ACCESS EASEMENT AGREEMENT. THIS UTILITY ACCESS EASEMENT AGREEMENT (this Agreement ) is made and entered into as of the day of, 20, by and between

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1 STATE OF TEXAS COUNTY OF WILLIAMSON ACCESS EASEMENT AGREEMENT THIS UTILITY ACCESS EASEMENT AGREEMENT (this Agreement ) is made and entered into as of the day of, 20, by and between, each an individual (collectively, Grantor ) and CITY OF GEORGETOWN, a Texas home-rule municipal corporation, whose address is P.O. Box 409, Georgetown, Texas 78627, Attn: Georgetown City Secretary ( Grantee ); Grantor and Grantee hereinafter referred to collectively as the Parties ), for the consideration and purposes set forth herein. WHEREAS, Grantor is the owner of that certain tract of real property more particularly described on Exhibit A attached hereto ( Property ); WHEREAS, Grantor has granted a wastewater easement to Grantee, which is recorded as Document No. in the Official Public Records of Williamson County, Texas (the Wastewater Easement ); WHEREAS, Grantee intends to accept the dedication of and the responsibility for maintenance of certain sanitary sewer service line facilities (collectively, the Facilities ) which are to be constructed within the Wastewater Easement by a Texas in connection with its development of adjacent real property; and WHEREAS, Grantee desires to obtain from Grantor and Grantor has agreed to provide to Grantee vehicular and pedestrian access to and from the Wastewater Easement across, upon and over Grantor s Property in the area more particularly described on Exhibit B attached hereto (the Access Easement Area ). NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Grant of Access Easement. Grantor hereby grants to Grantee and its successors and assigns a non-exclusive vehicular and pedestrian access easement (the Access

2 Easement ) over, upon, and across the Access Easement Area, for the purpose of providing ingress, egress and access to and from the Wastewater Easement in order for the Grantee to construct, install, inspect, test, maintain, repair and/or replace, as needed, the Facilities in the Wastewater Easement. The Access Easement Area shall be twenty feet (20 ) in width and in the location shown on the attached Exhibit B and Grantee may, at Grantee s sole election, cause to be constructed within said Access Easement Area, an improved access roadway in accordance with the specifications set forth in Exhibit C attached hereto. Until such time as Grantee may obtain or be provided with access to and from the Wastewater Easement via a public road ( Alternate Access ), the Access Easement may be used by Grantee and its employees, independent contractors, consultants, tenants, agents, licensees and invitees for the purpose set forth above. The Access Easement shall automatically terminate when, and if, Grantee obtains or is provided with such Alternate Access, and the Parties shall have no further obligations in connection herewith except under those provisions that expressly survive a termination of the Access Easement. Notwithstanding anything to the contrary contained in this Section 1, Grantee shall have no duty to seek Alternate Access. 2. Maintenance. Grantee expressly acknowledges that Grantor shall not bear any responsibility or liability for the maintenance or repair of the Access Easement Area; provided however, that Grantor shall be liable for any damage to the improved access roadway within the Access Easement Area if caused by Grantor. 3. Improvements. Grantee shall have the right, in Grantee s sole discretion, to remove trees and brush within the Access Easement Area to the extent reasonably necessary for Grantee to use the Access Easement Area for the purposes herein intended, and to make those improvements to the Access Easement Area consistent with the specifications set forth on Exhibit C attached hereto. Grantee hereby acknowledges that Grantor may use the Access Easement Area for other purposes (including, without limitation, the construction of improvements thereon, installation of utilities, maintaining any such improvements or utilities, and the granting of other easements to third parties); provided such other uses or purposes do not unreasonably interfere with or prevent Grantee s use of the Access Easement Area for the purposes herein stipulated. 4. Interruption of Access. Grantee acknowledges that Grantor may have cattle or other livestock on Grantor s Property and therefore certain fences, gates, or other barriers may exist (or may be installed by Grantor, in Grantor s discretion) which restrict access across all or a portion of the Access Easement Area. Grantee shall provide Grantor with reasonable advance notice (which notice may be oral) prior to

3 Grantee entering upon the Access Easement Area so that Grantor may unlock any such fences, gates or barriers, or accompany Grantee onto the Access Easement Area. Grantee agrees to use reasonable efforts to close and secure such gates or otherwise restore such fence and/or barrier promptly after passing through such gate, fence or barrier. Grantee acknowledges that use of the Access Easement Area may be temporarily interrupted: (a) during construction, maintenance and repair of parking areas, driveways, landscaping, sidewalks, pedestrian ways and other improvements and facilities existing from time to time on or within the Access Easement Area, (b) during an emergency, or (c) in order to avoid the possibility of dedicating the same for public use or creating prescriptive rights therein, and in such event, Grantor shall provide to Grantee, prior written notice of such interruption and reasonable alternate access to and from the Wastewater Easement during the entire period of such temporary interruption. Notwithstanding the foregoing, if such temporary interruption is due to an emergency, no prior notice of such interruption shall be required, but Grantor shall provide written notice of such interruption to Grantee as soon thereafter as reasonably possible. 5. Right to Relocate Access Easement Area. At any time or from time to time, and subject to Grantee s prior written approval, which approval shall not be unreasonably withheld, Grantor may relocate the Access Easement Area to any other area of Grantor s Property, so long as such relocation continues to provide Grantee uninterrupted access (subject to paragraph 4 above) to the Wastewater Easement along an access road constructed in accordance with the terms of this Agreement and the specifications shown on Exhibit C. In the event of any such relocation of the Access Easement Area (or any portion thereof) under this Section 5, the Parties shall execute a recordable amendment to this Agreement effectuating the relocation of the Access Easement Area. 7. Miscellaneous. a. Entire Agreement. Notwithstanding any terms, provisions or conditions of any other documents or instruments to the contrary, this Agreement constitutes the entire agreement among the Parties hereto as to the subject matter hereof, and the Parties do not rely upon any statement, promise or representation not herein expressed. b. Amendments. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated except by an agreement in writing signed by the Parties hereto.

4 c. Governing Law. This Agreement shall be deemed to be a contract under the laws of the State of Texas which is performable in Williamson County, Texas, and for all purposes shall be construed and enforced in accordance with and governed by the laws of the State of Texas. d. Counterparts. To facilitate execution, this Agreement may be executed in any number of counterparts as may be convenient or necessary, and it shall not be necessary that the signatures of all parties hereto be contained on any one counterpart hereof. e. Binding on Assigns. This Agreement shall be binding upon and inure to the benefit of Grantor and Grantee and their respective successors and assigns and shall be deemed to be a covenant running with the land. f. No Partnership. Nothing contained herein shall be construed to create a partnership between or among the Parties, nor shall it cause them to be considered joint venturers or members of any joint enterprise. In addition, this Agreement is not intended to create any third party beneficiary except as otherwise provided. g. Notices. Any notice hereunder must be in writing, and shall be effective when deposited in the United States Mail, Certified (Return Receipt Requested), or with a recognized overnight courier service, addressed to the parties as set forth below (or as may be designated from time to time as provided in this Section 6.g), or when actually received by the party to be notified, including electronically confirmed facsimile transmissions: To Grantor: Telephone: Facsimile: To Grantee: City of Georgetown P.O. Box 409 Georgetown, Texas Attn: Systems Engineering Director Telephone: [SIGNATURES APPEAR ON FOLLOWING PAGE]

5 EXECUTED to be effective as of the date first written above. GRANTOR: Individually, STATE OF TEXAS COUNTY OF WILLIAMSON This instrument was acknowledged before me on this the day of, 20, by, individually. Notary Public, State of Texas

6 Individually, STATE OF TEXAS COUNTY OF WILLIAMSON This instrument was acknowledged before me on this the day of, 20, by, individually. Notary Public, State of Texas

7 APPROVED AS TO FORM: Bridget Chapman City Attorney Exhibit A Description of Grantor s Property Exhibit B Description of Access Easement Area Exhibit C Road Specifications AFTER RECORDING, RETURN TO GRANTEE: Georgetown City Secretary P.O. Box 409 Georgetown, Texas 78627

8 EXHIBIT A Description of Grantor s Property

9 EXHIBIT "B" Description of Access Easement Area

10 EXHIBIT "C" Road Specifications

11 WASTEWATER EASEMENT STATE OF TEXAS KNOW ALL MEN BY THESE PRESENTS: COUNTY OF WILLIAMSON This Agreement (this Agreement ) is made on the day of, 20, at Georgetown, Texas, between, a, whose address is (hereinafter referred to as "Grantor ), and the City of Georgetown, a Texas home-rule municipal corporation, whose address is P.O. Box 409 Georgetown, Texas 78627, ATTN: Georgetown City Secretary (herein referred to as Grantee ). 1. For the good and valuable consideration described in Paragraph 2 below, Grantor hereby GRANTS, SELLS and CONVEYS to Grantee, its successors and assigns, a non-exclusive one hundred (100)-foot wide easement and right-of-way (the Easement ) for the placement, construction, operation, repair, maintenance, replacement, upgrade, rebuilding, relocation and/or removal of utility lines and related facilities for sanitary sewer service (collectively, the Facilities ) on, over, under, and across the following described property of the Grantor, to wit: Being all that certain tract, piece or parcel of land lying and being situated in the County of Williamson, State of Texas, being more particularly described by metes and bounds in Exhibit A and by diagram in Exhibit B attached hereto and made a part hereof for all purposes (herein sometimes referred to as the Easement Area or the Property ). 2. The Easement and the rights and privileges herein conveyed, are granted for and in consideration of the sum of One and No/100 Dollars ($1.00) and other good and valuable consideration to Grantor in hand paid by Grantee, the receipt and sufficiency of which is hereby acknowledged and confessed. 3. The Easement, with its rights and privileges, shall be used only for the purpose of placing, constructing, operating, repairing, maintaining, rebuilding, replacing, upgrading, relocating, and/or removing the Facilities. 4. The duration of the Easement is perpetual.

12 5. Grantor and Grantor s heirs, personal representatives, successors, and assigns are and shall be bound to WARRANT and FOREVER DEFEND the Easement and the rights conveyed in this Agreement to Grantee and Grantee s successors and assigns, against every person lawfully claiming or to claim all or any part thereof. 6. The Easement, and the rights and privileges granted by this Agreement, are EXCLUSIVE to Grantee, and Grantee s successors and assigns, and Grantor covenants that Grantor shall not convey any other easement, license, or conflicting right to use in any manner, the area (or any portion thereof) covered by this grant. 7. This Agreement contains the entire agreement between the parties relating to its subject matter. Any oral representations or modifications concerning this Agreement shall be of no force and effect. Any subsequent amendment or modification must be in writing and agreed to by all parties. 8. The terms of this Agreement shall be binding upon Grantor, and Grantor s heirs, personal representatives, successors, and assigns; shall bind and inure to the benefit of the Grantee and any successors or assigns of Grantee; and shall be deemed to be a covenant running with the land. IN WITNESS WHEREOF, Grantor has caused this instrument to be executed on this day of, 20. APPROVED AS TO FORM: GRANTOR: Printed Name:

13 , City Attorney STATE OF TEXAS COUNTY OF WILLIAMSON This instrument was acknowledged before me on this the day of, 20, by. Notary Public, State of Texas AFTER RECORDING, RETURN TO GRANTEE: Georgetown City Secretary P.O. Box 409 Georgetown, Texas 78627

14 Consent and Subordination by Lienholder, of [address] ( Lienholder ), as the holder of [a] lien[s] on the Property subject to the Easement, consents to the above grant of an Easement, including the terms and conditions of the grant, and Lienholder subordinates its lien[s] to the rights and interests of Grantee, so that a foreclosure of the lien[s] will not extinguish the rights and interests of Grantee. [Name of Lienholder] STATE OF COUNTY OF This instrument was acknowledged before me on this the day of, 20, by, of, a, on behalf of said. Notary Public, State of

15 TEMPORARY ACCESS AND CONSTRUCTION EASEMENT AGREEMENT STATE OF TEXAS KNOW ALL PERSONS BY THESE PRESENTS: COUNTY OF WILLIAMSON This Temporary Access and Construction Easement Agreement (this "Agreement") is made by and between, each an individual (hereinafter referred to collectively as "Owner"); and, a Texas ( Developer ), and the City of Georgetown, Texas (the City ). RECITALS: A. Developer is developing property located in Williamson County, Texas and more particularly depicted on Exhibit A attached hereto (the "Parmer Ranch Property"). B. Owner owns property located in Williamson County, Texas more particularly depicted on Exhibit B attached hereto ("Owners Property"). C. Owner has granted a wastewater easement to the City, which is recorded as Document No. in the Official Public Records of Williamson County, Texas (the "Wastewater Easement"). D. In connection with its development of the Parmer Ranch Property, Developer is constructing or causing to be constructed (the "Construction") a public wastewater line (the " Interceptor") for the benefit of the City within the Wastewater Easement. E. To complete the Construction and obtain access to the Wastewater Easement, Developer and the City require access to that certain twenty-five foot (25') wide portion of the Owners Property identified on Exhibit C attached hereto and made a part hereof (the "Easement Area"). F. To facilitate construction of the Interceptor, Owner has agreed to allow Developer and City to enter onto the Easement Area on a temporary basis to perform and complete the Construction pursuant to the terms of this Agreement. NOW, THEREFORE, for TEN DOLLARS ($10.00) paid by Developer to Owner and for

16 the further consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: EASEMENT: 1. Subject to all of the terms and conditions hereof, Owner hereby grants to Developer and to the City a temporary easement for (i) vehicular and pedestrian access over and across the Easement Area for purposes of accessing the Wastewater Easement and for the staging of equipment and materials to be used in the Construction, and (ii) the use of the Easement Area to perform and complete that portion of the Construction to be performed within the Easement Area (collectively, the "Easement"). TO HAVE AND TO HOLD the Easement unto Developer and City and their successors and assigns, on and subject to the terms, conditions and exceptions set forth herein, and Owner does hereby bind itself, its successors and assigns, to warrant and forever defend all and singular said Easement unto Developer and City against every person whomsoever lawfully claiming or to claim the same or any part thereof. 2. Developer and City may only utilize the Easement Area for the purpose of undertaking and completing the Construction, and all other reasonable uses directly related thereto, all of which shall be undertaken and completed at no expense to or liability for Owner. All work performed on the Easement Area shall be performed in a good and workmanlike manner and in accordance with the plans for the Construction approved by City of Georgetown, Texas. Owner acknowledges that portions of the Construction performed within the Easement Area shall require use of heavy vehicles and machinery. 3. The Easement shall be non-exclusive. Developer and City acknowledge that Owner shall have the right to enter upon and use the Easement Area for any purpose that does not unreasonably interfere with the Easement granted hereunder. 4. The Easement hereby granted shall be in full force and effect commencing on the date hereof and continuing until the completion of Construction and acceptance of the Interceptor by the City subject, however, to all of the terms and conditions hereof. Notwithstanding any of the foregoing to the contrary, Developer and

17 City may remain on the Owners Property for up to sixty (60) days after the date that the Interceptor has been accepted by the City solely for the purposes of conducting non-invasive Construction completion activities, including, without limitation, inspections, planting grass, erecting or removing erosion control devices or tree protection devices, minor landscape restoration and fence repair, all of which shall be performed promptly and diligently by Developer and City. 5. Developer and City shall have the right to remove trees and other obstructions and clear brush in the Easement Area to the extent needed to provide access for equipment and materials necessary for the Construction. 6. Owner agrees, at no cost or liability to Owner, to reasonably and timely cooperate with Developer and City in obtaining any required permits or other approvals from Williamson County or any other governmental entity which may be necessary to person and complete the Construction. 7. The Construction shall be performed such that no liens shall attach to the Property as a result of the Construction. 8. The Easement hereby granted is expressly made subject to any and all easements, covenants, rights-of-way, conditions and restrictions relating to the Easement Area to the extent, and only to the extent, that the same are shown of record in the Official Public Records of Williamson County, Texas. 9. The contact information for Owner, Developer, and the City for purposes of notice and any other purpose hereunder, is as follows: Owner: Developer: Parmer Ranch Partners, L.P Mill Creek Dallas, TX USA Attn: Joe R. Owen

18 With a copy to: Owen Holdings Inc Noel Road, Suite 1020 Dallas TX Attn: Joe R. Owen, President City: City of Georgetown P. O. Box 409 Georgetown, Texas Attn: City Manager and (for overnight mail or personal delivery) City of Georgetown 113 E. 8th Street Georgetown, Texas Attn: City Manager 10. This Agreement shall run with the land and shall be binding upon the parties hereto, their respective heirs, administrators, personal representatives, successors and assigns. [SIGNATURE PAGES FOLLOW] EXECUTED this the day of, 20.

19 OWNER: Name By: Printed Name: Title: STATE OF TEXAS COUNTY OF WILLIAMSON This instrument was acknowledged before me on this the day of, 20, by. Notary Public, State of Texas AFTER RECORDING, RETURN TO: Georgetown City Secretary P.O. Box 409 Georgetown, Texas 78627

20 Consent and Subordination by Lienholder, of [address] ( Lienholder ), as the holder of [a] lien[s] on the Property subject to the Easement, consents to the above grant of an Easement, including the terms and conditions of the grant, and Lienholder subordinates its lien[s] to the rights and interests of Grantee, so that a foreclosure of the lien[s] will not extinguish the rights and interests of Grantee. [Name of Lienholder] STATE OF COUNTY OF This instrument was acknowledged before me on this the day of, 20, by, of, a, on behalf of said. Notary Public, State of