HomeMy WebLinkAboutCompany Agreement COMPANY AGREEMENT
OF
CRT MAROON INVESTMENTS,LLC,
a Texas Limited Liability Company
This Company Agreement of CRT Maroon Investments, LLC is executed as of March ,
2014, (the"Effective Date")by the persons who sign and are identified as"Members"in this Agreement.
ARTICLE I
DEFINITIONS
1.01 Definitions. As used in this Agreement, the following terms have the following
meanings
"Affiliate means,with reference to any person, any other person controlling, controlled by
Or under direct or indirect common control with such person,
"Agreement"means this Company Agreement,as amended from time to time,
"Assignee"means a person who receives a Transfer of all or a portion of the Membership
Interest of a Member, but who has not been admitted to the Company as a MeMber.
'Bankrupt Member" means (except to the extent a Simple Majority cOnsents otherwise)
any Member (a) that (i) makes an assignment for the benefit of creditors; (Il) files a voluntary
bankruptcy petition: (iii) becomes the subject of an order for relief or is declared insolvent in any
federal or state bankruptcy or insolvency proceedings: (iv) files a petition or answer seeking for
the Member a reorganization, arrangement. composition, readjustment, liquidation, dissolution,
termination, or similar relief under any law: (v)files an answer or other pleading admitting or failing
to contest the material allegations of a petition filed against the Member in a Proceeding of the
type described in subclauses (i) through (iv) of this clause (a): or (vi) seeiis, consents to, or
acquiesces in the appointment of a trustee, receiver, or liquidator of the Member's or of ail or any
substantial part of the Member's properties; or (b) against which a Proceeding seeking
reorganization, arrangement, composition, readjustment, liquidation, dissolutien, or similar relief
Linder any law has been commenced and one hundred twenty (120) days have expired without
dismissal thereof or with respect to which, without the Member's consent or acquiescence, a
trustee, receiver, or liquidator of the Member or of air or any substantial part of the Member's
properties has been appointed and ninety (90) days have expired without the appointment's
having been vacated or stayed, or ninety (90) days have expired after the date of expiration of a
stay, if the appointment has not previously been vacated.
"Business Day" means any day other than a Saturday, a Sunday, or a holiday on which
national banking associations in the State of Texas are closed.
"Capital Account" means a capital account maintained for a Member as provided by
Treasury Regulation 1,704-1(b)(2)(iv)of the Regulations of the Internal Revenue Service.
"Capital Contribution" means the amount of money and the Net Valu of property other
than money contributed to the Company by a Member
"Capital Commitment"of a Member represents the aggregate amount of capital that such
Member has agreed to contribute to the Company.
"Certificate of Formation"means the initial, amended, and restated certificate of formation
of the Company.
"Company"means CRT Maroon Investments, LLC, a Texas limited liability company
1
losses, costs, liabilities, damages, and expenses (including,without limitation,costs of'suit and attorney's
fees)they may incur on account of any breach by that Member of alio Agreement.
18 12 Counterparts, This Agreement may be executed in any number of counterparts with the
same effect as if all signing parties had signed the same instrument.
ARTICLE XIX.
NOTICES AND DISCLOSURES
19,01 Compliance with Regulation D of the Securities Act of 1933. THE OWNERSHIP
INTERESTS THAT ARE THE SUBJECT OF THIS COMPANY AGREEMENT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS, THE INTERESTS MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED TRANSFERRED,
OR OTHERWISE DISPOSED OF UNTIL THE HOLDER THEREOF PROVIDES EVIDENCE
SATISFACTORY TO THE MANAGERS (WHICH, IN THE DISCRETION OF THE MANAGERS, MAY
INCLUDE AN OPINION OF COUNSEL)THAT SUCH OFFER, SALE, PLEDGE, TRANSFER, OR OTHER
DISPOSITION WiLL NOT VIOLATE APPLICABLE FEDERAL OR STATE SECURITIES LAWS_ THE
OWNERSHIP INTERESTS THAT ARE THE SUBJECT OF THIS COMPANY AGREEMENT ARE
SUBJECT TO RESTRICTIONS ON THE SALE, PLEDGE, TRANSFER, OR OTHER DISPOSITION AS
SET FORTH IN THiS COMPANY AGREEMENT.
19.02 Notice to Members. By executing this Agreement, each Member acknowledges that it
has actual notice of all of the provisions of this Agreement, including, without limitation,lthe restrictions on
the transfer of Membership interests set forth in this Agreement, and all of the provisions of the Certificate
of Formation. Except as otherwise expressly provided by law, each Member hereby agrees that this
Agreement constitutes adequate notice of any notice requirement under Chapter 8 of the Uniform
Commercial Code, and each Member hereby waives any requirement that any further notice thereunder
be given.
19.03 Limitation of Liability. Pursuant to Article 581-1 et seq, of the Texas Revised Civil
Statutes (the "Texas Securities Act"), the liability under the Texas Securities Act of a Dwyer, accountant,
consultant, the firm of any of the foregoing, and any other person engaged to provide services relating to
an offering of securities of the Company("Service Providers") is limited to a maximum of three times the
fee paid by the Company or seller of the Company's securities, unless the trier of fact finds that such
Service Provider engaged in intentional wrongdoing in providing the services, By executing this
Agreement, each Member hereby acknowledges the disclosure contained in this paragraph.
IN WITNESS HEREOF. the Managers have adopted this Company Agreement and the Members
have executed this Company Agreement, as of the Effective Date,
MANAGER°
CRT, LL a Texas limited liability company
B
JESSE C. DURDE ', Manager
26
savotiva.,,a0 VINAJPIINILH Il/IN6 LINNUIKY - VIEW ENTITY Page 1 of 1
TEXAS SECRETARY of STATE
NANDITA BERRY
UCC I Business Organizations I Trademarks I Notary I Account I Help/Fees I Briefcase I
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BUSINESS ORGANIZATIONS INQUIRY -VIEW ENTITY
Filing Number: 801948566 Entity Type: Domestic Limited Liability
Company (LLC)
Original Date of Filing: March 7, 2014 Entity Status: In existence
Formation Date: N/A
Tax ID: FEIN:
Duration: Perpetual
Name: CRT Maroon Investments, LLC
Address: [ADDRESS NOT PROVIDED]
REGISTERED
ASSOCIATED
AGENT FILING HISTORY NAMES MANAGEMENT ASSUMED NAMES ENTITIES
Name Address Inactive Date
Jesse Cameron Durden 1683 Greens Praire Rd West,Suite 300
College Station,TX 77845 USA
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Instructions:
4 To place an order for additional information about a filing press the 'Orderbutton.
littps://direct.sos.state.tx.us/corp_inquiry/corp_inquiry-entity.asp?:Sfiling_number=801948... 9/11/2014
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. ii, .........,...,.......,00 ....u...ottiNuidAt.torso t NytAK Y - VIEW ENTITY Page 1 of 1
TEXAS SECRETARY of STATE
NANDITA BERRY
UCC 1 Business Organizations I Trademarks I Notary I Account I Help/Fees I Briefcase I
Logout
BUSINESS ORGANIZATIONS INQUIRY-VIEW ENTITY
Filing Number: 801948566 Entity Type: Domestic Limited Liability
Company (LLC)
Original Date of Filing: March 7, 2014 Entity Status: In existence
Formation Date: N/A
Tax ID: FEIN:
Duration: Perpetual
Name: CRT Maroon Investments, LLC
Address: [ADDRESS NOT PROVIDED]
REGISTERED
ASSOCIATED
AGENT FILING HISTORY NAME,S MANAGEMENT ASSUMED NAMES ENTITIES
ILast Update Name Title Address
March 10,2014 CRT,LLC Manager 2809 Earl Rudder Freeway S.,Ste.203
. College Station,TX 77845 USA
Order 3 Return to Searchl
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Instructions:
4 To place an order for additional information about a filing press the 'Order' button.
https://direct.sos.state.tx.us/corp_inquiry/corp_inquiry-entity.asp?spage=mgmt&:Spagefro... 9/11/2014
6. r The proposed development is within an older residential subdivision meeting the criteria in Platting and
Replatting within Older Residential Subdivisions Section of the U00; or
7. n The proposed development contains frontage on a Freeway/Expressway as designated by Map 6,6,
Thoroughfare Plan - Functional Classification, in the City's Comprehensive Plan.
Detailed explanation of condition identified above:
N/A
NOTE; A waiver to the sidewalk requirements and fee in lieu of sidewalk construction shall not be considered at the
same time by the Planning &Zoning Commission.
Requested Oversize Participation
Total Linear Footage of Parkland Dedication due prior to filing the Final Plat:
Proposed Public:
ACREAGE;
N/A Streets
N/A No. of acres to be dedicated + $ N/A development fee
N/A Sidewalks
N/A No, of acres in floodplain
N/A Sanitary Sewer Lines
N/A No, of acres in detention
N/A Water Lines
N/A No. of acres in greenways
N/A Channels
OR
N/A Storm Sewers
FEE IN LIEU OF LAND:
N/A Bike Lanes/Paths
N/A No. of SF Dwelling Units X $ N/A = $ N/A
N/A (date)Approved by Parks& Recreation Advisory Board
NOTE: DIGITAL COPY OF PLAT MUST BE SUBMITTED PRIOR TO FILING.
The applicant has prepared this application and certifies that the facts stated herein and exhibits attached hereto are
true, correct, and complete. IF THIS APPLICATION IS FILED BY ANYONE OTHER THAN THE OWNER OF THE
PROPERTY this application must be accompanied by a power of attorney statement from the owner. If there is more
than one owner, all owners must sign the application or the power of attorney. If the owner is a company, the application
must be accompanied by proof of authority for the company's representative to sign the application on its behalf LIEN
HOLDERS identified in the title report are also considered owners and the appropriate signatures must be provided as
described above,
Sairc")
q/AAY
ature and title Date
ume- ott Pow
•PosiPev,4, cal)
Fr.) C itVgdoN /A,vest oteivls;
Revised 4/14 Page 4 of 9
.
CERTIFICATIONS REQUIRED FOR ALL DEVELOPMENT
Owner Certification: �
1. No work of any kind may start until a permit is issued,
2. The permit may be revoked if any false statements are made herein
3. If revoked, all work must cea
seun0pennitisn+issued
4. Development shall not be used or occupied until a Ce
cate of Occupancy is
issued.5. The permit will expire if no significant work is progressing within 24 months of issuanc
e.8, Other permits may be required to fulfill |oom/, obaho, and federal requirements. Owner will obtain or sh
Permits
.T, If required, Elevation Certificates will be provided with elevations certified during construction (fovmsato�
bp�+Pou�and uoo construction.
G. Owner hereby gives consent to City representatives to make reasonable inspections required to verify
compliance,
g. If, stormwater mitigation is required, including detention ponds proposed as part of this project, it shall be
designed and constructeci first in the construction sequence of the project
10. /naccordance vvKh��hmpter13o/the Code pfOrdinances cf the Cih/nf College Station, maasuresshaUb�
toinsure that all debhwhnnnnons�ucUnn` erosion,
and sedimentation shall taken
facilities.existing drainage
/W|development shall be in accordance »o�b*�apoadedi� �itysbee�o. or
and approved bvthe City ='n�ineerfor the above uvw(h �hmA/an�andnpec�na�|onooubm/t�ed�o
�iVyofCm[|ege 'taUonmhopp|y. namedp«qL
e� AUoftheaPP|icab{eoodeoandonJ|nan:mooythe
11, The information and conclusions contained in the attached plans and supporting documents will comply with the
current requirements of the City of College Station, Texas City CodeChapter ��ndessocioby� B�� Unified
Design Guidelines Technical Specifications, and Standard Details. -
l development has been designed in
accordance with all applicable codes and ordinances ofthe C� °"�pf� UeQeSteUonandGtatea dFed
Regulations.
n Federal
12. Release of plans to
only. understand that | --
I -- - (namne�r��n) |omuthorizedfmr�id�inQ �urpo��m
nontfinal eppnzva}ondnnbvaseofp/ansanddeve|opmentfmroonntrucdonisconhngmnton
ractor signature on approved Development Permit
13. iTHE OVVNER. AGREE TJAND CERTIFY THAT ALL
' STATEMENTS HERE/NAND /NATTACHK8ENTSFC)R
THE DEVEL{�PK�ENTPERK8}TAPpL}CAT|{�N.ARE, T{�THE BEST OFK4YKNOWLEDGE, TRUE, AND
N� '
� • (
°7� i '^
Pro Owner(s)
Date ^
Engineer Certification:
1, The projechas been desined to ensure that stonnwabm,mitigation' including detention ponds,
as
partof the pjmc will be constrcted first in the constructionaeguonce2. I will obtain or can show compliance with all necessary Local, State and Federal Permits prior to construction
including mJ| and SWPPP, Design will not preclude compliance with TPDES: i.e.' projects over 10 acres may
require sedimentation basin.
3. The information and Conclusionscontained .......viwi
current requirements of the City of College Station, Texas City Code, ptler. 'Art ,A18.ticiated BCS Unified
Design Guidelines. All development has been designed in accordan MtJef.a - at;fe d,odes and ordinances
of the City of College Station and State and
4. I, THE AGREE TO�\ND(�ER7l Federal Regulations. ~ ': ' ` ^^�-�^'`'
ENGINEER, �r |*ArALLSTATE '
FOR THE DEVEU}PK0ENTPEAk8|TAPPLICATION, TO TH '��
ACCURATE. ARE, pgaliSK94tits4TTACHMENTS�� GE TRUE, AND
l .
� ^wO
��4/
c_ / m~ '� �,�
...
Engineer ���1z��l
Date
y/c' /`�
Revised 4/14
Page 5 of 9
V
6. fl The proposed development is within an older residential subdivision meeting the criteria in Platting and
Replatting within Older Residential Subdivisions Section of the UDO; or
7. l The proposed development contains frontage on a Freeway/ Expressway as designated by Map 6.6,
Thoroughfare Plan - Functional Classification, in the City's Comprehensive Plan.
Detailed explanation of condition identified above:
N/A
NOTE: A waiver to the sidewalk requirements and fee in lieu of sidewalk construction shall not be considered at the
same time by the Planning & Zoning Commission.
Requested Oversize Participation
Total Linear Footage of Parkland Dedication due prior to filing the Final Plat:
Proposed Public:
N/A ACREAGE:
Streets
N/A No. of acres to be dedicated + $ N/A development fee
N/A Sidewalks
N/A No. of acres in floodplain
N/A Sanitary Sewer Lines
N/A No. of acres in detention
N/A Water Lines
N/A No. of acres in greenways
N/A Channels
OR
N/A Storm Sewers
FEE IN LIEU OF LAND:
N/A Bike Lanes/ Paths
N/A No. of SF Dwelling Units X $ N/A = $ N/A
N/A (date)Approved by Parks & Recreation Advisory Board
NOTE: DIGITAL COPY OF PLAT MUST BE SUBMITTED PRIOR TO FILING.
The applicant has prepared this application and certifies that the facts stated herein and exhibits attached hereto are
true, correct, and complete. IF THIS APPLICATION IS FILED BY ANYONE OTHER THAN THE OWNER OF THE
PROPERTY, this application must be accompanied by a power of attorney statement from the owner. If there is more
than one owner all owners must sign the application or the power of attorney. If the owner is a company, the application
must be accompanied by proof of authority for the company's representative to sign the application on its behalf LIEN
HOLDERS identified in the title report are also considered owners and the appropriate signatures must be provided as
described above.
tuhp
q �
Signatur'.nd title Date
Revised 4/14
Page 4 of 9
CERTIFICATIONS REQUIRED FOR ALL DEVELOPMENT
Owner Certification:
1. No work of any kind may start until a permit is issued.
2. The permit may be revoked if any false statements are made herein.
3. If revoked, all work must cease until permit is re-issued.
4. Development shall not be used or occupied until a Certificate of Occupancy is issued.
5. The permit will expire if no significant work is progressing within 24 months of issuance.
6. Other permits may be required to fulfill local, state, and federal requirements. Owner will obtain or show
compliance with all necessary State and Federal Permits prior to construction including NOI and SWPPP.
7. If required, Elevation Certificates will be provided with elevations certified during construction (forms at slab pre-
pour) and post construction.
8. Owner hereby gives consent to City representatives to make reasonable inspections required to verify
compliance.
9. If, stormwater mitigation is required, including detention ponds proposed as part of this project, it shall be
designed and constructed first in the construction sequence of the project.
10. In accordance with Chapter 13 of the Code of Ordinances of the City of College Station, measures shall be taken
to insure that all debris from construction, erosion, and sedimentation shall not be deposited in city streets, or
existing drainage facilities. All development shall be in accordance with the plans and specifications submitted to
and approved by the City Engineer for the above named project. All of the applicable codes and ordinances of the
City of College Station shall apply.
11. The information and conclusions contained in the attached plans and supporting documents will comply with the
current requirements of the City of College Station, Texas City Code, Chapter 13 and associated BCS Unified
Design Guidelines Technical Specifications, and Standard Details. All development has been designed in
accordance with all applicable codes and ordinances of the City of College Station and State and Federal
Regulations.
12. Release of plans to (name or firm) is authorized for bidding purposes
only. I understand that final approval and release of plans and development for construction is contingent on
contractor signature on approved Development Permit.
13. I, THE OWNER, AGREE TO AND CERTIFY THAT ALL STATEMENTS HEREIN, AND IN ATTACHMENTS FOR
THE DEVELOPMENT PERMIT APPLICATION, ARE, TO THE BEST OF MY KNOWLEDGE, TRUE, AND
AC URATE.
(,0h 6) -/o_ -/
Property 0 ner(s) Date
Engineer Certification:
1. The project has been designed to ensure that stormwater mitigation, including detention ponds, proposed as part
of the project will be constructed first in the construction sequence.
2. I will obtain or can show compliance with all necessary Local, State and Federal Permits prior to construction
including NOI and SWPPP. Design will not preclude compliance with TPDES: i.e., projects over 10 acres may
require a sedimentation basin.
3. The information and conclusions contained in the attached plans and suppoj �lgts comply with the
current requirements of the City of College Station, Texas City Code, C el 1 an �sj, ted BCS Unified
Design Guidelines. All development has been designed in accordance ati�.•llicab 25 and ordinances
of the City of College Station and State and Federal Regulations. ‘1.75.1 ���rillitIn
.,••;0k. 4
4. I, THE ENGINEER, AGREE TO AND CERTIFY THAT ALL STATEM v - S HE' ••I TACHMENTS
FOR THE DEVELOPMENT PERMIT APPLICATION, ARE, TO THE . -.=1"• .,c, �L E, TRUE, AND
ACCURATE. . �1�..
or I\EESS10�
Engineer u►��s+
Date 1/1.2/4 1
Revised 4/14
Page 5 of 9