER 4, 2004 PAGE 2 OF 2 2) N15°42'48"E, a distance of 138.11 feet to the point of curvature of a curve to the left; 3) Along said curve to the left, having a radius of 2300.00 feet, a central angle of 06°49'32", an arc length of 274.00 feet, and a chord which bears N12°18'02"E, a distance of 273.84 feet to a point for the northwesterly corner hereof; THENCE, leaving the easterly right-of-way line of Future Oakmont Drive, and continuing over and across said 107.44 acre tract, along the northerly and easterly lines hereof, the following two (2) courses and distances: 1) S81°00'20"E, a distance of 584.75 feet to an angle point; 2) N65°58'18"E, a distance of 497.55 feet to the northeasterly corner hereof, being in the westerly right-of-way line of Teravista Parkway (R.O.W. varies) as dedicated in Cabinet Z, Slides 249-253 of the Plat Records of Williamson County, Texas; THENCE, along the westerly right-of-way line of Teravista Drive, being the easterly line hereof, the following three (3) courses and distances: 1) 518°53'26"E, a distance of 74.12 feet to the beginning of a curve to the left; 2) Along said curve to the left, having a radius of 1537.00 feet, a central angle of 14°28'10", an arc length of 388.15 feet, and a chord which bears S26°07'31"E, a distance of 387.12 feet to the end of said curve; 3) S32°29'53"E, a distance of 50.56 feet to the southeasterly corner of the herein described tract; THENCE, S69°15'57"W, leaving the westerly right-of-way line of Teravista Parkway, a distance of 13.59 feet to the POINT OF BEGINNING containing an area of 17.514 acres (762,899 sq. ft.) of land, more or less, within these metes and bounds. BEARING BASIS: REFERENCED TO THE TEXAS STATE PLANE COORDINATE SYSTEM, CENTRAL ZONE BASED ON PUBLISHED NAD 83/93 HARN VALUES FOR THE CITY OF GEORGETOWN MONUMENTATION NETWORK. BURY & PARTNERS, INC. ENGINEERS -SURVEYORS 3345 BEE CAVES ROAD, SUITE 200 AUSTIN, TEXAS 78746 200 400 600 1"=400' LEGEND \ N 00 TERAVISTA SECTION 27 CABINET Z, SLIDES / 254-256 • 1/2" IRON ROD FOUND (UNLESS NOTED) / O CALCULATED POINT P.O.B. POINT OF BEGINNING / P.Q.C. POINT OF COMMENCEMENT DEED LINE l LINE TABLE No. Bearing Distance L1 N 15'42'48"E 138.11' L2 S8T'0D'20"E 584.75' L3 N65'58'18"E 497.55' L4 S18'53'26"E 74,12' L5 532'29'53"E 50.56' L6. S69'15'57"W 1.3.59' L7 S69'15'57"W 61,11' 1 32.28 AC. ANC—ROUND ROCK ASSETS 11, LP DOC. NO. 200 100 1 644 WILLIAMSON COUNTY C/TY OF ROUND ROCK j / 1 / / ./ / / cY/1.7 !/o / /krl LOT 1 , BLOCK A /,&' / FIRST LIMITED ADDITION 1 o CAB. 0, SLD. 111 22-23 1° 1w1 I I I I I I I I i' +/ TERAVISTA ��' SECTION 25 \ BINET Z, SLIDES 249-253 / 107.44 AC. / / NNP—TERAVISTA LP / / DOC. NO. 2001001639 / WEST LINE WILLIAMSON ^7+ COUNTY MUD L3 20' LANDSCAPE --I RESERVE LLIAMSON COUNTY S69'15'57"W 1514.38' CITY Or ROUND ROCK ro /.H. 35 MCNEIL CONSUMER LOT 1 PRODUCTS CO. OAKMONT VOL. 657, PG. 659 CENTRE SEC. 2 CITY LIMIT LINE 74.590 ACRES SCO-rr & WHITE MEMORIAL HOSPITAL AND SCOTT, SHERWOOD AND BRINDLEY FOUNDATION DOC. NO. 9733254 P.O.B. WEST LINE WILLIAMSON COUNTY MUD 10 CHANDLER ROAD P.O.C. Wl CABINET 2, LPI SLIDES 249-253 Lbi \ No. De Radius Arc Len h hard Lenoth Chord Bear' 12'56'4 2200,00 497.1 4, .05 N09'14'24"E 2 06'49'32" 2300.00 274.00 27 84 C3 14'28'10" 1537.00 388.15 387.12 Ni218'02"E S26'07`31 "E a Bury+Partners ENGINEERING SOLUTIONS 3945 Bee Caves Road, Suite 200 Austin, Texas 75748 Tel. (512)928-0010 Fax (512)328-0925 Bury+partners, Inc. 47Copyriihl 2004 SKETCH TO ACCOMPANY DESCRIPTION OF 17.514 ACRES OF LAND OUT OF THE EPHRAIM EVANS SURVEY, ABSTRACT NO. 212 IN WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF THAT CERTAIN 107.44 ACRE TRACT OF LAND CONVEYED TO NNP-TERRAVISTA LP OF RECORD IN DOCUMENT NO. 2001001639 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS SCOTT & WHITE TERAVISTA PARCEL DATE: 11/04/05 J FILE: H: \1262\02\126202EX4.DWG [FN No.: FN04-432(CAG) J DRAWN BY: CAG PROJ. No: 392-37 0.563 ACRES COM 1 TRACT NNP-TERAVISTA DESCRIPTION FN. NO. 05-039(CAG) JANUARY 21, 2005 BPI JOB NO. 1149-25.97 OF A 0.563 ACRE TRACT OF LAND OUT OF THE EPHRAIM EVANS SURVEY, ABSTRACT NO. 212, SITUATED IN WILLIAMSON COUNTY, TEXAS BEING A PORTION OF THAT CERTAIN 107.44 ACRE TRACT OF LAND CONVEYED TO NNP-TERAVISTA, LP BY DEED OF RECORD IN DOCUMENT NO. 2001001639 OF THE OFFICIAL PtLIC RECORDS OF WILLIAMSON COUNTY, TEXAS; SAID 0.563 ACRES BEINv MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS BEGINNING, at a 112 inch iron rod found for an angle point in the westerly live of said 107.44 acre tract, being the northeasterly corner of that certain 74.590 acre tract of land conveyed to Scott & White Memorial Hospital and Scott, Sherwood and Brindley Fomndation by deed of record in Document No. 9733254 of said Official Public Records and the northwesterly corner hereof; THENCE, N69°15'5747E, over and across said 107.44 acre tract, along the northerly line hereof, a distance of 13.59 feet to a 1/2 inch iron rod with cap set in the westerly right-of-way line of Teravista Parkway, a varying width right-of-way dedicated by the plat of record in Cabinet Z, Slides 249-253 of the Plat Records of Williamson County, Texas; THENCE, along the westerly right-of-way line of Teravista Parkway, being the easterly line hereof, the following two (2) courses and distances: 1) S32°29'53"E, a distance of 138.21 feet to a 1/2 inch iron rod with cap set at the beginning of a curve to the left; 2) Along said curve to the left having a radius of 667.00 feet, a central angle of 15°56'02", an arc length of 185.49 feet, and a chord which bears S40°22'17"E, a distance of 184.89 feet to a 1/2 inch iron rod with cap set for the southeasterly corner hereof; THENCE, S36°04'09'W, leaving the westerly right-of-way line of Teravista Parkway„ over and across said 107.44 acre tract along the southerly lime hereof, a distance of 158.09 feet to a 1/2 inch iron rod with cap set for the southwesterly corner hereof, being in the easterly line of said 74.590 acre tract and the westerly line of said 107.44 acre tract; Development Agreement First Amendment Exhibit A-6 FN 05-039(CAG) JANUARY 21, 2005 PAGE 2 of 2 THENCE, N16°38'04"W, along a portion of the easterly line of said 74.590 acre tract, being a portion of the westerly line of said 107.44 acre tract and the westerly line hereof, a distance of 397.02 feet to the POINT OF BEGINNING, containing an area of 0.563 acres (24,523 sq. ft.) of land, more or less, within these metes and bounds. BEARING BASIS: REFERENCED TO THE TEXAS STATE PLANE COORDINATE SYSTEM, CENTRAL ZONE BASED ON PUBLISHED NAD 83/93 HARN VALUES FOR THE CITY OF GEORGETOWN MONUMENTATION NETWORK. BURY+PARTNERS, INC. ENGINEERS -SURVEYORS 3345 BEE CAVE ROAD SUITE 200 AUSTIN, TEXAS 78746 JOHN . BILNOSK NO. '998 STAT OF TEXAS REMAINDER OF 107.44 ACRES NNP—TERAVISTA LP DOC, NO. 2001001639 REMAINDER OF 107.44 ACRES NNP—TERAVISTA LA DOC. NO. 2001001639 50 100 150 200 11=100' 74.590 ACRES SCOTT & WHITE MEMORIAL HOSPITAL AND SCOTT, SHE RWOOD AND 3RINDLEY FOUNDATION DOC. NO. 9733254 0 0) t) 0 co (O z PROXIMATE SURVEY LINE REMAINDER 07 395.35 ACRES NEWLAND—ROUND ROCK ASSOCIATES DOC. NO. `>>� 9801109 C E TABLE No. 8eoring Distance L1 N6915 57"E 13.59' L2 S32'29'53"E 138.21' L3 536'04'09"W 158.09' REMAINDER OF 107.4 NNP—TERAVISTA DOC. NO. 200100 CURVE TABLE ACRES P 9 No. Delta Radius Arc Lenoth Chord Lenoth Chord Bearing C1 15'56'02" 667.00 185.49 184.89 540'22'17"E F 4.0 Q b Bury+Partners ENGINEERING SOLUTIONS 3345 Bee Caves Rued, Suite 200 Austin, Tem 70746 Tel. (512)020-0011 Fax (512)520-0325 Bury+Partnere, Inc. e'CopyrIght 2005 SKETCH TO ACCOMPANY DESCRIPTION OF 0.563 ACRES OF LAND OUT OF THE EPHRAIM EVADES SURVEY, ABSTRACT NO, 212, SITUATED IN WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF THAT CERTAIN 107.44 ACRE TRACT CONVEYED TO NNP—TERVISTA LP BY DEED OF RECORD IN DOCUMENT NO. 2 001 0016 39 OF THE OFFICIAL PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS NEWLAND COMMUNITIES DATE: 1/21/05 FILE: H: \1149\25\114925EX53. dwg FN No.: 05-039(CAG DRAWN BY: CAG PROJ. No: 1149-25 co 7 m ' I a �1 SID 3 C7 0 c°k' m s i I�ny t��� ��• m nne •m 4 £ . m'a e p m o 3 i m'na '51 \�N m m o • I 1 SunriseJRoadi_ ,00017:„ C :37VOS ,000Z„ l =37VOS dVAI AiINIDIA PROPERTY IDENTIFICATION MAP 1 u ti n m O O G _ J o � I o •m o coo IIEl Ell� m - ADJOINING PROPERTY OWNERS NC7 z a ET, OI T 9 J» 1FM 1460 0