HomeMy WebLinkAboutORD 2011-12 - Agreement Texas Crushed StoneORDINANCE NO. d011—
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
GEORGETOWN, TEXAS ( "CITY ") PERTAINING TO AN INDUSTRIAL
DISTRICT AGREEMENT WITH TEXAS CRUSHED STONE COMPANY
( "TCS ") AND GEORGETOWN RAILROAD COMPANY ( "GRR ")
CONTAINING FINDINGS AND PROVISIONS RELATED TO THE
FOREGOING SUBJECT; AND PROVIDING A SEVERABILITY CLAUSE.
WHEREAS, the City deems it in the public interests to enter into an Industrial District
Agreement with Texas Crushed Stone ( "TCS ") and Georgetown Railroad Company ( "GRR ") in
substantially the same form as attached hereto as Exhibit "A" and
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
GEORGETOWN, TEXAS, THAT:
Section 1. Open Meetings Act. The meeting at which this ordinance was approved
was in all things conducted in compliance with the Texas Open Meetings Act, Texas
Government Code, Chapter 551.
Section 2. Findings. The facts and recitations contained in the preamble of this
ordinance are hereby found and declared to be true and correct and are incorporated by
reference herein and expressly made a part hereof, as if copied verbatim.
Section 3. Conflicts That in the event of any conflict between the Industrial
District Agreement and any City ordinances, resolutions or policies, the Industrial District
Agreement shall control.
Section 4. That the City Council approves the Industrial District Agreement and the
Mayor is authorized to execute the Industrial District Agreement in substantially the same form
as attached hereto as Exhibit "A ", and
Section 5. Severability. If any provision of this ordinance or application thereof to any
person or circumstance shall be held invalid, such invalidity shall not affect the other provisions,
or application thereof, of this ordinance which can be given effect without the invalid provision
or application, and to this end the provisions of this ordinance are hereby declared to be
severable.
Section 6. The Mayor is hereby authorized to sign this ordinance and the City Secretary
to attest.
Ordinances.IndustrialDistrictAg reement3.10.2011
Ord *Doti- la
PASSED AND APPROVED on First Reading on the 111 day of March, 2011.
PASSED AND APPROVED on Second Reading on the 9 g day of March, 2011.
ATTEST:
sica Brettle, City Secretary
APPROVED AS TO FORM:
St/I/Le/4N/ '11 24',1
Mark Sokolow, City Attorney
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April s,�C�!
Ordinances.IndustrialDistrictAg reement3.10.2011
Ord. t)ott -f
THE CITY OF GEORGETOWN
By:.
=Garver, Mayor
EXHIBIT "A" TO THE ORDINANCE
Ordinances .IndustrialDistrictAgreement3 .10.2011
Ord 1*--aotI -Ia
7111M8
GEOR GOWN
TE:" S
Jessica Brettle
City Secretary
City of Georgetown
CITY ATTORNEY'S OFFICE
April 5, 2011
CITY OF GEORGETOWN
Re: Industrial Agreement with Texas Crushed Stone and Georgetown Railroad
Company
Dear Ms. Brettle:
Prior to the March 28th council meeting, the City Attorney's office approved the
Ordinance and Industrial District Agreement with Texas Crushed Stone and with
Georgetown Railroad Company. On March 30th, I received a copy of the March 10,
2011 letter that Mr. Snead wrote to the City Manager. Mr. Sneed in his letter to the City
Manager requested that the agreement be approved and signed by the City by March
14, 2011. Mr. Snead also indicated that there was an "apparent error (which I do not
think is of substance) in Exhibit A and B. The acreage of the Merle B Weir Estate
property (volume 462 page 623) should be 895.98 acres not 569.98 acres."
The Mayor signed the agreement on March 29, 2011.
On March 30, I notified Misty Ventura, the attorney for Mr. Snead, and sent her a
copy of Mr. Snead's letter. Misty Ventura represents Mr. Snead. Attached is Misty
Ventura's email dated March 30, 2011 wherein she indicated that the documents in the
March 28th packet and the signature of Mr. Snead remains valid. Mr. Snead also
attended the March 28th Council meeting.
There are actually three apparent errors in the exhibits:
Exhibit "A "- -Page 2, line 34 should have 895.98 acres instead of 569.98 acres.
Exhibit "B " -- Overall map is correct, but the acreage of the Merle B Weir Estate
should have been 895.98 acres instead of 569.98 acres.
510 W. 9th Street 1 P. 0. Box 409 1 Georgetown, Texas 78627 -0409 1 (512) 930 -8158 1 (512) 931 -7657 (fax)
City Attorney: mark.sokolow@georgetown.org 1 Asst. City Attorney: bridget.chapman @georgetown.org
Exhibit "D" — Exhibit "D" Part 2 should have showed 895.98 acres instead of
569.98 acres on Merle B Weir Estate.
On April 5, 2011, Charlie Crossfield signed the agreement after reviewing the
exhibits which have not been changed and Mr. Snead's letter. Charlie Crossfield does
not believe that the errors in the legal descriptions are of substance. I agree with
Charlie Crossfield that it should not affect the City's ability to obtain the right of way
which is clearly marked in Exhibit D.
The agreement as signed by the Mayor and Mr. Snead is the same agreement and
exhibits as approved by City Council on March 28, 2011.
Sincerely,
Mark Sokolow
City Attorney, City of Georgetown
Attachment: Email from Misty Ventura dated March 30, 2011
Mr. Snead's letter dated March 10, 2011
CC:
Mayor
City Manager
City Council
Charlie Crossfield
Misty Ventura
Jim Briggs
RE: Texas Crushed Stone
Misty Ventura
to:
'Mark. Sokolow @georgetown. org'
03/30/2011 01:25 PM
Hide Details
From: Misty Ventura <misty.ventura @svlandlaw.com>
To: "'Mark.Sokolow @georgetown. org "' <Mark.Sokolow @georgetown.org>
Page 1 of 2
History: This message has been forwarded.
Mark —the documents included in the March 28th packet and the signature Mr. Snead tendered on March 14th
remains valid. Please confirm that the city will execute and record the agreement. Thanks. Misty
Misty Ventura
Shupe Ventura Lindelow & Olson, PLLC
214.328.1101 - office
214.450.8753 - cell
9406 Biscayne BIvd.
Dallas, Texas 75218
misty.ventura@svlan.dlaw.com
www.svlandlaw.com
This electronic message contains information from the law firm of Shupe Ventura Lindelow & Olson, PLL.C. The
contents may be privileged and confidential and are for the use of the intended addressee(s) only. If you are not
an intended addressee, note that any disclosure, copying, distribution, or use of the contents of this message is
prohibited, If you have received this email in error. please contact me at misty.ventura@svlandlaw.com.
From: Mark.Sokolow @georgetown.org [ mailto :Mark.Sokolow @georgetown.orq]
Sent: Wednesday, March 30, 2011 1:19 PM
To: Misty Ventura
Subject: Texas Crushed Stone
Attached is the letter.
file: / /C: \Documents and Settings \msokolow \Local Settings \Temp \notesA24DC6 \— web8948.... 4/5/2011
Page 2 of 2
(See attached file: doc20110330130704.pdj)
Mark Sokolow
City Attorney
City of Georgetown
P.O. Box 409
Georgetown, Texas 78626
(512) 930 -8158
mark.sokolow @georgetown.org
SpamStinger Message Security: Check Authenticity
file: / /C: \Documents and Settings \msokolow \Local Settings \Temp \notesA24DC6 \ —web8948.... 4/5/2011
ERAS CRUSHED STONE COMPANY
P.O. 130X 1000 • GEORGETOWN, TEXAS 78627 -1000 • PHONE 512 /863 -5511. AUSTIN: 255 -4405 • FAX 512/244 -6055
Mr. Paul Brandenburg
City Manager of Georgetown
113 E. 8th Street
Georgetown, TX. 78626
March 10, 2011
Re: Conditional Tender of the Industrial District Agreement dated 10 March 2011.
Attached to this letter you will find an Industrial District Agreement with my signature dated 10
March 2011. I understand the form of this document has been approved by the city's team
authorized to negotiate this agreement at the City Council Meeting on 8 March 2011.
I am conditioning my execution and signature of the attached document on approval of this
document by the Georgetown City Council during their special called meeting on 14 March
2011.
If this agreement is not authorized by the Georgetown City Council and executed on behalf of
the City by 11:00 pm on 14 March 2011 consider my execution of this document to be null and
void.
I also call your attention to an apparent error (which I do not think is of substance) in Exhibit A
and B. The acreage of the Merle B Weir Estate property (volume 462 page 623) should be
895.98 acres not 569.98.
Sincerely,
(/A•
W B Snead
President, Texas Crushed Stone Company
Chairman of the Board, Georgetown Railroad Company
cU
TEXAS CELT.3 ST -1 STONE COMPANY
P.O. BOX 1000 • GEORGETOWN, TEXAS 78627 -1000 • PHONE 512/863 -5511, AUSTIN: 255 -4405 • FAX 512/244 -6055
Mr. Paul Brandenburg
City Manager of Georgetown
113 E. 8th Street
Georgetown, TX. 78626
March 10, 2011
Re: Conditional Tender of the Industrial District Agreement dated 10 March 2011.
Attached to this letter you will find an Industrial District Agreement with my signature dated 10
March 2011. I understand the form of this document has been approved by the city's team
authorized to negotiate this agreement at the City Council Meeting on 8 March 2011.
I am conditioning my execution and signature of the attached document on approval of this
document by the Georgetown City Council during their special called meeting on 14 March
2011.
If this agreement is not authorized by the Georgetown City Council and executed on behalf of
the City by 11:00 pm on 14 March 2011 consider my execution of this document to be null and
void.
I also call your attention to an apparent error (which I do not think is of substance) in Exhibit A
and B. The acreage of the Merle B Weir Estate property (volume 462 page 623) should be
895.98 acres not 569.98.
Sincerely,
W B Snead
President, Texas Crushed Stone Company
Chairman of the Board, Georgetown Railroad Company
EN ED
2011
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INDUSTRIAL DISTRICT AGREEMENT
This Industrial District Agreement (this "Agreement ") is executed between Texas Crushed Stone
Company ( "TCS ") and Georgetown Railroad Company, Inc. ( "GRR ", and collectively with TCS,
"Owner ") and the City of Georgetown, Williamson County, Texas (the "City ") to be effective
March 31, 2011 (the "Effective Date ").
ARTICLE I
RECITALS
WHEREAS, the City is a home -rule municipal corporation of the State of Texas; and
WHEREAS, TCS is a Texas corporation; and
WHEREAS, GRR is a Texas corporation; and
WHEREAS, Owner and the City are sometimes individually referred to as a "Party" and
collectively as the "Parties "; and
WHEREAS, Owner owns those certain tracts of real property located in Williamson
County, Texas (the "County") that are more particularly described by metes and bounds on
Exhibit A which is the same real property depicted on Exhibit B (the "Property "); and
WHEREAS, the Property is located wholly within the extraterritorial jurisdiction
( "ETJ ") of the City and not within the ETJ or corporate limits of any other town or city; and
WHEREAS, the Parties intend for the existing use of the Property as a rock quarry and
as a railroad, including all uses and activities associated with rock quarries and railroads, to
continue, and nothing in this Agreement is intended to limit the use of the Property for such
purposes; and
WHEREAS, the City and the County desire to construct at least a two -lane paved
roadway shown on Exhibit C (the "Southwest Bypass Road "), including that portion between IH
35 and FM 2243; and
WHEREAS, the City and the County must acquire portions of the Property as public
right -of -way to allow the construction of the Southwest Bypass Road; and
WHEREAS, Owner intends to donate its portion of the Southwest Bypass Road right -of-
way (the "Right -of -Way Tract ") to the City, as generally shown on Exhibit D, subject to the
terms and conditions of this Agreement; and
WHEREAS, the Parties intend for the Property to be immune from full - purpose
annexation by the City for the term of, and as otherwise provided by, this Agreement; and
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2080\010\16502.18
WHEREAS, the Parties have the authority to enter into this Agreement pursuant to, but
not limited by the authority granted by Sections 42.044 and 212.172 of the Texas Local
Government Code; and
WHEREAS, the Parties intend that this Agreement is a development agreement as
provided for by state law in Section 212.171 et seq of the Texas Local Government Code.
NOW THEREFORE, for and in consideration of the mutual obligations of the Parties
set forth in this Agreement, and for other good and valuable consideration the receipt and
adequacy of which are acknowledged, the Parties agree as follows:
ARTICLE II
ETJ DEVELOPMENT
2.1 Pre - existing Uses.
(a) The City recognizes the use of the Property as a rock quarry, including, but not
limited to, the following related uses:
(i) the operation of wells for non - potable water and other utilities;
(ii) the excavation of quarries and tunnels;
(iii) the extraction of limestone and other raw materials;
(iv) the processing of limestone and other raw materials extracted from the
Property into finished products;
(v) the use of soil and fill material for drainage purposes;
(vi) the mining, blasting, use of explosives, handling, crushing, conveying,
washing, screening, sorting, stockpiling, packaging, distribution, and transportation of
raw material and processed material;
(vii) the use of materials to aid and assist in the use of the Property for rock
quarry and related activities; and
(viii) the use of offices, warehouses, and other structures for the administration,
management, and upkeep of the quarry and related uses.
(b) The City recognizes the use of the Property for the operation of railroads,
runways, water wells, and utilities, including, but not limited to, multiple lines of railroad,
pipelines, water towers, water storage tanks, platforms, loading and unloading facilities,
passenger and freight platforms, intermodal facilities, material, lading, and equipment storage
and maintenance yards.
Page 2
2080\010\16502.18
(c) Nothing in this Agreement shall prohibit or otherwise limit the uses of the
Property described in this Section 2.1 during the Term (as defined in Article IV of this
Agreement).
(d) Nothing in this Agreement shall prohibit or otherwise limit the tax exemptions
applicable to the Property.
2.2 Planned Uses. The City acknowledges that TCS does not intend to quarry that portion of
the Right -of- Way Tract within that portion of the Property formerly known as the Barnes
property as such property is more particularly described by metes and bounds description in that
deed recorded in the County records on January 17, 1979, at Volume 744, Page 516 and depicted
on Exhibit E (the "Barnes Property "). The Barnes Property includes the former Snead
homestead. Prior to construction of the Southwest Bypass Road, the City will demolish the
home. Until such time, Owner will maintain possession and use of the home. During Owner's
period of possession, Owner may, at its option, salvage all or any part of the home. During
Owner's period of possession Owner waives any claim Owner or Owner's invitees may have
against the City resulting from personal injury during periods of possession and use of the home.
The plan for development of the Barnes Property includes commercial, multifamily and mixed
use development.
2.3 Immunity from Annexation. The Property shall remain in the ETJ of the City and be
immune from full purpose annexation by the City for the Term (as defined in Article IV of this
Agreement).
ARTICLE III
SOUTHWEST BYPASS
3.1 Survey. After the City executes a written right of entry for land surveying only in the
form attached as Exhibit F (the "Survey License ") agreeing to the terms upon which the City
may conduct survey work on the Right -of -Way Tract the City may begin its survey work. The
City's survey of the Right -of -Way Tract will be made by a Registered Professional Land
Surveyor. The survey shall: (a) identify the Right -of -Way Tract by metes and bounds; (b) show
that the survey was made and staked on the ground with corners marked; (c) set forth the
dimensions and total area of the Right -of -Way Tract; and (d) contain the surveyor's certificate
that the survey is true and correct. The survey will limit the Right -of -Way Tract to a width that
does not exceed 400 feet at its widest point, with the exception of the portion abutting Leander
Road which may be 600 feet at its widest point for a length of not more than 1,300 feet from its
point of intersection with Leander Road. The survey will provide tract descriptions for the
following portions of the Right -of -Way Tract all as depicted on Exhibit D: (i) that portion not to
exceed 1.6 acres to be used as a water quality or detention pond; (ii) that portion owned by GRR
and to be licensed to the City; (iii) that portion owned by TCS across the Barnes Property (save
and except the GRR property); and (iv) that portion owned by TCS across the Property other
than the Barnes Property and the GRR property. The survey will exclude the water well depicted
on Exhibit D and commonly known as TCS well #1. Upon completion of the survey, the City
will deliver to Owner two copies of the survey. The Survey License expires and is of no further
force and effect upon the earlier to occur of the delivery by the City to Owner of the survey
copies or December 31, 2012.
Page 3
20801010\165 18
V
3.2 Southwest Bypass Road Transfer Conditions.
(a) After the City delivers the survey copies to Owner and within 60 days after
Owner receives a written request by the City, Owner will transfer the Right -of -Way Tract to the
City. TCS will transfer its portion of the Right -of -Way Tract by special warranty deed in the
form attached as Exhibit G. GRR will transfer its portion of the Right -of -Way Tract by license
in the form attached as Exhibit H. Both the Right -of -Way Tract deed and license will include
provisions consistent with the following conditions (collectively, the "Southwest Bypass Road
Conditions "):
(i) The Southwest Bypass Road shall be constructed from State Highway 130
at its point of intersection with County Road 104 East of Georgetown to State Highway
29 West of Georgetown, substantially along the route and general alignment shown on
Exhibit C.
(ii) Those portions of Southwest Bypass Road constructed after the Effective
Date shall be constructed as part of a road system meeting the American Association of
State Highway and Transportation Officials (AASHTO) Policy of Geometric Design of
Highways and Streets (a.k.a., the "Green Book ") standards.
(iii) That portion of the Southwest Bypass Road located on the Right -of -Way
Tract shall be constructed with a grade separated crossing at its point of intersection with
GRR's right -of -way.
(iv) The portion of the Southwest Bypass Road located on the Right -of -Way
Tract shall be constructed in a manner that provides at least six points of permanent
access, three in each direction, to and from the Southwest Bypass Road and portions of
the Property owned by TCS.
(v) The portion of the Southwest Bypass Road located on the Right -of -Way
Tract shall be constructed and maintained in a manner that provides at least one, but no
more than two, grade separated paved crossings to allow quarry traffic to pass under or
over the road from both sides of the road both during and after construction. If one
crossing is provided, it will be a minimum of 80 feet in width and 25 feet in height. If
two crossings are provided, each will be a minimum of 50 feet in width and 25 feet in
height.
(b) The transfer documents required by Section 3.2(a) shall include a reverter clause
causing the property described in the transfer document to revert back to the grantor under the
document if the Southwest Bypass Road Conditions are not satisfied by midnight on March 31,
2026. Provided, however, the City may elect to extend the time to complete the Southwest
Bypass Road Conditions so long as (i) the Term is extended for an equal period pursuant to the
terms of Article IV below; and (ii) the Parties execute an in -lieu Special Warranty Deed and
License containing such modified reversion.
(c) The transfer documents required by Section 3.2(a) shall include a reservation of
all water, oil, gas and other minerals in and under the land transferred and a waiver of all rights
of ingress and egress to the surface thereof for the purpose of exploring, developing, mining,
Page 4
2080 \010116502,18
drilling or pumping the same but shall reserve the right to conduct operations for exploration and
recovery of the same from locations outside the boundaries of the Right -of -Way Tract provided
such activities do not damage the Southwest Bypass Road. In addition, the transfer documents
required by Section 3.2(a) shall include a reservation of all rock and limestone during the period
of Owner's possession described in Section 3.2(g) below, together with the right to quarry and
mine (including by surface - destructive methods), and remove and own the same.
(d) The transfer documents required by Section 3.2(a) shall include a use restriction
that prohibits use of the Right -of -Way Tract for any use other than right -of -way for a road, the
water quality or detention pond (on the specified tract) and below grade utilities that serve the
Property or provides a necessary loop or connection for adjacent utility facilities. Utilities are
only permitted to the extent the Southwest Bypass Road is constructed and open to the public.
Nothing in this Agreement changes the rights or responsibilities of the Parties related to utilities
as memorialized in other documents.
(e) The transfer documents required by the Section 3.2(a) shall include the following
covenants: THE CITY ACKNOWLEDGES THAT THE SOUTHWEST BYPASS ROAD WILL
BE CONSTRUCTED AND OPERATED WITHIN AN ACTIVE QUARRY ZONE
CONTAINING AN ACTIVE QUARRY OPERATION. THE CITY HEREBY AGREES TO
INDEMNIFY OWNER AGAINST LOSSES FROM CLAIMS OR LAWSUITS RESULTING
FROM THE CITY'S CONSTRUCTION OF THE SOUTHWEST BYPASS ROAD WITHIN
AN ACTIVE QUARRY ZONE BY OBTAINING ENDORSEMENT 217,
INDEMNIFICATION UNDER CONTRACT, FROM THE TEXAS MUNICIPAL LEAGUE
INTERGOVERNMENTAL RISK POOL. In the event a claim or lawsuit is brought against the
City or Owner, which falls under the indemnification and coverage provided to the City, the
TML Intergovernmental Risk Pool will provide a defense for Owner and pay damages so long as
quarry operations are consistent with requirements established by state law, federal law and
industry standards. THE CITY WAIVES ANY CLAIM THE CITY OR THE CITY'S
CONTRACTORS MAY HAVE AGAINST OWNER RESULTING FROM DAMAGE TO THE
SOUTHWEST BYPASS ROAD OR UTILITIES CONSTRUCTED WITHIN THE RIGHT -OF-
WAY TRACT SO LONG AS QUARRY OPERATIONS ARE CONSISTENT WITH
REQUIREMENTS ESTABLISHED BY STATE LAW, FEDERAL LAW AND INDUSTRY
STANDARDS, INCLUDING, WITHOUT LIMITATION, CLAIMS THE CITY OR THE
CITY'S CONTRACTORS MAY HAVE AGAINST OWNER ARISING OUT OF, OR IN ANY
MANNER CONNECTED WITH TREMORS, VIBRATIONS, FLYING ROCKS OR DEBRIS,
NOISE OR NOXIOUS ODORS.
(f) The transfer documents required by Section 3.2(a) shall include a requirement that
the City implement a traffic safety plan (the "Traffic Safety Plan ") that includes terms mutually
agreeable to the Parties before the Southwest Bypass Road is opened to public access. The
Traffic Safety Plan will include, at a minimum, (i) a requirement that public access to the Right -
of -Way Tract will be restricted as a means to address safety concerns during TCS quarry
activities involving blasting within 2,500 feet of the Right -of -Way Tract; (ii) a process to
implement road closures of 15 minutes or less; (iii) a process to implement a detour in the event
road closures are anticipated to last longer than 15 minutes; and (iv) signage posted at regular
intervals along the Southwest Bypass Road warning drivers that they are entering an active
quarry zone and cell phone use is prohibited.
Page 5
2080\010\16502.
(g) The transfer documents required by Section 3.2(a) shall include a reservation of
possession for the benefit of Owner for a period from the transfer date until midnight on
December 31, 2016, provided, however, the City may take possession of that portion of the
Right -of -Way Tract located on the Barnes Property as early as December 31, 2012 by giving
Owner 150 days notice of the need for such possession. During the period of possession, Owner
may, at its option, use the Right -of -Way Tract for any use permitted by Sections 2.1 and 2.2 of
this Agreement.
(h) After December 31, 2016, or the expiration of the 150 day notice applicable to
that portion of the Right -of -Way Tract located on the Barnes Property, the City shall provide
Owner with 30 days' prior written notice that construction of the Southwest Bypass Road will
begin. The 30 -day notice period commences on the date the notice is delivered to Owner. The
transfer documents required by Section 3.2(a) shall include a reservation of rights that:
(i) permits Owner to continue all uses described in Sections 2.1 and 2.2 until
the end of such 30 -day notice period; and
(ii) provides that, if the City does not commence construction of the road
within five days after the end of such 30 -day notice period, Owner may resume all uses
described in Sections 2.1 and 2.2 on the Right -of -Way Tract upon delivery of written
notice to the City of same; and
(iii) requires the City to provide a new notice and comply with the
requirements in this Section 3.2(h) whenever the City fails to commence construction of
the road within 35 days after delivery of the required 30 -day notice to Owner.
(i) For purposes of Section 3.2(h), commencement of construction of the road
requires, at a minimum, that grading of the Right -of -Way Tract be commenced.
3.3 Drainage. A portion of the Right -of -Way Tract donation will be restricted for use as a
water quality or detention ponds at the location shown on Exhibit D. The City will design and
construct that portion of the Southwest Bypass Road located on the Right -of -Way Tract in a
manner that minimizes drainage impacts outside the Right -of -Way Tract. To the extent drainage
is required outside the right -of -way, Owner will donate no more than 4.6 acres (in addition to the
1.6 acres donated by this Agreement) needed for such drainage. The Parties understand that the
additional drainage will be included in a separate water quality or detention pond shown for
information purposes on Exhibit D. At Owner's option and cost, Owner may expand this second
detention pond for use as a regional detention pond for the benefit of Owner's land. Owner, at
Owner's option and cost, may relocate both water quality or detention ponds.
ARTICLE IV
TERM OF AGREEMENT
The term of this Agreement shall be 15 years after the Effective Date unless extended by
mutual agreement of Owner and the City (the "Term "). The Term may be extended by the City
in the event the City fails to satisfy the Southwest Bypass Road Conditions prior to March 31,
Page 6
2080\010116502
2026. Such an extension of the Term will include a corresponding extension of the period to
complete the Southwest Bypass Road Conditions.
ARTICLE V
ADDITIONAL PROVISIONS
5.1 Recitals. The recitals contained in this Agreement: (a) are true and correct as of the
Effective Date; (b) form the basis upon which the Parties negotiated and entered into this
Agreement; and (c) reflect the intent of the Parties with regard to the subject matter of this
Agreement. If it becomes necessary to interpret any provision of this Agreement, the intent of
the Parties, as evidenced by the recitals, shall be given full effect. The Parties have relied, to
their material detriment, upon the recitals as part of the consideration for entering into this
Agreement, and, but for the recitals, the Parties would not have entered into this Agreement.
5.2 Vested Rights. Owner does not, by entering into this Agreement, waive any rights or
obligations arising under Chapter 245 or under Chapter 43 of the Texas Local Government Code
or under any other provision of law.
5.3 Authority. The City represents and warrants that this Agreement has been approved by
the action of the City Council of the City in accordance with all applicable public meeting and
public notice requirements (including, but not limited to, notices required by the Texas Open
Meetings Act) and that the individual executing this Agreement on behalf of the City has been
authorized to do so. Owner represents and warrants that this Agreement has been approved by
appropriate action of Owner and that the individual executing this Agreement on behalf of
Owner has been authorized to do so.
5.4 Recordation. Pursuant to the requirements of Section 212.172(0 of the Texas Local
Government Code, this Agreement, and all amendments to this Agreement, shall be recorded in
the deed records of the County. This Agreement shall be binding upon the Parties, the Property,
and future owners of all or any portion of the Property.
5.5 No Third Party Beneficiaries. This Agreement only inures to the benefit of, and may
only be enforced by, the Parties. No other person or entity shall have any right, title, or interest
under this Agreement or otherwise be deemed to be a third -party beneficiary of this Agreement.
5.6 Entire Agreement; Amendment; Severability.
(a) This Agreement constitutes the entire agreement between the Parties and
supersedes all prior agreements and understandings, whether oral or written, concerning the
subject matter of this Agreement.
(b) This Agreement shall not be modified or amended except in writing signed by the
Parties. A copy of each amendment to this Agreement, when fully executed and recorded, shall
be provided by the City and/or Owner to each successor (based on the records maintained by
Owner and successor pursuant to this Agreement); however, the failure of the City and/or Owner
to do so shall not affect the validity of any amendment.
Page 7
2080\010\16502.
(c) If any provision of this Agreement is determined by a court to be unenforceable,
the unenforceable provision shall be deleted from this Agreement, the unenforceable provision
shall, to the extent possible, be rewritten to be enforceable and to give effect to the intent of the
Parties, and the remainder of this Agreement shall remain in full force and effect and shall be
interpreted to give effect to the intent of the Parties. Without limiting the generality of the
foregoing: (i) if it is determined that, as of the Effective Date, a portion of the Property is not
within the City's ETJ, this Agreement shall remain in full force and effect with respect to all of
the Property that is within the City's ETJ; or (ii) if a court shall hold that the term of this
Agreement is unenforceable or in violation of Sections 42.044 or 212.172 of the Texas Local
Government Code, this Agreement shall remain in full force and effect for the longest period
allowed by law, not to exceed the limitations on the term set forth in Article IV above.
5.7 Federal Preemption. The Parties recognize that the Federal Railroad Safety Act of 1970
( "RFSA "), codified in 49 U.S.C.A. § 20106 expressly preempts state and local regulations in
conflict with all Federal Rules and Regulations regarding the operation and safety of railroads,
including the railroad and related appurtenances on the Property. The Parties agree to cooperate
with the relocation of the GRR tracks, if necessary, to accommodate the grade- separated
requirements of Section 3.2(a)(iii).
5.8 Remedies. The Parties agree that this Agreement is enforceable. If a Party or successor
fails to comply with this Agreement, all other Parties shall be entitled to immediate injunctive
relief and mandamus, to specific performance, and, to the maximum extent permitted by law, to
actual damages (but excluding special or consequential damages). The Parties agree and
stipulate that the damages that will be suffered as a result of any breach of this Agreement are
difficult to calculate at this time. The Parties further agree and stipulate that a breach of this
Agreement will result in immediate and irreparable harm. Accordingly, the Parties agree and
stipulate that in the event of a threatened breach of this Agreement by one Party, all other Parties
will be entitled, as a matter of law, to have a temporary restraining order, preliminary injunction,
and a permanent injunction issued and entered immediately by any court with jurisdiction over
such claims. The remedies set forth in this section are the sole and exclusive remedies of the
Parties for a Party's failure to comply with this Agreement.
5.9 Notices. Any notice or other communication required by this Agreement to be given,
provided, or delivered to a Party shall be in writing addressed to the Parties as set forth below.
Notices shall be considered "given" for purposes of this Agreement: (a) if by Certified Mail, five
business days after deposited with the U.S. Postal Service, Certified Mail, Return Receipt
Requested; (b) if by private delivery service (e.g., FedEx or UPS), on the date delivered to the
notice address as evidenced by a receipt signed by any person at the notice address; (c) if by
FAX, when sent, or (d) if by any other means (including, but not limited to, e-mail if an email
address is provided below), when actually received by the Party at the notice address.
The City of Georgetown
Georgetown City Manager
P.O. Box 409
Georgetown, Texas 78627
Page 8
20801010116502.1
Texas Crushed Stone Company
W. B. Snead, President
P.O. Box 1000
Georgetown, TX 78627 -1000
Georgetown Railroad Company, Inc.
W. B. Snead, Chairman of the Board
P.O. Box 529
Georgetown, TX 78627 -529
With a copy to:
Shupe Ventura Lindelow & Olson, PLLC
Attn: Misty Ventura
9406 Biscayne Blvd.
Dallas, Texas 75218
Each Party has the right to change, from time to time, its notice addresses by giving at least 10
days written notice to the other Parties. If any time period provided in this Agreement ends on a
Saturday, Sunday, or legal holiday, the period shall be extended to the first business day
following such Saturday, Sunday or legal holiday.
5.10 Time. Time is of the essence in the performance by the Parties of their respective
obligations under this Agreement.
5.11 Applicable Law and Venue. This Agreement shall be interpreted in accordance with the
laws of the State of Texas. Venue shall be in Williamson County, Texas.
5.12 Non - Waiver. If a Party fails to insist on strict performance of any provision of this
Agreement, such failure shall not be deemed a waiver by such Party of its right to insist on strict
performance of such provision in the future or strict performance of any other provision of this
Agreement.
5.13 Conflict. In the event of any conflict between this Agreement (adopted by Ordinance)
and any City ordinances, resolutions, or policies, this Agreement shall control.
5.14 Binding Effect. This Agreement is a covenant running with the land and shall be binding
on all subsequent owners of all or any portion of the Property.
5.15 Exhibits. The following exhibits are attached to this Agreement and are incorporated as
part of this Agreement for all purposes as if set forth in full in the body of this Agreement.
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Description of the Property
Depiction of the Property
Depiction of Southwest Bypass Road
Depictions of Right -of -Way Tract, including the Water Quality Pond
(includes Exhibits D -1, D -2 and D -3
Page 9
2080\010116502.18
Exhibit E
Exhibit F
Exhibit G
Exhibit H
Depiction of the Barnes Property
Form of Survey License
Form of Special Warranty Deed from TCS to the City
Form of License from GRR to the City
Executed by Owner and the City to be effective on the Effective Date.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Page 10
2080\010\16502..
0
THE CITY OF GEORGETOWN
BY:
Approved as to Form:
Stlitrit,i, S05e daa 14 tell 5, ze /r
Mark Sokolow, City Attorney
Attest:
THE STATE OF TEXAS
COUNTY OF WILLIAMSON
This instrument was acknowledged before me on this day of March, 2011, by George
Garver, Mayor of the City of Georgetown and acknowledged to me that he executed the same on
behalf of said City.
JESSICA E. HAMILTON
MY COMMISSION EXPIRES
June 1,2011
Public i ' • V or the State of Texas
Page 1 1
2080\010\1650
Texas Crushed Stone Company,
a Texas corporation
By:
THE STATE OF TEXAS
COUNTY OF WILLIAMSON §
VtiS
W. B. Snead, President
This instrument was acknowledged before me on this 10 day of March, 2011, by W. B. Snead,
President of Texas Crusted Stone Company, a Texas corporation, and acknowledged to me that
he executed the same for the purposes and consideration therein expressed on behalf of said
corporation.
Notary Public in and for the State of Texas
KAREN P. LESCHBER
MY COMMISSION EXPIRES
July 21,2011
THE STATE OF TEXAS
COUNTY OF WILLIAMSON §
Georgetown Railroad Company, Inc.
a Texas corporation
By: DPI,
W. B. Snead, Chairman of the Board
This instrument was acknowledged before me on this ICY/ day of March, 2011, by W. B. Snead,
Chairman of the Board of Georgetown Railroad Company, Inc., and acknowledged to me that he
executed the same for the purposes and consideration therein expressed on behalf of said
co . • ratio
KAREN P. LESCHBER
MY COMMISSION EXPIRES
July 21,2011
AFTER RECORDING RETURN TO:
Texas Crushed Stone
P.O. Box 1000
Georgetown, Texas 78627
Notary Public in and for the State of Texas
Page 12
200\010\16502.18
Exhibit A: Part One
DESCRIPTION OF CITY OF GEORGETOWN, TEXAS, INDUSTRIAL DISTRICT
AGREEMENT, PART ONE:
BEING A TRACT OF LAND LOCATED IN THE JOSEPH THOMPSON SURVEY,
ABSTRACT NO. 608, THE JOHN POWELL SURVEY, ABSTRACT NO. 491, THE
FRANCIS A. HUDSON SURVEY, ABSTRACT NO. 295. AND THE LOUIS DYCHES
SURVEY, ABSTRACT NO. 180, WILLIAMSON COUNTY, TEXAS, BEING ALL OF
A CALLED 524.79 ACRE TRACT OR PARCEL OF LAND DESCRIBED IN A
WARRANTY DEED, CONVEYED TO TEXAS CRUSHED STONE COMPANY,
RECORDED IN VOLUME 1679, PAGE 21 OF THE OFFICIAL RECORDS OF
WILLIAMSON COUNTY, TEXAS, BEING ALL OF A CALLED 40.276 ACRE
TRACT OR PARCEL OF LAND DESCRIBED IN A SPECIAL WARRANTY DEED,
CONVEYED TO TEXAS CRUSHED STONE COMPANY, RECORDED IN
DOCUMENT NO. 9821391 OF THE OFFICIAL RECORDS OF WILLIAMSON
COUNTY, TEXAS, BEING A PORTION OF A CALLED 1601.61 ACRE TRACT OR
PARCEL OF LAND DESCRIBED IN A WARRANTY DEED, CONVEYED TO
TEXAS CRUSHED STONE COMPANY, RECORDED IN VOLUME 634, PAGE 366
OF THE DEED RECORDS OF WILLIAMSON COUNTY, TEXAS, BEING ALL OF A
CALLED 477.15 ACRE TRACT OR PARCEL OF LAND DESCRIBED IN A DEED,
CONVEYED TO TEXAS CRUSHED STONE COMPANY, RECORDED IN VOLUME
491, PAGE 598 OF THE DEED RECORDS OF WILLIAMSON COUNTY, TEXAS,
BEING ALL OF THE REMNANT PORTION OF A CALLED 611.61 ACRE TRACT
OR PARCEL OF LAND DESCRIBED IN A DEED TO TEXAS CRUSHED STONE
COMPANY INCORPORATED, RECORDED IN VOLUME 427, PAGE 419 OF THE
DEED RECORDS OF WILLIAMSON COUNTY, TEXAS, BEING ALL OF THE
REMNANT PORTION OF A CALLED 11.61 ACRE TRACT OR PARCEL OF LAND
CONVEYED TO TEXAS CRUSHED STONE COMPANY, RECORDED IN VOLUME
435, PAGE 471 OF THE DEED RECORDS OF WILLIAMSON COUNTY, TEXAS,
BEING ALL OF THE REMNANT PORTION OF A CALLED 11.61 ACRE TRACT
OR PARCEL OF LAND DESCRIBED IN A DEED, CONVEYED TO TEXAS
CRUSHED STONE COMPANY, RECORDED IN VOLUME 512, PAGE 292 OF THE
DEED RECORDS OF WILLIAMSON COUNTY, TEXAS, BEING ALL OF A
CALLED 16.15 ACRE TRACT DESCRIBED IN A WARRANTY DEED TO
GEORGETOWN RAILROAD COMPANY, INC., RECORDED IN VOLUME 827,
PAGE 25 OF THE DEED RECORDS OF WILLIAMSON COUNTY, TEXAS, BEING
ALL OF THE REMNANT PORTION OF A CALLED 93.65 ACRE TRACT OR
PARCEL OF LAND DESCRIBED IN A DEED TO TEXAS CRUSHED STONE
COMPANY, RECORDED IN VOLUME 427, PAGE 615 OF THE DEED RECORDS
OF WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF TRACT I , CALLED
A 2023.28 ACRE TRACT OR PACEL OF LAND DESCRIBED IN A SPECIAL
WARRANTY DEED, CONVEYED TO TEXAS CRUSHED STONE COMPANY,
RECORDED IN VOLUME 880, PAGE 638 OF THE DEED RECORDS OF
WILLIAMSON COUNTY, TEXAS, BEING ALL OF A CALLED 5.0 ACRE TRACT
A- I
Exhibit A: Part One
OR PARCEL OF LAND DESCRIBED IN A DEED, CONVEYED TO GEORGETOWN
RAILROAD COMPANY, RECORDED IN VOLUME 475. PAGE 41 OF THE DEED
RECORDS OF WILLIAMSON COUNTY, TEXAS, BEING ALL OF A CALLED 7.85
ACRE TRACT OR PARCEL OF LAND DESCRIBE IN A DEED, CONVEYED TO
GEORGETOWN RAILROAD COMPANY, RECORDED IN VOLUME 466, PAGE
209 OF THE DEED RECORDS OF WILLIAMSON COUNTY, TEXAS, BEING ALL
OF A CALLED 6.82 ACRE TRACT OR PARCEL OF LAND DESCRIBED IN A
GENERAL WARRANTY DEED, CONVEYED TO TEXAS CRUSHED STONE
COMPANY, RECORDED IN VOLUME 852, PAGE 369 OF THE DEED RECORDS
OF WILLIAMSON COUNTY, TEXAS, BEING ALL OF A CALLED 20.9 ACRE
TRACT OR PARCEL OF LAND DESCRIBED IN A DEED, CONVEYED TO MERLE
WEIR, RECORDED IN VOLUME 603, PAGE 39 OF THE DEED RECORDS OF
WILLIAMSON COUNTY, TEXAS, BEING ALL OF A CALLED 3.182 ACRE TRACT
OR PARCEL OF LAND CONVEYED TO LCRA TRANSMISSION SERVICE
CORPORATION, RECORDED IN DOCUMENT NO. 2001088595 OF THE OFFICIAL
PUBLIC RECORDS OF WILLIAMSON COUNTY, TEXAS, SAID 3.182 ACRE
TRACT OF LAND BEING DESCRIBED IN VOLUME 2253, PAGE 189 OF THE
OFFICIAL RECORDS OF WILLIAMSON COUNTY, TEXAS, BEING ALL OF A
CALLED 15.01 ACRE TRACT OR PARCEL OF LAND DESCRIBED IN A
WARRANTY DEED, CONVEYED TO TEXAS CRUSHED STONE COMPANY,
RECORDED IN VOLUME 827, PAGE 22 OF THE DEED RECORDS OF
WILLIAMSON COUNTY, TEXAS, BEING ALL OF A CALLED 18.584 ACRE
TRACT OR PARCEL OF LAND DESCRIBED IN A DEED, CONVEYED TO
GEORGETOWN RAILROAD COMPANY, INC., RECORDED IN VOLUME 822,
PAGE 435 OF THE DEED RECORDS OF WILLIAMSON COUNTY, TEXAS, BEING
ALL OF TRACT NO. 1 A CALLED 40.00 ACRE TRACT OR PARCEL OF LAND,
AND ALL OF TRACT NO. 2 CALLED A 10.00 ACRE TRACT OR PARCEL OF
LAND DESCRIBED IN A WARRANTY DEED, CONVEYED TO GEORGETOWN
RAILROAD COMPANY, RECORDED IN VOLUME 751, PAGE 602 OF THE DEED
RECORDS OF WILLIAMSON COUNTY, TEXAS, BEING ALL OF A CALLED
175.62 ACRE TRACT OR PARCEL OF LAND DESCRIBED IN A WARRANTY
DEED, CONVEYED TO TEXAS CRUSHED STONE COMPANY, RECORDED IN
VOLUME 744, PAGE 516 OF THE DEED RECORDS OF WILLIAMSON COUNTY,
TEXAS, BEING A PORTION OF THE REMNANT PORTION OF A CALLED 569.98
ACRE TRACT OR PARCEL OF LAND DESCRIBED IN A DEED TO L. G. WEIR
AND WIFE, MERLE P. WEIR, RECORDED IN VOLUME 462, PAGE 623 OF THE
DEED RECORDS OF WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF
THE REMNANT PORTION OF A CALLED 895.97 ACRE TRACT OR PARCEL OF
LAND DESCRIBED IN A DEED, CONVEYED TO A. C. WEIR AND WIFE, ESTHER
M. WEIR, RECORDED IN VOLUME 462, PAGE 648 OF THE DEED RECORDS OF
WILLIAMSON COUNTY. TEXAS, BEING A PORTION OF A CALLED 3.49 ACRE
TRACT OR PARCEL OF LAND DESCRIBED IN A WARRANTY DEED,
CONVEYED TO TEXAS CRUSHED STONE COMPANY, RECORDED IN VOLUME
A- 2
Exhibit A: Part One
778, PAGE 491 OF THE DEED RECORDS OF WILLIAMSON COUNTY, TEXAS,
BEING A PORTION OF A CALLED 396.40 ACRE TRACT OR PARCEL OF LAND
DESCRIBED IN A DEED TO TEXAS CRUSHED STONE COMPANY, RECORDED
IN VOLUME 522, PAGE 455 OF THE DEED RECORDS OF WILLIAMSON
COUNTY, TEXAS, AND BEING ALL OF THE GEORGETOWN RAILROAD
RIGHT -OF -WAY LYING WITHIN SAID TRACTS, SAID ANNEXATION AREA
SW1 BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING at the intersection of the south right -of -way line of Ranch Road 2243 and
the east right -of -way line of County Road 176. being the northwest corner of said 524.79
acre tract recorded in Volume 1679, Page 21, and the southwest corner of the boundary
line of City of Georgetown Annexation Ordinance No. 2005 -101, for the northwest
corner and POINT OF BEGINNING of the herein described tract;
THENCE in a southerly direction with the west boundary line of said 524.79 acre tract
and the east right -of -way line of said County Road 176 to a point at the intersection of the
east right -of -way line of said County Road 176 and the south right -of -way line of said
County Road 176 and being the northeast corner of a 60' Road Easement located in
Whitetail Subdivision as shown on a plat recorded in Cabinet C, Slides 117 -122 of the
Plat Records of Williamson County, Texas;
THENCE continuing in a southerly direction with the west boundary line of said 524.79
acre tract and the east boundary line of said 60' Road Easement to the southwest corner
of said 524.79 acre tract, same being the northwest corner of Lot 1, Whitetail Section II, a
subdivision recorded in Cabinet D, Slide141 of the Plat Records of Williamson County,
Texas;
THENCE in a easterly direction with the south boundary line of said 524.79 acre tract
and the north boundary line of said Whitetail Section II to the northeast corner of said
Whitetail Section II, same being the westernmost northwest corner of said 1601.61 acre
tract recorded in Volume 634, Page 366;
THENCE in a southerly direction with the east boundary line of said Whitetail Section 11
and a west boundary line of said 1601.61 acre tract to the southeast corner of said
Whitetail Section II and the northwest corner of a called 345.67 acre tract or parcel of
land, conveyed to The Highlands at Mayfield Ranch, Ltd., recorded in Document No.
2004053926 of the Official Public Records of Williamson County, Texas;
THENCE continuing in a southerly direction with the east boundary line of said 345.67
acre tract and a west boundary line of said 1601.61 acre tract to an exterior ell comer of
said 345.67 acre tract;
Exhibit A: Part One
THENCE departing the east boundary line of said 345.67 acre tract, in an easterly
direction, in part through the interior of said 1601.61 acre tract and in part through the
interior of said 2023.28 acre tract recorded in Volume 880, Page 638, with a line 10,560
feet (two miles) south of and parallel with the south right -of -way line of said Ranch Road
2243 and the south line of said City of Georgetown Annexation Ordinance No. 2005 -101
to a point which is 10,560 feet (two miles) west of the west right -of -way line of Interstate
Highway No. 35;
THENCE continuing through the interior of said 2023.28 acre tract in a southerly
direction with a line10,560 feet (two miles) west of and parallel with the west right -of-
way line of Interstate Highway No. 35 to the south line of said John Powell Survey,
Abstract No. 491, same being the north line of the Ephraim Evans Survey, Abstract No.
212;
THENCE continuing through the interior of said 2023.28 acre tract, in an easterly
direction with the south line of said John Powell Survey, Abstract No. 491 and the north
line of said Ephraim Evans Survey, Abstract No. 212 to an interior ell corner of said
2023.28 acre tract, same being the southwest corner of said 611.61 acre tract recorded in
Volume 427, Page 419;
THENCE continuing in an easterly direction with the south line of said John Powell
Survey, Abstract No. 491, the north line of said Ephraim Evans Survey, Abstract No. 212
and north boundary line of said 2023.28 acre tract and the south boundary line of said
611.61 acre tract to the southeast comer of said 611.61 acre tract and the southwest
comer of the remnant portion of said 11.61 acre tract recorded in Volume 512, Page 292;
THENCE continuing in an easterly direction with the south line of said John Powell
Survey, Abstract No. 491, the north line of said Ephraim Evans Survey, Abstract No.
212, and north line of said 2023.28 acre tract and the south line of the remnant portion of
said 11.61 acre tract to the southwest corner of said 16.15 acre tract recorded in Volume
827, Page 25;
THENCE continuing in an easterly direction with the south line of said John Powell
Survey, Abstract No. 491, the north line of said Ephraim Evans Survey, Abstract No.
212, and north line of said 2023.28 acre tract and the south line of said 16.15 acre tract to
the west right -of -way line of said Georgetown Railroad, the southeast corner of said
16.15 acre tract and the easternmost northeast corner of said 2023.28 acre tract;
THENCE continuing in an easterly direction with the south line of said John Powell
Survey, Abstract No. 491, the north line of said Ephraim Evans Survey, Abstract No. 212
crossing the right -of -way of said Georgetown Railroad to the west boundary line of Tract
2, called a 35.23 acre tract or parcel of land conveyed to Texas Crushed Stone Company
in said Volume 880, Page 638 of the Deed Records of Williamson County, Texas, same
A- 4
Exhibit A: Part One
being the east right -of -way line of the Georgetown Railroad, for the southernmost
southeast corner of the herein described tract;
THENCE in a northerly direction with the west boundary line of said 35.23 acre tract, the
east right -of -way line of said Georgetown Railroad to a point in the south boundary line
of said 93.65 acre tract recorded in Volume 427, Page 615 and being the northwest corner
of said 35.23 acre tract and the south corner of said 5.0 acre tract recorded in Volume
475, Page 41;
THENCE in a easterly direction with the north boundary line of said 35.23 acre tract and
the south boundary line of said 93.65 acre tract to the west right -of -way line of said
Interstate Highway No. 35, same being the west boundary line of that certain tract of land
described in the City of Georgetown Annexation Ordinance No. 71 -A6, same being the
southeast corner of the remnant portion of said 93.65 acre tract and the northeast corner
of said 35.23 acre tract;
THENCE in a northerly direction, with the west right -of -way line of said Interstate
Highway No. 35, the west boundary line of said City of Georgetown Annexation
Ordinance No. 71 -A6 and the east boundary line of the remnant portion of said 93.65
acre tract, and in part with the east boundary line of the remnant portion of said 611.61
acre tract to the northwest corner of said City of Georgetown Annexation Ordinance No.
71 -A6, same being the southwest corner of the City of Georgetown Annexation
Ordinance No. 71 -A5;
THENCE continuing in a northerly direction with the west right -of -way line of said
Interstate Highway No. 35, the west boundary line of said City of Georgetown
Annexation Ordinance No. 71 -A5, in part with the east boundary line of the remnant
portion of said 611.61 acre tract, the east line of the remnant portion of said 11.61 acre
tract recorded in Volume 435, Page 471 and with the east boundary line of said 6.82 acre
tract recorded in Volume 852, Page 369, the east boundary line of said 15.01 acre tract
recorded in Volume 827, Page 22, the most easterly boundary line of the remnant portion
of said 569.98 acre tract recorded in Volume 462, Page 623, the east boundary line of
said 18.584 acre tract recorded in Volume 822, Page 435, the east boundary line of said
10.00 acre tract recorded in Volume 751, Page 602, and in part the east boundary line of
said 175.62 acre tract recorded in Volume 744, Page 516, to the northwest corner of said
City of Georgetown Annexation Ordinance No. 71 -A5 and the southwest corner of the
City of Georgetown Annexation Ordinance No. 65 -A4;
THENCE continuing in a northerly direction with the west right -of -way line of said
Interstate Highway No. 35, the west line of said City of Georgetown Annexation
Ordinance No. 65 -A4 and in part a east boundary line of said 175.62 acre tract to the
easternmost northeast corner of said 175.62 acre tract and the southeast corner of a called
4.37 acre tract or parcel of land conveyed to JDP Properties, Ltd., recorded in Document
A- 5
Exhibit A: Part One
No. 2005099835 of the Official Public Records of Williamson County, Texas, same
being the southeast corner of the City of Georgetown Annexation Ordinance No. 86 -64;
THENCE departing the west boundary line of said City of Georgetown Annexation
Ordinance No. 65 -A4 and the west right -of -way line of said Interstate Highway No. 35,
in a westerly direction with the east boundary line of said 175.62 acre tract, the south
boundary line of said 4.37 acre tract and the south boundary line of said City of
Georgetown Annexation Ordinance No. 86 -64, to the east right -of -way line of said
Georgetown Railroad, being the southwest corner of said 4.37 acre tract, and an interior
ell comer of said 175.62 acre tract;
THENCE continuing in a westerly direction crossing the right -of -way of said
Georgetown Railroad, through the interior of said 175.62 acre tract, with the south line of
said City of Georgetown Annexation Ordinance No. 86 -64 to the west right - of-way line
of said Georgetown Railroad, and being the southwest corner of said City of Georgetown
Annexation Ordinance No. 86 -64,
THENCE continuing through the interior of said 175.62 acre tract in a northerly
direction, with the west right -of -way line of said Georgetown Railroad and the west
boundary line of said City of Georgetown Annexation Ordinance No. 86 -64 to the
westerly boundary line of Tract 12 of the City of Georgetown Annexation Ordinance No.
870403 and a westerly boundary line of Parcel D, called a 29.93 acre tract or parcel of
land, conveyed to Paul John Charles Laubach, Charles Henry Martin Laubach and
Wilburn Bernard Laubach, Trustees an undivided 12 /32nds of '/z interest, recorded in
Volume 929, Page 138 of the Deed Records of Williamson County, Texas and being a
point in the east boundary line of said 175.62 acre tract;
THENCE in a northerly direction with the east boundary line of said 175.62 acre tract
and the westerly boundary line of said City of Georgetown Annexation Ordinance No.
870403, to the northernmost northeast corner of said 175.62 acre tract, being an interior
ell corner of said 29.93 acre tract and being an interior ell corner of said City of
Georgetown Annexation Ordinance No. 870403;
THENCE in a westerly direction with the north line of said 175.62 acre tract and the
south line of said City of Georgetown Annexation Ordinance No. 870403 passing the
southwest comer of said 29.93 acre tract, and continuing in a westerly direction in part
with the south boundary line of the remnant portion the First Tract, called a 187.86 acre
tract or parcel of land, conveyed to W. W. Laubach, recorded in Volume 329, Page 194
of the Deed Records of Williamson County, Texas, to the east boundary line of the
remnant portion of said 569.98 acre tract recorded in Volume 462, Page 623, and being
the northwest corner of said 175.62 acre tract, the southwest corner of said 187.86 acre
tract and the southwest corner of said City of Georgetown Annexation Ordinance No.
870403;
A- 6
Exhibit A: Part One
THENCE in a northerly direction with the east boundary line of said 569.98 acre tract,
the west boundary line of said 187.86 acre tract and the west boundary line of said City of
Georgetown Annexation Ordinance No. 870403 to the northwest comer of said 187.86
acre tract, the northwest corner of said City of Georgetown Annexation Ordinance No.
870403, the southwest corner of the City of Georgetown Annexation Ordinance No. 84-
56 and the southwest corner of Sierra Vista Section Two a subdivision recorded in
Cabinet F, Slide 50 of the Plat Records of Williamson County, Texas;
THENCE continuing in a northerly direction with said east boundary line of the 569.98
acre tract, the west boundary line of said Sierra Vista Section Two and the west boundary
line of said City of Georgetown Annexation Ordinance No. 84 -56 to the northwest corner
of said Sierra Vista Section Two, the northwest corner of said City of Georgetown
Annexation Ordinance No. 84 -56, the southwest corner of the City of Georgetown
Annexation Ordinance No. 82 -39 and the southwest corner of a called 42.5 acre tract or
parcel of land conveyed to The Trustees of the Georgetown Independent School District
and their Successors in Office, recorded in Volume 765, Page 213 of the Deed Records of
Williamson County, Texas;
THENCE continuing in a northerly direction with said east boundary line of the 569.98
acre tract, the west boundary line of said 42.5 acre tract and the west boundary line of the
City of Georgetown Annexation Ordinance No. 82 -39 to the south right -of -way line of
said Ranch Road 2243 and the south boundary line of Tract 11 of the City of Georgetown
Annexation Ordinance No. 870400, being the northwest corner of said 42.5 acre tract, the
northwest comer of said City of Georgetown Annexation Ordinance No. 82 -39 and the
northernmost northeast comer of said 569.98 acre tract;
THENCE in a westerly direction with the north line of said 569.98 acre tract, the south
right -of -way line of said Ranch Road 2243 and the south boundary line of Tract 11 of
said City of Georgetown Annexation Ordinance No. 870400 to the east boundary line of
Tract 7 of the City of Georgetown Annexation Ordinance No. 86 -59;
THENCE in a southerly direction with the east boundary line of said City of Georgetown
Annexation Ordinance No. 86 -59, departing the south right -of -way line of said Ranch
Road 2243 and the south boundary line of said Tract 11 of said City of Georgetown
Annexation Ordinance No. 870400, through the interior of said 569.98 acre tract to the
southeast corner of said Tract 7 of said City of Georgetown Annexation Ordinance No.
86 -59;
THENCE continuing through the interior of said 569.98 acre tract, in a westerly direction
with the south line of said Tract 7 of said City of Georgetown Annexation Ordinance No.
86 -59 to an exterior ell comer of said Tract 7 of said City of Georgetown Annexation
Ordinance No. 86 -59;
A -7
Exhibit A: Part One
THENCE continue through the interior of said 569.98 acre tract in a northerly direction
with the west line of said Tract 7 of said City of Georgetown Annexation Ordinance No.
86 -59 to an interior ell corner of said Tract 7 of said City of Georgetown Annexation
Ordinance No. 86 -59;
THENCE in a westerly direction with a south line of said Tract 7 of said City of
Georgetown Annexation Ordinance No. 86 -59 in part through the interior of said 569.98
acre tract, in part through the interior of the said 396.40 acre tract recorded in Volume
522, Page455, in part through the interior of said 895.97 acre tract recorded in Volume
462, Page 648 and in part through the interior of said 3.49 acre tract recorded in Volume
778, Page 491 to the southwest corner of said City of Georgetown Annexation Ordinance
No. 86 -59, same being a point in the interior of said 396.40 acre tract;
THENCE through the interior of said 396.40 acre tract, in a northerly direction with the
west boundary line of said City of Georgetown Annexation Ordinance No. 86 -59 to the
south right -of -way line of said Ranch Road 2243, same being the south boundary line of
said City of Georgetown Annexation Ordinance No. 2005 -101;
THENCE in a westerly direction with the south right -of -way line of said Ranch Road
2243, the south boundary line of said City of Georgetown Annexation Ordinance No.
2005 -101, in part with the north line of said 396.40 acre tract, the north line of said
1601.61 acre tract recorded in Volume 634, Page 366, the north line of said 40.276 acre
tract recorded in Document No. 9821391 and the north line of said 524.79 acre tract
recorded in Volume 1679, Page 21 to the POINT OF BEGINNING.
This document was prepared under 22 §TAC 663.21, does not reflect the results of an on
the ground survey, and is not to be used to convey or establish interests in real property
except those rights and interests implied or established by the creation or reconfiguration
of the boundary of the political subdivision for which it was prepared.
Exhibit A: Part Two
DESCRIPTION OF CITY OF GEORGETOWN, TEXAS, INDUSTRIAL DISTRICT
AGREEMENT BOUNDARY, PART TWO:
BEING A TRACT OF LAND LOCATED IN THE JOSEPH THOMPSON SURVEY,
ABSTRACT NO. 608 AND THE ISAAC DONAGAN SURVEY, ABSTRACT NO.
178, BEING ALL OF A CALLED 190.40 ACRE TRACT OR PARCEL OF LAND
DESCRIBED IN A WARRANTY DEED, CONVEYED TO TEXAS CRUSHED
STONE COMPANY, RECORDED IN VOLUME 743, PAGE 47 OF THE DEED
RECORDS OF WILLIAMSON COUNTY, TEXAS, BEING A PORTION OF A
CALLED 416.78 ACRE TRACT OR PARCEL OF LAND DESCRIBED IN A DEED,
CONVEYED TO TEXAS CRUSHED STONE COMPANY, RECORDED IN VOLUME
740, PAGE 530 OF THE DEED RECORDS OF WILLIAMSON COUNTY, TEXAS,
BEING A PORTION OF THE REMNANTS OF A CALLED 22.54 ACRE TRACT OR
PARCEL OF LAND DESCRIBED IN A DEED, CONVEYED TO SAM HARRIS AND
WIFE, CLELLIA R. HARRIS, RECORDED IN VOLUME 531, PAGE 795 OF THE
DEED RECORDS OF WILLIAMSON COUNTY, TEXAS, AND BEING A PORTION
OF A CALLED 2.54 ACRE TRACT OR PARCEL OF LAND CONVEYED TO TEXAS
CRUSHED STONE COMPANY, RECORDED IN VOLUME 740, PAGE 534 OF THE
DEED RECORDS OF WILLIAMSON COUNTY, TEXAS, SAID 2.54 ACRE TRACT
OF LAND BEING DESCRIBED IN VOLUME 674, PAGE 803 OF THE DEED
RECORDS OF WILLIAMSON COUNTY, TEXAS. SAID TRACT OF LAND BEING
MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING at a point in the center of the South San Gabriel River, said point being the
northwest corner of said 190.40 acre tract recorded in Volume 743, Page 47, and the
northwest comer of the herein described tract, same being an interior ell corner of a
called 324.00 acre tract or parcel of land described in a Special Warranty Deed, conveyed
to Laredo WO, Ltd., recorded in Document No. 2007014278 of the Official Public
Records of Williamson County, Texas;
THENCE in a easterly direction with the meanders of said South San Gabriel River, the
north boundary line of said 190.40 acre tract and the south boundary line of said 324.00
acre tract passing the easternmost southeast corner of said 324.00 acre tract, and
continuing to the northeast corner of said 190.40 acre tract, same being the northernmost
northwest corner of said 416.78 acre tract recorded in Volume 740, Page 530;
THENCE in an easterly and southerly direction with the northeasterly boundary line of
said 416.78 acre tract and the meanders of said South San Gabriel River to the southwest
corner of a called 307.848 acre tract or parcel of land described in a Warranty Deed with
Vendor's Lien, conveyed to San Gabriel Harvard Limited Partnership, recorded in
Document No. 2002093325 of the Official Public Records of Williamson County, Texas,
same being the southwest comer of the tract of land described in the City of Georgetown
Annexation Ordinance No. 2003 -84;
A- 9
Exhibit A: Part Two
THENCE in an easterly direction with the meanders of said South San Gabriel River, a
north boundary line of said 416.78 acre tract, the south boundary line of said 307.848
acre tract and the south boundary line of said City of Georgetown Annexation Ordinance
No. 2003 -84 to the easternmost northeast corner of said 416.78 acre tract, the easternmost
northeast corner of the herein described tract and the northwest corner of a tract or parcel
of land conveyed to A. C. Weir Ranch, Ltd., recorded in Document No. 2005090431 of
the Official Public Records of Williamson County, Texas, said tract of land being
described as the First Tract, called a 1048.20 acre tract or parcel of land, recorded in
Volume 522, Page 451 of the Deed Records of Williamson County, Texas;
THENCE in a southerly direction with the east boundary line of said 416.78 acre tract
and the west boundary line said 1048.20 acre tract to the northwest corner of said 2.54
acre tract recorded in Volume 740, Page 534, same being an exterior ell corner of said
1048.20 acre tract;
THENCE departing the east boundary line of said 416.78 acre tract in a easterly direction
with a south boundary line of said 1048.20 acre tract and the north boundary line of said
2.54 acre tract, passing the northeast corner of said 2.54 acre tract and continuing in an
easterly direction with the north boundary line of the remnant portion of said 22.54 acre
tract recorded in Volume 531, Page 795, to the northeast corner of said 22.54 acre tract,
same being an interior ell corner of said 1048.20 acre tract;
THENCE in a southerly direction with the east boundary line of the remnant portion of
said 22.54 acre tract and a west boundary line of said 1048.20 acre tract to the north
boundary line of the City of Georgetown Annexation Ordinance No. 2005 -101;
THENCE departing the west boundary line of said 1048.20 acre tract, in a westerly
direction with the north boundary line of said City of Georgetown Annexation Ordinance
No. 2005 -101, crossing the remnant portion of said 22.54 acre tract, the 2.54 acre tract
and the 416.78 acre tract, to the east boundary line of said 416.78 acre tract and the west
boundary line of a called 77.930 acre tract or parcel of land described in a Warranty
Deed, conveyed to The Grady and Rose Barton Real Estate, LP, recorded in Document
No. 2008085977 of the Official Public Records of Williamson County, Texas;
THENCE in a northerly direction with the west boundary line of said 416.78 acre tract
and the east boundary line of said 77.930 acre tract to the southernmost southwest corner
of said 190.40 acre tract, same being an exterior ell corner of said 416.78 acre tract;
THENCE in a northwesterly direction with the south boundary line of said 190.40 acre
tract and a north boundary line of said 77.930 acre tract to the westernmost southwest
corner of said 190.40 acre tract, same being an exterior ell corner of said 77.930 acre tract
and the southeast comer of a called 203.137 acre tract or parcel of land described in a
A-10
Exhibit A: Part Two
Special Warranty Deed. conveyed to Laredo WO Ltd., recorded in Document No.
2007014282 of the Official Public Records of Williamson County, Texas;
THENCE departing the north boundary line of said 77.930 acre tract in a northerly
direction with the west boundary line of said 190.40 acre tract and the east boundary line
of said 203.137 acre tract to the northeast corner of said 203.137 acre tract;
THENCE continuing in a northerly direction with the west line of said 190.40 acre tract
and a east line of said 324.00 acre tract to the POINT OF BEGINNING.
This document was prepared under 22 §TAC 663.21, does not reflect the results of an on
the ground survey, and is not to be used to convey or establish interests in real property
except those rights and interests implied or established by the creation or reconfiguration
of the boundary of the political subdivision for which it was prepared.
Exhibit A
SAVE & EXCEPT
The following describes the 3.182 -acre parcel owned by the Lower Colorado River
Authority (LCRA), WCAD # R344253.
BEING ALL OF A CALLED 3.182 ACRE TRACT OR PARCEL OF LAND
CONVEYED TO LCRA TRANSMISSION SERVICE CORPORATION, RECORDED
IN DOCUMENT NO. 2001088595 OF THE OFFICIAL PUBLIC RECORDS OF
WILLIAMSON COUNTY, TEXAS, SAID 3.182 ACRE TRACT OF LAND BEING
DESCRIBED IN VOLUME 2253, PAGE 189 OF THE OFFICIAL RECORDS OF
WILLIAMSON COUNTY, TEXAS.
OWNER RIGHT-OF-WAY TRACT
,. -
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NOTE: ALL CONCEPTS, DIMENSIONS AND AREAS
SHOWN ARE PRELIMINARY, AND WILL BE FINALIZED 1
- ,
PURSUANT TO THE SURVEY (*SCRIBED IN SECTION
APPARENT PROPERTY LINE 3.1 OF THE ApEEMENT.
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1 :$6
. PROPOSED WATER.
f - , -,t„, ' 400' POND ROW 1.6 A
. 4. . 4' l• 11107 NOR NG: 101946'75.60
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PROPOSED ROADWAY ROW
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TH ' ''',---WATER
EASTING: 3127537.92 WELL
NORTHING: 10194856.36
ROADWAY RIGHT OF WAY • 23.5 ACRES!
WATER DUALITY POND • 1.6 ACRES
XAS CRUSHED STONE COMPANY
CALLED 175.62 AC
VOL. 744, PG. 516
BEARING BASIS: NAD-83(19931,
EXAS CENTRAL (4203), STATE
LANE SYSTEM. THE COORDINATES
OR THIS FILE ARE SURFACE
COORDINATES BASED ON A
INED SURFACE ADJUSTMENT
ACTOR OF 1.00014. VERTICAL
ATUM: NAVD-88.
500 5C
HDR Engineereq.lm
4401 West Cinte AI. FjI(
Actstr Texts 78745
(Firm $754)
EXHIBIT "D - PART 1"
G FORGFTOWN
riNAS
WEIR RIGHT—OF—WAY TRACT
LI
-1.3 ACRE-
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SU dECT TO MODIFICATION
AN RELOCATION IN DESIGN
PH E OF PROJECT.
E4S-tG: 312117.9
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4401 West Gate Rya.
Austin Texas 78745
11-itirr. #(54 1
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EXHIBIT "D - PART 2"
.4 KM
GEOWATOWN
7 IVO
Exhibit "D - Part 3"
Railroad Crossing License
r:r .saB
GE(.)RC ;F IOWN
TEXAS
0 200 400
Feet
10195059.67
l Easting: 3128583.61
Proposed Roadway
Row Northing:
_._. --
Northing: 10195078.93
Easting: 3128682.68
4. IV
, Railroad Crossing 9 License
— — - Proposed ROW
EXHIBIT E
To Industrial District Agreement
T.C.S. PROPERTY
PURC;EtASED FROM
J.R.BARNS
L
o GRR
PROPERTY
DATE:
EXHIBIT F
To Industrial District Agreement
TEXAS CRUSHED STONE COMPANY AND
GEORGETOWN RAILROAD COMPANY, INC.
RIGHT OF ENTRY FOR LAND SURVEYING ONLY
OWNER: Texas Crushed Stone Company Georgetown Railroad Company, Inc.
P.O. Box 1000 P.O. Box 529
Georgetown, TX 78627 -1000 Georgetown, TX 78627 -529
PROPERTY: Certain tracts, pieces or parcels of land situated in Williamson County, Texas
described in Exhibit A.
PROJECT: Georgetown Inner Loop between IH 35 and FM 2243.
OWNER, in consideration of the promises made herein, hereby grants and demises to the City of
Georgetown, Williamson County, Texas (the "CITY ") and its authorized agents the right and
privilege to enter the PROPERTY only for the purpose of conducting work on, over and across
the PROPERTY to measure the land and ascertain the boundaries of the PROPERTY required
for the PROJECT. No other surveys, investigations, or studies are authorized under this Right of
Entry.
This right of entry is personal to the CITY, is not assignable, and any attempt to assign this Right
of Entry will terminate the privileges granted to the CITY hereunder.
It is agreed that in the use of the PROPERTY, the CITY is acting independently and not as an
agent, employee, or representative of OWNER. The CITY AND ITS AGENTS SHALL
INDEMNIFY AND HOLD HARMLESS OWNER FROM AND AGAINST ANY AND ALL
CLAIMS, DEMANDS, LOSSES, OR LIABILITIES OF ANY KIND OR NATURE, WHICH
OWNER MAY SUSTAIN OR INCUR OR WHICH MAY BE IMPOSED UPON OWNER FOR
INJURY TO OR DEATH OF ANY PERSON, OR DAMAGE TO PROPERTY AS A RESULT,
ARISING OUT OF, OR IN ANY MANNER CONNECTED WITH THIS RIGHT OF ENTRY
OR WITH THE USE OF THE PROPERTY BY THE CITY.
The CITY, by acceptance of this Right of Entry agrees, after completing any work on the
PROPERTY, to restore the surface of the PROPERTY, as nearly as possible, to the condition in
which such property was found immediately before work was undertaken.
This Right of Entry commences and terminates no later than December 31,
2012. This Right of Entry is for up to 10 hours per day within the specified period. The CITY
Right of Entry for Surveying Page 1
20801010 \16568.6
shall provide written notice to OWNER at least 48 hours prior to entry on the PROPERTY.
OWNER may escort the CITY and its agents while on the PROPERTY.
THIS RIGHT OF ENTRY CONTAINS INDEMNITY PROVISIONS.
ACCEPTED BY: CITY OF GEORGETOWN
DATE:
OWNER:
Before signing, insert a separate signature
block for Texas Crushed Stone Company and a
separate signature block for Georgetown
Railroad Company, Inc.
DATE:
Exhibits to be attached before signing:
Exhibit A — Description of the Property (Limited to Industrial District Agreement Exhibit D)
Right of Entry for Surveying Page 2
2080\010 \16568.6
EXHIBIT G
To Industrial District Agreement
SPECIAL WARRANTY DEED
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
WHEREAS, reference is made to that certain Industrial District Agreement (the
"Agreement ") effective March 31, 2011, by and among Texas Crushed Stone Company
(hereinafter referred to as "Grantor "), whose mailing address is P.O. Box 1000, Georgetown,
Texas 78627, Georgetown Railroad Company, and the City of Georgetown ( "hereinafter referred
to as "Grantee "), whose mailing address is P. O. Box 409, Georgetown, Texas 78627;
NOW, THEREFORE, in accordance with the terms of the Agreement, Grantor, subject to
the reservations, exceptions and limitations herein, hereby gives, donates and conveys to Grantee
for a term commencing on the date hereof and ending March 31, 2026 (said term being referred
to herein as the "Primary Term ") and so long thereafter as the Southwest Bypass Road (as
defined in the Agreement) is used, maintained, and open to the public for vehicular traffic, all of
the following described property located in Williamson County, Texas:
Those certain strips or parcels of land described in Exhibit A as the "Right -of -way
Tracts ", including that portion described as the "Barnes ROW Tract," together with all
fixtures and improvements thereon;
provided, however, this grant is of a determinable interest, and Grantor retains and reserves the
reversionary interest. If the Southwest Bypass Road is not constructed during the Primary Term
or is not being used, maintained, and open to the public for vehicular traffic at the end of the
Primary Term, or upon cessation of use and maintenance of the Southwest Bypass Road for such
vehicular traffic at any time after the end of the Primary Term, the interest of Grantee terminates
and reverts to Grantor (automatically, and without need of reentry or other action by Grantor).
Upon termination of Grantee's interest, Grantee upon request shall execute and deliver to
Grantor an instrument in recordable form acknowledging that its interest has terminated.
Grantor reserves exclusive possession of the Right -of -way Tracts for the period from the
date hereof until December 31, 2016 (said period being herein referred to as the "Stone Removal
Period ") for all lawful purposes (including, but not limited to, use as a rock quarry and the
related uses set forth in Section 2.1(a)(i) through (vi) of the Agreement). The foregoing
notwithstanding, Grantee may take possession of the Barnes ROW Tract as early as December
31, 2012, by giving Grantor 150 days advance written notice that Grantee intends to commence
construction of the road on said property; provided, however, until Grantee takes possession of
the Barnes ROW Tract and demolishes the home on that property, Grantor may, at its option and
at its sole risk and expense, occupy the home and salvage all or any part of the home; and
provided further, if Grantee does not actually commence construction of the road on said
property within thirty -five (35) days after such 150 -day period, Grantor may resume possession
until such time as Grantee, after providing a new 150 -day notice, complies with the requirements
for commencement of construction within thirty -five (35) days after the end of such 150 -day
period. For purposes of this paragraph and the following paragraph, commencement of
construction requires, at a minimum, that grading of the Barnes ROW Tract must be
commenced.
Grantor excepts and reserves all rock and limestone on, in and under the Right -of -way
Tracts, together with the right to quarry and mine (including by surface - destructive methods),
and remove and own the same, for the term of the Stone Removal Period. Grantor excepts and
reserves all rock and limestone on, in and under the Barnes ROW Tract, together with the right
to quarry and mine (including by surface - destructive methods), and remove and own the same,
until the earlier to occur of (a) the expiration of the Stone Removal Period or (b) Grantee's
commencement of construction on the Barnes ROW Tract.
Grantor excepts and reserves all water and all oil, gas and other minerals in and under the
Right -of -way Tracts. Grantor waives all rights of ingress and egress upon the surface of the
Right -of -way Tracts for the purpose of exploring, developing, mining or drilling for the same;
provided, however, Grantor reserves the right, exercisable at any time, to conduct operations for
exploration and recovery of water and oil, gas and other minerals from beneath the surface of the
Right -of -way Tracts so long as all surface operations in connection therewith are conducted from
a location outside the boundaries of the Right -of -way Tracts and upon the condition that none of
such operations shall be conducted so near the surface of the Right -of -way Tracts as to interfere
with the intended use thereof.
Grantor shall not have any duty to restore to original grade the surface of the Right -of-
way Tracts, and Grantee takes possession of the Right -of -way Tracts "AS IS" as of the end of the
Stone Removal Period (or, in the case of the Barnes ROW Tract, such earlier date as may be
applicable as provided above).
This conveyance is made by Grantor and accepted by Grantee subject to the following
matters:
(a) the use by Grantee of the Right -of -way Tracts is hereby restricted and limited to right -
of -way for the road thereon and utilities that serve Grantor's property or provides a
necessary loop or connection for adjacent utility facilities;
(b) those portions of the Right -of -way Tracts designated for use as a water quality or
detention pond are hereby restricted and limited to use for runoff from the road on the
Right -of -way Tracts;
(c) the use by Grantee of the Right -of -way Tracts is limited by the restrictions and
conditions of the Agreement (including, without limitation, Section 3.2); and
Special Warranty Deed Page 2
id20801010\16685.8
(d) the following, to the extent the same are valid and enforceable: any and all other
restrictions, covenants, conditions, easements and licenses, rights of way, licenses
affecting or relating to the above described property.
The restrictions in (a) and (b) and (c) are imposed for the benefit of portions of the
Property (as defined in the Agreement) other than the Right -of -Way Tract and for subsequent
owners of the same or any part thereof.
Grantor binds itself and its successors to warrant and forever defend, all and singular, the
above described interests in the Right -of -way Tracts, subject to the limitations, exceptions,
reservations and other matters above, to Grantee and Grantee's successors and assigns, against
every person whomsoever lawfully claiming or to claim the same, or any part thereof, when the
claim is by, through or under Grantor, but not otherwise.
Grantee expressly agrees to perform and comply with all of the covenants and conditions
(collectively, the "Southwest Bypass Road Conditions ") set forth in Exhibit B hereto, and the
same are hereby incorporated herein by reference. The Southwest Bypass Road Conditions are
covenants running with the land.
Grantee agrees that in the event of any breach, violation, or failure to comply with the
terms, conditions and restrictions hereof, in addition to other remedies that may be available to
Grantor at law or in equity, Grantor shall be entitled to immediate injunctive relief and
mandamus, to specific performance, and, to the maximum extent permitted by law, to actual
damages (but excluding special or consequential damages) and recovery of reasonable attorneys
fees. Grantee agrees and stipulates that the damages that will be suffered by Grantor as a result
of any breach of the terms, conditions and restrictions hereof are difficult to calculate at this
time. Grantee further agrees and stipulates that a breach of the terms, conditions and restrictions
hereof will result in immediate and irreparable harm. Accordingly, Grantee agrees and stipulates
that in the event of a threatened breach of the terms, conditions and restrictions hereof, Grantor
will be entitled, as a matter of law, to have a temporary restraining order, preliminary injunction,
and a permanent injunction issued and entered immediately by any court with jurisdiction over
such claims.
EXECUTED this ._ day of , 20 .
GRANTOR:
Texas Crushed Stone Company
By:
Name:
Title:
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
Special Warranty Deed Page 3
2080 \010 \16685.8
This instrument was acknowledged before me on this _ day of , 20_,
by of Texas Crushed Stone Company, a Texas
corporation, and acknowledged to me that he/she executed the same for the purposes and
consideration therein expressed on behalf of said corporation.
Notary Public in and for the State of Texas
AGREED TO AND ACCEPTED BY:
City of : rgetow
By:
Name:
Title:
THE STATE OF TEXAS
§
COUNTY OF WILLIAMSON §
This instrument was acknowledged before me on this day of , 20_,
by of the City of Georgetown, a home -rule
municipal corporation, and acknowledged to me that he /she executed the same for the purposes
and consideration therein expressed on behalf of said municipality.
Notary Public in and for the State of Texas
AFTER RECORDING RETURN TO:
City of Georgetown
P.O. Box 409
Georgetown, Texas 78627
Attn: City Manager
Exhibits to be attached before signing:
Exhibit A — Description of the Right of Way Tracts (in accordance with Section 3.1 of the
Agreement).
Exhibit B — Southwest Bypass Road Conditions (consisting of those pertinent conditions,
restrictions and covenants of Sections 3.2 and 3.3 of the Agreement that are not contained in the
body of the Special Warranty Deed).
Special Warranty Deed Page 4
2080 \010\16685.8
EXHIBIT H
To Industrial District Agreement
CITY OF GEORGETOWN
RAILROAD CROSSING LICENSE
This Railroad Crossing License (this "License ") is executed by the City of Georgetown,
Williamson County, Texas (the "City ") and Georgetown Railroad Company, Inc., a Texas
corporation ( "GRR "), to be effective , 20_ (the "Effective Date ").
WITNESSETH
WHEREAS, Williamson County, Texas (the "County ") and the City propose to construct
the portion of the Georgetown Inner Loop between IH 35 and FM 2243 along the route and
general alignment shown on Exhibit A (the "Southwest Bypass Road ");
WHEREAS, the City and the County propose to construct the Southwest Bypass Road
across GRR's tracks;
WHEREAS, in conjunction with construction of the Southwest Bypass Road, it will be
necessary for the City and the County to construct a grade - separated crossing at the point of
intersection with GRR's property and to provide access under or over such road;
WHEREAS, pursuant to that certain Industrial District Agreement between the City,
GRR and Texas Crushed Stone Company effective March 31, 2011, GRR has agreed to license
to the City that portion of GRR's property required for the Southwest Bypass Road described in
Exhibit B (the "GRR License Tract ") to the City, provided certain conditions are met; and
WHEREAS, construction of the Southwest Bypass Road shall be performed at no
expense to GRR.
AGREEMENT
NOW THEREFORE, in consideration of the premises and of mutual covenants and
agreements of the parties hereto, the parties agree as follows:
1. LICENSE AND PERMISSION.
a. GRR hereby gives to the City license and permission for construction,
operation, maintenance, reconstruction, replacement, upgrade, inspection, and repair of the
Southwest Bypass Road across the GRR License Tract (the "Project "), subject to the following
conditions (collectively, the "Southwest Bypass Conditions "):
(i) The Georgetown Inner Loop shall be constructed from State Highway 130
at its point of intersection with County Road 104 East of Georgetown to State Highway
29 West of Georgetown, along the route and general alignment shown on Exhibit A.
Railroad Crossing License Page 1
2080\010\16566 8
(ii) The Southwest Bypass Road shall be constructed as part of a road system
meeting the American Association of State Highway and Transportation Officials
(AASHTO) Policy of Geometric Design of Highways and Streets (a.k.a., the "Green
Book ") standards.
(iii) The Southwest Bypass Road shall be constructed with a grade separated
crossing at its point of intersection with the GRR License Tract.
b. The license and permission given pursuant to this License shall not
prevent GRR from operating its trains or multiplying or changing its tracks across the GRR
License Tract or over or under any grade separated crossing contemplated hereby.
c. No legal right which GRR now has to reconstruct, maintain, and operate
its existing track and appurtenances or to construct, maintain, and operate additional track and
appurtenances upon and across the GRR License Tract shall in any way be affected by the giving
of this License.
d. Use by the City of the GRR License Tract for any use other than the
Project is prohibited. In the event that the GRR License Tract or any portion thereof ceases to be
used for the Project, this License shall immediately cease and terminate as to the portion of the
GRR License Tract so abandoned. Further, this License shall immediately cease and terminate,
in its entirety, if all of the Southwest Bypass Road Conditions are not satisfied by midnight on
March 31, 2026.
e. Notwithstanding anything to the contrary, GRR reserves all of the water,
oil, gas, and other minerals in and under the GRR License Tract. GRR waives all rights of ingress
and egress to the surface of the GRR License Tract for the purpose of exploring, developing,
mining or drilling for the same; provided, however, that operations for exploration or recovery of
any such minerals and water shall be permissible so long as all surface operations in connection
therewith are located at a point outside the GRR License Tract and upon the condition that none
of such operations shall be conducted so near the surface of said land as to interfere with the
intended use thereof for the Southwest Bypass Road.
f. All utilities, if any, required for the Project and constructed by the City
within the GRR License Tract shall be below grade. The City shall construct utilities in
accordance with the construction plans attached as Exhibit C (hereafter defined).
g. The City shall cause the Project to conform to the then - current American
Railway Engineering and Maintenance -of -Way Association (AREMA) specifications and best
practices.
h. The City agrees to provide a proposed Safety Plan ( "Safety Plan") to GRR
at least two weeks prior to commencement of any work within the GRR License Tract in
connection with the Project. GRR shall expeditiously review the proposed Safety Plan to confirm
that the proposed plan does not interfere with railroad operations or create safety risks and, if
necessary, provide comments to the City. The Safety Plan shall incorporate any additional
protective services, devices and structures as GRR may reasonably deem necessary in order to
promote the safety of GRR's operations, employees and property during or incident to the
Railroad Crossing License Page 2
2080\010 \16566.8
installation of the Project within the GRR License Tract. The City and GRR shall agree on the
final Safety Plan before commencement of any work within the GRR License Tract. The City's
approval of the Safety Plan may not be unreasonably withheld. The Safety Plan shall require the
City to notify GRR at least two weeks prior to commencement of work on the Project, and shall
address proper procedures to be followed in the event of an accident during construction of the
Project. All of the City's contractors and assigns shall be briefed on the Safety Plan before
commencement of the Project and shall be required to comply with the Safety Plan.
i. The City shall pay and bear the cost of anything herein required pursuant
to the Safety Plan. Performance by GRR of work required by the Safety Plan does not relieve the
City of the City's obligation to pay and bear the cost of such work. No provisions of this section
or approval by GRR of any of the City's undertakings shall relieve the City of any responsibility
or liability for claims, suits, damages, costs (including attorneys' fees), losses and expenses in any
manner resulting from or arising out of or in connection with the Project. Nothing herein shall be
construed, however, as the City having waived any available defenses to said claims, suits,
damages, losses or expenses.
j. From the Effective Date of this License until midnight on December 31,
2016, GRR reserves exclusive possession of the GRR License Tract.
k. GRR will not be required to participate in the cost of the Project.
2. PLANS, CONSTRUCTION, and MAINTENANCE
a. In order to provide for the safety of rail traffic, GRR may provide, at
City's expense, flaggers during the period of performance of work related to the Project. The
City shall give GRR's Superintendent of Transportation at least ten (10) days written notice prior
to commencement of any flagging work hereunder. Provision of this service by GRR shall not
relieve the City of any responsibility or liability.
b. The City agrees to prepare plans and specifications for the Project, subject
to approval by GRR. Said plans and specifications, after having been approved in writing by the
City and GRR, are hereby adopted as plans and specifications for the Project and shall be marked
Exhibit C and made a part hereof. No changes on Exhibit C shall be made without written
approval by the City and GRR. Approvals required by this Section 2.b shall not be unreasonably
withheld and shall be provided within 30 business days after plan submittal.
c. The City shall furnish material for and perform work in connection with
the Project in accordance with the approved plans and specifications. The City shall construct
the Project across the GRR License Tract as shown on the plans and in accordance with
approved specifications. Upon completion of the construction activities, the City shall maintain
or arrange for the maintenance of such facilities.
d. Unless otherwise agreed in writing by GRR and the City, GRR shall, at
the City's sole cost, make such changes or alterations in the tracks, communication and signal
pole and wire lines, pipe sewer and drainage, or other facilities or buildings located upon the
GRR License Tract which may be displaced by the construction of the Project, as may be
necessary to maintain continuous service and to restore such facilities to their former condition.
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GRR shall prepare a written cost estimate for the alteration of such facilities, subject to approval
by the City, which shall not be unreasonably withheld. GRR shall also include flagging costs
pursuant to Section 2(a) in the estimate. The City shall reimburse GRR for such expenses within
thirty (30) days after receipt of each invoice from GRR.
e. The City assumes the entire responsibility for the construction,
maintenance and use of the Project upon the GRR License Tract, and nothing contained herein
shall ever be construed to place upon GRR any manner of liability for injury to or death of
persons, or for damage to or loss of property arising from or in any manner connected with the
Project.
f. GRR, under terms of this License, gives the City permission to enter the
GRR License Tract to perform routine maintenance and/or emergency work required in
connection with the Project.
3. INSURANCE.
The contract or contracts to be let by the City for the construction of the work to be undertaken
hereunder shall provide:
a. Comprehensive General Liability Insurance Policy. The City's contractor
shall furnish evidence to the City that, with respect to the operations the
contractor performs, the contractor carries a Standard Comprehensive General
Liability Insurance Policy providing limits of not less than two million dollars
($2,000,000) for bodily injury and property damage per occurrence, and not less
than two million dollars ($2,000,000) aggregate for all occurrences. If any part of
the work is sublet, similar insurance shall be provided by or on behalf of the
subcontractors to cover their operations.
b. Contractors' Protective Liability Insurance. The City's contractor shall
furnish evidence to the City that, with respect to the operations performed for the
contractor by subcontractors, the contractor carries on his own behalf a
Contractors' Protective Liability Insurance Policy providing for a limit of not less
than two million dollars ($2,000,000) for bodily injury and property damage per
occurrence, and not less than two million dollars (S2,000,000) aggregate for all
occurrences.
c. Railroad Protective Liability Insurance (which includes Bodily Injury.
Property Damage, and Physical Damage Insurance). The City's contractor shall
furnish an original policy to the City for and on behalf of GRR which, with
respect to the operations the contractor or any subcontractors perform, provides
the Standard Railroad Protective Liability Insurance Policy with a limit of not less
than two million dollars ($2,000,000) for bodily injury, property damage and
physical damage to property, and not less than six million dollars ($6,000,000)
aggregate for all occurrences.
d. General. The insurance specified in paragraphs (a) and (b) shall be carried
until all work required to be performed under the terms of the contract is
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satisfactorily completed as evidenced by formal acceptance by the City. The
insurance specified in paragraph (c) above shall be carried until all work
performed on the GRR License Tract in connection with the Project has been
completed.
4. RESPONSIBLE FOR ITS OWN ACTIONS. The parties hereto acknowledge
that they are not an agent, servant, or employee of the other party and are responsible for their
own acts and deeds and for those of their agents and employees in connection with the Project.
5. PROTECTION OF FIBER OPTIC CABLE SYSTEMS. Fiber optic cable
systems may be buried on the GRR License Tract. Protection of the fiber optic cable systems is
of extreme importance since any break could disrupt service to users resulting in business
interruption and loss of revenue and profits. The City and/or its contractor shall telephone
Universal Texas at (800) 545 -6005 (a 24 -hour number) to determine if fiber optic cable is buried
anywhere on GRR's premises to be used by the City. If it is, the City and/or its contractor will
telephone the telecommunications company(ies) involved, arrange for a cable locator, and make
arrangements for relocation or other protection of the fiber optic cable prior to beginning any
work on the GRR License Tract.
6. LIMITED ACCESS.
a. The City and/or its contractor hereby agrees that it will keep its
employees, contractors, material, and machinery within the GRR License Tract unless otherwise
agreed to by GRR and the City in writing.
b. The City hereby agrees that the City and its contractor will keep their
employees, material, and machinery at least twenty -five (25) feet from the centerline of GRR's
nearest track.
7. TERM. This License will be in effect as of the Effective Date until March 31,
2026, and so long thereafter as the roadway constructed between IH 35 and FM 2243 is used,
maintained, and open to the public for vehicular access, unless earlier terminated in accordance
with Section 1(d).
8. TRANSFER. The City shall not assign this License, in whole or in part, or any
rights herein granted, without the written consent of GRR. Any transfer or assignment of this
License or any of the rights herein granted, whether voluntary, by operation of law, or otherwise,
without GRR's written consent shall be absolutely void and, GRR, at its option, may terminate
this License.
9. USE OF PROPERTY BY GRR. This license and permission is granted solely for
the purposes of construction and maintenance of the Project by the City, at its sole cost and
expense, in accordance with the plans to be attached as Exhibit C and is expressly subject and
subordinate to the present and future rights of GRR, its successors, assignees, lessees, grantees
and licensees to maintain, use, operate, and renew on, beneath, or above the surface of the GRR
License Tract any telephone, telegraph, power, communication, or signal lines, poles and/or
appurtenances, fiber optic communications, tracks, roadways, pipelines, structures,
improvements or facilities of similar or different character, as now located, and to construct,
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install, establish and thereafter maintain, use, operate, and to renew on, beneath, or above the
surface of the GRR License Tract, any or all said things, provided the same do not materially
interfere with the City's use of the GRR License Tract as hereinabove provided.
10. NOTIFICATION. The City agrees to notify GRR in writing when all work on the
GRR License Tract is complete.
11. REMEDIES. The City agrees that in the event of any breach, violation, or failure
to comply with the terms, conditions and restrictions hereof, in addition to other remedies that
may be available to GRR at law or in equity, GRR shall be entitled to immediate injunctive relief
and mandamus, to specific performance, and, to the maximum extent permitted by law, to actual
damages (but excluding special or consequential damages) and recovery of reasonable attorneys
fees. The City agrees and stipulates that the damages that will be suffered by GRR as a result of
any breach of the terms, conditions and restrictions hereof are difficult to calculate at this time.
The City further agrees and stipulates that a breach of the terms, conditions and restrictions
hereof will result in immediate and irreparable harm. Accordingly, the City agrees and stipulates
that in the event of a threatened breach of the terms, conditions and restrictions hereof, GRR will
be entitled, as a matter of law, to have a temporary restraining order, preliminary injunction, and
a permanent injunction issued and entered immediately by any court with jurisdiction over such
claims.
IN WITNESS WHEREOF, the City and GRR have executed duplicate counterparts of this
License on the dates indicated below.
CITY OF GEORGETOWN
By:
Title:
Date:
GEORGETOWN RAILROAD COMPANY, INC.
By: Date:
William B. Snead,
Chairman of the Board
Notices:
For the purposes of this License, all notices, correspondence, and other documentation shall be
mailed to the following addresses:
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For the City of Georgetown, Texas
For Georgetown Railroad Company, Inc.
The City of Georgetown
P.O. Box 409
Georgetown, TX 78627
Attn: City Manager
Georgetown Railroad Company, Inc.
P.O. Box 529
Georgetown, TX 78627 -529
Attn: W.B. Snead, Chairman of the Board
Exhibits to be attached before signing:
Exhibit A — Southwest Bypass Road (Industrial District Agreement Exhibit C)
Exhibit B — GRR License Tract (in accordance with Section 3.1 of the Industrial District
Agreement)
Exhibit to be attached upon approval pursuant to Section 2(b) of this License
Exhibit C — Plans and Specifications
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