Contract - Avery Centre DevCo, Inc. - 3/12/2015 COST PARTICIPATION AGREEMENT
THE STATE OF TEXAS §
§ KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
THIS COST PARTICIPATION AGREEMENT ("Agreement") is entered into between the
City of Round Rock, Texas, a Texas home-rule city ("City"); and Avery Centre DevCo, Inc.,
a Texas corporation, ("Developer"). In this Agreement, Round Rock, and Developer are
sometimes individually referred to as Party and collectively referred to as Parties.
RECITALS
WHEREAS, Developer owns or otherwise controls approximately 346.53 acres of land,
as shown on Exhibit "A", (the "Properties") attached hereto and incorporated herein; and
WHEREAS, City and Developer have previously entered into an agreement wherein
Developer and others shared the responsibility to construct a 16 and 12 inch waterline (the
"Waterline") within the future right-of-way of Seton Parkway, said right-of-way being depicted
on Exhibit "B', attached hereto and incorporated herein; and
WHEREAS, City is in process of constructing the extension of Seton Parkway; and
WHEREAS, Developer and City agree that it will be cost-effective to construct the
Waterline simultaneously with the construction of Seton Parkway; and
WHEREAS, Developer agrees to pay to the City the sum of $100,000.00 (the "Credit
Amount") on or before 45 days after the date of this Agreement as a partial payment of the cost
of the design and construction of the Waterline, with Developer paying the balance of said
Waterline design and construction costs as stipulated herein; and
WHEREAS, both parties wish to memorialize their respective duties and obligations
with respect to the Project;
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
promises and agreements of the Parties contained in this Agreement, the Parties agree as follows:
00329734.DOCS
I.
TERMS
A. City Participation. City agrees to cause the design and construction of the Waterline
within the proposed Seton Parkway right-of-way at the location shown in Exhibit B. The
Waterline shall be constructed concurrently with the construction of the proposed Seton Parkway
and shall run from Avery-Nelson Boulevard north to the existing City waterline currently located
within Seton Parkway. If City fails to construct the Waterline within one year after the execution
of this Agreement by the City, the City will promptly pay the full Credit amount, and any
additional amounts paid to the City by the Developer under the terms of this Agreement, to
Developer and the Developer shall have the right and the continuing obligation to construct the
Waterline within the Seton Parkway right-of-way at its sole cost and expense.
B. Developer Participation. Developer agrees to pay to the City the Credit Amount as a
partial payment for the Waterline as stated herein. Developer shall pay the balance of the
Construction Amount (as defined below) for the Waterline out of 40% of the net sales proceeds
of the sale of any of the Properties listed in Exhibit "A", or on or before the third anniversary of
the City's execution of this Agreement, whichever occurs earliest. The total design and
construction costs (the "Construction Amount") are currently estimated to be $343,716. The
balance owned by Developer under the terms of this Agreement, after payment of the Credit
Amount will be $243,716 (the "Deferred Amount"). Any change orders approved by the City or
other additional costs related to the design and construction of the Waterline shall be paid by the
City. Developer agrees that City will have no obligation to serve any Property with water from
the Waterline until the Deferred Amount for said line is paid in full.
II.
GENERAL PROVISIONS
A. Severability. The provisions of this Agreement are severable and, if any provision of this
Agreement is held to be invalid for any reason by a court or agency of competent jurisdiction,the
remainder of this Agreement shall not be affected and this Agreement shall be construed as if the
invalid portion had never been contained herein.
B. Cooperation. The Parties agree to cooperate at all times in good faith to effectuate the
purposes and intent of this Agreement.
C. Entire Agreement. Except as otherwise expressly provided herein, this Agreement
contains the entire agreement of the Parties regarding the sharing of costs for the Reuse Water
project and supersedes all prior or contemporaneous understandings or representations, whether
oral or written, regarding the subject matter.
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D. Amendments. Any amendment of this Agreement must be in writing and shall be
effective if signed by the authorized representatives of the Parties.
E. Applicable Law; Venue. This Agreement shall be construed in accordance with Texas
law. Venue for any action arising hereunder shall be in Williamson County, Texas.
F. Force Majeure. Parties shall not be deemed in violation of this Agreement if prevented
from performing any of their obligations hereunder by reasons for which they are not responsible
or circumstances beyond their control. However, notice of such impediment or delay in
performance must be timely given, and all reasonable efforts undertaken to mitigate its effects.
G. Exhibit. The following exhibit is attached to this Agreement and incorporated herein by
reference:
Exhibit"A"- the Properties
Exhibit B - Seton Parkway right-of-way
H. Counterparts. Effect of Partial Execution. This Agreement may be executed
simultaneously in multiple counterparts, each of which shall be deemed an original, but all of
which shall constitute the same instrument.
I. Authority. Each Party represents and warrants that it has the full right, power and
authority to execute this Agreement.
J. Recordation. This Agreement shall be recorded in the Official Records of Williamson
County, Texas.
CITY OF ROUND ROCK:
ATTEST: By: a M
Alan McGraw, Mayor
Sara White, City Clerk
Date:
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Avery Centre DevCo,Inc.
By:
UaL 7�- &hl—
Its President
Date: a -ig _2co3;2015
STATE OF TEXAS §
COUNTY OF WILLIAMSON §
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On this day of ( C�1 ,2015,before me,the undersigned notary public,
personally appeared Alan McGraw, Mayor of the City of Round Rock, Texas, known to me to be
the person whose name is subscribed to the within instrument and acknowledged that he executed
the same for the purposes therein stated.
~r V `� ► r 1
Notary Public tate ofex s 0'```pu�iiiirurr����
.xNGAN
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STATE OF Texas §
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OF 1F
COUNTY OF Williamson § ''•,,�9-201
On this ay of �2201�5,before me,the undersigned notary public,
personally appeared 0 h ra go President of Avery Centre
DevCo, Inc. known to me to be the person whose name is subscribed to the within instrument and
acknowledged that he executed the same for the purposes therein stated.
of Public, State of Texas
After Recordation Please return to:
:+
R~ .�+ .+ ELIZABETH BARNETT
q MY COMMISSION EXPIRES
Charles Crossfield ; , ., Sepbn&r 22,2018
Sheets & Crossfield, P.C.
309 East Main
Round rock, Texas 78664
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After Recordation,Please return to:
Charles Crossfield
Sheets& Crossfield,P.C.
309 East Main
Round rock, Texas 78664
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EXHIBIT"A"
PROPERTY DESCRIPTION OF 346.53 ACRES remaining unsold within Avery Centre
Development
West of A. W. Grimes Boulevard,Round Rock,Texas j
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As of February 12,2015
That certain 685.060 acres of land described by metes and bounds in Exhibit "A-1"
attached hereto and incorporated herein by reference for all purposes; Plus that certain
1.650 acres of land conveyed to Avery Centre Deveo, Inc. by the City of Round Rock by
a Deed Without Warranty of record in Doc.No. 201210078994, Official Public Records
of Williamson County,Texas.
SAVE AND EXCEPT the following described tracts of land:
1. That certain .02839 acres (1237 square feet) of land conveyed to Williamson County,
Texas for right of way on University Blvd. by Donation Deed of record in Document No.
2004014293, Official Public Records of Williamson County,Texas.
2. That certain 101.376 acres of land conveyed to the 'Texas State University System by
Special Warranty Deed of record in Doc. No. 2004014440, Official Public Records of
Williamson County,Texas.
3. That certain 18.178 acres of land conveyed to Williamson County as right of way for 1
CR 112 by Special Warranty Deed of record in Doc. No. 2005010992, Official Public E
Records of Williamson County,Texas.
4. That certain 73.920 acres of land conveyed to the Daughters of Charity Health Services
of Austin, d/b/a Seton Healthcare Network, a Texas non-profit corporation by Special
Warranty Deed of record in Doc. No. 2005095410, Official Public Records of
Williamson County, Texas.
5. That certain 3.855 acres of land conveyed to the Daughters of Charity Health Services
of Austin, d/b/a Seton Healthcare Network, a Texas non-profit corporation by Special
Warranty Deed of record in Doc. No. 2008012149, Official Public Records of
Williamson County,Texas.
6. That certain 60.028 acres of land conveyed to Austin Community College District
Public Facility Corporation by Special Warranty Deed of record in Doc. No.
2008033434 and Doc. No. 2008033435, Official Public Records of Williamson County,
Texas.
7. That certain 50.085 acres of land conveyed to The Board of Regents of The Texas
A&M University System by Special Warranty Deed of record in Doc. No. 2008042140
and Doc.No. 2008042141, Official Public Records of Williamson County,Texas.
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8. That certain 12.211 acres of land conveyed to the City of Round Rock for FM 1460
roadway by Warranty Deed of record in Doc. No. 2009038221, Official Public Records
of Williamson County,Texas. i
9. That certain 5.091 acres of land conveyed to CORR Realty Realty, )LLC by Warranty
Deed of record in Doc. No. 2010073016, Official Public Records of Williamson County,
Texas. (San Gabriel Skilled Nursing Facility)
10. That 2.712 and 0.227 acres of land conveyed to the City of Round Rock by Special
Warranty Deed of record in Doc. No. 2010078995, Official Public Records of
Williamson County, Texas. (Creates intersection of College Park and Avery-Nelson
Blvd.)
11.That certain 4.068 acres of land conveyed to Round Rock Holdings, LLC by Special
Warranty Deed of record in Doc. No. 2012100507, Official Public Records of
Williamson County,Texas. (cornerstone LTAC)
12.That certain 0.836 acres of land conveyed to the City of Round Rock by Special
Warranty Deed of record in Doc. No. 2012085012, Official Public Records of
Williamson County,Texas. (Reuse Water Tower)
13.That certain 7.567 acres of land conveyed to the City of Round Rock by Special
Warranty Deed of record in Doc. No. 2014080536, Official Public Records of
Williamson County,Texas. (Seton Parkway Right of Way Extension)
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