HomeMy WebLinkAboutEasement Agreement Bill & Return to:
Uni,/ersity Title Company Doc 2,_= X10:. i'a
P.G. Drawer DT 00961313 DR. 7944 201,,
College Station, Texas OD
7841
GF# W O3S- PRE-DEVELOPMENT AND EASEMENT AGREEMENT
This Pre-Development and Easement Agreement(this"Agreement")is made and entered into
by and between Creek Meadows Partners, L.P., a Texas limited partnership (herein referred to as
"Creek Meadows"), and E. Hubbard Kennady Family Limited Partnership, a Texas limited
partnership (hereinafter referred to as "Kennady").
WITNESSETH:
WHEREAS, Creek Meadows is the fee simple owner of that certain tract or parcel of land
situated in Brazos County,Texas,more particularly described as a 22.418 acre parcel of land in the
Andrew McMahon Survey,A-167,Brazos County, Texas, as described in deed to Creek Meadows
recorded in Volume 7633, Page 239, Official Records, Brazos County, Texas, save and except the
Kennady Parcel defined below(hereinafter referred to as the "Creek Meadows Parcel"); and
WHEREAS,Kennady is the fee simple owner of that certain tract or parcel of land situated
in Brazos County,Texas,more particularly described on Exhibit"A"attached hereto and made a part
hereof for all purposes (hereinafter referred to as the "Kennady Parcel"); and
WHEREAS, the Creek Meadows Parcel and the Kennady Parcel (each, a "Parcel" and
collectively,the"Parcels")are shown on the site plan attached hereto as Exhibit"B"and made a part
hereof for all purposes (the"Site Plan"); and
WHEREAS, Creek Meadows desires to grant to Kennady certain easements as hereinafter
set forth,and Kennady desires to agree to certain terms and considerations related to such easements;
NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars
($10.00), the mutual benefits accruing to the parties hereto, and other good and valuable
consideration,the receipt and sufficiency of which are hereby acknowledged,the following grants,
agreements, and covenants are hereby made by and between the parties.
1. Easements on Creek Meadows Parcel. Creek Meadows does hereby grant,bargain,
sell and convey the following easements to Kennady and all future fee simple owners of the Kennady
Parcel for the benefit of the Kennady Parcel:
(a) Drainage Easement. (i) A perpetual and non-exclusive easement for the use,
construction,installation,repair and maintenance of certain areas and facilities located on the Creek
Meadows Parcel intended for utilization as on-site drainage, including, but not limited to, piping,
ditches, detention pond and any structures associated with such on-site drainage including,without
limitation, the portion of the Creek Meadows Parcel to be designated as the "Detention Area" (all
of the foregoing drainage related features are collectively hereinafter referred to as the "Drainage
Facilities") and (ii) a perpetual and non-exclusive easement to discharge and/or runoff from the
Doc Bi-: Vol Pg
00961311 OR 7944 209
Kennady Parcel over, on, under and across the Creek Meadows Parcel, utilizing the Drainage
Facilities for the collection and discharge of such storm drainage and/or runoff. The location and
surface area size of the Detention Area shall be determined in Creek Meadows' sole and absolute
discretion.
(b) Temporary Drainage Construction Easement. A non-exclusive temporary
construction easement in, to, on, over, upon and across the Creek Meadows Parcel for the initial
construction and installation of Kennady's connection to the Drainage Facilities and related
improvements. The easement granted under this Section 1(b) is a temporary easement and will
expire on the date which is the earlier to occur of (i) the date on which the construction and
installation of Kennady's connection to the Drainage Facilities and related improvements have been
completed or (ii) the date that is forty-eight (48) months from the date this Agreement is fully
executed by the parties hereto.
Kennady's use of such easements granted above shall not be exclusive,but shall be in common with
Creek Meadows and Creek Meadows' successors, assigns, invitees, licensees, tenants, agents,
employees,and such other and further grantees of easements,licenses and rights over and across the
easement areas described above as may from time to time exist.
2. Construction of Drainage Facilities. On or before the date that is forty-eight (48
months from the date this Agreement is fully executed by the parties hereto, Creek Meadows shall,
at Creek Meadow's sole cost and expense,complete the construction of the Drainage Facilities(such
construction being hereinafter collectively referred to as the"Work"). Prior to commencement of
the Work,however,Creek Meadows shall give written notice to Kennady(the"Notice")that Creek
Meadows is ready to proceed with the Work,and Kennady shall,within 30 days after the date of the
Notice,engage engineers of Kennady's choice for the purpose of designing Kennady's site plans and
drainage requirements for the Kennady Parcel. Within 90 days after the date of the Notice,Kennady
shall provide Creek Meadows and its engineers with a drainage plan for the Kennady Parcel, so that
Creek Meadows and its engineers can design and construct the Drainage Facilities to accommodate
Kennady's use under this agreement. The drainage plan presented by Kennady shall require Creek
Meadow's consent,which shall not be unreasonably withheld.
Kennady shall bear all expense related to the engineering design of Kennady's drainage plan.
Kennady shall also pay all material and construction costs required to discharge drainage outflow
from the Kennady Parcel to the Drainage Facilities, including, without limitation, the cost of
constricting a pipeline to connect to the Drainage Facilities. Creek Meadows covenants that it will
design and construct Drainage Facilities which will limit the distance for which pipelines must be
constructed by Kennady to 200 feet(or less, at Creek Meadows' discretion).
3. Maintenance of Drainage Facilities. The parties shall cooperate with each other in
good faith with respect to such maintenance and repair and to the extent reasonably possible
coordinate such repair and maintenance. The Drainage Facilities will be deemed to benefit each of
the Parcels. The fee simple owner of the Kennady Parcel will be responsible for the cost of
Pre-Development and Easement Agreement between Creek Meadows Partners, L.P. and
E.Hubbard Kennady,Family Limited Partnership Page 2
Dor Bl. VolPs
00941311 DR 7944 210
maintenance and repair of Kennady's drainage pipelines within the Drainage Facilities and Creek
Meadows, or any property owner's association to whom it assigns its rights and oversight, shall be
responsible for the cost of maintenance and repair of the rest of the Drainage Facilities. Kennady
shall have no further obligation for maintenance or repairs of the Detention Areas.
4. Default. If there is a failure by either party to perform,fulfill or observe any covenant
contained within this Agreement which continues beyond the Cure Period(hereinafter defined),the
non-defaulting party may,at its option,cure such failure or breach on behalf of the defaulting party.
As used in this paragraph, "Cure Period" shall mean thirty (30) days after written notice to the
defaulting party specifying such failure; provided, however, if such failure cannot reasonably be
cured within thirty(30)days,the defaulting party shall be entitled to a reasonable time within which
to cure such failure so long as the defaulting party commences to cure same within such thirty(30)
day period and diligently completes such cure in all events not later than ninety(90)days following
receipt of written notice of such default. Any reasonable amount which the non-defaulting party
shall expend for the purpose of curing the failure or breach of the defaulting party shall be paid by
the defaulting party to the non-defaulting party, within thirty (30) days of delivery of its invoice
together with interest at the lesser of (i) the rate of eight percent (8%) per annum, or (ii) the
maximum non-usurious rate of interest allowed by applicable law,from the date of the expenditure
to the date of payment in full. Nothing in this document creates a lien on either Parcel.
5. Notices. All notices,demands and requests which may be given or which are required
to be given by either party to the other shall be in writing and shall be given by being either: (i) sent,
by certified or registered mail, return receipt requested, addressed to the intended recipient at the
address specified on the signature pages hereof; (ii) delivered in person to the address set forth on
the signature page hereof for the party to whom the notice was given; or (iii) deposited into the
custody of a nationally recognized overnight delivery service such as Federal Express,addressed to
such party at the address specified on the signature page hereof. Notices shall be effective on the
date of delivery or receipt, or if delivery is not accepted, on the earlier of(a)the date that delivery
is refused or(b)three(3)days after the notice is mailed by certified or registered mail or one(1)day
after the notice is deposited into the custody of such overnight delivery service. For purposes hereof,
the addresses of the parties for all notices are as set forth on the signature pages hereof(unless
changes by similar notice in writing given by the particular person whose address is to be changed).
6. Remedies. No breach of this Agreement shall entitle either party to cancel,rescind,
or otherwise terminate the easements granted herein, but such limitation shall not affect, in any
manner,any other rights or remedies which the parties may have hereunder by reason of any breach
of this Agreement.
7. Further Assurances. Each of the parties agrees to cooperate with each other in good
faith in connection with the development, operation and maintenance of the Parcels, and agrees to
execute and deliver any additional documents and instruments and to perform any additional acts
necessary or appropriate to perform the terms,provisions and conditions of this Agreement and all
transactions contemplated by this Agreement.
Pre-Development and Easement Agreement between Creek Meadows Partners,L.P. and
E.Hubbard Kennady,Family Limited Partnership Page 3
Vol� l P
Doi �:r; G
0096131.1. OR 7944 211
8. No Dedication. Nothing herein contained shall be deemed to be a gift or dedication
of any portion of the easements granted herein to the general public or for any public purpose
whatsoever, it being the intention of the parties that this Agreement shall be strictly limited to and
for the purposes herein expressed.
9. Platting. The Creek Meadows Parcel and the Kennady Parcel have not been platted
as subdivided tracts with any governmental authority. The parties agree that the responsibilities and
cost of platting the Parcels shall be Creek Meadows',to be performed at a time in Creek Meadows'
discretion within 48 months from date hereof. Kennady agrees to cooperate in good faith in
executing plats as requested by Creek Meadows. Notwithstanding the above,Kennady can also elect
to plat before the 48 months at his discretion and cost, as long as he completes his grading plan at
the time of platting,and Creek Meadows will agree to cooperate in good faith in executing plats as
requested by Kennady.
10. Non-Recourse. There shall be no personal liability on the part of any party, or any
partner,shareholder,officer,director,or agent of any party,for their performance of any obligations
hereunder.
11. Duration and Binding Effect. Except as otherwise provided herein,the easements and
restrictions created by this Agreement are intended to be perpetual unless this Agreement is
modified, amended, canceled or terminated by the written consent of all of the then record owners
of the Creek Meadows Parcel and all of the then record owners of the Kennady Parcel. All
provisions of this instrument, including the benefits and burdens, shall run with the land and be
binding upon the inure to the benefit of the heirs, personal representatives, successors and assigns
of the parties hereto.
12. Amendments. This Agreement may only be amended by an instrument signed by all
of the then record fee simple owners of the Kennady Parcel and all of the then record fee simple
owners of the Creek Meadows Parcel. Any termination or amendment of this Agreement must be
properly recorded.
13. Matters of Record. The easements granted herein are subject to all existing
covenants, agreements, easements, encumbrances and restrictions of record and any facts which an
accurate survey would show.
14. Section Headings. Section headings,where used herein,are inserted for convenience
only and are not intended to be a part of this Agreement or in an way to define, limit or describe the
particular sections to which they refer.
15. Invalidation. If any provision of this Agreement is held to be invalid by any court,
the invalidity of such provision shall not affect the validity of the remaining provisions hereof, and
all remaining provisions shall continue unimpaired, in full force and effect.
Pre-Development and Easement Agreement between Creek Meadows Partners,L . and
E. Hubbard Kennady,Family Limited Partnership Page 4
Goy_ $i<. Vol 1`w
00961311. DR 7944 21
16. Applicable Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Texas.
17. Counterparts. This Agreement may be executed in any number of counterparts with
the same effect as if all signatories had signed the same document. All counterparts will be
construed together and will constitute one and the same instrument.
[signatures on the following pages]
•
Pre-Development and Easement Agreement between Creek Meadows Partners,L.P. and
E.Hubbard Kennady,Family Limited Partnership Page 5
Goy_ 2k Vol P9
• 00961311 OR 7944 213
EXECUTED effective as of the ' day of , 2007.
CREEK MEADOWS:
CREEK MEADOWS PARTNERS, L.P., a
Texas limited partnership, acted for by its
general partner,Baker&Carnes Management,
L.L.C.
By: 1 V
bine:
Tod• Carnes
Title: M.Z. -m1'
By: f' , -
Name: Pat Baker
Title: Managing Member
Address for Notice:
Creek Meadows Partners, L.P.
6c4-4-4Ars.) Irl -7-7s 11
Pre-Development and Easement Agreement between Creek Meadows Partners,L.P. and
E.Hubbard Kennady,Family Limited Partnership Page 6
Doc Bi: Vol Ps
00961311. OR 7944 214
STATE OF TEXAS
COUNTY OF BRAZOS
,,
This instrument was acknowledged before me on the c)day of 1,-, ,
2007,by TODD CARNES,Managing Member of CREEK MEADOWS PAR 47 S,L.P.,a Texas
limited partnership,acted for by its general partner Baker&Carnes Management, .L.C.,on behalf
of said entity and in the capacity herein stated.
i $ 4
fit;xrv� WM.C,LiPSEY / ,
NOTARY PUBLIC
. fi*.'l STATE of TEXAS No►. ublic in and ,or the State of Texas
11.OFh*p MY COMM.EXP.MAY 1,2008
STATE OF TEXAS
COUNTY OF BRAZOS
This instrument was acknowledged before me on the (.}0 day of 1 ,
2007, by PAT BAKER, Managing Member of CREEK MEADOWS PARTNE S, L.P., a Texas
limited partnership,acted for by its general partner Baker&Carnes Management,L.L.C., on behalf
of said enti _ : -_ --- T. ; stated.
�'pY PU ELIZABET E.D `
i� ��'�° NotaryPublic,State of Texas l
' 4 1110*i �* E Commission E 2010 1
20P.JE-
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+� DECEMBER 28, 1 _7��/ F 4 c
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1— — — — — — — — _ _
Notary blic in and for the State of T xas
Pre-Development and Easement Agreement between Creek Meadows Partners,L.P. and
E.Hubbard Kennady,Family Limited Partnership Page 7
Doc 8k Vol Ps
00961311 OR 7944 71':.
KENNADY:
E. HUBBARD KENNADY FAMILY
LIMITED PARTNERSHIP, Texas limited
partnership
-74
By:
/Kde-...ef
Name: ti 14 �-��'
Title: Com- -.--e
66'z- - e...0-r-
Address for Notice:
4'2-4 f 7., c-}-
STATE OF TEXAS
COUNTY OF BRAZOS
This ' s ent was ackn wledged before me on the �0kda of A e J
2007, by . 14-CAA/At c. .r^ i -„% of E. HUBBARD
KENNADY FAMILY LIMITED P TNERSHIP., a Texas limited partnership, on behalf of said
partnership.
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�S�Y P�C
. NOTARY PUBLIC /
A2° STATE MY COMM t EOP .MAY TEXAS.2008 - '+ •11c ' d for the State of Texas
Pre-Development and Easement Agreement between Creek Meadows Partners, L.P. and
E.Hubbard Kennady,Family Limited Partnership Page 8
F:I USERILISAI WPDOCSIREICreekMeadows.Kennadv.Pre-Development&Easement.N pd
Doc Bi-. Vol
00961311 311 _`R 7944 216
Exhibit A
Metes and bounds description of all that certain tract of land lying
and being situated in the Andrew McMahon Survey, Abstract No. 167,
Brazos County, Texas. Said tract being a portion of a called 22.418
acre tract as described by a deed to Creek Meadows Partners, L.P.
recorded in Volume 7633, Page 239 of the Official Public Records of
Brazos County, Texas.
Said tract being more particularly described by metes and bounds as
follows:
BEGINNING at a 1/2 inch iron rod found on the northwest line of Greens
Prairie Road (a county maintained public road) marking the southwest
corner of said 22.418 acre tract and the southeast corner of Lot 3A,
Benjamin Graham Subdivision, according to the plat recorded in Volume
2463, Page 329 of the Official Public Records of Brazos County, Texas;
THENCE: Along the common line of said 22.418 acre tract and said Lot 3A
for the following calls:
N 03°27'00" W for a distance of 725.85 feet to a 1/2 inch iron rod
found;
S 88°03'03" E for a distance of 16. 92 feet to a 1/2 inch iron rod
found;
N 03° 34' 22" W for a distance of 26.58 feet to a 5/8 inch iron rod set
marking the north corner of this herein described tract, for reference
a 1/2 inch iron rod found marking the northeast corner of said Lot 3A
bears: N 03° 34' 22" W for a distance of 92. 96 feet;
THENCE: Through said 22.418 acre tract for the following calls:
S 42°39'53" E for a distance of 368.04 feet to a 5/8 inch iron rod set;
S 42° 55' 42" W for a distance of 144. 63 feet to a 5/8 inch iron rod
set;
S 03° 27' 00" E for a distance of 227. 93 feet to a 5/8 inch iron rod
set on the northwest line of Greens Prairie Road marking the southeast
corner of the herein described tract;
THENCE: S 42°55'42" W along the northwest line of Greens Prairie Road
for a distance of 200.00 feet to the POINT OF BEGINNING containing 2.30
acres of land, more or less.
•
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THE FOLLOWING BLANKET EASEMENTS , \‘‘:.:1,1",!'9/;,;Cf;• \9,::.16;1.
DO APPLY 70 THIS TRACT: :Le, •,,i
1. LONE STAR CAS COMPANY 140/472 1C-�w0 r.,� .��• ,
2. LONE STAR GAS COMPANY 19a/50
�;<�, :7;1.3i-L\',-...��
3. CITY OF BRYAN 310/314 / `'^moi'" ~
4, CITY OF BRYAN 378/194
5. WELLBORN SPECIAL UTILITY DISTRICT 3643/2.74 •
200 METES OR BOUNDS PREPARED MARCH LAND TITLE SURVEY PLAT
2007, FOR MORE OESCRIPIIVE INFORMATION.
CM - CONTROWNG MONUMENT FOUND AND OF A
USED TO ESTABLISH PROPERTY LINES.
BEARING SYSTEM SHOWN HEREON IS BASED ON 2.30 ACRE TRACT
GRID NORTH AS ESTABLISHED FROM CPS ANDREW McMAHON SURVEY A-167
OBSERVATION. r
BRAZOS COUNTY, TEXAS
SCALE: 1 INCH a 60 FEET
I. I AD 'S CERTIRCATEe SURVEY DATE: MARCH 2007
I. RRAD KERR. R.PL9. NO. 1502. 00 HEREBY CERTIFY'HAT TO THE BEST OF NY KNOWLEDGE TES
FIAT 19 A TRUE REPRESENTATION of A SURVEY NAbE ON THE GROUND UNDER WY SUPENvISION AND PLAT DATE: 03-22-07
THAT MERE ARE NO VISIBLE ENCROACHMENTS ON THIS TRACT EXCEPT AS SHOWN HEREON. JOB NUMBER; 07-250
WS TRACT MES NOT LIE IIN A O.�AO020CRCLEA0 �ao •
THE F.I.RM. APSCONMUNIYPANEL NO41G0fTC1VE DTE; 7� , z. CAD NAME: 07-250
CR5 FILE: 06-873
•
BRAD XERR PREPARED BY: KERR SURVEYING, UI_C
REGISTERED PROFEasaNAL SOS CHURCH STREET, P.O. BOX 269
LANG SURVEYOR No, 4302. COLLEGE STATION, TEXAS 77641
PHONE (979) 28B-3195
41"•
-`-
-
-°
0ric RR Vol P:;
00961311 OR 7944 21C
Filed for Record in:
• BRAZ0S COUNTY
0n: Nag 010007 at 02:54F
As a
Recurdinss
Document Number: 00961311
Amount 51.06
Receipt Number - 314866
8y,
Lyon Greer
STATE OF TEXAS COUNTY OF DRAZDS
I
hereby certify that t'nis instrument wus
filed on the date and time stomped hereon by ue
and was doh' recorded in the vblume and nuye
of the Official Public records of:
BRAZOS COUNTY
as stumned hereon hy me.
NUN 01,2007
HONORABLE KAREN MCQUE[N, COUNTY CLERK
D8AZ0S COUNTY
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SEWER MAINTENANCE AND TEMPORARY CONSTRUCTION
EASEMENT AGREEMENT
This Sewer Maintenance and Temporary Construction Easement Agreement
(this "Agreement") is between the City of College Station, a Texas home rule City (the
"City") and Sahara Realty Group, LTD., a Texas limited Partnership ("SRG") effective as
of the day of , 2015.
RECITALS
SRG is the owner a tract of land described as Lot 3B, University Town Center
Subdivision Phase ONE according a plat recorded in Volume 8094, Page 29 of the
Official Public Records of Brazos County, Texas (the Property"). The Property is
burdened along the southeast boundary by (i) a ten (10) foot public utility easement as
described in an instrument recorded in Volume 8094, Page 29 of the Official Records of
Brazos County, Texas, and (ii) an adjacent five (5) foot wide public utility easement as
described in a plat recorded in Volume 8094, Page 29 of the Official Public Records of
Brazos County, Texas (collectively, the two easements are referred to in this Agreement
as the "Easement".) In order to meet the grading requirements for the development of
the Property, fill is required along the southeast boundary of the Property to raise the
elevation of the Property. In order to retain the fill on the Property, a retaining wall will
be constructed that will be located in the Easement. The City is concerned that if
maintenance or repair is required on the eight (8) inch sewer line currently located in the
Easement, there will be limited access for maintenance equipment to operate in order to
dig to the sewer line. The parties have entered into this Agreement to address the City's
concerns.
AGREEMENT
1. Retaining Wall. The City consents to the construction, restoration and
maintenance of the above described retaining wall in the Easement. SRG agrees that it
will, at its sole cost, be responsible for restoring and/or repairing the retaining wall in the
event that it is (i) damaged during maintenance or repair of the sewer line or (ii) removed
by the City, in the exercise of its reasonable judgment, to allow safer maintenance or
repair. City agrees that, since SRG indemnifies the City as set forth in Section 3 below,
in the event the retaining wall needs to be removed, in whole or in part, for the
maintenance or repair of the sewer line, City will engage a structural engineer to be
responsible for the design for any shoring or removal procedure.
2. Grant of Easement. SRG grants to the City a non-exclusive temporary
construction easement over the Property for the limited purpose of repairing and
maintaining the sewer line. This easement allows the City to use portions of the
Property not covered by buildings to [i] maintain or repair the sewer line; [ii] store
construction material and equipment; [iii] temporarily store excavation spoils; and [iv]
perform other activities reasonably necessary to repair or maintain the sewer line. The
City shall promptly restore the Property, except the retaining wall, as nearly as
practicable to its pre-existing condition when the maintenance or repair of the sewer line
is complete. The City shall use good faith efforts to contain the construction and
maintenance activities to the land covered by the Easement and utilize the temporary
construction easement only to the extent necessary for repairing or maintaining the
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sewer line. The City will use good faith efforts to minimize disruption to the business
activities being conducted on the Property. The temporary construction easement is
granted subject to all matters reflected in instruments recorded in the Official Records of
Brazos County, Texas and any condition that would be revealed by physical inspection
or survey of the Property. The temporary construction easement granted in this
instrument is appurtenant to and will run with the Property, whether or not it is
referenced in any conveyance or any portion thereof. The easement created by this
Agreement will exist on the Property for so long as there is a public sewer line located in
the Easement. The City agrees to use good faith efforts to notify, in advance, SRG or its
successors of its need to use the Easement or the Property in advance of such use.
3. Indemnity. SRG agrees to and shall indemnify and hold harmless and
defend the City, its officers, agents and employees from and against any and all
claims, losses, damages, causes of action, suits and liability of every kind,
including all reasonable expensive litigation, court costs, and reasonable
attorney's fees, for injury or death of any person or damage to any property
arising out of or in connection with the failure of the retaining wall during
maintenance or repair of the sewer line, except the extent that any of the
foregoing is cause by the negligence or willful misconduct of the City, its officers,
agents and/or employees.
4. Notices. Any notice or communication required or permitted hereunder will be
deemed to be delivered, whether or not actually received, when deposited in the United
States mail, postage fully prepaid, registered or certified mail, and addressed to the
intended recipient at the address shown, and if not shown, then at the last known
address according to the records of the party delivering the notice. Notice given in any
other manner will be effective only if and when received by the addressee. Any address
for notice may be changed by written notice delivered in the same manner.
5. Binding Effect. All covenants, agreements, warranties, and provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, personal representatives, successors and
permitted assigns.
6. Controlling Law. This Agreement shall be governed by, construed and enforced
in accordance with the laws of the State of Texas. The obligations hereunder are
performable in Brazos County, Texas.
7. Severability. If any of the terms and conditions hereof shall for any reason be
held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other of the terms and conditions hereof and the
terms and conditions hereof shall thereafter be construed as if such invalid, illegal, or
unenforceable terms and conditions had never been contained herein.
8. Entire Contract; Modification. It is understood that this Agreement contains the
entire agreement between the parties and supersedes any and all prior agreements,
arrangements, or understandings, written or oral, between the parties relating to the
subject matter. No oral understandings, statements, promises or inducements contrary
to the terms of this Agreement exist. This Agreement cannot be changed or terminated
orally. No verbal agreement or conversation with any officer, agent or employee of the
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CITY, either before or after the execution of this Agreement, shall affect or modify any of
the terms or obligations hereunder.
9. Interpretation. If one or more of the provisions of this Agreement are invalid,
illegal or unenforceable in any respect, to the extent the invalidity or unenforceability
does not destroy the basis of the bargain among the parties, it will not affect any other
provision and this Agreement will be construed as if such invalid, illegal or unenforceable
provision had never existed. When required by the context, singular nouns and
pronouns include the plural and the neuter includes the masculine or feminine gender.
The Article and Section headings are for convenience of reference only and are not
intended to limit or define the text. This Agreement is not to be construed more or less
favorably between the parties by reason of authorship or origin of language.
10. Further Assurances. In connection with this Agreement as well as all
transactions contemplated by this Agreement, each signatory party hereto agrees to
execute and deliver such additional documents and instruments and to perform such
additional acts as may be necessary or appropriate to effectuate, carry out and perform
all of the terms, provisions, and conditions of this Agreement in all such transactions.
11. Recitals. Any recitals in this Agreement are represented by parties hereto to be
accurate, and constitute a part of the substantive agreement.
12. Authority. The parties to this Agreement warrant and represent to one another
that they have the power and authority to enter into and perform their respective
obligations under this Agreement and the names, titles and capacities herein stated and
on behalf of any entities, persons, estates or firms represented or purported to be
represented by such person, and that all formal requirements necessary or required any
state and/or federal law or private agreement in order for the parties to enter into and
perform their respective obligations of this Agreement have been fully complied with.
13. Amendment. No amendment to this Agreement shall be effective and binding
unless and until it is reduced to writing and signed by duly authorized representatives of
CITY and SRG.
14. Waiver. Failure of any party, at any time, to enforce a provision of this
Agreement, shall in no way constitute a waiver of that provision, nor in any way affect
the validity of this Agreement, any part hereof, or the right of the party thereafter to
enforce each and every provision hereof. No term of this Agreement shall be deemed
waived or breach excused unless the waiver shall be in writing and signed by the party
claimed to have waived. Furthermore, any consent to or waiver of a breach will not
constitute consent to or waiver of or excuse of any other different or subsequent breach.
15. Representation. SRG represents and warrants that no member of the College
Station City Council has an interest in the Property, and that the same are not owned or
leased by any member of the College Station City Council. SRG further represents and
warrants that no member of the College Station City Council is under contract either
directly or indirectly with SRG, or its respective agents, contractors or subcontractors.
16. Immunity. By entering in to this Agreement, the City does not consent to
suit, waive its governmental immunity or the limitations as to damages contained
in the Texas Tort Claims Act.
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17. Counterparts. To facilitate execution, this Agreement may be executed in as
many counterparts as may be convenient or required. It shall not be necessary that the
signature and acknowledgment of, or on behalf of, each party, or that the signature and
acknowledgment of all persons required to bind any party, appear on each counterpart.
All counterparts shall collectively constitute a single instrument. It shall not be necessary
in making proof of this Agreement to produce or account for more than a single
counterpart containing the respective signatures and acknowledgment of, or on behalf
of, each of the parties hereto. Any signature and acknowledgment page to any
counterpart may be detached from such counterpart without impairing the legal effect of
the signatures and acknowledgments thereon and thereafter attached to another
counterpart identical thereto except having attached to it additional signature and
acknowledgment pages.
Executed as of the taking of acknowledgements to be effective as of the day of
, 2015.
Sahara Realty Group LTD.
By: Capital Realty Partners, L.L.C., its general partner
By:
David W. Scarmardo, Manager
CITY:
City of College Station
By:
Name:
Title:
THE STATE OF TEXAS §
COUNTY OF BRAZOS §
This instrument was acknowledged before me on the day of
, 2015, David W. Scarmardo, manager of Capital Realty
Management, L.L.C., general partner of Sahara Realty Group, LTD. on behalf of said
limited liability company.
Notary Public in and for State of Texas
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