HomeMy WebLinkAbout14-37• 4, ..
FOR OFFICE USE ONLY
CASE NO.: \ ~ 3"J
DATE SU~MITTED: 62\\~\tf
TIME: ~ :!O C ITY OF C ou..EGE STATION
Home o/Texas A&M University• STAFF: ~8~1: _______ _
FINAL PLAT APPLICATION . -
(Check one) D Minor
($700)
D Amending
($700)
D Final
($932)
D Vacating
($932)
~ Replat
($932)
Is this plat in the ET J? D Yes [8] No Is this plat Commercial D or Residential ~
MINIMUM SUBMITTAL REQUIREMENTS:
~ [8] $700-$932 Final Plat Application Fee (see above).
~$233 Waiver Request to Subdivision Regulations Fee (if applicable).
[8] $600 (minimum) Development Permit Application I Public Infrastructure Review and Inspection Fee. Fee is
1 % of acceptable Engineer's Estimate for public infrastructure, $600 minimum (if fee is > $600, the balance is
due prior to the issuance of any plans or development permit).
/ [8] Application completed in full. This application form provided by the City of College Station must be used and
may not be adjusted or altered. Please attach pages if additional information is provided .
.../[8] Fourteen (14) folded copies of plat. (A signed mylar original must be submitted after approval.)
~ Two (2) copies of the grading, drainage, and erosion control plans with supporting drainage report.
~~ Two (2) copies of the Public infrastructure plans and supporting documents (if applicable).
V' lVl Copy of original deed restrictions/covenants for replats (if applicable).
Title report for property current within ninety (90) days or accompanied by a Nothing Further Certificate
current within ninety (90) days. The report must include applicable information such as ownership, liens,
encumbrances, etc.
Paid tax certificates from City of College Station , Brazos County and College Station l.S.D.
The attached Final Plat checklist with all items checked off or a brief explanation as to why they are not.
NOTE: A mylar of the approved preliminary plan must be on file before a final plat application will be considered
complete. If the mylar is submitted with the final plat application, it shall be considered a submittal for the
preliminary plan project and processed and reviewed as such. Until the mylar has been confirmed by staff
to be correct, the final plat application will be considered incomplete.
Date of Optional Preapplication or Stormwater Management Conference _N._l'A ______________ _
NAME OF PROJECT 400 Montclair-Rep/at of West Park Addition Lots 9R, 1 OR & 11 R
ADDRESS 400 Montclair
SPECIFIED LOCATION OF PROPOSED PLAT:
West Park Addition Lots 9, 10, & 20' of Lot 11, Block 5 Vol. 102/Pg. 198
APPLICANT/PROJECT MANAGER'S INFORMATION (Primary contact for the project):
Name Paul Murphy E-mail paul@hayes-murphy.com
Street Address 12633 State Highway 30
City College Station State Texas Zip Code _7_78_4_5 ___ _
Phone Number 979.690.0800 Fax Number 979.690.0808 ----------------
1/11 Page 1
PROPERTY OWNER'S INFORMAi :o (All owners must be identified . Please :ich an additional sheet for multiple
owners):
Name Upper Deck Development, LLC E-mail paul@hayes-murphy.com
Street Address 12633 State Highway 30
City College Station State Texas Zip Code _7_78_4_5 ___ _
Phone Number 979.690.0800 Fax Number 979.690.0808 ----------------
ARCHITECT OR ENGINEER'S INFORMATION:
Name Joe Schultz, P.E. -Schultz Engineering, LLC E-mail joeschultz84@veriion.net
Street Address 2730 Longmire Drive, Suite A
City College Station State Texas Zip Code 77845 ------
Phone Number 979. 764.3900 Fax Number 979. 764.3910 -----------------
Do any deed restrictions or covenants exist for this property? D Yes D No
Is there a temporary blanket easement on this property? If so, please provide the Volume ____ and Page No. __ _
Total No. of Lots 3 ------R-0-W Acreage 142 Square Feet Total Acreage _0_.4_3_A_c_re_s _____ _
Existing Use _R_e_s1_·d_e_nt_ia_1 _________ _ Proposed Use _R_e_s1_·d_en_t_ia_I ___________ _
Number of Lots By Zoning District 3 I GS I
Average Acreage Of Each Residential Lot By Zoning District:
0.14 Ac I GS ___ , __ _
Floodplain Acreage 0 Acres -----------------------------------
Is there Special Flood Hazard Area (Zone A or Zone AE on FEMA FIRM panels) on the property? D Yes [gj No
This information is necessary to help staff identify the appropriate standards to review the application and will be used to
help determine if the application qualifies for vesting to a previous ordinance. Notwithstanding any assertion made,
vesting is limited to that which is provided in Chapter 245 of the Texas Local Government Code or other applicable law.
Is this application a continuation of a project that has received prior City platting approval(s) and you are requesting the
application be reviewed under previous ordinance as applicable?
O Yes
Ix.J No
If yes, provide information regarding the first approved application and any related subsequent applications (provide
additional sheets if necessary):
Project Name:
City Project Number (if known):
Date I Timeframe when submitted:
1/11 Page 2 of 9
A statement addressing any differences between the Final Plat and Preliminary Plan (if applicable):
/NIA
Requested waiver to subdivision regulations and reason for same (if applicable):
NIA
Regarding the waiver request, explain how:
1. There are special circumstances or conditions affecting the land involved such that strict application of the
subdivision regulations will deprive the applicant of the reasonable use of his land.
NIA
2. The waiver is necessary for the preservation and enjoyment of a substantial property right of the applicant.
WIA
3. The granting of the waiver will not be detrimental to the public health, safety, or welfare, or injurious to other
property in the area, or to the City in administering subdivision regulations.
NIA
4. The granting of the waiver will not have the effect of preventing the orderly subdivision of other land in the area in
accordance with the provisions of the Unified Development Ordinance.
NIA
Fee in lieu of sidewalk construction is being requested because of the following condition (if applicable):
1. D An alternative pedestrian way or multi-use path has been or will be provided outside the right-of-way;
2. D The presence of unique or unusual topographic, vegetative, or other natural conditions exist so that strict
adherence to the sidewalk requirements of the UDO is not physically feasible or is not in keeping with the
purposes and goals of the UDO or the City's comprehensive Plan;
3. D A capital improvement project is imminent that will include construction of the required sidewalk. Imminent shall
mean the project is funded or projected to commence within twelve (12) months;
4. D Existing streets constructed to rural section that are not identified on the Thoroughfare Plan with an estate I
rural context;
5. D When a sidewalk is required along a street where a multi-use path is shown on the Bicycle, Pedestrian, and
Greenways Master Plan ;
1/11 Page 3 of 9
6. gj The proposed development is within an older residential subdivision meeting the criteria In Platting and
Replatting within Older Resldenllal Subdivisions Section of the UDO; or
7. D The proposed development contains frontage on a Freeway I Expressway as designated by Map 6.6,
Tho roughrare Plan -Functional Classification, in the City's Comprehensive Plan.
Detailed explanatlon of condition identified above:
~ (')(£ "f1J.£" ...s.tOCr-lIN(;. o~ rnot.iTCL~-rll. .i::s Ndi F+ PR.on-er "Tff41 THE. .:%7'1 .... :ru.. T1t({t ON 50o~i
:I!-,,,,.~ .. ~•(, l",o4Jr'n<DJl" ;r,.., L~ er 8...r!P.-:-.VC:. s:rl>E'~"S /\Jt>W. ~~ Z5 f3€C"'b R..~;;;;rrEI) 1 ~-~~~-~7·~~ J ~o lr<E: ~IC..5 cA~ B~ ~ o:rt:l' <->]'n{ M ,,,.Jr c. ~ :Pl TtE> FWTUl!..E • D!::I
----······-··--·-···· ·-·--··--·· ···-···-·· ········-···· .. --·-···---· -----· ··-·--·-·· ··-----------· .. -·-··-·--· -··-----------··--·····---·---···-----·--···· ---
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_N._VA ___________________________ _
Total Linear Footage of
Proposed Publfc:
NIA Streets
NIA Sidewalks
NIA Sanitary Sewer lines
NIA Water Lines
NIA Channels
NIA Storm Sewers
NIA Bike Lanes I Paths
Parkland Dedication due prior to flllng the Final Plat:
ACREAGE:
___ No. of acres to be dedicated + $ ____ development fee
___ No. of acres In floodplaln
___ No. of acres In detention
___ No. of acres In greenways
OR
FEE IN LIEU OF LAND: . <ttz.tol
2 No. of SF Dwelling Units X $ ~ = $ --------~-----
(date) Approved by Parks & Recreation Advisory Board ----
NOTE: DIGITAL COPY OF PLAT MUST BE SUBMITIED 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 appllcatlon must be accompanied by a power of attorney statement from the owner. If there is more
than one owner, afl owners must sfgn the application or the power of attorney. If the owner Is a company, the applicatfon
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.
1/t 1 Page 4 of 9
6. 0 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. I:] The proposed development contains frontage on a Freeway I Expressway as designated by Map 6.6,
Thoroughfare Plan -Functional Classification, In the City's Comprehensive Plan.
Detalled explanation of condition identified above:
1~/A ,H m ----------•• -----· - ---------· •• -······· --· ---------------···------····· ••• --·-·· __ J
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.
Total Linear Footage of
Proposed Public:
NIA Streets
NIA Sidewalks
NIA Sanitary Sewer Lines
NIA Water Lines
NIA Channels
NIA Storm Sewers
NIA Bike Lanes I Paths
Parkland Dedication due prior to filing the Flnal Plat:
ACREAGE:
___ No. of acres to be dedicated + $ development fee
___ No. of acres In floodplain
___ No. of acres In detention
___ No. of acres in greenways
OR
FEE IN LIEU OF LAND:
2 No. of SF Dwelling Units X $ 1216 = $ 2432
(date) Approved by Parks & Recreation Advisory Board ----
NOTE: DIGITAL COPY OF PLAT MUST BE SUBMIITED 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 applfcallon must be accompanied by a power of attorney statement from the owner. If there is more
than one owner, all owners must sign the appllcation 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.
1/11 Page 4 of9
CERTIFICATIONS REQUIRED FOR ALL DEVELOPMENT
Owner Certification:
1. No work of any kind may start unlit 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 requ ired, Including detention ponds proposed as part of this project, It shall be
designed and constructed first in the construction sequence of the project.
1 o. 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 appllcable 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, AG.BE~ TO AND CERTIFY THAT ALL STATEMENTS HEREIN, AND IN ATTACHMENTS FOR
THE DEV~EL08MENT 8ERMIT APPLICATION, ARE, TO THE BEST OF MY KNOWLEDGE, TRUE, AND
ACCURAT
-~--1--,,£---J~~=+>~~P'1Mll\ lU--~~/l .......... t>-f-"o/t-+-i---
1/11
Date
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 supporting documents comply with the
current requlrements ,Qftthe~lt f College Station, Texas City Code, Chapter 13 and associated BCS Unified
Design Guidelin~~mtSi.e~ it as been designed in accordance with all appllcable codes and ordinances
of the City of cpn~e·StatJ , af"tt(. !Qi. and Federal Regulations.
4. I, THE ENGl~frf~ AGR~e,q 0 A PeRTIFY THAT ALL STATEMENTS HEREIN, AND IN ATTACHMENTS
FOR THE Dfl\tl!Jtr Ii~ .awJ. -LIGATION, ARE, TO THE BEST OF MY KNOWLEDGE, TRUE, AND
ACCURA TEi........... t S HULTZ tf \\ \-Q \ ··3 ...... ?$1
\. r , •• ··~~,#' 2--1 0' ff ~--''---;<~,_-'"fr.W?-1~-~.~ .. ~o•~;~~-~~~-
Engine \~OfllAL 'C.~ -Date ~-"t;:~"I':>
Page 5 of 9
The following CERTIFICATIONS apply to development in Special Flood Hazard Areas.
Required for Site Plans, Final Plats, Construction Plans, Fill / Grading Permits, and Clearing Only
Permits:*
certify, as demonstrated in the attached drainage study, that the
alterations or development covered by this permit, shall not:
(i) increase the Base Flood elevation;
(ii) create additional areas of Special Flood Hazard Area;
(iii) decrease the conveyance capacity to that part of the Special Flood Hazard Area that is not in the floodway
and where the velocity of flow in the Base Flood event is greater than one foot per second. This area can
also be approxi mated to be either areas within 100 feet of the boundary of the regulatory floodway or
areas where the depth of from the BFE to natural ground is 18 inches or greater;
(iv) reduce the Base Flood water storage volume to the part of the Special Flood Hazard Area that is beyond
the floodway and conveyance area where the velocity of flow in the Base Flood is equal to and less than
one foot per second without acceptable compensation as set forth in the City of College Station Code of
Ordinances, Chapter 13 concerning encroachment into the Special Flood Hazard Area; nor
(v) increase Base Flood velocities.
beyond those areas exempted by ordinance in Section 5.11.3a of Chapter 13 Code of Ordinances.
Engineer Date
Initial
D * If a platting-status exemption to this requirement is asserted, provide written justification under separate
letter in lieu of certification .
Required for Site Plans, Final Plats, Construction Plans, and Fill / Grading Permits:
B. I, , certify to the following:
(i) that any nonresidential or multi-family structure on or proposed to be on this site as part of this application is
designed to prevent damage to the structure or its contents as a result of flooding from the 100-year storm.
Engineer Date
Additional certification for Floodway Encroachments:
C. I, , certify that the construction, improvement, or fill covered by this
permit shall not increase the base flood elevation. I will apply for a variance to the Zoning Board of Adjustments.
Engineer Date
1/11 Page 6 of 9
.....
Required for all projects proposing structures in Special Flood Hazard Area (Elevation Certificate
required).
Residential Structures:
D. I, , certify that all new construction or any substantial improvement
of any residential structure shall have the lowest floor, including all utilities, ductwork and any basement, at an
elevation at least one foot above the Base Flood Elevation. Required Elevation Certificates will be provided with
elevations certified during construction (forms at slab pre-pour) and post construction.
Engineer I Surveyor Date
Commercial Structures:
E. I, , certify that all new construction or any substantial improvement ~~~~~~~~~~~~~~~~
of any commercial, industrial, or other non-residential structure are designed to have the lowest floor, including all
utilities, ductwork and basements, elevated at least one foot above the Base Flood Elevation
Engineer I Surveyor Date
OR
I, , certify that the structure with its attendant utility, ductwork,
basement and sanitary facilities is designed to be flood-proofed so that the structure and utilities, ductwork,
basement and sanitary facilities are designed to be watertight and impermeable to the intrusion of water in all
areas below the Base Flood Elevation, and shall resist the structural loads and buoyancy effects from the
hydrostatic and hydrodynamic conditions.
Required Elevation Certificates will be provided with elevations certified during construction (forms at slab pre-
pour) and post construction.
Engineer I Surveyor Date
Conditions or comments as part of approval:
1/1 1 Page 7 of 9
Existing
~
1/11
FINAL PLAT MINIMUM REQUIREMENTS
(ALL CITY ORDINANCES MUST BE MET)
INCLUDING BUT NOT LIMITED TO THE FOLLOWING:
(Requirements based on field survey and marked by monuments and markers.)
~ Drawn on 24" x 36" sheet to scale of 100' per inch.
~ Vicinity map which includes enough of surrounding area to show general location of subject property in
relationship to College Station and its City Limits. No scale required but include north arrow.
~ Title Block with the following information:
~ Name and address of subdivider, recorded owner, planner, engineer and surveyor.
~ Proposed name of subdivision. (Subdivision name & street names will be approved through Brazos
County 911 .)
~ Date of preparation.
~ Engineer's scale in feet.
~ Total area intended to be developed.
~ North Arrow.
~ Subdivision boundary indicated by heavy lines.
~ If more than 1 sheet, an index sheet showing entire subdivision at a scale of 500 feet per inch or
larger.
~ All applicable certifications based on the type of final plat.
~ Ownership and Dedication
~ Surveyor and/or Engineer
~ City Engineer (and City Planner, if a minor plat)
~ Planning and Zoning Commission (delete if minor plat)
~ Brazos County Clerk
"JI] Brazos County Commissioners Court Approval (ET J Plats only)
~ If submitting a replat where there are existing improvements, submit a survey of the subject property
showing the improvements to ensure that no encroachments will be created.
~ If using private septic systems, add a general note on the plat that no private sewage facility may be
installed on any lot in this subdivision without the issuance of a license by the Brazos County
Health Unit under the provisions of the private facility regulations adopted by the Commissioner's
Court of Brazos County, pursuant to the provisions of Section 21 .084 of the Texas Water Code.
~ Location of the 100-Year Floodplain and floodway, if applicable, according to the most recent available
data.
~ Lot corner markers and survey monuments (by symbol) and clearly tied to basic survey data.
~ Matches the approved preliminary plan or qualifies as minor amendments (UDO Section 3.3.E.2).
The location and description with accurate dimensions, bearings or deflection angles and radii, area, center
angle, degree of curvature, tangent distance and length of all curves for all of the
following: (Show existing items that are intersecting or contiguous with the boundary of or forming a
boundary with the subdivision, as well as, those within the subdivision).
Proposed
~ Streets. Continuous or end in a cul-de-sac, stubbed out streets must end into a temp
turn around unless they are shorter than 100 feet.
Public and private R.O.W. locations and widths. (All existing and proposed R.O.W.'s
sufficient to meet Thoroughfare Plan.)
Street offsets and/or intersection angles meet ordinance.
Page 8 of 9
Existing Proposed
[8]
[8]
[8]
[8]
[8]
[8]
[8]
[8]
Alleys.
Easements.
A number or letter to identify each lot or site and each block (numbered sequentially).
Parkland dedication/greenbelt area/park linkages. All proposed dedications must be
reviewed by the Parks and Recreation Advisory Board and documentation of their
recommendation provided prior to being scheduled for P&Z Commission consideration.
}-)~ Construction documents for all public infrastructure drawn on 24" x 36" sheets and properly
sealed by a Licensed Texas Professional Engineer that include the following:
tljru Street, alley and sidewalk plans, profiles and sections. One sheet must show the overall
street, alley and/or sidewalk layout of the subdivision. (may be combined with other
utilities).
Sewer Design Report.
Sanitary sewer plan and profile showing depth and grades. One sheet must show the
overall sewer layout of the subdivision. (Utilities of sufficient size/depth to meet the utility
master plan and any future growth areas.)
Water Design Report and/or Fire Flow Report.
Water line plan showing fire hydrants, valves, etc. with plan and profile lines showing
depth and grades. One sheet must show the overall water layout of the subdivision .
(Utilities of sufficient size/depth to meet the utility master plan and any future growth
areas.)
Storm drainage system plan with contours, street profile, inlets, storm sewer and
drainage channels, with profiles and sections. Drainage and runoff areas, and runoff
based on 5, 10, 25, 50 and 100 year rain intensity. Detailed drainage structure design,
channel lining design & detention if used. One sheet must show the overall drainage
layout of the subdivision.
I-'$ Detailed cost estimates for all public infrastructure listed above sealed by Texas P.E.
~ Letter of completion for public infrastructure or guarantee I surety in accordance with UDO
Section 8.6.
~ Drainage Report with a Technical Design Summary.
~ Erosion Control Plan (must be included in construction plans).
[8] All off-site easements necessary for infrastructure construction must be shown on the final plat with a
volume and page listed to indicate where the separate instrument easements were filed.
Separate instrument easements must be provided in recordable form to the City prior to being scheduled
for P&Z Commission consideration.
[8] Are there impact fees associated with this development? D Yes [8J No
Impact fees must be paid prior to building permit.
[8] Will any construction occur in TxDOT rights-of-way? D Yes [8] No
If yes, TxDOT permit must be submitted along with the construction documents.
NOTE: 1. We will be requesting the corrected Final Plat to be submitted in digital form if available prior to filing
1/1 1
the plat at the Courthouse.
2. If the construction area is greater than 5 acres, EPA Notice of Intent (NOi) must be submitted prior to
issuance of a development permit.
Print Form
Page 9 or 9
Through Tax Year
2013
Issued By:
TAX CERTIFICATE
KRISTEEN ROE, CTA PH# (979) 361-4470 Property Information
Certificate #
34704
BRAZOS COUNTY TAX ASSESSOR COLLECTOR
300 E. WM. J BRYAN PKWY
Property ID: 47399 Geo ID: 649100-0050-0090
Legal Acres: 0.0000
BRYAN, TX 77803 Legal Desc: WEST PARK (CS), BLOCK 5, LOT 9-10 & 25' OF 11
Situs: 400 MONTCLAIR AVE
OBA:
Exemptions: HS OV65
Owner ID: 515961 100.00% For Entities
BRAZOS COUNTY
Value Information UPPER DECK DEVELOPMENT LLC
3151 PALEO PT
COLLEGE STATION, TX 77845-6152
CITY OF COLL. STAT.
COLLEGE STATION ISO
Z REFUND ENTITY
Current/Delinquent Taxes
Improvement HS :
Improvement NHS:
Land HS:
Land NHS:
Productivity Market:
Productivity Use:
Assessed Value
78,460
0
154,050
0
0
0
135,653
This is to certify that, after a careful check of the tax records of this office, the following delinquent taxes, penalties, interes
and any known costs and expenses as provided by Tax Code §33.48, are due on the described property for the following
taxing unit(s):
Year Entity
Totals:
Effective Date: 01/22/2014
Tax Certificate Issued for:
CITY OF COLL. STAT.
BRAZOS COUNTY
COLLEGE STATION ISD
Taxable Tax Due
0.00
Disc./P&I
0.00
Attorney Fee
0.00
Total Due if paid by: 01/31/2014
'Ibis certificate is issue": on redeal
l It does not mclu
e5'ate on ~or personal property.
Taxes Paid in 2013
238.29
0.00
117.07
Total Due
0.00
0.00
If applicable, the above-described property has/is receiving special appraisal based on its use, and additional rollback taxes may become
due based on the provisions of the special appraisal (Comptroller Rule 9.3040) or property omitted from the appraisal roll as described
under Tax Code Section 25.21 is not included in this certificate rrax Code Section 31.0S(b)].
Pursuant to Tax Code Section 31.08, if a person transfers property accompanied by a tax certificate that erroneously indicates that no
delinquent taxes, penalties or interest are due a taxing unit on the property or that fails to include property because of its omission from an
appraisal roll, the unit's tax lien on the property is extinguished and the purchaser of the property is absolved of liability to the unit for
delinquent taxes, penalties or interest on the property or for taxes based on omitted property. The person who was liable for the tax for the
ear the tax was im osed or the ro e was omitted remains ersonall liable for the tax and for an enalties or interest.
A tax certificate issued through fraud or collusion is void.
This certificate does not clear abuse of granted exemptions as defined in Section 11.43 Paragraph(1) of the Texas Property Tax Code.
Date of Issue:
Requested By:
Fee Amount:
Reference #:
01/22/2014
Schultz Joe
10.00
47399 Page: 1OF 1
True ALtomation, Inc.
' • #
Brazos County Abstract Company
"More Than 140 Years of Title Service"
P.O. Box 4704 Phone: (979) 731-1900 3800 Cross Park Drive
Bryan, Texas 77805-4704 Fax: (979) 731-1381 Bryan, Texas 77802
BCAC GF NO. BC1401588
Title Report Prepared 217/2014
for
Hayes, Murphy & Brown, LLP
Becky Tyner
12633 State Highway 30
College Station, Texas 77845
"Experience Matters"
Brazos County Abstract Company
"More Than 140 Years of Title Service"
TITLE REPORT
Effective Date: February 6, 2014 at 8:00 am
GFNO: BC1401588
LEGAL DESCRIPTION:
Being all those certain lots, tracts or parcels ofland lying and being situated in Brazos County,
Texas and being Lots Nine (9), Ten (10) and the adjoining 20 feet of Lot Eleven (11 ), Block
Five (5), WEST PARK ADDITION, an addition to the City of College Station, Texas,
according to plat recorded in Volume 102, page 198, Deed Records of Brazos County, Texas.
TITLE APPEARS TO BE VESTED IN:
Upper Deck Development, LLC
by Warranty Deed with Vendor's Lien from Barbara Murphy by Deed dated September 5,
2013, recorded in Volume 11598, page 54, Official Records of Brazos County, Texas.
SUBJECT TO:
LIENS:
Deed of Trust dated September 5, 2013, executed by Upper Deck Development, LLC to David
Zalman, Trustee, securing one note of even date payable to Prosperity Bank, in. the principal
amount of $432,000.00, recorded in Volume 11598, page 57, Official Records of Brazos County,
Texas.
Collateral Assignment of Leases from Upper Deck Development, LLC to Prosperity Bank, dated
September 5, 2013, recorded in Volume 11598, page 67, Official Records of Brazos County,
Texas.
ABSTRACTS OF JUDGMENTS/FEDERAL AND/OR STATE LIENS:
None of Record
EASEMENTS:
Easements, or claims of easements, which are not recorded in the public records.
OUTSTANDING MINERALS AND/OR ROYALTIES:
None of Record
OIL & GAS LEASES:
Lease for coal, lignite, oil, gas and other minerals, together with all rights incident thereto,
contained in estate created by Oil and Gas Lease from Oscar Murphy et ux to Robin Investments,
Inc. dated January 27, 1984, recorded in Volume 650, page 18, Official Records of Brazos County,
Texas. Reference to which instrument is here made for particulars. No further search of title has
been made as to the interest( s) evidenced by this instrument and the Company makes no
representation as to the ownership or holder of such interest(s).
RESTRICTIONS OF RECORD:
Terms, provisions, covenants, conditions, and restrictions, easements, charges, assessments and
liens provided in the Covenants, Conditions and Restrictions recorded in Volume 102, page 613
and Volume 266, page 505, Deed Records of Brazos County, Texas, but omitting any covenant,
condition or restrictions, if any, based on race, color, religion, sex, handicap, familial status or
national origin unless and only to the extent that the covenant, condition or restrictions (a) is
exempt under Title 42 of the United States Code, or (b) related to handicap, but does not
discriminate against handicapped persons.
TAXES/ ASSESSMENTS:
NONE REQUESTED
MISCELLANEOUS:
All leases, grants, exceptions or reservations of coal, lignite, oil, gas and other minerals, together with
all rights, privileges and immunities relating thereto, appearing in the Public Records whether listed in
or not. There may be leases, grants, exceptions or reservations of mineral interests that are not listed.
THIS TITLE REPORT IS ISSUED WITH THE EXPRESS UNDERSTANDING, EVIDENCED
BY THE ACCEPTANCE OF SAME THAT THE UNDERSIGNED, Brazos County
Abstract Company DOES NOT UNDERTAKE HEREIN TO GIVE OR EXPRESS ANY
OPINION AS TO THE VALIDITY OF THE TITLE TO THE PROPERTY ABOVE
DESCRIBED, NOR AS TO THE VALIDITY OF ANY OF THE INSTRUMENTS REPORTED
HEREIN, INCLUDING THE PURPORTED DEED(S) ESTABLISHING THE RECORD
OWNER(S) CITED ABOVE, BUT IS SIMPLY REPORTING BRIEFLY HEREIN AS TO THE
INSTRUMENTS FOUND OF RECORD PERTAINING TO SAID PROPERTY, AND IT IS
EXPRESSLY UNDERSTOOD AND AGREED THAT THIS TITLE REPORT IS NEITHER A
GUARANTY NOR WARRANTY OF THE TITLE. BY ACCEPTANCE OF THIS TITLE
REPORT IT IS UNDERSTOOD THAT THE LIABILITY OF THE ISSUER HEREOF IS
EXPRESSLY LIMITED TO THE ACTUAL MONETARY CONSIDERATION PAID FOR
SAID REPORT BY Hayes, Murphy & Brown, LLP. THIS SEARCH HAS BEEN
LIMITED TO THE ABOVE MATTERS AND THE ABOVE TIME PERIOD; AND WE HA VE
NOT SEARCHED FOR, NOR HA VE REFLECTED HEREIN, ANY EXAMINATION AS TO
TAX SUITS, SPECIAL ASSESSMENTS, CONFLICTS OR OTHER INSTRUMENTS WHICH
MAY AFFECT TITLE TO THE SUBJECT PROPERTY. IF TITLE INSURANCE
COVERAGE, WHICH IS NOT PROVIDED BY THIS REPORT, IS NEEDED, SAID
COVERAGE IS AVAILABLE THROUGH THE APPLICABLE PROMULGATED
POLICY(IES); AND AT A SPECIFIED RA TE PREMIUM.
Brazos County Abstract Company
BY: ----------------
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! . I
WEST PARK ADDITION .__/ __ A_a_M_co_L_LE_GE __ _
COLLEGE STATION, TEXAS
BURGESS a RUSS!Ll. DEVELOPERS
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'111E !)TATE OF TEXAs I ·
COUNTY OF BRA?DS I BEFORE ME, the ~\ra~gne4 autbor.l.ty, 011 this day peraonally .. .
a1•peared H.E, llurgeH and· Dlll11.al. RuHell, partJIO:ra· ot Weat Parle Realty Co1DP1111y, .a partner-
11hip, both .known to 1111 to be the perlOU wboee naua are eubeoribecl to the above and rore-. .
going ioetrument and aolcnCJWleclge4 to 111e ~at;tbey 11%ttoutecl the eeae tor the purpoaea and
coadcloration therein exprueed, l.Dd·-the oa11.,olty • therein atated.
GIVEN u.uder 1111 band and aN;J. ot ottiae tbia tbe 19tb day or lanuary 1940,
Vto;toria Ilomtn111:, Notary .Public,
(.i>EAL)
'l'he rorae:oiog ia a tr11e oopy ot the original 1llatnua1111t wbicb waa tll84 tor reoord oo
l9t!l clay or .Tany A.D, 1940 at 1:5D o'oloolc-p,m, aod duly re~l'ded on the 20tb clay or
Jany ·~·"· 1940 at 9 o• oloolc a.m. to wbioh I oertU,
----
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\
MINUTES OF THE ORGANIZATIONAL
MEETING OF THE MEMBERS OF
UPPER DECK DEVELOPMENT, LLC,
A LIMITED LIABILITY COMPANY
The organizational meeting of the Members of Upper Deck Development, LLC, (hereinafter the
"Company") was held at 3151 Paleo Point, College Station, Texas 77845, on June 12, 2013.
The following Members attended the meeting: Paul W. Murphy. The undersigned waived notice of the
meeting as evidenced by the attached Waiver of Notice signed and appended hereto.
Paul W. Murphy was designated chairman of the meeting and designated secretary.
CERTIFICATE OF FORMATION
The secretary then presented and read to the meeting a copy of the Certificate of Formation and reported
that on June 12, 2013, the original thereof was filed in the office of the Secretary of State of the State of
Texas and that the Secretary of State issued a formal Acknowledgment of Filing to the company on that
date.
Upon motion duly made, seconded and carried, it was:
RESOLVED, that the Certificate of Formation be accepted and approved in all respects.
COMPANY AGREEMENT
The secretary then presented a proposed form of company agreement for regulating and managing
Company affairs. The proposed company agreement was considered and upon motion duly made,
seconded and unanimously adopted, it was:
RESOLVED, that the form of company agreement submitted and reviewed at this meeting is
adopted as the Company Agreement.
MEMBERSHIP INTEREST CERTIFICATES
The Secretary submitted to the meeting a specimen membership interest certificate proposed for use as
the Company's certificate for membership interest. Upon motion duly made, seconded and carried, it
was:
RESOLVED, that the specimen membership interest certificate presented to this meeting be and
hereby is adopted as the Company's form of Membership Interest Certificate; and
RESOLVED FURTHER, that the specimen Membership Interest Certificate be appended to the
minutes of the meeting.
LIMITED LIABILITY COMPANY RECORD BOOK
The secretary presented the Company's record book containing a copy of the Certificate of Formation, the
Acknowledgment of Filing, the Company Agreement previously approved at the meeting, the Membership
Interest Certificate stubs, and the Membership Interest transfer ledger. On motion duly made, seconded
and unanimously adopted, it was:
1
RESOLVED, that the record book presented to this meeting by the secretary is approved and
adopted, and the secretary's insertion of Certificate of Formation, the Acknowledgment of Filing, and the
Company Agreement into the record book, is ratified and approved; and
RESOLVED FURTHER, that the secretary is instructed to authenticate the record book, to retain
custody thereof, and to insert into the record book the minutes of this meeting and of other proceedings of
the Members, Managers, and any committee established by the Managers, and to keep records
pertaining to the issuance and transfer of Membership Interest In the Membership Interest Certificate
stubs and Membership Interest transfer book respectively.
MEMBERSHIP INTEREST ISSUED
Upon motion duly made, seconded and carried, it was:
RESOLVED, that the Members be, and hereby are, authorized to issue from time to time
authorized Membership Interests of the Company for money paid, labor done, promissory note, or
personal property or real estate or leases thereof actually acquired arid upon such terms as the Members
in their discretion may determine.
The chairman stated that offers to purchase one hundred percent (100%) of the Membership Interest of
the Company be issued to the following in the proportions set opposite their names and for the
consideration stated next thereto:
Member's Name Member's Interest
Paul W. Murphy 1000 membership units
Consideration
$500.00 in cash, goods
or labor performed
RESOLVED, that the Members are authorized to issue additional Membership Interest to
appropriately qualified purchasers.
COMMENCING BUSINESS
The chairman announced that consideration had been received for the issuance of Membership Interest,
and that the Company consequently was able to commence and transact business and to incur
indebtedness.
ORGANIZATIONAL EXPENSES
Upon motion duly made, seconded and carried, it was:
RESOLVED, that the Members be and hereby are authorized to pay all charges and expenses
incident to or arising out of the organization of and to reimburse any person who has made any
disbursement therefor.
BANK ACCOUNT
The chairman then stated that it was desirable to maintain a depository for Company funds. Thereupon,
on motion duly made, seconded and unanimously adopted, it was:
2
RESOLVED, that the Members be and hereby are authorized to open a bank account on the
Company's behalf with any banks the Members deem appropriate.
PRINCIPAL OFFICE
Upon motion duly made, seconded and carried, it was:
RESOLVED, that a Company office be established and maintained at 3151 Paleo Point., College
Station, Texas, 77845, and that meetings of the Members from time to time may be held either at the
principal office or at such other place as the Members shall from time to time order.
LICENSES AND PERMITS
Additionally, the officers were directed to obtain in the Company's name such other licenses and tax
permits as may be required for the conduct of Company business by any federal, state, county, or
municipal governmental statute, ordinance, or regulations, and to do all things necessary or convenient to
qualify to transact Company business in compliance with the laws and regulations of any appropriate
federal, state, or municipal governmental authority.
OTHER STATES
Upon motion duly made, seconded and carried, it was:
. RESOLVED , that for the purpose of authorizing the Company to do business in any state,
territory or dependency of the United States or any foreign country in which it is necessary or expedient
for the Company to transact business, the Company officers are hereby authorized to appoint and
substitute all necessary agents or attorneys for service of process, to designate and change the location
of all necessary statutory offices and to make and file all necessary certificates, reports, powers of
attorney and other instruments as may be required by the laws of such state, territory, dependency or
country to authorize the Company to transact business therein.
FISCAL YEAR
On motion duly made, seconded and carried, it was:
RESOLVED, that the Company fiscal year shall begin on January 1, and end on December 31,
subject to change by resolution, as appropriate, at the discretion of the Members.
CARRY ON BUSINESS
Upon motion duly made, seconded and carried, it was:
RESOLVED, that the signing of these minutes shall constitute full consent, confirmation,
ratification, adoption and approval of the holding of the above meeting, the actions hereby taken, the
resolutions herein adopted and waiver of notice of the meeting by the signatories.
3
ADJOURNMENT
There being no further business before the meeting, on motion duly made, seconded and carried, the
meeting was adjourned.
Dated: June 12, 2013
Paul
A true copy of each of the following papers referred to in
Specimen Membership Interest Certificate
4
WAIVER OF NOTICE AND CONSENT
The undersigned, being the Members named in the Company's Certificate of Formation filed with the
Secretary of State of Texas, by approving the Minutes of the Organizational Meeting and by this
resolution, hereby waive notice of the time and place of the meeting, consent to the meeting and approve
the contents of the Minutes of the Organizational Meeting.
Date: June 12, 2013 /
5
CONSENT TO SERVE AS REGISTERED AGENT FOR
UPPER DECK DEVELOPMENT, LLC,
A LIMITED LIABILITY COMPANY
Entity Information
1. The name of the entity is Upper Deck Development LLC, which is a Texas limited liability
company.
2. The file number issued to the filing entity by the secretary of state is 801800953.
Registered Agent Information
3. The name of the registered agent is Paul W. Murphy.
Statement of Consent
4. Paul W. Murphy specifically consents to serve as the registered agent for Upper Deck
Development LLC, a Texas limited liability company. I am a resident of the state and understand that it
will be my responsibility to receive any process, notice, or demand that is served on me as the registered
agent of the represented entity; to forward such to the represented entity; and to immediately notify the
represented entity and submit a statement of resignation to the Secretary of State if I resign.
Execution
5. The undersigned signs this document subject to the penalties imposed by law for the
submission of a materially false or fraudalent instrument.
Dated: V-lA\..( 11 ~13
Paul
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COMPANY AGREEMENT
OF
Upper Deck Development, LLC,
a Texas Limited Liability Company
This Company Agreement of Upper Deck Development, LLC is executed as of June 12, 2013,
(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; (ii) 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) seeks, consents to, or
acquiesces in the appointment of a trustee, receiver, or liquidator of the Member's or of all or any
substantial part of the Member's properties: or (b) against which a Proceeding seeking
reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief
under 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 all 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 .
"Capltal Account" means a capital account maintained for a Member as provided by
Treasury Regulatlon 1. 704-1 (b)(2)(iv) of the Regulations of the Internal Revenue Service.
"Capital Contribution" means the amount of money and the Net Value 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 Upper Deck Development, LLC, a Texas limited liability company.
'I
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"Default Interest Rate" means a rate per annum equal to the lesser of (a) ten percent
(10%) plus the prime rate published in The Wall Street Journal on the day the rate is determined
(or the most recent day on which The Wall Street Journal was published if the paper is not
published on the day the rate is determined), or, (b) the maximum rate permitted by applicable
law.
"Former Member" means any person who had executed this Agreement, as of the date of
this Agreement as a Member, or hereafter admitted to the Company as a Member, as provided in
the Agreement, but who is no longer a Member of the Company; however, this term does not
include a person who ceases to be a Member as a result of bankruptcy, default or expulsion.
"Fundamental Business Transaction" has that meaning assigned to it by the definitions in
the TBOC, as may be amended from time to time, and includes (a) a merger, (b) an interest
exchange, (c) a conversion, or (d) a sale of all or substantially all of an entity's assets (with or
without good will), other than In the usual and regular course of the Company's business.
"General Interest Rate" means a rate per annum equal to the lesser of (a) the prime rate
published in The Wall Street Journal on the day the rate is determined (or the most recent day on
which The Wall Street Journal was published if the paper is not published on the day the rate is
determined), or, (b) the maximum rate permitted by applicable law.
"Internal Revenue Code" means the Internal Revenue Code of 1986 and any successor
statute, as amended from time to time.
"Member" means any person executing this Agreement as of the date of this Agreement
as a Member or hereafter admitted to the Company as a Member as provided in this Agreement,
but does not include any person who has ceased to be a Member of the Company.
"Membership Interest" means the interest of a Member in the Company, including,
without limitation, rights to distributions (liquidating or otherwise), allocations, information, and to
consent or approve.
"Net Value" means, in connection with a Capital Contribution of property, the value of the
asset less any indebtedness to which the asset is subject when contributed.
"Ownership Interest" means the ratio in which the Members shall share profits and
losses, as provided in this Agreement. The sum of the Members' Interests shall be one hundred
percent (100%).
"Person" means an Individual or a corporation, partnership, limited liability company,
business trust, trust, association, or other organization, estate, government or governmental
subdivision or agency, or other legal entity
"Proceeding" means any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, arbitrative or investigative.
"Simple Majority" means one or more Members having among them more than fifty
percent (50%) of the Ownership Interests of all Members.
"Super Majority" means one or more Members having among them more than sixty-six
and sixty-seven hundredths percent (66.67%) of the Ownership Interests of all Members.
''TBOC" means the Texas Business Organizations Code, including any successor
statute, as amended from time to time.
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"Transfer" means any sale, transfer, encumbrance, gift, donation, assignment, pledge,
hypothecation, or other form of transfer of a Membership Interest or any portion of a Membership
Interest, whether voluntary or involuntary, whether attempted or completed, and whether during
the transferor's lifetime or upon or after the transferor's death, including by operation of law, court
order, judicial process, foreclosure, levy or attachment.
Other terms defined herein have the meaning so given them.
ARTICLE II
ORGANIZATION
2.01 Formation. The Company has been organized as a Texas limited liability company by
filing a Certificate of Formation with the Secretary of State of Texas, which may be amended or restated
from time to time.
2.02 Name. The name of the Company is "Upper Deck Development, LLC" and all Company
business must be conducted in that name or such other names that comply with applicable law as the
Members may select from time to time.
2.03 Registered Office and Registered Agent. The registered office of the Company
required by the TBOC to be maintained in the State of Texas shall be the office of the initial registered
agent named in the Certificate of Formation or such other office (which need not be a place of business of
the Company) as the Members may designate from time to time in the manner provided by law. The
registered agent of the Company in the State of Texas shall be the initial registered agent named in the
Certificate of Formation or such other person or persons as the Members may designate from time to time
in the manner provided by law.
2.04 Principal Office and Other Offices. The principal office of the Company in the United
States shall be at such place as the Members may designate from time to time, which need not be in the
State of Texas. The Company may have such other offices as the Members may designate from time to
time.
2.05 Purposes. The primary purposes of the Company shall be any lawful purpose which
may be undertaken by the company in accordance with the applicable provisions of the Texas Business
Organizations Code.
2.06 Powers. The Company shall have all powers necessary, suitable or convenient for the
accomplishment of the purposes of the Company, including without limitation (a) to make and perform all
contracts; (b) to borrow or lend money and secure payment thereof; (c) to engage in all activities and
transactions; and (d) to have all powers available to a limited liability company under (i) the TBOC, (ii) any
other laws in the State of Texas, and (iii) the laws of any other jurisdiction where the Company conducts
business.
2.07 Foreign Qualification. Prior to the Company's conducting business in any jurisdiction
other than Texas, the Members shall cause the Company to comply, to the extent procedures are
available and those matters are reasonably within the control of the Members, with all requirements
necessary to qualify the Company as a foreign limited liability company in that jurisdiction. Each Member
shall immediately execute, acknowledge, swear to, and deliver all certificates and other instruments
conforming with this Agreement that are necessary or appropriate to qualify, continue, and terminate the
Company as a foreign limited liability company in all such jurisdictions in which the Company may
conduct business.
2.08 Term. The Company will commence as provided in the Certificate of Formation for the
Company filed with the Secretary of the State of Texas, and will continue until the Company terminates
under the terms of this Agreement.
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2.09 Mergers and Exchanges. The Company may be a party to a merger, an exchange, or
acquisition under the TBOC, subject to the requirements of this Agreement.
2.10 No State-Law Partnership. The Members intend that the Company not be a
partnership, a limited partnership, or a joint venture, and that no Member be a partner or joint venturer of
any other Member, for any purposes other than federal and state tax purposes, and this Agreement may
not be construed to suggest otherwise.
ARTICLE Ill
MEMBERSHIP
3.01 Initial Members, Capital Commitments, and Ownership Interests. The persons
listed on Exhibit A are hereby admitted to the Company as a Member, effective contemporaneously with
the Effective Date of formation of the Company. Set forth opposite the name of each Member listed on
Exhibit A is such Member's Capital Commitment and its Ownership Interest. Exhibit A may be amended
from time to time to reflect changes In or additions to the membership of the Company. Any such
amended Exhibit A shall (a) supersede all prior Exhibit A's, (b) become part of this Agreement, and (c) be
kept on file at the principal office of the Company. Each Member represents that the Member is
acquiring an interest in the Company for the account of such Member and not with a view to distribution
thereof within the meaning of the Securities Act of 1933, as amended, or any state securities laws. The
Member will not transfer such interest in contravention of that act or any applicable state or federal
securities laws.
3.02 Additional Members. Additional persons may be admitted to the Company as
Additional Members on such terms and conditions as shall be determined by unanimous consent of the
Members. The terms of admission or issuance must specify the Ownership Interests and the Capital
Commitments applicable thereto. The terms of admission or Issuance may also provide for the creation
of different classes or groups of Members having different rights, powers, and duties. The Members
shall reflect the creation of any new class or group in an amendment to this Agreement indicating the
different rights, powers, and duties, and such an amendment need be executed only by the Members.
3.03 Member Rights Specified in Agreement. Except as otherwise specifically provided in
this Agreement, no Member shall have the right (a) to sell, transfer or assign Its interest In the Company;
(b) to require partition of the property of the Company; (c) to compel the sale of Company assets; or (d) to
cause the winding up of the Company.
3.04 No Authority. Except as otherwise specifically provided in this Agreement, no Member
(other than an officer) has the authority or power to (a) transact business In the name of or on behalf of
the Company, (b) bind or obligate the Company, or (c) incur any expenditures on behalf of the Company.
3.05 Llablllty to Third Parties. No Member shall be liable for the debts, obligations or
liabilities of the Company, including under a judgment decree or order of a court.
. 3.06 Withdrawal. A Member may withdraw from the Company with sixty (60) days notice to
the Members of the Company, subject to winding up or termination as provided in Article XVI of this
Agreement.
ARTICLE IV
CAPITAL CONTRIBUTIONS
4.01 Initial Contributions. Contemporaneously with the execution of this Agreement, each
Member shall make the initial Capital Contribution described for that Member in Exhibit A
4.02 No Further Contributions. No Member shall be required to make any Capital
Contributions other than those specifically described by this Agreement, unless agreed to in writing by the
contributing Member or required by the TBOC.
..
( 4.03 Return of Contributions. No Member is entitled to the return of any part of its Capital
Contributions or to be paid Interest in respect of either its Capital Account or its Capital Contributions. An
unrepaid Capital Contribution is not a liability of the Company or of any Member.
4.04 Loans by Members. If the Company does not have sufficient cash to pay its
obligations, any Member that may agree to do so with the Members' consent may advance all or part of
the needed funds to or on behalf of the Company. An advance described in this paragraph constitutes a
loan from the Member to the Company, bears Interest at the General Interest Rate from the date of the
advance until the date of payment, and is not a Capital Contribution.
4.05 Capital Accounts. A Capital Account shall be established and maintained for each
Member. The Capital Account of each Member:
(a) shall consist of (i) the amount of money contributed by that Member to the Company,
and (ii) the fair market value of property contributed by that Member to the Company (net of
liabilities secured by the contributed property that the Company is considered to assume or take
subject to under Section 752 of the Internal Revenue Code);
(b) shall be increased by allocations to that Member of Company income and gain (or
items thereof), including income and gain exempt from tax and income and gain described in
Treasury Regulation § 1.704-1(b)(2)(iv)(g), but excluding income and gain described in Treasury
Regulation§ 1.704-1(b)(4)(i); and
(c) shall be decreased by (i) the amount of money distributed to that Member by the
Company, (ii) the fair market value of property distributed to that Member by the Company (net of
liabilities secured by the distributed property that the Member is considered to assume or take
subject to under section 752 of the Internal Revenue Code), (iii) allocations to that Member of
expenditures of the Company described in Section 705(a)(2)(8} of the Internal Revenue Code,
and (iv) allocations of Company loss and deduction (or items thereof), including Joss and
deduction described In Treasury Regulation § 1. 704-1 (b)(2)(iv)(g), but excluding items described
in clause (c)(lii) above and loss or deduction described in Treasury Regulation§ 1.704-1(b)(4)(i)
or§ 1.704-1(b)(4)(1ii).
The Capital Account of each Member also shall be maintained and adjusted as permitted by the
provisions of Treasury Regulation § 1.704-1 (b)(2)(iv)(f) and as required by the other provisions of
Treasury Regulation§ 1.704-1(b)(2)(1v) and 1.704-1(b)(4), including adjustments to reflect the allocations
to the Members of depreciation, depletion, amortization, and gain or loss as computed for tax purposes,
as required by Treasury Regulation §1.704-1(b)(2)(iv)(g). A Member that has more than one
Membership Interest shall have a single Capital Account that reflects all its Membership Interests,
regardless of the class of Membership Interests owned by that Member and regardless of the time or
manner in which those Membership Interests were acquired. On the transfer of all or part of a
Membership Interest, the Capital Account of the transferor that is attributable to the transferred
Membership Interest or part thereof shall carry over to the transferee Member in accordance with the
provlsions of Treasury Regulation§ 1.704-1(b)(2)(iv)(I).
5.01 Allocations.
ARTICLEV
ALLOCATIONS AND DISTRIBUTIONS
(a) Except as may be required by Section 704(c) of the Internal Revenue Code and
Treasury Regulation§ 1.704-1(b)(2)(iv)(f)(4), all items of income, gain, loss, deduction and credit
of the Company shall be allocated among the Members in accordance with their Ownership
Interests.
..
(b) All items of income, gain, loss, deduction, and credit allocable to any Membership
Interest that may have been transferred shall be allocated between the transferor and the
transferee based on the portion of the calendar year during which each was recognized as
owning that Membership Interest, without regard to the results of Company operations during any
particular portion of that calendar year and without regard to whether cash distributions were
made to the transferor or the transferee during that calendar year; provided, however, that this
allocation must be made in accordance with a method permissible under Section 706 of the
Internal Revenue Code and the regulations thereunder.
(c) Jn the event any Member unexpectedly receives any adjustments, allocations or
distributions described in§ 1.704-1(b)(2)(ii)(d)(4), (5) or (6) of the Treasury Regulations, items of
the Company's income and gain shall be specially allocated as a qualified income offset to each
such Member in an amount and manner sufficient to eliminate, to the extent required by the
Treasury Regulations , the Adjusted Capital Account Deficit of such Member as quickly as
possible, provided that an allocation pursuant to this paragraph 5.01 (c) shall be made only if and
to the extent that such Member has an Adjusted Capital Account Deficit after all other allocations
provided for in this Article have been tentatively made as if this paragraph 5.01(c) were not in this
Agreement.
5.02 Distributions.
(a) From time to time (but at least once each calendar quarter) the Members shall
determine in their reasonable judgment to what extent (if any) the Company's cash on hand
exceeds its current and anticipated needs, including, without limitation, for operating expenses,
debt service, acquisitions, and a reasonable contingency reserve. If such an excess exists, the
Members shall cause the Company to distribute to the Members, in accordance with their
Ownership Interests, an amount In cash equal to that excess.
(b) From time to time the Members also may cause property of the Company other than
cash to be distributed to the Members, which distribution must be made in accordance with their
Ownership Interests and may be made subject to existing liabilities and obligations. Immediately
prior to such a distribution, the Capital Accounts of the Members shall be adjusted as provided in
Treasury Regulation § 1. 704-1 (b )(2)(iv)(f).
ARTICLE VI
MANAGEMENT
6.01 Management by Members. The management of the Company is fully reserved to its
Members in proportion to the Members' respective Ownership Interests, the Members shall have the sole
and exclusive control of the management, business and affairs of the Company, and the Members shall
make all decisions and take all actions for the Company not otherwise provided for in this Agreement,
including, without limitation, the following:
(a) entering Into, making, and performing contracts, agreements, and other
undertakings binding the Company that may be necessary, appropriate, or advisable in
furtherance of the purposes of the Company and making all decisions and waivers thereunder;
(b) opening and maintaining bank and investment accounts and arrangements, drawing
checks and other orders for the payment of money, and designating individuals with authority to
sign or give instructions with respect to those accounts and arrangements;
(c) maintaining the assets of the Company in good order;
(d) collecting sums due the Company;
(e) to the extent that funds of the Company are available therefor, paying debts and
.,
obligations of the Company;
(f) acquiring, utilizing for Company purposes, and disposing of any asset of the
Company;
(g) borrowing money or otherwise committing the credit of the Company for Company
activities and voluntary prepayments or extensions of debt;
(h) selecting, removing, and changing the authority and responsibility of lawyers,
accountants, and other advisers and consultants;
(i) obtaining insurance for the Company;
U) determining distributions of Company cash and other property as provided in
paragraph 5.02 of this Agreement;
(k) establishing a seal for the Company; and
(I) designating one or more committees, each of which shall be comprised of one or
more Members, to exercise any authority of the Members in the management, business and
affairs of the Company.
6.02 Restrictions. Notwithstanding the provisions of paragraph 6.01 of this Agreement, the
Members may not cause the Company to do any of the following without complying with the applicable
requirements set forth below:
(a) enter into a Fundamental Business Transaction, without complying with the
applicable procedures set forth in the TBOC regarding approval by the Members (unless such
provision is rendered inapplicable by another provision of applicable law);
(b) do any act in violation of this Agreement;
(c) admit a Member, except as expressly permitted by this Agreement;
(d) possess Company property or assign rights in Company property, other than for a
Company purpose; or
(e) amend this Agreement, except as expressly permitted by this Agreement.
6.03 Conflicts of Interest. Subject to the other express provisions of this Agreement, each
Member and officer of the Company at any time and from time to time may engage In and possess
interests in other business ventures of any and every type and description, independently or with others,
including ones in competition with the Company, with no obligation to offer to the Company or any other
Member or officer the right to participate therein.
6.04 Contracts or Transactions with Interested Directors or Officers. This provision
applies only to a contract or transaction between the Company and one or more of its Members or
officers, or between the Company and an entity or other organization in which one or more of the
Company's Members or officers is a managerial official or has a financial interest.
An otherwise valid contract or transaction is valid notwithstanding that a Member or officer of the
company Is present at or participates in the meeting of the Members or officers, or of a committee of the
Members or officers that authorizes the contract or transaction, or votes or signs, in the person's capacity
as a Member or officer, a written consent of Members or officers to authorize the contract or transaction,
if: (1) the material facts as to the relationship or interest and as to the contract or transaction are
disclosed to or known by (a) the Members or officers or a committee of the Members or officers and the
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Members or officers or committee in good faith authorize the contract or transaction by the affirmative
vote of the majority of the disinterested Members or officers or committee members, regardless of
whether the disinterested Members or officers or committee members constitute a quorum; or {b) the
Members of the Company, and the Members in good faith approve the contract or transaction by vote of
the Members; or (2) the contract or transaction is fair to the Company when the contract or transaction is
authorized, approved, or ratified by the Members or officers, a committee of the Members or officers, or
the Members of the Company.
ARTICLE VII
CONFIDENTIAL INFORMATION
7.01 Confidential Information. The Members acknowledge that, from time to time, they may
receive information from or regarding the Company in the nature of trade secrets or that otherwise is
confidential, the release of which may be damaging to the Company or persons with which It does
business. Each Member shall hold in strict confidence any information it receives regarding the
Company that is identified as being confidential {and if that information is provided in writing, that is so
marked) and may not disclose it to any person other than another Member, except for disclosures {i)
compelled by law (but the Member must notify the Members promptly of any request for that information,
before disclosing it, if practicable), (ii) to advisers or representatives of the Member or persons to which
that Member's Membership Interest may be transferred as permitted by this Agreement, but only if the
recipients have agreed to be bound by the provisions of this paragraph, or (iii) of information that Member
also has received from a source independent of the Company that the Member reasonably believes
obtained that information without breach of any obligation of confidentiality.
7.02 Specific Performance. The Members acknowledge that breach of the provisions of
paragraph 7.01 of this Agreement may cause irreparable injury to the Company for which monetary
damages are inadequate, difficult to compute, or both. Accordingly, the Members agree that the
1 provisions of paragraph 7.01 of this Agreement may be enforced by specific performance.
8.01 Meetings.
ARTICLE VIII
MEETING OF MEMBERS
(a) A quorum shall be present at a meeting of Members if the holders of a Simple
Majority are represented at the meeting in person or by proxy. With respect to any matter, other
than a matter for which the affirmative vote of the holders of a specified portion of the Ownership
Interests of all Members entitled to vote is required by the TBOC or this Agreement, the
affirmative vote of a Simple Majority at a meeting of Members at which a quorum is present shall
be the act of the Members, except as provided by paragraph 8.01(b) or by another specific
provision in this Agreement.
(b) The unanimous consent of the Members shall be required for the Company to enter
into a Fundamental Business Transaction.
(c) All meetings of the Members shall be held at the principal place of business of the
Company or at such other place within or outside the State of Texas as shall be specified or fixed
in the notices or waivers of notice thereof; provided that any or all Members may participate in
any such meetings by means of conference telephone or similar communications equipment
pursuant to paragraph 8.06 of this Agreement.
(d) Notwithstanding the other provisions of the Certificate of Formation or this
Agreement, the chairman of the meeting or the holders of a Super Majority shall have the power
to adjourn such meeting from time to time, without any notice other than announcement at the
meeting of the time and place of the holding of the adjourned meeting. If such meeting is
adjourned by the Members, such time and place shall be determined by a vote of the holders of a
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( Super Majority. Upon the resumption of such adjourned meeting, any business may be
transacted that might have been transacted at the meeting as originally called.
(e) An annual meeting of the Members for the transaction of other business as may
properly come before the meeting, shall be held at such place, within or outside the State of
Texas, on such date and at such time as the Members shall fix and set forth in the notice of the
meeting, which date shall be within thirteen (13) months subsequent to the date of organization of
the Company or the last annual meeting of Members, whichever most recently occurred.
(f) Special meetings of the Members for any proper purpose or purposes may be called
at any time by the holders of at least ten percent of the Ownership Interests of all Members. If
not otherwise stated in or fixed in accordance with the remaining provisions hereof, the record
date for determining Members entitled to call a special meeting is the date any Member first signs
the notice of that meeting, except that the date may not be earlier than the 60th day before the
date the special meeting of Members is originally to be called. Only business within the purpose
or purposes described in the notice (or waiver thereof) required by this Agreement may be
conducted at a special meeting of the Members.
(g) Written or printed notice stating the place, day and hour of the meeting and, in the
case of a special meeting, the purpose or purposes for which the meeting is called, shall be given
not less than ten (10) nor more than sixty (60) days before the date of the meeting, either
personally or by mail, by or at the direction of the person calling the meeting, to each Member
entitled to vote at such meeting. If mailed, any such notice shall be deemed to be given when
deposited in the United States mail, addressed to the Member at his address on the voting list
provided for in paragraph 8.02 of this Agreement, with postage thereon prepaid.
(h) The date on which notice of a meeting of Members is mailed or the date on which
the resolution of the Members declaring a distribution is adopted, as the case may be, shall be
the record date for the determination of the Members entitled to notice of or to vote at such
meeting, including any adjournment thereof, or the Members entitled to receive such distribution,
except that the date may not be earlier than the 60th day before the date the meeting is originally
to be held or the 6oth day before the date the resolution of the Members declaring a distribution is
originally to be adopted.
(i) Notice of meetings may be given to Members by facsimile or electronic message
(e-mail).
8.02 Voting List. The Members shall make, at least ten (10) days before each meeting of
Members, a complete list of the Members entitled to vote at such meeting or any adjournment thereof,
arranged In alphabetical order, with the address of and the Ownership Interests held by each. For a
period of ten (10) days prior to such meeting, such list shall be kept on file at the registered office or
principal place of business of the Company and shall be subject to inspection by any Member at any time
during usual business hours. Such list shall also be produced and kept open at the time and place of the
meeting and shall be subject to the inspection of any Member during the whole time of the meeting. The
original membership records shall be prima-facie evidence as to who are the Members entitled to
examine such list or transfer records or to vote at any meeting of Members. Failure to comply with the
requirements of this paragraph shall not affect the validity of any action taken at the meeting.
8.03 Proxies. A Member may vote either in person or by proxy executed In writing by the
Member. A telegram, telex, cablegram or similar transmission by the Member, or a photographic,
photostatic, facsimile or similar reproduction of a writing executed by the Member shall be treated as an
execution in writing for purposes of this paragraph. Proxies for use at any meeting of Members or in
connection with the taking of any action by written consent shall be filed with the Members, before or at
the time of the meeting or execution of the written consent, as the case may be. All proxies shall be
received and taken charge of and all ballots shall be received and canvassed by the Members, who shall
decide all questions touching upon the qualification of voters, the validity of the proxies, and the
..
acceptance or rejection of votes, unless an inspector or inspectors shall have been appointed by the
chairman of the meeting, in which event such inspector or inspectors shall decide all such questions. No
proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in
the proxy. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is
irrevocable and the proxy Is coupled with an interest. Should a proxy designate two or more persons to
act as proxies, unless that instrument shall provide to the contrary, a majority of such persons present at
any meeting at which their powers thereunder are to be exercised shall have and may exercise all the
powers of voting or giving consents thereby conferred, or if only one be present, then such powers may
be exercised by that one; or, if an even number attend and a majority do not agree on any particular
issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy
does not specify how the Ownership Interests that are the subject of such proxy are to be voted with
respect to such issue.
8.04 Conduct of Meetings. All meetings of the Members shall be presided over by the
chairman of the meeting, who shall be designated by a Simple Majority of the Members. The chairman
of any meeting of Members shall determine the order of business and the procedure at the meeting,
including the regulation of the manner of voting and the conduct of discussion.
8.05 Action by Unanimous Written Consent Without Meeting.
(a) Any action required or permitted to be taken at any annual or special meeting of
Members may be taken without a meeting, without prior notice, and without a vote, by unanimous
written consent of the Members or committee members, as the case may be, setting forth the
action so taken. No written consent shall be effective to take the action that is the subject to the
consent unless, within sixty (60) days after the date of the earliest dated consent delivered to the
Company in the manner required by this paragraph, the signed consent or consents are delivered
to the Company by delivery to its registered office, its principal place of business, or the
Members. Delivery shall be by hand or certified or registered mail, return receipt requested.
Delivery to the Company's principal place of business shall be addressed to the Members.
Every written consent shall bear the date of signature of each Member who signs the consent,
and the consent may be in one or more counterparts. A telegram, telex, cablegram or similar
transmission by a Member, or a photographic, photostatic, facsimile or similar reproduction of a
writing signed by a Member, shall be regarded as signed by the Member for purposes of this
paragraph. The signed consent or a signed copy of the consent shall be kept on file at the
principal office of the Company.
(b) The record date for determining Members entitled to consent to action in writing
without a meeting shall be the first date on which a signed written consent setting forth the action
taken or proposed to be taken is delivered to the Company by delivery to its registered office, its
principal place of business, or the Members. Delivery shall be by hand or by certified or
registered mall, return receipt requested. Delivery to the Company's principal place of business
shall be addressed to the Members.
(c) If any action by Members is taken by written consent, any articles or documents filed
with the Secretary of State of Texas as a result of the taking of the action shall state, in lieu of any
statement required by the TBOC concerning any vote of Members, that written consent has been
given in accordance with the provisions of the TBOC and that any written notice required by the
TBOC has been given.
8.06 Action by Telephone Conference or Other Remote Communications Technology.
Members may participate In and hold a meeting by means of conference telephone or similar
communications equipment by which all persons participating in the meeting can hear each other. Or,
another suitable electronic communications system may be used including video-conferencing technology
or the Internet, but only if each member entitled to participate in the meeting consents to the meeting
being held by means of that system and the system provides access to the meeting In a manner or using
a method by which each member participating in the meeting can communicate concurrently with each
other participant. Participation in such meeting shall constitute attendance and presence in person at
such meeting, except where a person participates in the meeting for the express purpose of objecting to
the transaction of any business on the ground that the meeting is not lawfully called or convened.
8.07 Classes of Members; Voting. At an annual or special meeting called for that purpose,
the Members may from time to time establish classes or groups of Members. One or more of the
Members' groups or classes may have certain expressed relative rights, powers, and duties, including
voting rights, to be established at the time when the classes or groups are created, with seniority granted
to one or more class or group as designated by the Members.
ARTICLE IX
OFFICERS
9.01 Quallflcatlon. The Members may, from time to time, designate one or more persons to
be officers of the Company. No officer need be a resident of the State of Texas or a Member. Any
officers so designated shall have such authority and perform such duties as the Members may, from time
to time, delegate to them. The Members may assign titles to particular officers. Unless the Members
decide otherwise, if the title is one commonly used for officers of a business corporation, the assignment
of such title shall constitute the delegation to such officer of the authority and duties that are normally
assodated with that office, subject to any specific delegation of authority and duties made to such officer
by the Members pursuant to this paragraph. Each officer shall hold offi.ce until his successor shall be
duly designated and qualify for such office, until his death, or untll he shall resign or shall have been
removed in the manner hereinafter provided. Any vacancy occurring In any office of the Company may
be filled by the Members. Any number of offices may be held by the one person.
9.02 Compensation. The salaries or other compensation, if any, of the officers and agents
of the Company shall be fixed from time to time by the Members. However, election or appointment of
an officer or agent shall not of itself, nor shall anything in this Agreement, create contract rights.
9.03 Resignation. Any officer may resign as such at any time. Such resignation shall be
made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of
its receipt by the Members. The acceptance of a resignation shall not be necessary to make It effective,
unless expressly so provided in the resignation.
9.04 Removal. Any officer may be removed as such, either with or without cause, by the
Members whenever in their judgment the best interests of the Company will be served thereby; provided,
however, that such removal shall be without prejudice to the contract rights, if any, of the person so
removed.
ARTICLEX
INDEMNIFICATION
10.01 Right to Indemnification. Subject to the limitations and conditions as provided in this
Article, each person who was or is made a party or is threatened to be made a party to or is involved in
any Proceeding, or any appeal In such a Proceeding, or any inquiry or investigation that could lead to
such a Proceeding, by reason of the fact that he or she, or a person of whom he or she is the legal
representative, is or was a Member of the Company or while a Member of the Company Is or was serving
at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee,
agent, or similar functionary of another foreign or domestic limited liability company, corporation,
partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise shall be
indemnified by the Company to the fullest extent permitted by the TBOC, as the same exist or may
hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment
permits the Company to provide broader indemnification rights than said law permitted the Company to
provide prior to such amendment) against judgments, penalties (including excise and similar taxes and
punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorney's
fees) actually incurred by such person in connection with such Proceeding, and indemnification under this
Article shall continue as to a person who has ceased to serve in the capacity which initially entitled such
person to indemnity hereunder. The rights granted pursuant to this Article shall be deemed contract
rights, and no amendments, modification or repeal of this Article shall have the effect of limiting or
denying any such rights with respect to actions taken or Proceeding arising prior to any such amendment,
modification or repeal. It is expressly acknowledged that the indemnification provided in this Article could
Involve indemnification for negligence or under theories of strict liability.
10.02 Advance Payment. The right to indemnification conferred in this Article shall include
the right to be paid or reimbursed by the Company the reasonable expenses incurred by a person of the
type entitled to be indemnified under paragraph 10.01 of this Agreement who was, is or is threatened to
be made a named defendant or respondent in a Proceeding in advance of the final disposition of the
Proceeding and without any determination as to the person's ultimate entitlement to indemnification ;
provided, however, that the payment of such expenses incurred by any such person in advance of the
final disposition of a Proceeding, shall be made only upon delivery to the Company of a written affirmation
by such person of his or her good faith belief that he has met the standard of conduct necessary for
indemnification under th is Article and a written undertaking, by or on behalf of such person, to repay all
amounts so advanced if it shall ultimately be determined that such indemnified person is not entitled to be
indemnified under this Article or otherwise.
10.03 Indemnification of Officers, Employees and Agents. The Company, by adoption of a
resolution of the Members, may Indemnify and advance or reimburse expenses to an officer, employee or
agent of the Company to the same extent and subject to the same conditions under which it may
indemnify and advance expenses to Members under this Article; and, the Company may indemnify and
advance or reimburse expenses to persons who are not or were not officers, employees, or agents of the
Company but who are or were serving at the request of the Company as a director, officer, partner,
venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited
liability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan
or other enterprise against any liability asserted against him and incurred by him in such a capacity or
arising out of his status as such a person to the same extent that it may indemnify and advance expenses
to Members under this Article.
10.04 Appearance as a Witness. Notwithstanding any other provision of this Article, the
Company may pay or reimburse expenses incurred by a Member in connection with his appearance as a
witness or other participation in a Proceeding at a time when he is not a named defendant or respondent
in the Proceeding.
10.05 Nonexclusivlty of Rights. The right to indemnification and the advancement and
payment of expenses conferred in this Article shall not be exclusive of any other right which a Member or
other person Indemnified pursuant to paragraph 10.03 of this Agreement may have or hereafter acquire
under any law (common or statutory), provision of the Certificate of Formation or th is Agreement,
agreement, vote of disinterested Members or otherwise.
10.06 Insurance. The Company may purchase and maintain insurance, at its expense, to
protect itself and any person who is a Member or was serving as a officer, employee or agent of the
Company or is or was serving at the request of the Company as a director, officer, partner, venturer,
proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited liability
company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other
enterprise against any expense, liability or loss, whether or not the Company would have the power to
indemnify such person against such expense, liability or loss under this Article.
10.07 Member Notification. To the extent required by law, any indemnification of or advance
of expenses to a Member in accordance with this Article shall be reported in writing to the Members with
or before the notice or waiver of notice of the next Members' meeting or with or before the next
submission to Members of a consent to action without a meeting and, in any case, within the twelve
month period immediately following the date of the indemnification or advance.
(
10.08 Savings Clause. If this Article or any portion hereof shall be invalidated on any ground
by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless
each Member or any other person indemnified pursuant to this Article as to costs, charges, and expenses
(including attorney's fees), judgments, fines and amounts paid in settlement with respect to any action,
suit or Proceeding, whether civil, criminal, administrative or investigative to the full extent permitted by any
applicable portion of this Article that shall not have been invalidated and to the fullest extent permitted by
applicable law.
ARTICLE XI
TAXES
11.01 Tax Returns. The Members shall cause to be prepared and filed all necessary federal
and state income tax returns for the Company, including making the elections described in paragraph
11.02 of this Agreement. Each Member shall furnish to the Members all pertinent information in its
possession relating to Company operations that is necessary to enable the Company's income tax returns
to be prepared and filed.
returns:
11 .02 Tax Elections. The Company shall make the following elections on the appropriate tax
(a) to adopt the calendar year as the Company's fiscal year;
(b) to adopt the cash method of accounting for keeping the Company's books and
records;
(c) if a distribution of Company property as described in Section 734 of the Internal
Revenue Code occurs or if a transfer of a Membership Interest as described in Section 743 of the
Internal Revenue Code occurs, on written request of any Member, to elect, pursuant to Section
754 of the Internal Revenue Code, to adjust the basis of Company properties;
(d) to elect to amortize the organizational expenses of the Company and the startup
expenditures of the Company under Section 195 of the Internal Revenue Code ratably over a
period of sixty (60) months as permitted by Section 709(b) of the Internal Revenue Code; and
(e) any other election the Members may deem appropriate and in the best interest of the
Members.
Either the Company or any Member may make an election for the Company to be excluded from the
application of the provisions of subchapter K of chapter 1 subtitle A of the Internal Revenue Code or any
similar provisions of applicable state law.
11.03 "Tax Matters Partner." A Simple Majority of the Members shall designate one Member to
be the "tax matters partner" of the Company pursuant to Section 6231 (a)(7) of the Internal Revenue
Code. Any Member who is designated "tax matters partner'' shall take such action as may be necessary
to cause each other Member to become a "notice partner'' within the meaning of Section 6223 of the
Internal Revenue Code. Any Member who is designated "tax matters partner" shall inform each other
Member of all significant matters that may come to its attention in its capacity as "tax matters partner" by
giving notice thereof on or before the fifth Business Day after becoming aware thereof and, within that
time, shall forward to each other Member copies of all significant written communications it may receive in
that capacity. Any Member who is designated "tax matters partner'' may not take action contemplated by
Section 6222 through 6232 of the Internal Revenue Code without the consent of a Simple Majority.
ARTICLE XII
BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS
12.01 Maintenance of Books. The Company shall keep books and records of accounts and
shall keep minutes of the proceedings of its Members and each committee of the Members. The books
of account for the Company shall be maintained on a cash basis in accordance with the terms of this
Agreement, except that the Capital Accounts of the Members shall be maintained in accordance with
Article IV of this Agreement. The calendar year shall be the accounting year of the Company.
12.02 Accounts. The Members shall establish and maintain one or more separate bank and
investment accounts and arrangements for Company funds in the Company name with financial
institutions and firms that the Members determine. The Members may not commingle the Company's
funds with the funds of any Member; however, Company funds may be invested in a manner the same as
or similar to the Members' investment of their own funds or investments by their Affiliates.
ARTICLE XIII
TRANSFERS
13.01 Limited Right to Transfer. No Member or Assignee shall make any Transfer of all or
any part of its Membership interest, whether now owned or hereafter acquired, except (a) with the
unanimous consent of the Members; (b) as provided by Article XIV of this Agreement; (c) as a Defaulting
Member as provided by paragraph 15.01(f) of this Agreement; or (d) upon winding up or termination, as
provided by paragraph 16.03 of this Agreement. Any attempted Transfer by a person of an interest or
right, or any part thereof, in or in respect of the Company other than as specifically provided by this
Agreement shall be, and is hereby declared, null and void ab initio.
13.02 Rights of an Assignee.
(a) Unless and until an Assignee becomes a Substituted Member of the Company as
provided in this Agreement, the Assignee shall be entitled only to (i) allocation of income, gain,
loss, deduction, credit, or similar items, and to receive distributions to which the assignor is
entitled to the extent these items were assigned, and (ii) re'asonable information or account of
transactions of the Company and to make reasonable inspection of the books and records of the
Company. The Membership Interest of the Assignee shall not be considered in the voting
requirements of the Company, and the Assignee shall have no right to participate in the
operations or management of the Company.
(b) In the event that the Members make additional contributions to the Company which
the Membership Interest is held by an Assignee, the Assignor Member and its Assignee shall be
jointly and severally liable for the corresponding contribution in connection with the Membership
Interest held by Assignee. If the Assignor Member or Assignee does not make such contribution
in accordance with the provisions of this Agreement, then the Assignor Member and Assignee
shall be treated as being In Default. In the event that one or more new Members are admitted
into the Company, or one or more existing Members increase their Membership Interest, the
Membership Interest of the Assignee may be correspondingly reduced and no consent or other
action on the part of such Assignee shall be required.
13.03 Legal Opinion. For the right of a Member to transfer a Membership Interest or any part
thereof or of any Person to be admitted to the Company In connection therewith to exist or be exercised,
the Company must receive an opinion from legal counsel acceptable to the Members that states (a) the
Transfer Is exempt from registration under federal and state securities laws, (b) the Transfer will not
cause the Company to be in violation of federal and state securities laws, (c) the Transfer will not
adversely affect the status of the Company as a partnership under the Internal Revenue Code or
Treasury Regulations, and (d) the Transfer will not result in the Company's being considered to have
terminated within the meaning of the Internal Revenue Code or Treasury Regulations. The Members,
however, may waive the requirements of this paragraph.
13.04 Admission as Substituted Member. An Assignee has the right to be admitted to the
Company as a Substituted Member with the Ownership Interest and the Capital Commitment so
transferred to such person, in the event that:
(a) the Member making such Transfer grants the Assignee the right to be so admitted;
(b) such Transfer is consented to in accordance with paragraph 13.01 of this
Agreement; and
(c) a written, signed and dated instrument evidencing the Transfer has been filed with
the Company in form and substance reasonably satisfactory to the Members, and said instrument
contains (i) the agreement by the Assignee to be bound by all of the terms and provisions of this
Agreement, (ii) any necessary or advisable representations and warranties, including that the
Transfer was made in accordance with all applicable laws, regulations, and securities laws, (iii)
the Ownership Interests and the Capital Commitments after the Transfer of the Member effecting
the Transfer and the person to which the Membership Interest of part thereof is transferred (which
together must total the Ownership Interest and the Capital Commitment of the Member effecting
the Transfer before the Transfer) and (iv) the name, address and any other pertinent information
necessary for amended Exhibit A and to make distributions.
13.05 Transfer to Existing Member. In the event of a Transfer to an existing Member, the
existing Member shall be automatically deemed to be a Substituted Member.
13.06 Third Party Offer. In the event a Member desires to sell all or any portion of its
Membership Interest to another person (other than an existing Member), the selling Member shall first
offer to sell the Membership Interest to the other existing Members. Upon the receipt of an offer from a
Third Party to purchase such Membership Interest, the selling Member shall promptly deliver a copy of
the Third Party offer to all other Members. Each Member will have fifteen (15) days from the date of
receipt of the Third Party offer to notify the selling Member in writing that the other Member intends to
purchase the Membership Interest upon the terms and conditions of the Third Party offer. If more than
one other Member desires to purchase the Membership Interest, each of the purchasing Members shall
purchase a portion of the Membership Interest that is proportional to that Member's Ownership Interest.
If none of the other Members give notification within fifteen ( 15) days of an intention to purchase the
Membership Interest, then the selling Member shall be permitted to sell the Membership Interest to the
Third Party upon the terms and conditions of the Third Party offer.
13.07 Reasonable Expenses. The Member effecting a Transfer and the Substituted Member
shall pay, or reimburse the Company for, all costs incurred by the Company in connection with the
admission of the Substituted Member (including, without limitation, the legal fees incurred in connection
with the legal opinions referred to in paragraph 13.03 of this Agreement) on or before the tenth (10th) day
after the receipt by that person of the Company's invoice for the amount due. If payment is not made by
the date due, the person owing the amount shall pay interest on the unpaid amount from the date due
until paid at a rate per annum equal to the Default Interest Rate.
ARTICLE XIV
BUYOUT OF MEMBERSHIP INTEREST
14.01 Termination of Marital Relations hip.
(a) If the marital relationship of a Member Is terminated by death or divorce and such
Member does not succeed to all of such Member's spouse's community or separate interest, if
any, in the Membership Interest (such spouse is referred to hereafter in this Article as the
"Assignee Spouse"), either as outright owner of such Membership Interest or as a trustee of a
trust holding such Membership Interest, whether or not such Member is a beneficiary of such
trust, then such Member shall have the option to purchase at Fair Value (determined as of the
date of the death or divorce of the Member) the Assignee Spouse's interest in the Membership
Interest to which such Member does not succeed. Such option must be exercised within ninety
(90) days after the death of or the Member's divorce from the Assignee Spouse. Should the
Member fail to exercise such option within such 90-day period, then the Company shall have the
option to purchase such Membership Interest at Fair Value for a period of ninety (90) days after
the lapse of the initial 90-day period .
(b) Any Membership Interest of the Company held by a Member as a trustee of a trust
as a result of the death of or the Member's divorce from the Assignee Spouse shall be treated as
owned by such Member for purposes of this agreement. If such Member ceases to act as
trustee of such trust for any reason, then such Member shall have the option to purchase all of
the Membership Interest at Fair Value held in such trust. Such option must be exercised within
ninety (90) days after such Member ceases to act as trustee of such trust. Should such Member
fail to exercise such option within such 90-day period, then the Company shall have the option to
purchase such Membership Interest for a period of ninety (90) days after the lapse of the initial
90-day period.
14.02 Death of Member. Commencing upon the death of a Member, the surviving Members
shall for a period of ninety (90) days have the option to purchase arr or any portion of the deceased
Member's Membership Interest at Fair Value (determined as of the date of the death of the Member);
provided, however, the exercise of said option shall require the approval of the unanimous consent of the
surviving Members. Upon the expiration of ninety (90) days after the death of a Member, the Company
shall be obligated to purchase all, and not less than all, of the deceased Member's Membership Interest
at Fair Value which the surviving Members do not elect to purchase pursuant to the option granted in the
preceding sentence. The Assignee (which may include spouse and executors or administrators of the
deceased Member) shall sell all of the deceased Member's Membership Interest to the Company and/or
the other Members in accordance with the option or obligation established by this paragraph.
14.03 Bankruptcy of Member. If any Member becomes a Bankrupt Member, the Company
shall have the option, exercisable by notice from the Members to the Bankrupt Member (or its
representative) at any time prior to the one hundred eightieth (180th) day after receipt of notice of the
occurrence of the event causing It to become a Bankrupt Member, to purchase all or any portion of the
Bankrupt Member's Membership Interest at Fair Value (determined as of the date that notice of the
exercise of such option Is given by the Members); provided, however, the exercise of said option shall
require the approval of the unanimous consent of the other Members. In the event that notice of the
exercise of such option is given by the Members to the Bankrupt Member (or its representative), the
Bankrupt Member shall sell Its Interest to the Company as provided by this Article.
14.04 Insufficient Surplus. If the Company shall not have sufficient surplus to permit It
lawfully to purchase the Membership Interest under paragraph 14.01, 14.02 or 14.03 of this Agreement at
the time of the closing, the other Members may take such action to vote their respective Membership
Interests to reduce the capital of the Company or to take such other steps as may be appropriate or
necessary in order to enable the Company lawfully to purchase such Membership Interest.
14.05 Option by Other Members. If the Company fails or declines to exercise an option to
purchase a Membership Interest of a Member as provided by this Agreement within the period of time
specified for such option, then the other Members shall have the option for a period of ninety (90) days
thereafter to purchase such Membership Interest in such proportions as they mutually agree or in
proportion to their respective Ownership Interests for the same price and upon the same terms available
to the Company.
14.06 Exercise of Option. Any option to purchase a Membership Interest as provided by this
Agreement shall be deemed exercised at the time the purchasing party delivers to the selling party written
notice of intent to exercise such option along with an initial payment in the form of a certified or cashier's
check in the amount of ten percent (10%) of the estimated purchase price anticipated by the purchaser, in
person or by United States registered mail, properly stamped and addressed to the last known address of
the selling party.
14.07 Determination of Fair Value. The "Fair Value" of a Membership Interest shall be the
amount that would be distributable to the Member holding such Interest in the event that the assets of the
Company were sold for cash and the proceeds, net of liabilities, were distributed to the holders of all
Membership Interests pursuant to this Agreement. In the event that the Fair Value of a Membership
Interest is to be determined under this Agreement, the Members shall select a qualified independent
appraiser to make such determination, and the Members shall make the books and records available to
the appraiser for such purpose. The determination of Fair Value made by such appraiser shall be final,
conclusive, and binding on the Company, all Members, and all Assignees of a Membership Interest.
14.08 Fees and Expenses of Appraiser. In the case of a purchase and sale of Membership
Interest under paragraph 14.01 or 14.02 of this Agreement (in the event of death or divorce of a Member),
the fees and expenses of such appraiser shall be paid by the Company. In the case of a purchase and
sale of Membership Interest under paragraph 14.03 or 15.01 (in the event of the bankruptcy or default of
a Member), the fees and expenses of such appraiser shall be paid by the Bankrupt Member or Defaulting
Member, by deducting at closing such fees and expenses from the purchase price to be paid to such
Bankrupt Member or Defaulting Member, and remitting the same to the Company. Otherwise, the fees
and expenses of such appraiser shall be shared equally by the purchaser and seller.
14.09 Right to Withdraw Option. In the event that a Member has exercised an election to
purchase a Membership Interest under this Agreement and Fair Value has been determined as provided
by paragraph 14.07 of this Agreement, such Member may elect to terminate its right to purchase within
fifteen (15) days following its receipt of the determination of Fair Value, by delivery of written notice to the
Company and to the Assignee. In such an event, the initial payment shall be returned to the Member
withdrawing the option, and the other Members may elect to purchase the Membership Interest (or
portion thereof) in such proportions as they mutually agree or in proportion to their respective Ownership
Interests.
14.1 O Terms of Purchase.
(a) The closing date for any sale and purchase made pursuant to this Article shall be the
later of (i) thirty (30) days after the notice of the exercise of option has been received by the
selling party, or (ii) thirty (30) days after the parties have received notice of the Fair Value of the
Membership Interest.
(b) Payment of the purchase price for a Membership Interest may be made by the
Company and/or the other Members as follows: (i) a down payment equal to ten percent (10%)
of the Fair Value to be made at closing, and (ii) the balance of the purchase price, bearing
Interest at the General Interest Rate determined on the date of closing, to be paid in twenty-four
(24) equal monthly installments, with the first payment due thirty (30) days after the date of
closing. Any such purchaser shall have the right to pay all or any part of such obligation at any
time or times in advance of maturity without penalty. In the event that the Company becomes a
party to a Fundamental Business Transaction, such obligation (or remaining portion thereof) shall
be paid in full within th irty (30) days of the date that the Company becomes a party to such
transaction.
(c) At the closing, the person selling the Membership Interest will transfer the
Membership Interest free arid clear of any liens or encumbrances, other than those which may
have been created to secure any Indebtedness or obligations of the Company.
(d) in each event that a Membership Interest in the Company is purchased as described
in this Agreement, upon the execution and delivery of the notes or payment of the cash as
required herein, this Agreement shall operate as an automatic transfer to the purchaser of the
Membership Interest in the Company. The payment to be made to the selling Member,
Assignee, or its representative shall constitute complete release, liquidation and satisfaction of all
the rights and interest of the selling Member, Assignee, or its representative (and of all persons
claiming by, through, or under the selling Member, Assignee, or its representative) in and in
respect of the Company, including, without limitation, any Membership Interest, any rights in
specific Company property, and any rights against the Company and (insofar as the affairs of the
( Company are concerned) against the Members. The parties shall perform such actions and
execute such documents that may be reasonably necessary to effectuate and evidence such
purchase and sale, and release as provided by this paragraph.
ARTICLE XV
DEFAULT OF A MEMBER
15.01 Failure to Contribute. If a Member does not contribute by the time required all or any
portion of a Capital Contribution that Member is required to make as provided In this Agreement, the
Company may exercise, on notice to that Member (the "Defaulting Member''), one or more of the following
remedies:
(a) taking such action (including, without limitation, court proceedings) as the Members
may deem appropriate to obtain payment by the Defaulting Member of the portion of the
Defaulting Member's Capital Contribution that Is in default, together with interest thereon at the
Default Interest Rate from the date that the Capital Contribution was due until the date that it is
made, all at the cost and expense of the Defaulting Member;
(b) permitting the other Members in proportion to their Ownership Interests or in such
other proportions as they may agree (the "Lending Member," whether one or more), to advance
the portion of the Defaulting Member's Capital Contribution that is in default, with the following
results:
(i) the sum advanced constitutes a loan from the Lending Member to the
Defaulting Member and a Capital Contribution of that sum to the Company by the
Defaultlng Member pursuant to the applicable provisions of this Agreement,
(ii) the principal balance of the loan and all accrued unpaid Interest thereon is
due and payable in whole on the tenth (10th) day after written demand therefor by the
Lending Member to the Defaulting Member,
(iii) the amount lent bears Interest at the Default Interest Rate from the day that
the advance is deemed made until the date that the loan, together with all Interest
accrued on it, is repaid to the Lending Member,
(iv) all distributions from the Company that otherwise would be made to the
Defaulting Member (whether before or after termination of the Company) Instead shall be
paid to the Lending Member until the loan and all interest accrued on it have been paid In
full to the Lending Member (with payments being applied first to accrued and unpaid
interest and then to principal),
(v) the payment of the loan and interest accrued on it is secured by a security
Interest in the Defaulting Member's Membership Interest, as more fully set forth in
paragraph 15.02 of this Agreement, and
(vi) the Lending Member has the right, In addition to the other rights and
remedies granted to it pursuant to this Agreement or available to It at law or in equity, to
take any action (including, without limitation, court proceedings) that the Lending Member
may deem appropriate to obtain payment by the Defaulting Member of the loan and all
accrued and unpaid interest on it, at the cost and expense of the Defaulting Member;
(c) exercising the rights of a secured party under the Uniform Commercial Code of the
State of Texas;
(d) reducing the Defaulting Member's Membership Interest or other interest in the
Company;
(e) subordination of the Defaulting Member's Membership Interest to the nondefaulting
Member;
(f) a forced sale of the Defaulting Member's Membership Interest at Fair Value and upon
the terms of purchase as provided in Article XIV;
(g) forfeiture of the Defaulting Member's Membership Interest; or
(h) exercising any other rights and remedies available at law or in equity.
15.02 Security. Each Member grants to the Company, and to each Lending Member with
respect to any loans made by the Lending Member to that Member as a Defaulting Member under this
Article, as security, equally and ratably, for the payment of all Capital Contributions that Member has
agreed to make and the payment of all loans and interest accrued on them made by Lending Members to
that Member as a Defaulting Member pursuant to paragraph 15.01(b) of this Agreement, a security
interest in, and a general lien on its Membership Interest and the proceeds thereof, all under the Uniform
Commercial Code of the State of Texas. It Is expressly agreed that the security interest created thereby
shall be governed by Chapter 8 of the Uniform Commercial Code of the State of Texas. On any default
in the payment of a Capital Contribution or in the payment of such a loan or interest accrued on it, the
Company or the Lending Member, as applicable, is entitled to all the rights and remedies of a secured
party under the Uniform Commercial Code of the State of Texas with respect to the security interest
granted In this Article. Each Member shall execute and deliver to the Company and the other Members
all financing statements and other instruments that the Members or the Lending Member, as applicable,
may request to effectuate and carry out the preceding provisions of this Article. At the option of the
Members or a Lending Member, this Agreement or a carbon, photographic, or other copy hereof may
serve as a financing statement.
15.03 Compromise or Release. The obligation of a Defaulting Member or its legal
representative or successor to make a contribution or otherwise pay cash or transfer property or to return
cash or property paid or distributed to the Defaulting Member in violation of the TBOC or this Agreement
may be compromised or released only with the approval of the unanimous consent of the other Members.
Notwithstanding the compromise or release, a creditor of the Company who extends credit or otherwise
acts in reasonable reliance on that obligation, after the Member signs a writing that reflects the obligation
and before the writing Is amended or canceled to reflect the compromise or release, may enforce the
original obligation.
15.04 Expulsion. A Member may be expelled from the Company by unanimous vote of all
other Members (not including the Member to be expelled) if that Member (a) has willfully violated any
provision of this Agreement; (b) committed fraud, theft, or gross negligence against the Company or one
or more Members of the Company, or (c) engaged in wrongful conduct that adversely and materially
affects the business or operation of the Company. Such a Member shall be considered a Defaulting
Member, and the Company or other Members may also exercise any one or more of the rem~dies
provided for in Article 15.01. The Company may offset any damages to the Company or its Members
occasioned by the misconduct of the expelled Member against any amounts distributable or otherwise
payable by the Company to the expelled Member.
ARTICLE XVI
WINDING UP AND TERMINATION
16.01 Event Requiring Termination. The Company shall begin to wind up Its affairs upon the
first of the following to occur:
(a) the execution of an instrument approving the termination of the Company by
unanimous consent of the Members;
(b) the occurrence of any event that terminates the continued membership of the last
remaining Member of the Company; provided, however, that the Company ls not dissolved if, no
later than ninety (90) days after the termination of the membership of the last remaining Member,
the legal representative or successor of the last remaining Member agrees to cancel the event
requiring winding up, to continue the Company and to become a Member, or to designate another
person who agrees to become a Member, as of the date of termination of the membership of the
last remaining Member;
(c) entry of a decree of judicial dissolution of the Company;
(d) the occurrence of a nonwaivable event under the terms of the TBOC which requires
the Company to be terminated; or
(e) by the act of a Simple Majority of the Members, if no capital has been paid into the
Company, and the Company has not otherwise commenced business.
16.02 Business May Be Continued. Except as provided in paragraph 16.01 (b) of this
Agreement:
(a) an event that requires the winding up of the Company's business shall not terminate
the Company if, no later than one year after the date of the event, the Members unanimously
consent to cancel the event requiring winding up.
(b) the expiration of a period of duration that requires the winding up of the Company's
business shall not terminate the Company if, no later than three years after the date the period of
duration expires, the Members unanimously consent to amend the Company's Certificate of
Formation and this Agreement to extend the Company's period of duration.
16.03 Purchase of Former Member's Membership Interest. Upon an event requiring
winding up as provided in paragraph 16.01 of this Agreement, the Company's books shall be closed upon
the date of such event, so as to determine the Former Member's Membership Interest value on the date
ending all of the Former Member's financial interest in the Company. Within one hundred eighty (180)
days of such event, the Company shall purchase the Former Member's Membership Interest at Fair Value
(as determined by paragraph 14.07 of this Agreement), upon terms of purchase as provided in Article XIV
of this Agreement.
16.04 Liquidation. As soon as possible following an event requiring termination of the
Company, the Members shall act as liquidator or may appoint one or more Members as liquidator. The
liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as
provided herein and in the TBOC. The costs of liquidation shall be borne as a Company expense. Until
final distribution, the liquidator shall continue to operate the Company properties with all of the power and
authority of the Members. The steps to be accomplished by the liquidator are as follows:
(a) as promptly as possible after such event and again after final liquidation, the
liquidator shall cause a proper accounting to be made by a recognized firm of certified public
accountants of the Company's assets, liabilities, and operations through the last day of the
calendar month in which the termination occurs or the final liquidation is completed, as applicable;
(b) the liquidator shall cause the notice described in Section 11. 052 of the TBOC to be
delivered to each known claimant against the Company;
(c) the liquidator shall pay, satisfy or discharge from Company funds all of the debts,
liabili ties and obligations of the Company (including, without limitation, all expenses incurred in
liquidation and any advances described in paragraph 4.04 of this Agreement) or otherwise make
adequate provision for payment and discharge thereof (including, without limitation, the
establishment of a cash escrow fund for contingent liabilities in such amount and for such term as
(
the liquidator may reasonably determine); and
(d} all remaining assets of the Company shall be distributed to the Members as follows:
(f} the liquidator may sell any or all Company property, including to Members,
and any resulting gain or loss from each sale shall be computed and allocated to the
Capital Accounts of the Members;
(Ii) with respect to all Company property that has not been sold, the fair market
value of that property shall be determined and the Capital Accounts of the Members shall
be adjusted to reflect the manner in which the unrealized income, gain, loss, and
deduction inherent in property that has not been reflected in the Capital Accounts
previously would be allocated among the Members if there were a taxable disposition of
that property for the fair market value of that property on the date of distribution; and
(Iii) Company property shall be distributed among the Members in accordance
with the positive Capital Account balances of the Members, as determined after taking
into account all Capital Account adjustments for the taxable year of the Company during
which the liquidation of the company occurs (other than those made by reason of this
clause (iii)); and those distributions shall be made by the end of the taxable year of the
Company during which the liquidation of the Company occurs (or, if later, ninety (90)
days after the date of liquidation).
All distributions in kind to the Members shall be made subject to the liability of each distributee for costs,
expenses, and liabilities theretofore incurred or for which the Company has committed prior to the date of
termination and those costs, expenses, and liabilities shall be allocated to the distributee pursuant to this
paragraph. Upon completion of all distributions to the Member, such distribution shall constitute a
complete return to the Member of its Capital Contributions and release all claims against the Company.
To the extent that a Member returns funds to the Company, it has no claim against any other Member for
those funds.
16.05 Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this
Agreement, and notwithstanding any custom or rule of law to the contrary, to the extent that the deficit, if
any, in the Capital Account of any Member results from or is attributable to deductions and losses of the
Company (including non-cash items such as depreciation), or distributions of money pursuant to this
Agreement to all Members in proportion to their respective Ownership Interests, upon termination of the
Company such deficit shall not be an asset of the Company and such Members shall not be obligated to
contribute such amount to the Company to bring the balance of such Member's Capital Account to zero.
16.06 Certificate of Termination. On completion of the distribution of Company assets as
provided herein, the Company is terminated, and the Members (or such other person or persons as the
TBOC may require or permit) shall execute, acknowledge and cause to be filed a Certificate of
Termination, at which time the Company shall cease to exist as a limited liability company.
ARTICLE XVII
AMENDMENT OR MODIFICATION
17.01 Amendment or Modification. This Agreement may be amended or modified from time
to time only with a written instrument executed with the unanimous consent of the Members.
17.02 Special Provisions for Certain Amendments or Modifications.
(a) An amendment or modification reducing a Member's Ownership Interest or
increasing its Capital Commitment (other than to reflect changes otherwise provided by this
Agreement) is effective only with that Member's consent.
(b) An amendment or modification reducing the required Ownership Interest or other
measure for any consent or vote in this Agreement is effective only with the consent or vote of
Members having the Ownership Interest or other measure theretofore required.
(c) An amendment to establish the relative rights and preferences of the Membership
Interests of any class or series may be made by a committee of Members, within the authority of
Members or otherwise provided in the Certificate of Formation, the TBOC, or resolutions by
Members forming the committee.
(d) An amendment or modification made solely to reflect the admission or withdrawal of
a Member (such as to Exhibit A) need not be approved by any Member if the requirements set
forth in this Agreement with respect to the admission or withdrawal of the Member are otherwise
satisfied .
ARTICLE XVIII
GENERAL PROVISIONS
1 B.01 Construction. Whenever the context requires, the gender of all words used in this
Agreement includes the masculine, feminine, and neuter. In the event there is only one Member, then
references to Members in the plural should be construed as singular.
18.02 Offset. Whenever the Company is to pay any sum to any Member, any amounts that
Member owes the Company may be deducted from that sum before payment.
18.03 Notices. Except as expressly set forth to the contrary in this Agreement, all notices,
requests, or consents provided for or permitted to be given under this Agreement must be In writing and
must be given either by depositing that writing In the United States mail, addressed to the recipient,
postage paid, and registered or certified with return receipt requested or by delivering that writing to the
recipient in person, by courier, or by facsimile transmission; and a notice, request, or consent given under
this Agreement ls effective on receipt by the person. All notices, requests, and consents to be sent to a
Member must be sent to or made at the addresses given for that Member on Exhibit A or such other
address as that Member may specify by notice to the other Members. Any notice, request, or consent to
the Company or the Members must be given to the Members at the following address:
3151 Paleo Point
College Station, Texas 77845
Whenever any notice is required to be given by law, the Certificate of Formation or this Agreement, a
written waiver thereof, signed by the person entitled to notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
18.04 Entire Agreement; Supersedes Other Agreements. This Agreement includes the
entire agreement of the Members and their Affiliates relating to the Company and supersedes ail prior
contracts or agreements with respect to the Company, whether oral or written.
18.05 Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any
breach or default by any person in the performance by that person of its obligations with respect to the
Company is not a consent or waiver to or of any other breach or default in the performance by that person
of the same or any other obligations of that person with respect to the Company. Failure on the part of a
person to complain of any act of any person or to declare any person in default with respect to the
Company, irrespective of how long that failure continues, does not constitute a waiver by that person of
its rights with respect to that default until the applicable statute-of-limitations period has run.
18.06 Binding Effect. Subj~ct to the restrictions on Transfers set forth in this Agreement, this
Agreement Is binding on and Inure to the benefit of the Members and their respective heirs, legal
representatives, successors, and assigns. However, unless and until properly admitted as a Member, no
Assignee will have any rights of a Member beyond those provided expressly set forth in this Agreement or
granted by the TBOC to assignees.
18.07 Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF TEXAS, EXCLUDING ANY
CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE
CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION.
18.08 Severability. If any provision of this Agreement or the application thereof to any person
or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the
application of that provision to other persons or circumstances is not affected thereby and that provision
shall be enforced to the greatest extent permitted by law.
18.09 Further Assurances. In connection with this Agreement and the transactions
contemplated hereby, each Member shall execute and deliver any additional documents and instruments
and perform any additional acts that may be necessary or appropriate to effectuate and perform the
provisions of this Agreement and those transactions.
18.1 O Waiver of Certain Rights. Each Member irrevocably waives any right it may have to
maintain any action for dissolution of the Company or for partition of the property of the Company.
18.11 Indemnification. To the fullest extent permitted by law, each Member shall indemnify
the Company, each other Member and hold them harmless from and against all losses, costs, liabllities,
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 this 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 MEMBERS (WHICH, IN THE DISCRETION OF THE MEMBERS, 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, the 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 Llablllty. 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 lawyer, 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 Members have executed this Company Agreement, as of the
Effective Date.
MEMBER:
Paul . Murphy //
Date signed: J~013
The undersigned, Pam C. Murphy, wife of Paul W. Murphy, who as a Member executed the
foregoing Agreement, hereunto subscribes her name in evidence of her agreement and consent to the
disposition made of the units of Paul W. Murphy referred to in the foregoing Agreement, and to all other
provisions thereof.
SPOUSE:
Pam CcJ?r~~lvr
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(f.E.\L) nntl for Brnaoa Co,Tnx,
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the 26th tlay or Lla1•oh A,I), l!MO nt ll:~O o'olook n,rn,· und duly recordedon the
26th ll.ay 01' :.1nroh A,D, 1940 ut 2 o'oloo!: !'·'lo to tlhloh I cert.Hy
Tl\3 ll'i'A'l'E 01' TEY.A..'11
comrrr OF !l1ti.~oa
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/<".:!·i<''-1 •
'1'!11> t the \;est Pnrk: na.,lty
Co~(l!luy, n .oo-iio1•tnel'ahip composed or Daniel l\•isaell an cl ll, ~. Duri;oas, whoso ll.01110 lle,
1·11oiue11oa ancl place or l>uainaos 1:i et Collci;c ~t.ntion, in Dra:.oo County ,•rolC'.1.s, huv1nu
·heretofore dodioated thl? stroot11, alleys n ud paooac:ewaya, ande11b4lvidetl a ~5 aora trnot
or land out or the J, t., Coott Lcr.1,_;11e, lh·a~.oo Cout\tY ,'l'o~ns, 0011voi•ccl to :~,st Pnrk Uoolty
llompany, by :~ro., J.u<lvi!m i\llna, Ootobor llJ , 1930 by tloo<l rocordotl in ·•olw~c lOl, 1>11r:;o 357
of tho Deod H::aol'cla of C_ror..•s ·coun~y ,'toxn11, clo htwo now lmpo110 on•lpl1100 tho follo1;ing
Natrloti:>ne upon tl;o !;u!•1l:\Vielon kn::mn 1w '..ost l'llrk J\uol1t1on, to·\~lt:
l, .nll or t.hll ;>Brkn 1 st.1•oet11, 1'ontl-l'lays 011<1 tialks OS eho~:n cin pl<\t Of \:c:it l 't>1•k
••11<\ltlon of r11oord i:1 \ulu.'llu 101!, pq:;o 100, of the IJood l(oc_o!'do or ili-u::.;io County,
'l'cx11s, nre he 1•iib; •lelllou to.1 rn1· 1111ll!ic uno u11tl 1:1.~lntonunoa ro1'l1vu1"
2. ,;11 lots in tho t1•1oot nhnll ·be !:norm un•I dQoorl bvll. uo 1·o~ldo'1tlnl lota,
t:xcept 1.ots 1-l.3 luolucive in ..:1ook f:l uml lots 1-ll 1uoln$1ve !11 -'lock o, oml. no at'1·u0Luro
shall \Jo n~otwl on nny rtmiilontinl IJ"ll<lin,} plot, othor tltun onll dotnohed nl111.;le
fo·illy dY;olllnt: not to o:r.oc~ll. t1:0 ::t.;i1•lon 111 hei::;ls t, :1111\ n ono, two, 01• thro"' o.111•
3, Ho IJ·.cildin;; uholl be c1•uotccl, 1•luoo11 01· alte red 011 uny bu.111\111.; rlot }.n this
ouh<itvlo1on untll th!) ·:i:tern'll 1leni:;.1 un•i low.t1011 t he1•cor lwv.i boun u,•1•1·~vc•l in 1·.01•i-
tln:; by Lhu 11ol·;hl101•h:io1l oo.Jn1ittotl 1;hloh uhn.1.1. \Jo 11 •pointtttl 01• ,•l.:oLo•I· hy ti"' u11nn1· 01•
owuoro Of u m1i,lo1•lty oi'. Lim lot:1 1:!1ioh 11ru e11hJcot Lo tho oOV1n11•11tu ho1•oin 1\t1t 1'ortlq
l'Nv 11lod, ho\luvor , t!l!l t; H· n•.1oh ooi.r.11 ttou fo llo to ar p1·ov11 01· lll:iuppl'OVe ouoh 1louli;n
c.nJ locnllon t:lthin thfrt)' .1nys uftl!l' :::uch Jl l.nnn lmvo IJoo:t a11 binlUo<I l•o H 01• ir no nult
to enjoin thu orootlon or uuoh \J11ilclin:.; or tho multini:; or euoh nlt. rution:i hon buen 00111-
!:l''n<iod J:ll•ior to th\' aa111pl•1tlon Llt;.r l':>i', ounh ""N·ovol Ylill not ho i·uq•J11•01J,
4, In th(• north lots or :llockll 5, G nnd 7, nnd tho reaidentail lotc or Dltloko O
11n1l 9, e-.ioh, 1ndivi•hml ll•Jildln:: alto J1uot l\rivu" rrontu.;o ar :it 101111t n; feat, und in
all ot..he1· lots anti l>l'Jok~ 01' tho truat tht' huil11ln;: uH o muat h:ive frontuce of at la·1ot
50 reat.,
5, 'l'ho1•e 1s hel'ob;-ootnl>linhed ·n builcline line thirty (30) foot from nll otroots
in hol'th loto or l.lloal-::. 5, G 1 u111l ? , nml lllooko O nnu 9 1 ni1<l 15 ruot r1·orn olda !ltruot
linos in oo id bloo!rn , except on lo to roioolrvod 1'or bnsinoo::i purpontJs, On all otho1• lote
on<\ blooko tha1·e is ltonbyostoblished n builclin:; linG of l!5 root fi·o111 all streets un•l
10 foot from sido strnet lint's, All bul.lcllne cexoi.pt .:;•1rogoo 1Qoa te<1 on r enr qual'ter of
lot ensllbe 10 feet or n1ore from uido lat linu~, in blooka 5, 6, 7, 0 nod \I, nn<\ :-ido
lot.line olearonoe in all other blocks sholl bo rlvo reot,
6, llo r~oidontinl st1·uot1U'O otrall bo ereotad or plncod on eny building plot, v1hioh
plot hoe en area or leao than 6000 equoi-e raet no1· o wi dth or leas than 75 raet nt the
front build1nc oet beak line, exoopt that 0 rcsidenoe :!lily be erooted or pinned on
lota in Blocks l, 2, 3 nnd 4, and the south lots of Olooke !I, ti ond 7, with e plot
) .~· "•
OWNERS ClF RP.X;ORD 37565
WEST .PARK
ADDITION ClF THE
TO
THE PUBLIC
y:J~/
:1-~'°; sas 4, .. t! .. i I! "'.s1-.
~OED RESTRICTIONS FOR WEST
PARK ADDITION TO THE CITY OF
COLLEGE STATION, BRAZOS COUNTY, TEXAS
Filed ~~~~~~-~~--~
·Recorded" in Volume ___ , Page .---•
Brazos Co~nty Deed· Records
WEST PARK ADDITION, COLLEnE STATION, BRAZOS COUN'l'Y, TEXAS
THE STATE OF TEXAS
COUNTY, OF BRAZOS
KNOW ALL MFlf BY THESE PRESENTS:
Where as on 1-19-1940 Deed Restrictions were placed on West Park Addi_tion t6
the City of College Station and recorded in Volume 102 1 page 198, of the Deed
Records of Brazos County, Texas. Item 13 stated -these co'venente ere to run with
the lend and shell be binding on ell persons claiming .under them until January 1,
1968, et which time said covenants shell be automatically extended for successive
peri~e of ten years unless by a vote of .the ~ajority of the then owners of the
lots it le agreed to change the said covenants in whole or in pert,
Nqw th~refore, we the owners of a majority of lots hereby revoke all pre-
visions of the said restrictions and declare that they are Null and Void end ths
City of College Station Zoning shall apply. It is further agr eed that each
signature on end to this instrument represents· a vote EQr. the restrictions to be.
·-' --•u-v·•-~ ·--... '<
I I '
. ' VOL . .:tt~ ~AGE~
i '
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·--·-----·-·-···---·--····----'"' ····-·---·· ---,
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11
· OWNERS OF RF.CORD
\m!T PARK
ADDI'l'ION OF THE
;17~;1..
' 1 '?t.G/fo$'
AM1!24DFD RESTRICTIONS FOR WEST
PARK ADDITION TO THE CI'l'Y OF
CITY OF COLLEGE STAT!~·~
COLLF.GE STATION, BRAZOS C~UNTY, TEXAS
Filed -~~~~~~~~~~~
TO
THE PUBLIC
f~J}J&r+.::;:!t Rec6rded iil Volume ___ , Page ..;__1
iljkf ~~~~~ Brazos County Deed Records
****************
WEST PARK ADDITION, COLLEGE ~TA~ION, BRAZOS COUNTY, TEXAS
**"************"
THE STATE OF TEXAS
KNOW ALL Mm BY THESE PRESENTS:
COUNTY OF BRAZOS ·
Where es on 1-19-1940 Deed ~estrictions were placed on West ·Park Addition to
the City or College Station and recorded in Volume 102, .page 198, or the D~ed
Records of Brazos County, Texas, Item 13 stated -these ~ovenants are to run with
the land and shall be binding on al~ persons clai~ing under them until Janua.ry 1,
1968, at which time said covenants shall te automatically extended. for successive
periods of ten years unless by a vote of the majority of the then owners of the
lots it is agreed to change the said covenants in whole or in part.
~ow therefore, we the owners of a majority of lots hereby revoke all PFO-
· visions of the said restrict19ns and declare that they are NYll and Void and the
City of College· Station Zoning shall apply. It ls further agreed that each
signature on and to this instrument represents a ·vote For the restrictions to be
declared !:l!!ll snd Vold end the City of College Station.zoning apply.
LPJ:; R. elh~ .· \ ,~~ Q 1J1ufr, _ "
4rA-'»:vj[ a_~ _; 6-CYdv r:! h , ~~ )J.:'r(~ 1 ·~o ... ·· ~ /1.~Jvt. .. ~~.e~ -~'"" e.~ .~~ :;! ~·. a1, /1·~~-Y. . ~~ .~ VOL~AGt;:s~z. f;,cfJ ~tlMU.V .
,I
~ .... ·--
/ . -~· .. -·~ .. ~~.3
~~'/S:o s 9
AMF.NDED RESTRICTIONS FOR WEST ' OWNERS OF RF.CORD
WEST PARK PARK ADDITION '1'0 THE CI'l'Y OF
ADDITioN OF THE COLLF.CE STATION, BRAZOS COUNTY, 'l'EXAS·
CITY OF COLLF.GE ST~v2ur~fa r A~ 'J :' cl ll Filed --~-~~~--~-~
TO Recorded in Volume ___ , Page __ ,
THE PUBLIC ~[$~ Brazos County Deed Records
1111 •1111***11****
WEST PARK ADDITION, COLLEGE STATION, BRAZOS COUNTY, TEXAS
THE STA'l'E OF TEXAS I
COUNTY OF BRAZOS J
****************
KNOW ALL MEN BY THESE PRESENTS:
Where as on 1-19-1940 Deed Restrictione were placed on West Park Addit~on to
the City of College Station and recorded in Volume 102, page 198, of the Deed
Records of Brazos County, Texas. Item 13 stated -these covenants are to run with
the land and shall be binding on all persons claiming under them until January 1,
1968, at which time said covenants shall be automatically extended for ~uccessive
periods of ten years unless by a vote of the majority of the then owners of the
lots it is agreed to change the said covenants in whole or in part.
~ow therefore, we the owners of a majority of lots hereby revoke all pro-
visions of the said restrictione and dP.clare that they are Null .fil!!! Void and the
City' of College Station Zoning shall apply. ,,rt is further agreed that ·each
signature on and to this instrument represents a vot~ EQ!'.. the restrictions to be
I,
{overl.
, l
I •-", • ·'.
THE ST Al' E OF 'AS
COUNTY CF BRAZOO
I I (.
-i.."<&/So S'
BEFOOE ME, the undersigned,· a Notary Public ii;i and forJlaid :~ty and State,
on this day pereooally appeared S tl1 I <-OJ /l 1'1 tt_t...(G._~ ;
known to me to be the person whose name is eubecribed to the foregoing instru-
ment, and acknowledged to me that he executed the ea.me for the purpoaea and
....... Jiru\'3i4,erationa therein expressed. · •.• "-\\Y PlJ •• , /~~y·~~~. UNDm HI HAND 'AND SEAL CF CFFICE THIS THE _ _.._:Z,.,_ ..... ~_A_,,_/._:>_ day of ; g~~f..'fy~Ci'..A. D., L 'Z 6~7 .
c:: .v ~ I:# j ~ ! 1!,.f)/.J . // -~ ... · ~ ,. •• ~'41/ aUt:L i <!aa-u,.-<-/ "• ~ .... 1.'o~' / Notary Public in and for Brazti County, Texas,
rt ft. ,... L . 1~ JJ u I .::i 11.~..k(_ ·····················································)"~·······················
THE ST ATE CF TEXAS I
COUNTY CF BRAZOO 1
THE STATE CF TEXAS I
COUNTY CF BRAZOO I
BEFORE ME, the undersigned, a '}!:jtary Public. in j;d for said qounty and State,
on this day personally appeared t?·l' r~/ ('.;~. < •n&--$ 1 known to me to be the person whoae 'n81ne is subscribed to the foregoing inatru-'
·tpE19t~ ... and acknowledged to me that he exeouted the ea.me for the purposes and ~~~~~®~~'~'-!'ions therein expreaeed. · , . . ~./·.~ t,. '-···'Bd: UNDm .MI HAND ANP SfZ CF CFFICE THIS THE ,;:2.2.,'1~1 day of -:~~.,.j.~i.:-. _ -~: ~ -1 A. D. t9/ •
\~ /~ ..._\. ·i~J . ( t{ /} .. ;,;. ~~ . ..._ ~ . ' '/" . ~--····'~Cl:I'/ (.(_. -,.,.,. "'-,<.. ""' :t." . ··. Ott I-.... .." Notary Public in end for B zoe County, T~ae.
" ,L,' P,;D (./ l~'L>1tj,,J.{.
························································i;r·····················
THE STATE CF TEXAS I
COUNTY CF BRAZOO I
Notary Public in and for Bra~oe ount ~, 'R '/Jv/a.11e!
• Texas.
THE ST.ilE <F TEKAS I
COUNTY <F BRAZOO I
BFl!'Ci!E ME, the undersigned, a HQtary ~ic/in.=d for said County and State,
on this day personally appeared !12.X;j ~, _, J..!.,1 11 Y/ · ~.
known. to me to be the person whose name is subscribed to the foregoing instru-
" ·~nt'..: and acknowledged to me that· he executed the same for the purpoeea and /.';.~~~~~~'ions therein expreased. · : ~ r.~~ ]Nnm MI HAND AND SEAL . <F <FFICE THIS THE 2 3 &I day of '. ':i \ ~t::zli:/l~r , A. o., -.1 ... cz_c,..._7 ___ _ \ ?:··.. : ·\f .... ~ f ···.-o,..·· ........ ··~ ""'1' .. . "---.,,, , , .. : ~ c : .~''\:.~ '~· "'":;;;:;::;p '· -No_t_ar_y_Pu_b_.l.;;.1.;oc'""'"in.....i:lan~d;.:.:.,.;:f""or~B:;.ir~a='=zo""'"o;oic~o-un-t-y,..;.,-T-ex-s-a-.--.-
/ .. ,, P. Du I .:i. ~~~.Y.. · ••••••••••••••••••••••••••••••••••••••••••••••••••••• ,. ***** •. *** ••••••• •••• •.••
THE STATE <F TElCAS I
COUNTY <F BRAZOO l
Notary Public in andJ'or Br oe County, Texas,
L . 'P: Du lrzn~y_ .......................................................... ,... ..........•.........
THE STATE CF TEXAS .
COUNTY CF BRAZOO
BEFORE ME, the undersign.eel, a Notary Public in and fo:~/aaid County and State, .... ·"'·y''.j"'t:h.j,s day personally appeared 41 ..... ') ,), ' -'S, 'Jar .1 (1 , ,.··~'\~~···IC~~·~ IJlB to be the person whose name is subscribed tci the foregoing instri.17
/ '-·.··· /·ment·; ~.De& acknowledged to me that he executed the 881118 f'or the purposes and
: · :· . . bcwsiderltions therein expreeeed, · · · \.t~}~k J~ %""',? llAHD .4ND S~CF IFFICE THIS THE ;Z(C/-/__, . d•y of · .. ~·... .l~~rn e •. A. o., C/(, ( . • .. • •'J.."-0 .. , r• ······•• U..._. ,.t .. ~ IR-.1. ... ........................ ·"
Notary Public in and for Brazos C nty, Texas,
J...,.'P. lJulri.nej'
tHE STATE OF
COUNTY CF BRAZOS
I I /. I -z.C.G /So.S _
said County and State, ,,
day of
THE ST .ATE CF T!X.AS f
COUNTY CF BRAZOS l
BEF'ORE ME, the undersigned~ a No~ry Public in and for sai d County and State,
on this day personally appeared ti 11--<i [3 .. p=-, · )..., /Le,!.-:-, ,
known to me to be the person whose name is subscribed to the foregoi ng instru-
_ ment.,,,n,nd acknowledged to me that he executed the same for the purposes and
.••• ···~~\inllWh~ions therein expressed • .... ~r .. •·······~(k\
/ ~···· ,J1, _ ·l~~~DEI\ HY HAND AND S~A!. CF OFFICE THIS THE .z:,-~ day of
: • ( :d'1e ~ · . _.,.,-, A. D. _l._.~~6_.'L_.__ __
\g -i· :ci: ~ \~\ ly~ .. ~! U~-tJ · . \ x·... ..·:._, l ~ ,.z<_e--vU::.A/ ...... ; .......... 0"";111 ... /
•• •• ., "" BR~1. , •• ••' Notary Public in and for Brazmi County, Texas, ,,,,,,,.,.,,., .. "''' L , P, Du /,z J1 ~ Y.. ~ .
···························~·································~················
THE STATE CF TEXAS I
COUNTY CF BMZOS l
BEF'ORE ME, the undereigned, a Not~,ry ~lie. ip _ an_d for said .County and State,
on this day personally appeared .'1,. f;_ L 1 I e...s ,
known to me to be the .person whose name is aubacribed to the foregoing instru-
. · ment, and acknowledged to me that he executed the same for the purposes and , .. ,, ......... . ·-.~ ...... rivC~nsiderations therein expreaaed,
•' ~~~1 I·'-. _LJ. /~·::·~~··"·· .. ~.. ·. DEll ~HAND AND SEAL cy .!VI;E THIS THE :2.:-5/Gj,i day of
: . i J;. I ~ ~ (;>, 1 ' A. D.,. . 17 b L .
i ~i ·~ . ..-. . . 0t1 // . \~\ .. #~' '/~! w£':t;IJ4 . , . : . · ... »=··· ...... ~ ..... ·:._-:-~~ ~ :z:c ·.,.,•,. 8R"t0~;, ./' Notary Public in and for Br zos County, Texas. .... "'" ·~ n D I ey ''"''."','""1 14~·" . · ~, r, · u !l-'1/
TUE ST.AXE OF Ttus I
COUNTY CF BRAZOO l
BEFORE ME, the undersigned, a Not~ ~lie~ ~n~for,said.County and State,
on this day peraonally appeared , ,,:z 1:1ca l-t ,.
known to me to be the person whose name is subscribed to the foregoing lnstru-
..... •JIOll!l)t, and acknowledged to me that he exeouted the same for the purposes and
· .• ··~· .... ~~ ations therein expressed. •"' ()"r.......... ~
/"'.'"../" 1,~ \UNDER MY HAND AND SEAL CF CFFICE THIS THE. 2 ,S-~-t/L-• :·:,. ~·': /9/.."j. f 0 i ~ • ' A. D.' F • ! 0 ; I/ ·' . ; «f i . \~\ff'~ l~l · \A-·• ••••• ·~j ."-,.. • ··~ .•••••• o'*::>' , .. ···-.,,._" IJ R t-1. ,...... Notary Public in and for Brazos ounty, Texas.
... ..... '1 P.O/ . ..... . . . "°' I ' (.) . r"l'1 t'! V
···········································~··············"1'******************.
THE STATE OF TElCAS f
COUNTY -CF BRAZOO I
THE STATE CF TEX.AS I
COUNTY CF BRAZOS l
THE STATE CF TEXAS
COUNTY CF BRAZOS •
day of
BEFORE ME, the undersigned, a Notary PubliE1!1 and for said Co~c:PP~
,.,9.r;\ .~his day personally appeared Ju O,h-1 :S e::. EQLlE G tJ A-T &4~v'Ao , ,. .. ·"~~n,wn;, to me to be the person whose name i~ subscribed to the foregoing inatru..O:
••• •' '.\~ •• 11e&t',";·4l;d acknowledged to me that he executed the a8l11e for the purposes and /~/-~~~·\~t~:ons therel.n expressed. . · .
~ g ~~-~I~ !JNDER MI. HAND AND SEAL CF CFt'ICE THIS THE l!f.zti dey of
. C.\ :/.. '91/Ajar:y 'A, D,, /e'J(.7 • . 'f.'• . .r ....... ~ • • .,,. • .. .... .t' •. ··. r ··•···••·•· ov ,,1r ..
" 3" II R ~1. ••'' ............. •·' ?
Notary Public !Q ~d /.or Brazos County, Texas, )., r; Uv ~YI e 'I
. I
' .
THE ST.ATE OF TElCAS
COUNTY CF BRAZOS
I I
BEFOOE ME, the undenigned,
/(j '?~~/5o.S
said County and State,
on this day personally appeared ..-1""'".u...-:.i:..~:...-..w.ru.'-.GIL<.i~;__--------" kno\111 to me to be the person whose name is subscribed to he foregoing instru-
,,,..!Pt.{I~~. and acknowledged to me that he executed the a811le tor the' purposes and
/ ~ ~e{~tions therein expressed. /~~~J .... ~;~·~DER MY HAND .AND SEAL CF CFFICE THIS THE U:t/o day of
l <; -~ he1"' , A, D., ...... tJ.2 ... ~ ... 7.__ ___ _
: . :~ . . ,
\.c;,\ "·y~ i~J ~~ . ·· ..• ~··... . .. ·· ~·.~· ·. ;.s.,,. .... • •• -:\.IQ •· --""~""'-'~'4.a.o:J<::Z:i.=~----------,. ~~"9'\\t-.. / Notary Public in and or Brazos County, Texas. .. /.... P, ./J..J I d-Hf!.-.Y •••••••••••••••••••••••••••••••••••••••••••••••• ,..*****************************
THE STATE CF TEXAS I
----=-~;,-;;;i:.-;~K;o-;,~~-g~-~:-:::-:.::·--...,---.,-----.-------.,..~----------------------· -
considerations ther~in expressed.
GIVm UNO.Ell Ml HAND .AND SEAL CF CFFICE THIS THE ------day or -------t A. D.
Notary Public in and for Brazos County, Texas.
································································~···············
THE STATE CF TEXAS I
COUNTY CF BRAZOS I
BEFORE ME, the undersigned, a Notary Public in and tor said County and State,
on this day personally appeared------------~---:--:-~-known to me to be the person whoas name is subscribed to the forego~ng instru-
ment and acknowledged to me that he executed the same for the purposes end , .
considerations therein expressed,
GIVEN UNDER HI HAND AND SEAL CF CFFIGE THIS-THE -----day of
_.._ _______ , A, D,, -------
Notary Public in and for Brazos County, Texas.
lgChultz Engineering, LLC
March 7, 2016
Madison Thomas
Staff Planner
City of College Station
1101 Texas Avenue
College Station, TX 77840
Re: West Park Lots 9R, lOR & UR, Block 5 (FP-REP) -14-00900037
Dear Ms. Thomas:
Attached are the following items for the project referenced above:
• Mylar original of the Final Plat
• CAD file of plat on a CD
• Revised application; ownership of the property has changed
If you have any questions, please do not hesitate to call.
Sincerely,
Schultz Engineering, LLC.
Manager/Civil Engineer
P.O. Box 11995 • College Station, Texas 77842
schultzengineeringllc.com
Office: 979.764.3900
Fax: 979.764.3910
FOR OFFICE USE ONLY
CASE NO.:
DATE SUBMITTED: _____ _
TIME:
STAFF: CITY OF C oll.EGE STATION
Home ofTexaJ A&M University" ---------~
FINAL PLAT APPLICATION
(Check one) D Minor
($700)
D Amending
($700)
D Final
($932)
D Vacating
($932)
[gj Replat
($932)
Is this plat in the ET J? D Yes [R] No Is this plat Commercial 0 or Residential [Xl
MINIMUM SUBMITTAL REQUIREMENTS:
[R] $700-$932 Final Plat Application Fee (see above).
[R] $233 Waiver Request to Subdivision Regulations Fee (if applicable).
[R] $600 (minimum) Development Permit Application I Public Infrastructure Review and Inspection Fee. Fee is
1 % of acceptable Engineer's Estimate for public infrastructure, $600 minimum (if fee is> $600, the balance is
due prior to the issuance of any plans or development permit).
[R] Application completed in full. This application form provided by the City of College Station must be used and
may not be adjusted or altered. Please attach pages if additional information is provided.
[R] Fourteen (1 4) folded copies of plat. (A signed mylar original must be submitted after approval.)
D Two (2) copies of the grading, drainage, and erosion control plans with supporting drainage report.
D Two (2) copies of the Public infrastructure plans and supporting documents (if applicable).
D Copy of original deed restrictions/covenants for replats (if applicable).
[R] Title report for property current within ninety (90) days or accompanied by a Nothing Further Certificate
current within ninety (90) days. The report must in clude applicable information such as ownership, liens,
encumbrances, etc.
[R] Paid tax certificates from City of College Station , Brazos County and College Station l.S.D.
[R] The attached Final Plat checklist with all items checked off or a brief explanation as to why they are not.
NOTE: A mylar of the approved preliminary plan must be on file before a final plat application will be considered
complete. If the mylar is submitted with the fina l plat application, it shall be considered a submittal for the
preliminary plan project and processed and reviewed as such. Until the mylar has been confirmed by staff
to be correct, the final plat application will be considered incomplete.
Date of Optional Preapplication or Stormwater Management Conference _N_YA _______________ _
NAME OF PROJECT 400 Montclair-Rep/at of West Park Addition Lots 9R, 10R & 11R
ADDRESS 400 Montclair
SPECIFIED LOCATION OF PROPOSED PLAT:
West Park Addition Lots 9, 10, & 20' of Lot 11, Block 5 Vol. 102/Pg. 198
APPLICANT/PROJECT MANAGER'S INFORMATION (Primary contact for the project):
Name Lance Fox E-mail lcf@cfjmlaw.com --------------
Street Address 3861 To/ivar Canal Road
City Beaumont Zip Code 77713 ------State Texas
Phone Number 409-291-5016 Fax Number -----------------
1/11 Page 1 of 9
• PROPERTY OWNER'S INFORMATION (All owners must be identified. Please attach an additional sheet for multiple
owners):
Name DTJT Mone/air, LLC E-mail lcf@cfjmlaw.com
Street Address 3861 Tolivar Canal Road
State Texas City Beaumont Zip Code 77713 -------
Phone Number 409-291-5016 Fax Number -----------------
ARCHITECT OR ENGINEER'S INFORMATION:
Name Joe Schultz, P.E. -Schultz Engineering, LLC E-mail joeschultz84@verizon.net
Street Address 2730 Longmire Drive, Suite A
City College Station State Texas Zip Code 77845 -------
Phone Number 979. 764.3900 Fax Number 979. 764.3910
----------------~
Do any deed restrictions or covenants exist for this property? D Yes D No
Is there a temporary blanket easement on this property? If so, please provide the Volume ____ and Page No. ---
Total Acreage _0_.4_3_A_c_r_e_s _____ _ Total No. of Lots 3 R-0-W Acreage 142 Square Feet ------
Existing Use _R_e_s_id_e_n_tia_I __________ _ Proposed Use Residential -----------------
Number of Lots By Zoning District 3 GS
Average Acreage Of Each Residential Lot By Zoning District:
0.14 Ac I GS
Floodplain Acreage 0 Acres
-----------------------------------~
Is there Special Flood Hazard Area (Zone A or Zone AE on FEMA FIRM panels) on the property? I Yes IX No
This information is necessary to help staff identify the appropriate standards to review the application and will be used to
help determine if the application qualifies for vesting to a previous ordinance. Notwithstanding any assertion made,
vesting is limited to that which is provided in Chapter 245 of the Texas Local Government Code or other applicable law.
Is this application a continuation of a project that has received prior City platting approval(s) and you are requesting the
application be reviewed under previous ordinance as applicable?
j Yes
IX No
If yes, provide information regarding the first approved application and any related subsequent applications (provide
additional sheets if necessary):
Project Name:
City Project Number (if known):
Date I Timeframe when submitted:
1/11 Page 2 of 9
A statement addressing any differences between the Final Plat and Preliminary Plan (if applicable):
NIA
Requested waiver to subdivision regulations and reason for same (if applicable):
NIA
Regarding the waiver request, explain how:
1. There are special circumstances or conditions affecting the land involved such that strict application of the
r Asubdivision regulations will deprive the applicant of the reasonable use of his land.
2. The waiver is necessary for the preservation and enjoyment of a substantial property right of the applicant.
NIA
3. The granting of the waiver will not be detrimental to the public health , safety, or welfare, or injurious to other
property in the area, or to the City in administering subdivision regulations.
r\/IA
4. The granting of the waiver will not have the effect of preventing the orderly subdivision of other land in the area in
accordance with the provisions of the Unified Development Ordinance.
r\/IA
Fee in lieu of sidewalk construction is being requested because of the following condition (if applicable):
1. I An alternative pedestrian way or multi-use path has been or will be provided outside the right-of-way;
2. I The presence of unique or unusual topographic, vegetative, or other natural conditions exist so that strict
adherence to the sidewalk requirements of the UDO is not physically feasible or is not in keeping with the
purposes and goals of the UDO or the City's comprehensive Plan;
3. I A capital improvement project is imminent that will include construction of the required sidewalk. Imminent shall
mean the project is funded or projected to commence within twelve (12) months;
4. I Existing streets constructed to rural section that are not identified on the Thoroughfare Plan with an estate I
rural context;
5. I When a sidewalk is required along a street where a multi-use path is shown on the Bicycle, Pedestrian, and
Greenways Master Plan;
1/11 Page 3 of 9
6. j The proposed development is within an older residential subd ivision meeting the criteria in Platting and
Replatting within Older Residential Subdivisions Section of the UDO ; or
7. j The proposed development contains frontage on a Freeway I 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 requ irements and fee in lieu of sidewalk construction shall not be considered at the
same time by the Planning & Zoning Commission.
Total Linear Footage of
Proposed Public:
NIA Streets
NIA Sidewalks
NIA Sanitary Sewer Lines
NIA Water Lines
NIA Channels
NIA Storm Sewers
NIA Bike Lanes I Paths
Parkland Dedication due prior to filing the Final Plat:
ACREAGE:
___ No. of acres to be dedicated + $ ____ development fee
___ No. of acres in floodplain
No. of acres in detention ---
___ No. of acres in greenways
OR
FEE IN LIEU OF LAND:
2 No. of SF Dwelling Units X $ 1216 = $ 2432 ---------
(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 APPL/CATION 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.
Date
1/11 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
TH EVELOPM :r PERMIT APPLICATION, ARE , TO THE BEST OF MY KNOWLEDGE, TRUE, AND
C RATE.
Date
Engineer Certification:
1/11
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 supporting documents comply with the
current requirements of the City of College Station, Texas City Code, Chapter 13 and associated BCS Unified
Design Guidelines. All development has been designed in accordance with all applicable codes and ordinances
of the City of College Station and State and Federal Regulations.
4. I, THE ENGINEER, 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
ACCURATE.
Engineer Date
Page 5 of 9
The following CERTIFICATIONS apply to development in Special Flood Hazard Areas.
Required for Site Plans, Final Plats, Construction Plans, Fill /Grading Permits, and Clearing Only
Permits:*
certify, as demonstrated in the attached drainage study, that the
alterations or development covered by this permit, shall not:
(i) increase the Base Flood elevation ;
(ii) create additional areas of Special Flood Hazard Area;
(iii) decrease the conveyance capacity to that part of the Special Flood Hazard Area that is not in the floodway
and where the velocity of flow in the Base Flood event is greater than one foot per second. This area can
also be approximated to be either areas within 100 feet of the boundary of the regulatory floodway or
areas where the depth of from the BFE to natural ground is 18 inches or greater;
(iv) reduce the Base Flood water storage volume to the part of the Special Flood Hazard Area that is beyond
the floodway and conveyance area where the velocity of flow in the Base Flood is equal to and less than
one foot per second without acceptable compensation as set forth in the City of College Station Code of
Ordinances, Chapter 13 concerning encroachment into the Special Flood Hazard Area; nor
(v) increase Base Flood velocities.
beyond those areas exempted by ordinance in Section 5.11 .3a of Chapter 13 Code of Ordinances.
Engineer Date
Initial
D *If a platting-status exemption to this requirement is asserted , provide written justification under separate
letter in lieu of certification .
Required for Site Plans, Final Plats, Construction Plans, and Fill/ Grading Permits:
B. I, , certify to the following:
(i) that any nonresidential or multi-family structure on or proposed to be on this site as part of this application is
designed to prevent damage to the structure or its contents as a result of flooding from the 100-year storm.
Engineer Date
Additional certification for Floodway Encroachments:
C. I, , certify that the construction , improvement, or fill covered by this
~~~~~~~~~~~~~~~~
permit shall not increase the base flood elevation. I will apply for a variance to the Zoning Board of Adjustments.
Engineer Date
1/11 Page 6 of 9
Required for all projects proposing structures in Special Flood Hazard Area (Elevation Certificate
required).
Residential Structures:
D. I, , certify that all new construction or any substantial improvement
of any residential structure shall have the lowest floor, including all utilities, ductwork and any basement, at an
elevation at least one foot above the Base Flood Elevation. Required Elevation Certificates will be provided with
elevations certified during construction (forms at slab pre-pour) and post construction.
Engineer I Surveyor Date
Commercial Structures:
E. I, _________________ , certify that all new construction or any substantial improvement
of any commercial, industrial, or other non-residential structure are designed to have the lowest floor, including all
utilities, ductwork and basements, elevated at least one foot above the Base Flood Elevation
Engineer I Surveyor Date
OR
I, , certify that the structure with its attendant utility, ductwork,
basement and sanitary facilities is designed to be flood-proofed so that the structure and utilities, ductwork,
basement and sanitary facilities are designed to be watertight and impermeable to the intrusion of water in all
areas below the Base Flood Elevation, and shall resist the structural loads and buoyancy effects from the
hydrostatic and hydrodynamic conditions.
Required Elevation Certificates will be provided with elevations certified during construction (forms at slab pre-
pour) and post construction.
Engineer I Surveyor Date
Conditions or comments as part of approval:
1/11 Page 7 of 9
Existing
[g]
1/11
FINAL PLAT MINIMUM REQUIREMENTS
(ALL CITY ORDINANCES MUST BE MET)
INCLUDING BUT NOT LIMITED TO THE FOLLOWING:
(Requirements based on field survey and marked by monuments and markers.)
[g] Drawn on 24" x 36" sheet to scale of 100' per inch .
[g] Vicinity map which includes enough of surrounding area to show general location of subject property in
relationship to College Station and its City Limits . No scale required but include north arrow.
[g] Title Block with the following information:
[g] Name and address of subdivider, recorded owner, planner, eng ineer and surveyor.
[g] Proposed name of subdivision. (Subdivision name & street names will be approved through Brazos
County 911.)
[g] Date of preparation .
[g] Engineer's scale in feet.
[g] Total area intended to be developed.
[g] North Arrow.
[g] Subdivision boundary indicated by heavy lines.
[g] If more than 1 sheet, an index sheet showing entire subdivision at a scale of 500 feet per inch or
larger.
[g] All applicable certifications based on the type of final plat.
[g] Ownership and Dedication
[g] Surveyor and/or Engineer
[g] City Engineer (and City Planner, if a minor plat)
[g] Planning and Zoning Commission (delete if minor plat)
[g] Brazos County Clerk
D Brazos County Commissioners Court Approval (ET J Plats on ly)
[g] If submitting a replat where there are existing improvements, submit a survey of the subject property
showing the improvements to ensure that no encroachments will be created.
[g] If using private septic systems, add a general note on the plat that no private sewage facility may be
installed on any lot in this subdivision without the issuance of a license by the Brazos County
Health Un it under the provisions of the private facility regulations adopted by the Commissioner's
Court of Brazos County, pursuant to the provisions of Section 21 .084 of the Texas Water Code.
[g] Location of the 100-Year Floodplain and floodway, if applicable, according to the most recent available
data.
[g] Lot corner markers and survey monuments (by symbol) and clearly tied to basic survey data.
[gj Matches the approved preliminary plan or qualifies as minor amendments (UDO Section 3.3.E.2).
The location and description with accurate dimensions, bearings or deflection angles and radii , area, center
angle, degree of curvature, tangent distance and length of all curves for all of the
following: (Show existing items that are intersecting or contiguous with the boundary of or forming a
boundary with the subdivision, as well as , those within the subdivision).
Proposed
[g] Streets. Continuous or end in a cul-de-sac, stubbed out streets must end into a temp
turn around unless they are shorter than 100 feet.
Public and private R.O.W. locations and widths. (All existing and proposed R.O.W.'s
sufficient to meet Thoroughfare Plan.)
Street offsets and/or intersection angles meet ordinance.
Page 8 of 9
Existing
~
~
~
~
Proposed
~
~
~
~
Alleys.
Easements.
A number or letter to identify each lot or site and each block (numbered sequentially).
Parkland dedication/greenbelt area/park linkages. All proposed dedications must be
reviewed by the Parks and Recreation Advisory Board and documentation of their
recommendation provided prior to being scheduled for P&Z Commission consideration.
D Construction documents for all public infrastructure drawn on 24" x 36" sheets and properly
sealed by a Licensed Texas Professional Engineer that include the following:
D Street, alley and sidewalk plans, profiles and sections. One sheet must show the overall
street, alley and/or sidewalk layout of the subdivision. (may be combined with other
utilities).
D Sewer Design Report.
D Sanitary sewer plan and profile showing depth and grades. One sheet must show the
overall sewer layout of the subdivision . (Utilities of sufficient size/depth to meet the utility
master plan and any future growth areas.)
D Water Design Report and/or Fire Flow Report.
D Water line plan showing fire hydrants, valves, etc. with plan and profile lines showing
depth and grades. One sheet must show the overall water layout of the subdivision.
(Utilities of sufficient size/depth to meet the utility master plan and any future growth
areas.)
D Storm drainage system plan with contours, street profile, inlets, storm sewer and
drainage channels, with profiles and sections. Drainage and runoff areas, and runoff
based on 5, 10, 25, 50 and 100 year rain intensity. Detailed drainage structure design,
channel lining design & detention if used. One sheet must show the overall drainage
layout of the subdivision.
D Detailed cost estimates for all public infrastructure listed above sealed by Texas P.E.
D Letter of completion for public infrastructure or guarantee I surety in accordance with UDO
Section 8.6.
D Drainage Report with a Technical Design Summary.
D Erosion Control Plan (must be included in construction plans).
~ All off-site easements necessary for infrastructure construction must be shown on the final plat with a
volume and page listed to indicate where the separate instrument easements were filed .
Separate instrument easements must be provided in recordable form to the City prior to being scheduled
for P&Z Commission consideration.
~ Are there impact fees associated with this development? D Yes ~ No
Impact fees must be paid prior to building permit.
~ Will any construction occur in TxDOT rights-of-way? D Yes ~ No
If yes, TxDOT permit must be submitted along with the construction documents.
NOTE: 1. We will be requesting the corrected Final Plat to be submitted in digital form if available prior to filing
1/1 1
the plat at the Courthouse.
2. If the construction area is greater than 5 acres, EPA Notice of Intent (NOi) must be submitted prior to
issuance of a development permit.
Print Form
Page 9 or 9
Cnv OF CoLIEGE STATION
Home ofTexas A&M University•
PLANNING & DEVELOPMENT SERVICES
TRANSMITTAL LETTER
Please check one of the options below to clearly define the purpose of your submittal.
D New Project Submittal
D Incomplete Project Submittal -documents needed to complete an application. Case No.:
Existing Project Submittal. Case No.: 13-00900265
Project Name West Park Lots 9R, 1 OR & 11 R, Block 5 (FP-REP)
---------
Contact Name _P_a_ul_M_ur:~p_h~y __________ _ Phone Number.::.9-'--79:::_-....:::6.::..9=-0-....:::0....:::8.::..0:::_0 ________ _
We are transmitting the following for Planning & Development Services to review and comment (check all that apply):
D Comprehensive Plan Amendment D Non-Residential Architectural Standards
D Rezoning Application D Irrigation Plan
D Conditional Use Permit D Variance Request
D Preliminary Plan D Development Permit
~ Final Plat D Development Exaction Appeal
D Development Plat D FEMA CLOMA/CLOMR/LOMA/LOMR
D Site Plan D Grading Plan
D Special District Site Plan D Other -Please specify below
D Special District Building I Sign
D Landscape Plan
INFRASTRUCTURE AND ENGINEERING DOCUMENTS
All infrastructure documents must be submitted as a complete set.
The following are included in the complete set:
D Comprehensive Plan Amendment D Waterline Construction Documents
D TxDOT Driveway Permit D Sewerline Construction Documents
D TxDOT Utility Permit D Street Construction Documents
D Drainage Letter or Report D Easement Application
D Fire Flow Analysis D Other -Please specify
Special Instructions:
I.Mylar of the Final Plat with a revised Application for the new owner
10/10 Print Form
CERTIFICATE OF
OF
DTJT MONTCLAm LLC
Dean Talbot and Jenny Talbot hereby certify to Guseman Group LLC and
University Title Insurance Company that:
(a) DTJT MONTCLAIR LLC (the "Company") is a Texas limited liability
company. Dean Talbot and Jenny Talbot are all of the members and owners of the
Company and they are all of the managers and only officers of the Company.
(b) Attached hereto as Exhibit A is a true and complete copy of the Certificate
of Formation of the Company, and all amendments thereto, which are in full force and
effect on the date hereof, without any modification in any respect.
(c) Attached hereto as Exhibit Bis a true and complete copy of the Company
Agreement, Operating Agreement, Regulations or similar governing document of the
Company, including all amendments thereto, if any, which is in full force and effec.t on
the date hereof, without any modification in any respect.
( d) Attached hereto as Exhibit C is a true and correct copy of resolutions
adopted by the Unanimous Written Consent of the Managers authorizing the Company
to sell the land and property located at 400 Montclair A venue, College Station, Texas (the
"Property''), to Guseman Group LLC or its assignee, for the cash sum of $765,000.00, and
authorizing the Company to replat and subdivide the Property, and authorizing each of at
Dean Talbot, as Manager, and Lance Fox, as an Authorized Representative, agent and
attorney for the Company, to sign such plats, applications, deeds, closing statements and
other closing documents and instruments necessary to complete such transaction and to
replat and subdivide the Property, on such terms as either of them determine to be in the best
interest of the Company. Lance Fox is the Company business attorney for the Company
with offices a 3535 Calder, Suite 310, Beaumont, Texas 7770, and he has been appointed as
an Authorized Representative and agent for the Company with authority to sign all such
documents as may be necessary or appropriate to carry out and effectuate the resolutions
and actions approved in the Unanimous Written Consent attached hereto as Exhibit C.
[Signature page follows this page]
1
4-/h DATED this __ day of March, 2016.
D~
THE STATE OF TEXAS
COUNTY OF JEFFERSON
§
§
This instrument was signed and acknowledged before me, the undersigned Notary
Public, by Dean Talbot and Jenny Talbot, known to me to be the persons who signed the
above and foregoing instrument, and acknowledgefI..J.._ ~ me that they signed such
instrument for the purposes expressed t~rein, on thil day of March, 2016.
ct~ 'dMckuti
Notary Public, State of Texas
2
••
EXHIBIT "A"
Certificate of Formation
3
Corporations Section
P.O.Box 13697
Austin, Texas 78711-3697
CERTIFICATE OF FILING
OF
DT JT Montclair LLC
File Number: 802012427
Nandita Berry
Secretary of State
The undersigned, as Secretary of State of Texas, hereby certifies that a Certificate of Formation for the
above named Domestic Limited Liability Company (LLC) has been received in this office and has been
found to conform to the applicable provisions of Jaw.
ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of the authority vested in the
secretary by law, hereby issues this certificate evidencing filing effective on the date shown below.
The issuance of this certificate does not authorize the use of a name in this state in violation of the rights
of another under the federal Trademark Act of 1946, the Texas trademark law, the Assumed Business or
Professional Name Act, or the common law.
Dated: 06/19/2014
Effective: 06/19/2014
Phone: (512) 463-5555
Prepared by: Clarissa Rodriquez
Nandita Berry
Secretary of State
Come visit us on the internet at http://www.sos.state.tx.us/
Fax: (512) 463-5709 Dial: 7-1-1 for Relay Services
TID: 10306 Document: 549805960002
r~"••••••W•·-··•---•""""l-'"'--~---
~~-e-,c;=~t--"~--·~=0--i=··~--~a--~e= ...... ---=-~1 Filed in the Office of the
P .O. Box 13697 ~ustin, TX 78711-3697 rAX: 512/463-5709
Secretary of State of Texas !
Filing#: 802012427 06/19/2014 1
1
Document #: 549805960002 ·
:Filing Fee: $300
!
Certificate of Formation
Limited Liability Company
"""""'''''''''''''''''''''""'-· '"Y.''""''W,•••••• •••••••••••••••• •••••••••'"•'••••
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... , .... _,,,. _______ .__.,.,_..., •. .__....,,..*""' .. ~" . ___ .,,,, ___ ,........... -·!
I ; Article 1 -EntitYName 'aniifype ··---
t he filing""entity being formed is .. alimiied liability company"~fiiename of the entity is:
:orJf'Morrtciair'IIC"" ~---------· ____ ............. _____ .
Article 2 -Registered Agent and Registered Office F~:_T_h: initial registered agent is a'ii organization (cannot be com~~_°.~_na~:~ above) by the name of_: · _____ J
l ---1
OR
J~-B. The initial regi"Siered ageniis an indlVidual resi.dent of the state whose name is set forthbelow:
~N-arTi'e:·~ .... ····----··· ··················----w-""'····.,.,,,. .................................. ----=~~-""-·· ...................... _ ...... "'" ....... .
l ' ;Lance Fox
:c. The business address of the registered agent and the registered office address is:
Street Address:
;3535 Calder
'suite 310 Beaumont TX 77706
··················· . consent of RegisterecfAgent r A. A copy of ui_e_cons-e-nt_o_f _re-g-ist-e-red agenTis attached.-·----~-· _,_, __ _
OR ps. The consent of the registered agent is maintained by the entity. f' _ .. _ ·Arffei"e 3 -Governing Authority
;~A. The.limited liability company is to be managed by managers.
l
I . ___ , ____ J
------~·t
i
t"'§. The limited liability.company will not have-m-anagers~:anagement'a"'t"ttie company is reserved to th.e members. ll
The names and addresses of the governing persons are set forth below:
Mana9~;1 '."J'enny Talbot ·-T-itl-e:_M_a_n-ager------·-··----··--i
f:ddres~: 386frolivar c·anaiRoad Beaumoni"'.Tx, usA-77713 __ _
'.Manager·;~·Dean ,_ Talbo( .... ~ ...... ~--·----· ... -·---.. -....... _ Title: Manager
~ddress: 3861 Tolivar Canal Road · Beaumont TX, USA 77713 ! !-· .......... ----Article 4 -Purpose ------.
, ,.. ...... .,..,.,........_.,. ..... ._........... ·-·-j jThe purpose for which the company is organized is for the transaction of any and all lawful business for which limited !
liability companies may be organized under the Texas Business Organizations Code, l I .
I
Supplemental Provisions / Information J
\
.............. _,,_. __ ··-···-···· ················-·· ---·-········· ······-·······1
r------· -c5rganizer
ffhe name and address of the organizerare.sei forth below. ·--·~
'.Lance Fox 3535 Calder, Suite 310, Beaumont, TX 77706
Effectiveness of Filing
I i
I _!
! -----····-·-··-·······--··---,
' '
;R' A. ffiiS docume.nt becomes .. ef'feCtive when the ao-cumen·i·is .. ffied by the secreta-r}-0tstate.
OR .......... i
raThis documenibecomes effective at afater date, whi ch is-not more"than ninety (90) days from the date" of its I
tsigning. The delayed effective date is: · r~· -~-·--Execution . ._._ -----------·-· ·-1
tfheuilciersigned amm15tilatiheperson designated as-registereciagent-has consentedfotileappointmeri'Cihe _,,_.,
:undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or ;
jfraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of j
Jaw governing the entity to execute the filing instrument. i __ ,.,...._ .... _
jLance Fox
,Sig nature ofi5rg'anizer
FILING OFFICE COPY
EXIDBIT ''B"
Company Agreement
4
..
COMPANY AGREEMENT
OF
DT JT MONTCLAIR LLC
DATED June 19, 2014
This COMPANY AGREEMENT (this "Agreement" as it may be amended from time to
time as provided below) is made and entered into as of June 19, 2014, by and among the
Members and the Managers (as defined below) of DT JT MONTCLAIR LLC, a Texas limited
liability company.
ARTICLE I
THE COMP ANY GENERALLY
Section 1.1 Formation. DTJT MONTCLAIR LLC, was formed as a Texas limited
liability company (the ''Company '1 under and pursuant to the TLLCL (as defined below) and
other relevant laws of the State of Texas by the filing of a Certificate of Formation with the
Office of the Secretary of State of the State of Texas on .Jaq1:1ary 19, 2014, Filing Number
t'fJ v ._ o f z, '-i i.. 7 . :J ur1c
Section 1.2 Name. The name of the Company shall be DTJT MONTCLAIR LLC.
The Company shall conduct business under that name or such other names complying with
applicable law as the Managers may determine from time to time.
Section 1.3 Duration. The Company commenced on the first proper filing of the
Certificate of Formation of the Company as provided in the TLLCL and shall continue until its
business and affairs are wound up as provided in Article VII hereof.
Section 1.4 Purpose. The purpose of the Company shall be to engage in any and all
businesses allowed by law.
Section 1.5 Pri11cipa/ Place of Busittess. The Company's principal place of business
shaJI be at such place or places as the Managers may determine from time to time.
Secti011 1.6 Registered Office a11d Registered Age11t. The address of the registered
office of the Company in the State of Texas currently is 3535 Calder, Suite 310, Beaumont,
Texas 77706, and the name of the Company's current registered agent at that address is Lance
Fox. The Managers may change the registered office and the registered agent of the Company
from time to time. The Managers may cause the Company to qualify to do business as a limited
liability company (or other entity in which the Members have limited liability) in any other
jurisdiction and to designate any registered office or registered agent in any such jurisdiction.
Section I. 7 Co111pa11y Property. All real and personal property owned by the Company
shall be deemed owned by the Company as an entity and held in its name. No Member shall
have any ownership interest in any such property.
..
Section 1.8 Merger a11d Co11version. The Company may merge with, or convert into,
another entity only in accordance with a plan of merger or conversion approved by the Required
Members.
Section J. 9 Defl11itio1ts and Co11str11ction.
(a) As used in this Agreement, the following terms shall have the following
meanings:
"Act " means Texas Business Organizations Code, as amended.
"Agreement" has the meaning specified in the introduction to this
Agreement.
"Capital Account" has the meaning specified in Section 3.2.
"Claim" has the meaning specified in Section 4.14.
"Company" has the meaning specified in Section 1.1.
"Covered Perso11 "has the meaning specified in Section 4.14.
"Member" has the meaning specified in Section 2.1.
"Interest" means, with respect to any Member at any time, that Member's
entire beneficial ownership interest in the Company at such time, including that
Member's Capital Account, voting rights, and right to share in profits, losses, cash
distributions and all other benefits of the Company as specified in this Agreement,
together with that Member's obligations to comply with all of the terms of this
Agreement. As hereinafter provided, a Member's Interest may be preferred or
common and may have such additional rights, privileges and preferences as
hereinafter provided. A Member's Interest may be expressed in a percentage or
in units if so provided for by the Managers .
.. !RC" means the Internal Revenue Code of 1986, as amended from time
to time.
"Liquidating Agenl" has the meaning specified in Section 7.2(a).
"Managers" means Dean Talbot and Jenny Talbot, as the current
Managers or any other Person appointed as a Manager as provided in this
Agreement but excludes any such Person that has ceased to be Manager as
provided in this Agreement or in the TLLCL.
•
"Member" means any Person admitted to the Company as a Member as
provided in this Agreement, whether admitted as Preferred or Common Member,
but excludes any such Person that has ceased to be a Member as provided in this
Agreement or in the TLLCL.
"Perce11tage" for any Member means the ownership percentage of
Interest established for that Member in accordance with this Agreement. The
aggregate Percentages of all Members shall equal l 00%.
''Person" means any individual, corporation, partnership, limited liability
company, business trust or other entity, government or governmental agency or
instrumentality.
"Required Members" means Members owning at least fifty-one percent
(51 %) of the Percentages of all Members.
••rucL" means the Texas Limited Liability Company Law, a part of the
Texas Business Organizations Code.
(b) In this Agreement:
(i) Tenns defined in the singular have the
corresponding meaning in the plural and vice versa.
{ii) Reference to one gender includes the others
(iii) The word "include" and its derivatives means "include
without limitation."
(iv) References to Articles, Sections and Exhibits are to
the specified Articles and Sections of, and Exhibits to, this Agreement
unless the context otherwise requires. Each Exhibit to this Agreement is
made a part of this Agreement for all purposes.
(v) References to statutes or regulations are to those
statutes or regulations as currently in effect and to n.ny corresponding
provisions as they may be amended or superseded in the future.
ARTICLE II
MEMBERS AND INTERESTS
Section 2.1 Members. Each of the Persons executing this Agreement as of the date of
this Agreement (each as .. Member") is con finned as and/or is admitted to the Company as a
Member. The Percentage of each Member, and each Member's status as a preferred or common
Member, is set forth below or beside the Members' signatures on the Signature Page to this
Agreement.
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•
Section 2.2 Ad111issio11 of Additi01ral Limited Members. The Managers may cause the
Company to issue additional Interests and may admit additional Persons to the Company as
Preferred or Common Members on such terms as the Managers shall determine, but only if such
admission and terms are unanimously approved in writing by all existing Members, and only if
each such new Member agrees in writing to be bound by the provisions of this Agreement as a
Member.
2.3 No State~Law Part11ersllip. 111e Members intend that the Company not be a
partnership (including, without limitation, a limited partnership) or joint venture, and that no
Member or Manager be a partner or joint venturer of any other Member or Manager, for any
purposes other than federal and state tax purposes, and these Regulations may not be construed
to suggest otherwise.
ARTICLE Ill
FINANCE
Section 3.1 Capital Contrih11tions.
(a) Each Member has made or will make a contribution of capital to the
Company as shown beneath the Members• signatures on the signature page to this
Company Agreement.
(b) Except as provided in Section 3.l(a), no Member shall have any
obligations to make any additional capital contribution to the Company. If the
Company is in need of additional capital beyond the amounts set out in Section 3.l(a) and
on the signature page to this Company Agreement, then all Members (Preferred and
Common) must unanimously vote to approve any further capital contributions required
from the Members. If less than all Members vote to approve any additional Member
capital contributions beyond that stated in Section 3.1 (a) and on the signature page to this
Company Agreement, then to obtain further funds and operating capital the Company
may then borrow such funds with the approval of the Required Members, which
borrowing and loans may be on such terms and from any lender or lenders {including but
not limited to, any one or more of the existing Members) as approved and authorized by
the Required Members.
Section J.2 Capital Accounts. Each Member shall have a single capital account (its
"Capital Account ")t which shall be (a) increased by the amount of cash and the fair market value
of any property (net of liabilities assumed by the Company and liabilities to which the property is
subject) that Member contributes to the Company, plus all items of income and gain of the
Company allocated to that Member, (b) decreased by the amount of distributions which the
Company makes to that Member of cash or other property (net of liabilities assumed by that
Member and liabilities to which the property is subject)t plus all items of loss and deduction of
the Company allocated to that Member. The provisions of this Agreement relating to the
4
- -------------------1.
maintenance of Capital Accounts are intended to comply with Treasury Regulation§ 1.704-l(b),
and shall be interpreted and applied in a manner consistent with those Treasury Regulations.
Section 3.3 Allocatio11s. All items of income, gain, loss, deduction and credit of the
Company shall be allocated to the Members for accounting and tax purposed pro rata according
to their Percentages; provided, however, that any allocations pursuant to this Agreement shall
comply with the qualified income offset requirements of Treasury Regulation § l.704-
l(b)(2)(ii)(d) and the nonrecourse deduction and minimum gain chargeback requirements of
Treasury Regulation § 1. 704-2; and provided, however, subject to any special allocations, if any,
as hereinafter provided.
Section 3.4 Tax Matters.
(a) The Members intend that the Company be treated as a partnership for
federal income tax purposes and any similar provisions of state or local law.
(b) Dean Talbot or such other Member as the Required Members may
designate shall be the "tax matters partner" for purposed of Section 6231 (a)(7) of IRC.
The tax matters partner shall cause to be prepared and shall sign all returns of the
Company, make any election which is available to the Company, and monitor any
governmental tax authority in any audit that the authority may conduct of the Company's
books and records or Dean Talbot or such other Member to be (and continue as) the tax
matters partner an~ if requested by the tax matters partner, to otherwise authorize and
appoint the tax matters partner as the party with the sole authority to handle all tax
matters of the Company. Each Member agrees to execute, certify, deliver, file and record
at appropriate public offices or deliver to the tax matters partner such documents as may
be requested by the tax matters partm;r to facilitate the handling of any tax matter as the
tax matters partner deems necessary.
(c) After the end of each fiscal year of the Company, the Managers shall
cause to be prepared and transmitted to each Member, as promptly as possible, and in any
event by the end of the fourth month following the close of the fiscal year, a federal
income tax Fonn K-1 and any required similar state and local income tax form for each
Member.
Sectitm 3.5 Distributions. The Managers, in their sole discretion, may cause the
Company to distribute to the Members cash available after (i) servicing all Company debts,
liabilities and obligations then payable and (ii) establishing reasonable reserves for expenses and
contingencies, which distributions shall be made to the Members pro rata according to their
Percentages, but subject to the preferential rights and special allocation, if any, as hereinafter
provided.
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ARTICLE IV
CONDUCT OF COMPANY AFFAIRS
4.01 MaJtagement bv Managers. (a) Except for situations in which the approval of the
Members is required by this Agreement or by nonwaivable provisions of applicable law, (i) the
powers of the Company shall be exercised by or under the authority of, and the business and
affairs of the Company shall be managed under the direction of, the Managers, who shall act
and make decisions by the approval of any Manager, and any Manager may act on behalf
of the Company and sign contracts and engage in business without having to get the
consent, vote or approval of the other Manager; and (ii) the Managers may make all decisions
and take all actions for the Company not otherwise provided for in this Agreement, including,
without limitation, the following:
(i) entering into, making, and performing contracts, agreements, and other
undertakings binding the Company that may be necessary, appropriate, or advisable in
furtherance of the purposes of the Company and making all decisions and waivers
thereunder;
(ii) opening and maintaining bank and investment accounts and arrangements,
drawing checks and other orders for the payment of money, and designating individuals
with authority to sign or give instructions with respect to those accounts and
arrangements;
(iii) maintaining the assets of the Company in good order;
(iv) collecting sums due the Company;
{v) to the extent that funds of the Company are available therefor, paying
debts and obligations of the Company;
(vi) acquiring, utilizing for Company purposes, and disposing of any asset of
the Company;
(vii) borrowing money or otherwise committing the credit of the Company for
Company activities and voluntary prepayments or extensions of debt;
(viii) selecting, removing, and changing the authority and responsibility of
lawyers, accountants, and other advisers and consultants;
(ix) obtaining insurance for the Company;
(x) determining distributions of Company cash and other property; and
(xi) establishing a seal for the Company.
(b) Notwithstanding the provisions of Section 4.0l(a), the Managers may not cause
the Company to do any of the following without complying with the applicable requirements set
forth below or unless otherwise authorized by the provisions of Article IX hereof:
(i) sell, lease, exchange, or otherwise dispose of {other than by way of a
pledge, mortgage, deed of trust or trust indenture) all or substantially all of the
Company's property and assets {with or without good will), other than in the usual and
regular course of the Company's business, without complying with the applicable
procedures set forth in the TLLCL;
(ii) be a party to (i) a merger, or {ii) an exchange or acquisition of the type
described in TLLCL without complying with the applicable procedures set forth in the
TLLCL; and
{iii) amend or restate the Certificate of Fonnation, without complying with the
applicable procedures set forth in the TLLCL.
4.02 Actions bv Managers; Committeesj Delegati011 o(Autlwri(y and Duties. (a) [n
managing the business and affairs of the Company and exercising its powers, the Managers shall
act (i) collectively through meetings and written consents pursuant to Sections 4.05 and 5.07
hereof; {ii) through committees pursuant to Section 4.02(b); and (iii) through Managers to whom
authority and duties have been delegated pursuant to Section 4.02(c).
(b) The Managers may, from time to time, designate one or more committees, each of
which shall be comprised of one or more Managers. Any such committee, to the extent provided
in such resolution or in the Certificate of Formation or this Agreement, shall have and may
exercise all of the authority of the Managers, subject to the limitations set forth in the TLLCL.
At every meeting of any such committee, the presence of a majority of nll the members thereof
shall constitute a quorum, and the affinnative vote of a majority of the members present shall be
necessary for the adoption of any resolution. The Managers may dissolve any committee at any
time.
(c) The Managers may, from time to time, delegate to one or more Managers such
authority and duties as the Managers may deem advisable. In addition, the Managers may assign
titles {including, without limitation, president, vice president, secretary, assistant secretary,
treasurer and assistant treasurer) to any such Manager. Unless the Managers decide otherwise, if
the title is one commonly used for officers of a business corporation fonned under the Texas
Business Organizations Code, the assignment of such title shall constitute the delegation to such
Manager of the authority and duties that are nonnally associated with that office, subject to any
specific delegation of authority and duties made pursuant to the first sentence of this Section
4.02(c). Any number of titles may be held by the same Manager. Any delegation pursuant to
this Section 4.02(c) may be revoked at any time by the Mangers.
(d) Any Person dealing with the Company, other than a Member, may rely on the
authority of any Manager or officer in taking any action in the name of the Company without
7
inquiry into the provisions of this Agreement or compliance herewith, regardless of whether that
action actually is taken in accordance with the provisions of these Regulations.
4. 03 Number and Term of Office. The number of Managers of the Company shall be
two (2), who shall be appointed by the Members, and each Manager may act apd make
decisions on behalf of the Company and sign contracts and engage in business without
having to get the consent, vote or approval of the other Manager. Each Manager shall hold
office for the tenn for which he or she is elected and thereafter until his or her successor shall
have been elected and qualified, or until his earlier death, resignation or removal. Unless
otherwise provided in the Certificate of Formation, Managers need not be Members or residents
of the State of Texas.
4.04 Vacancies; Removal; Resignation. Any Manager position to be filled by reason
of an increase in the number of Managers may be filled by election at an annual or special
meeting of Members called for that purpose. Any vacancy occurring in the Managers other than
by reason of an increase in the number of Managers shall be filled by the Member who appointed
the Manager to the position that has become vacant. . A Manager elected to fill a vacancy
occurring other than by reason of an increase in the number of Managers shall be elected for the
unexpired term of his predecessor in office. At any meeting of Members at which a quorum of
Members is present called expressly for that purpose, or pursuant to a written consent adopted
pursuant to this Agreement, any Manager may be removed, with or without cause, by a majority
vote in interest of the Members. A Manager may also be removed at any time, without cause,
by the Member who appointed the particular Manager to be removed. Any Manager may resign
at any time. Such resignation shall be made in writing and shall take effect at the time specified
therein, or if no time be specified, at the time of its receipt by the remaining Managers. The
acceptnnce of a resignation shall not be necessary to make it effective, unless expressly so
provided in the resignation.
4.05 Meetiltgs. (a) Unless otherwise required by law or provided in this Agreement, a
majority of the total number of Managers fixed by, or in the manner provided in, the Certificate
of Formation or this Agreement shall constitute a quorum for the transaction of business of the
Managers, and the act of a majority of the Managers present at a meeting at which a quorum is
present shall be the act of the Managers. A Manager who is present at a meeting of the
Managers at which action on any Company matter is taken shall be presumed to have assented to
the action unless his dissent shall be entered in the minutes of the meeting or unless he shall file
his written dissent to such action with the person acting as secretary of the meeting before the
adjournment thereof or shall deliver such dissent to the Company immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a Manager who voted in
favor of such action.
(b) Meetings of the Managers may be held at such place or places as shall be
determined from time to time by resolution of the Managers. At all meetings of the Managers,
business shall be transacted in such order as shall from time to time be detennined by resolution
of the Managers. Attendance of a Manager at a meeting shall constitute a waiver of notice of
such meeting, except where a Manager attends a meeting for the express purpose of objecting to
the transaction of any business on the ground that the meeting is not lawfully called or convened.
(c) [n connection with any annual meeting of Members at which Managers were
elected, the Managers may, if a quorum is present, hold its first meeting for the transaction of
business immediately after and at the same place as such annual meeting of the Members.
Notice of such meeting at such time and place shall not be required.
(d) Regular meetings of the Managers shall be held at such times and places as shall
be designated from time to time by resolution of the Managers. Notice of such regular meetings
shall not be required.
(e) Special meetings of the Managers may be called by any Manager on at least 24
hours notice to each other Manager. Such notice need not state the purpose or purposes of, nor
the business to be transacted at, such meeting, except as may otherwise be required by law or
provided for by the Certificate of Fonnation or this Agreement.
4.06 Aonroval or Ratification o(Acts or Contracts bv Members. The Managers in
their discretion may submit any act or contract for approval or ratification at any annual meeting
of the Members, or at any special meeting of the Members called for the purpose of considering
any such act or contract, and any act or contract that shall be approved or be ratified by a
majority in interest of the Members shall be as valid and as binding upon the Company and upon
all the Members as if it shall have been approved or ratified by every Member of the Company.
4. 07 Action bv Written C011sent or Telepllo11e Conference. Any action permitted or
required by the TLLCL, the Certificate of Formation or this Agreement to be taken at a meeting
of the Managers or any committee designated by the Managers may be taken without a meeting
if a consent in writing, setting forth the action to be taken, is signed by all the Managers or
members of such committee, as the case may be. Such consent shall have the same force and
effect as a unanimous vote at a meeting and may be stated as such in any document or instrument
filed with the Secretary of State of the State of Texas, and the execution of such consent shall
constitute attendance or presence in person at a meeting of the Managers or any such committee,
as the case may be. Subject to the requirements of the TLLCL, the Certificate of Formation or
this Agreement for notice of meetings and unless otherwise restricted by the Certificate of
Formation, Managers, or members of any committee designated by the Managers, may
participate in and hold a meeting of the Managers or any committee of Managers, as the case
may be, by means of a conference telephone or similar communications equipment through
which all persons participating in the meeting can hear each other, and participation in such
meeting shall constitute attendance and presence in person at such meeting, ex.cept where a
person participates in the meeting for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or convened.
4.08 Compe11sation. The Managers shall receive such compensation, if any, for their
services as may be designated from time to time by the Managers. In addition, the Managers
shall be entitled to be reimbursed for out-of-pocket costs and expenses incurred in the course of
their service hereunder, including the portion of their overhead reasonably allocable to Company
activities.
4.09 Conflicts of l11terest. Subject to the other express provisions of this Agreement,
each Manager, Member and officer of the Company at any time and from time to time may
engage in and possess interests in other business ventures of any and every type and description,
independently or with others, with no obligation to offer to the Company or any other Member,
Manager or officer the right to participate therein, as long as such other business activity, venture
or opportunity does not compete directly with the then existing business of the Company. The
Company may transact business with any Manager, Member, officer or affiliate thereof,
provided the tenns of those transactions are no less favorable than those the Company could
obtain from unrelated third parties.
4.10 Offecers. (a) The Managers may, from time to time, designate one or more
persons to be officers of the Company. No officer need be a resident of the State of Texas, a
Member or a Manager. Any officers so designated shall have such authority and perform such
duties as the Managers may, from time to time, delegate to them. The Managers may assign
titles to particular officers. Unless the Managers decide otherwise, if the title is one commonly
used for officers of a business corporation fonned under the Texas Business Organizations Code,
the assignment of such title shall constitute the delegation to such officer of the authority and
duties that are nonnally associated with that office, subject to (i) any specific delegation of
authority and duties made to such officer by the Managers, or (ii) any delegation of authority and
duties made to one or more Managers. Each officer shall hold office until his successor shall be
duly designated and shall qualify or until his death or until he shall resign or shall have been
removed in the manner hereinafter provided. Any number of offices may be held by the same
person. The salaries or other compensation, if any, of the officers and agents of the Company
shall be fixed from time to time by the Managers.
(b) Any officer may resign as such at any time. Such resignation shall be made in
writing and shall take effect at the time specified therein, or if no time be specified, at the time of
its receipt by the Managers. The acceptance of a resignation shaJJ not be necessary to make it
effective, unless expressly so provided in the resignation. Any officer may be removed as such,
either with or without cause, by the Managers whenever in their judgment the best interests of
the Company will be served thereby; provided, however, that such removal shall be without
prejudice to tbe contract rights, if any, of the person so removed. Designation of an officer shall
not in and of itself create contract rights. Any vacancy occurring in any office of the Company
(other than Manager) may be filled by the Managers.
Sectio11 4.11 Members Generally. The Members shall have no authority to take part in
the control, conduct or operation of the Company and shall have no right or authority to act for
or bind the Company, including during the winding up and tennination of the Company.
Section 4.12 Compellsation of Members and Affiliates. No Member shall receive any
compensation for its services to the Company unless such compensation is approved by the vote
of Required Members.
Sectio11 4.13 Good Faitlt Actions. No Member, Manager, or any of their respective
officers, directors, shareholders, officers, constituent partners, managers, members, trustees,
representatives, agents or employees, shall be liable to the Company or to any of the other
Members for any action taken (or any failure to act} by it in good faith on behalf of the Company
JO
and reasonably believed by it to be authorized or within the scope of ils authority, unless that
action (or failure to act) constitutes frnud, gross negligence, bad faith or willful misconduct, and
then only to the extent otherwise provided by law.
Section 4.14 Jnde111nijicati011. To the fullest extent permitted by law, the Company
shall indemnify, defend and hold harmless each Member and Manager and their respective
officers, directors, shareholders, managers, members, employees, agents, subsidiaries and assigns
(each, a "Covered Person'), from and against any and all losses, claims, demands, liabilities,
ex.penses, judgments, fines, settlements and other amounts arising from any and all claims,
demands, actions, suits or proceedings, civil, criminal, administrative or investigative (each a
"Claim'), in which the Covered Person may be involved, or threatened to be involved, as a party
or otherwise, which relates to or arises out of the Company or its property, business or affairs;
provided, however, that a Covered Person shall not be entitled to indemnification under this
Section 4.14 with respect to (a) any Claim with respect to which the Covered Person has engaged
in fraud, willful misconduct, bad faith or gross negligence or (b) any Claim initiated by a
Covered Person unless that Claim (or part thereof) was brought to enforce that Covered Person's
rights to indemnification under this Section. The Company shall pay in advance of the final
disposition of any such Claim expenses incurred by a Covered Person in defending that Claim if,
but only if, that Covered Person so requests and delivers to the Company an undertaking by or on
behalf of that Covered Person to repay amounts so advanced if it ultimately is detennined that
the Covered Person is not entitled indemnification under this Section.
Section 4.15 li111itatio11s. No Member shall have the right or power to:
(a) withdraw from the Company or withdraw any part of its contributions to
the Company or its Capital Account except as a result of the winding up and tennination
of the Company as provided in Article VII or as otherwise provided by nonwaivable
provisions of law;
(b} bring an action for partition of Company property;
(c) cause the winding up and tennination of the Company, except as set forth
in this Agreement;
(d) demand or receive (i) interest on its contributions to the Company or its
Capital Account or (ii) any property from the Company other than cash except as
provided in Section 3.5; or
(e) have priority over any other Member, either as to the return of
contributions to the Company or as to items of Company income, gain, loss, deduction
and credit, or distributions.
4.16 11-f eeti11l!s of Member.~. (a) A quorum shall be present at a meeting of Members
if the holders of a Required Interest are represented at the meeting in person or by proxy. With
respect to any matter, other than a matter for which the affirmative vote of the holders of a
specified portion of the Percentages of all Members entitled to vote is required by the Act, the
affirmative vote of a Required Interest at a meeting of Members at which a quorum is present
shall be the act of the Members.
{b) All meetings of the Members shall be held at the principal place of business of the
Company or at such other place within or without the State of Texas as shall be specified or fixed
in the notices or waivers of notice thereof, provided that any or aJJ Members may participate in
any such meeting by means of conference telephone or similar communications equipment.
(c) Notwithstanding the other provisions of the Company's Certificate of Formation
or this Company Agreement, the chairman of the meeting or the holder(s) of a Required Interest
shall have the power to adjourn such meeting from time to time, without any notice other than
announcement at the meeting of the time and place of the holding of the adjourned meeting. If
such meeting is adjourned by the Members, such time and place shall be determined by a vote of
the holders of a Required Interest. Upon the resumption of such adjourned meeting, any
business may be transacted that might have been transacted at the meeting as originally called.
(d) An annual meeting of the Members, for the election of the Managers and for the
transaction of such other business as may properly come before the meeting, shall be held at such
place, within or without the State of Texas, on such date and at such time as the Managers shall
fix and set forth in the notice of the meeting, which date shall be within 13 months subsequent to
the date of organization of the Company or the last annual meeting of Members, whichever most
recently occurred.
(e) Special meetings of the Members for any proper purpose or purposes may be
called at any time by the Managers or the holders of at least 10% of the Percentages of all Voting
Members. If not otherwise stated in or fixed in accordance with the remaining provisions hereof,
the record date for determining Members entitled to call a special meeting is the date any
Member first signs the notice of that meeting. Only business within the purpose or purposes
described in the notice (or waiver thereof) required by these Regulations may be conducted at a
special meeting of the Members.
(f) Written or printed notice stating the place, day and hour of the meeting and, in the
case of a special meeting, the purpose or purposes for which the meeting is called, shall be
delivered not less than 10 nor more than 60 days before the date of the meeting, either personally
or by mail, or by fax transmission or by computer email transmission, by or at the direction of
the Managers or Person calling the meeting, to each Member entitled to vote at such meeting. If
mailed, any such notice shall be deemed to be delivered when deposited in the United States
mail, addressed to the Member at his address, with postage thereon prepaid.
(g) The date on which notice of a meeting of Members is mailed or the date on which
the resolution of the Managers declaring a distribution is adopted, as the case may be, shall be
the record date for the determination of the Members entitled to notice of or to vote at such
meeting, including any adjournment thereof, or the Members entitled to receive such
distribution.
(h) The right of Members to cumulative voting in the election of Managers is
12
ex.pressly prohibited.
(i) The Managers shall make. at least 10 days before each meeting of Members, a
complete list of the Voting Members entitled to vote at such meeting or any adjournment thereof,
arranged in alphabetical order, with the address of and the Percentages held by each, which list,
for a period of 10 days prior to such meeting, shall be kept on file at the registered office or
principal place of business of the Company and shall be subject to inspection by any Member at
any time during nonnal business hours. Such list shall also be produced and kept open at the
time and place of the meeting and shall be subject to the inspection of any Member during the
whole time of the meeting. The original membership records shall be prima facie evidence as to
who are the Members entitled to examine such list or transfer records or to vote at any meeting
of Members. Failure to comply with the requirements of this Section shall not affect the validity
of any action taken at the meeting.
(j) A Member may vote either in person or by proxy executed in writing by the
Member. A telegram, telex, cablegram, telecopy, fax trWlsmission, computer email transmission
or telephone text transmission by the Member. or a photographic, photostatic, facsimile,
computer email, telephone text message or similar reproduction of a writing executed by the
Member shall be treated as an execution in writing for purposes of this Section. Proxies for use
at any meeting of Members or in connection with the taking of any action by written consent
shall be filed with the Managers, before or at the time of the meeting or execution of the written
consent, as the case may be. All proxies shall be received and taken charge of and all ballots
shall be received and canvassed by the Managers, who shall decide all questions touching upon
the qualification of voters, the validity of the proxies, and the acceptance or rejection of votes,
unless an inspector or inspectors shall have been appointed by the chainnan of the meeting, in
which event such inspector or inspectors shall decide all such questions. No proxy shall be valid
after 11 months from the date of its execution unless otherwise provided in the proxy. A proxy
shall be revocable unless the proxy fonn conspicuously states that the proxy is irrevocable and
the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as
proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at
any meeting at which their powers thereunder are to be exercised shall have and may exercise all
powers of voting or giving consents thereby conferred, or if only one be present, then such
powers may be exercised by that one; or, if an even number attend and a majority do not agree
on any particular issue, the Company shall not be required to recognize such proxy with respect
to such issue if such proxy does not specify how the Percentages that are the subject of such
proxy are to be voted as to such issue.
(k) AH meetings of the Members shall be presided over by the chainnan of the
meeting, who shall be a Manager (or representative thereof) designated by a majority of the
Managers. The chainnan of any meeting of Members shall detennine the order of business and
the procedure at the meeting, including such regulation of the manner of voting and the conduct
of discussion as seem to him in order.
(I) Any action required or pennitted to be taken at any annual or special meeting of
Members may be taken without a meeting, without prior notice, and without a vote, if a consent
or consents in writing, setting forth the action so taken, shall be signed by the holder or holders
of not less than the minimum Percentages that would be necessary to take such action at a
meeting at which the holders of all Percentages entitled to vote on the action were present and
voted. Every written consent shall bear the date of signature of each Member who signs the
consent. A telegram, telex, cablegram, telecopy, fax transmission, computer email, telephone
text message or similar transmission by a Member, or a photographic, photostatic, facsimile or
similar reproduction of a writing signed by a Member, shall be regarded as signed by the
Member for purposes of this Section. Prompt notice of the taking of any action by Members
without a meeting by less than unanimous written consent shall be given to those Members who
did not consent in writing to the action.
{m) The record date for determining Members entitled to consent to action in writing
without a meeting shall be the first date on which a signed written consent setting forth the action
taken or proposed to be taken is delivered to the Company at its registered office or its principal
place of business or to the Managers. Delivery shall be by hand or by certified or registered
mail, return receipt requested. Delivery to the Company's principal place of business shall be
addressed to the Managers.
(n) If any action by Members is taken by written consen~ any articles or documents
fi led with the Secretary of State of the State of Texas as a result of the taking of the action shall
state, in lieu of any statement required by the Act or the TLLCL concerning any vote of
Members, that written consent has been given in accordance with the provisions of the Act and
the TLLCL and that any written notice required by the Act and the TLLCL has been given.
(o) Members may participate in and hold a meeting by means of conference
telephone or similar communications equipment through which all Persons participating in the
meeting can hear each other, and participation in such meeting shall constitute attendance and
presence in person at such meeting, except where a Person participates in the meeting for the
express purpose of objecting to the transaction of any business on the ground that the meeting is
not lawfully called or convened.
ARTICLEV
BOOKS AND RECORDS
Section 5.1 Books and Records. The Managers shall keep complete and appropriate
records and books of account of all transactions and other matters related to the Company's
business. Except as otherwise expressly provided in this Agreement, such books and records
shall be maintained in accordance with accounting principles approved by the Managers and
consistently applied, and shall reflect the allocations provided in Section 3.3 .
Section 5.2 Acee.\'S by Members. Subject to Section 5.3, all books and records of the
Company shall be made available at the principal office of the Company and shall be open to the
reasonable inspection and examination by the Members or their duly authorized representatives
during normal business hours, and each Member has the right to inspect, and copy during normal
business hours, those records, and to obtain from the Managers, promptly after becoming
14
available, a copy of the Company's federal, state and local income tax or information returns for
each year.
Sectio1t 5.3 Conjide11tial Information. Notwithstanding the provisions of Section 5.2, the
Managers may withhold and keep confidential from any Member trade secrets, personnel records
and other information if the Managers determine in good faith that making that information
available to that Member would not be in the best interest of the Company or the Members
generally in their capacities as such. Each Member agrees that the restrictions in this Section 5.3
are fair and reasonable.
ARTICLE VI
TRANSFERS OF INTERESTS
Secti011 6.1 Tra11sfers Generally. A Member may not encumber or pledge his Interest
unless the Managers unanimously consent in writing in their sole discretion. A Member may
sell, gift or convey his interest to another person; provided, however, the Managers unanimously
consent to such matter, and provided that such Member must first give a right of first refusal to
the remaining Members to acquire such interest on the same terms as offered to any third party;
provided, however, no consent shall be required and nor shall any right of first refusal be
required with respect to the transfer by a Member whose interest is being transferred as a result
of a Member's death or a transfer is being made by a Member to his or her spouse or children.
Such right of first refusal may be exercised within 30 days after a Member gives all of the other
Members written notice of his intent to sell or convey his interest. If more than one of the
remaining Members desire to exercise such right, then the Members who exercise such right
shall be entitled to do so on a prorata basis in proportion to their respective membership interests
in the Company. If none of the Members timely exercise their right, then the Member who gave
such written notice shall be permitted to sell or convey such interest, but only on the tenns stated
in the notice of intent to sale, and such transaction must be completed within 30 days after
expiration of the other Members' right of first refusal, and any person who acquires such interest
shall be bound to all of the terms and provisions of this Company Agreement and any other
agreement entered into between all Members of the Company.
Sectio11 6.2 Rig/its of Transferee. A Person to which all or any part of a Member's
Interest is transferred as permitted by Section 6.1, or that succeeds to all or part of the Interest of
a Member due to the death, divorce or incapacity of a Member who is an individual or the
winding up and termination of a Member that is an entity, is entitled to share in the Company's
profits and losses, and to receive distributions and allocations of Company income, gain, loss or
credit, to the same extent as the predecessor Member to the extent of the Interest, and such
person shall be permitted to vote such interest and shall become a substitute voting Member in
the Company provided that the Person receiving the Interest agrees in writing to be bound by the
provisions of this Agreement as a Member and notifies the other Members of its address for
notices under this Agreement.
15
Section 6.3 Void Assign111e11ts. Any purported sale. transfer, assignment,
hypothecation, pledge or other disposition or encumbrance by a Member of all or any part of any
Interest not made strictly in accordance with the provisions of this Article VI or otherwise
pennitted by this Agreement shall be null and void and of no force or effect.
ARTICLE VII
\VINDING UP
Section 7.1 Evellts Requiring Winding Up. The Company shall be wound up only on
the first to occur of any one or more of the following:
(a) written consent of the Required Members;
(b) at such time as there is no Member remaining;
(c) entry of a judicial order to wind up the Company; or
(d) on notice from any Member to the other Members on or after the 901h day
following the sole remaining Manager's ceasing to be the Manager, unless a Manager has
been appointed us provided in this Agreement.
Sectio11 7.2 Winding Up Affairs and Distributio11 of Assets.
(a) If an event requiring the winding up of the Company occurs, the Managers or,
if there are no Managers, a Person designated for this purpose by written consent of the
Required Members (the Managers or the Person so designated being called the
"Liquidating Agent"), as soon as practicable shall wind up the affairs of the Company
and sell and/or distribute the assets of the Company. The Liquidating Agent shall have
all of the rights and powers with respect to the assets and liabilities of the Company in
connection with the winding up and tennination of the Company that the Managers
would have with respect to the assets and liabilities of the Company during the term of
the Company, and the Liquidating Agent is expressly authorized and empowered to
execute any and all documents necessary or desirable to effectuate the winding up and
termination of the Company and the transfer of any assets. The Liquidating Agent shall
apply and distribute the proceeds of the sale or liquidation of the assets and properties of
the Company in the following order of priority, unless otherwise required by
nonwaivable provisions of applicable law:
(i) to pay (or to make provision for the payment of) all creditors of the
Company (including Members who are creditors of the Company}, in the order of
priority provided by law or otherwise, in satisfaction of all debts. liabilities or
obligations of the Company due to its creditors;
16
(ii) after the payment (or the provision for payment) of all debts,
liabilities and obligations of the Company in accordance with clause (i) above,
then to the Members to return all unreturned capital contributed to the Company;
and
(iii) any balance remammg, if any, shall then be allocated and
distributed among all Members in accordance with their Percentage Interests in
the Company.
(b) The Liquidating Agent shall have sole discretion to determine whether to
sell or liquidate all or any portion of the assets and property of the Company and the
consideration to be received for that property.
(c) Except as required by nonwaivable provisions of the TLLCL, no Member
shall have any obligation at any time to contribute any funds to replenish any negative
balance in its Capital Account.
Section 7.3 Termiltati01t. Upon compliance with and completion of the payment and
distribution plan described in Section 7.2(a). the Liquidating Agent shall execute, acknowledge
and cause to be filed a certificate of termination with the Office of the Secretary of State of the
State of Texas, at which time the Company shall cease to exist as a limited liability company.
ARTICLE VIII
MISCELLANEOUS
Section 8.1 Notices. Any notice to be given under this Agreement must be in writing
and delivered personally {including by courier), electronically, by facsimile transmission, or by
express, certified or registered mail (a) if to the Company, to the Managers , and (b) if to a
Member or the Managers, at their addresses set forth on the Signature Page to this Agreement or,
in the case of a Member subsequently admitted or a Manager subsequently appointed, in the
instrument in which it agreed to be bound by this Agreement, or in either case at such other
address as that Member or Manager or may designate by notice to the Managers and the other
Members. A notice is deemed given upon receipt at the address so provided.
Section 8.2 Entire Agreement. This Agreement supersedes all prior agreements and
understandings among the Managers and Members with respect to the Company.
Section 8.3 Amend111e11ts. This Agreement may be modified only on the written
consent of the Required Members; provided however, that an amendment adversely affecting a
Member's distributions, allocations, obligation to make contributions to the Company or rights to
consent or approve is effective against that Member only if that Member agrees in writing.
Secti011 8.4 Waivers. A waiver of any breach of any of the terms of this Agreement
shall be effective only if in writing and signed by the Member against whom such waiver or
17
breach is claimed. No waiver of any breach shall be deemed a waiver of any other subsequent
breach.
Section 8.5 Severability. If any provision of this Agreement shall be held to be
invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining
provisions shall not in any way be affected or impaired, unless that provision was fundamental to
the objectives of this Agreement.
Section 8. 6 Furtller Assurances. Each Member shall execute such deeds,
assignments, endorsements and other instruments and documents and shall give such further
assurances as shall be reasonably necessary to perfonn its obligations under this Agreement.
Section 8. 7 Govermng Law. This Agreement shall be governed by and construed in
accordance with the laws of Texas.
Section 8.8 Power of Attomey. Each Member constitutes and appoints the Managers
its true and lawful attorney with full power of substitution to make, execute, sign, acknowledge
and file all certificates and instruments necessary to form or qualify, or continue the existence or
qualification of, the Company in any jurisdiction or before any governmental authority. This
grant of a power or attorney is coupled with an interest and shall survive a Member's disability,
incompetence, death or assignment by such Member of its Interest pursuant to this Agreement.
Section 8.9 Successors and Assigns. Ex.cept as expressly provided to the contrary in
this Agreement, this Agreement shall be binding on and inure to the benefit of the Members and
the Managers and their respective successors and permitted assigns.
Section 8.10 Co11nterparts. This Agreement may be executed in any number of
counterparts or with counterpart signature pages, each of which shall be deemed an original, but
all of which shall constitute one and the same instrument. This Agreement may be circulated
for execution electronically by fax machine or computer email and an electronic signature shall
have the same force and effect as an original.
[Signature page follows this page.]
lB
SIGNATURE PAGE TO THE COMPANY AGREEMENT OF
DT JT MONTCLAIR LLC
Managers: Members:
MEMBERS' DESIGNATION, ADDRESSES PERCENTAGES AND CAPITAL
CONTRIBUTIONS:
Dean Talbot
3861 Tolivar Canal Road
Beaumont, TX 77713
Jenny Talbot
3861 Tolivar Canal Road
Beaumont, TX 77713
50% $250
50% $250
19
EXHIBIT "C"
Unanimous Written Consent
5
UNANIMOUS WRITTEN CONSENT IN LIEU OF SPECIAL MEETING OF
MANAGERS OF DTJT MONTCLAIR LLC
The undersigned, being all of the Mangers of DTJT MONTCLAIR LLC, a Texas limited
liability company, do hereby adopt the following resolutions by written consent in lieu of a special
meeting of the Managers pursuant to Texas law, such action to have the same effect as if taken at a
duly constituted meeting of the Managers held on March 3, 2016.
RESOLVED that the Company is authorized to sell the land and property located at 400
Montclair Avenue, College Station, Texas (the "Property''), to Guseman Group LLC or its assignee, for
the cash sum of $765,000.00, pursuant to the terms of that certain written Unimproved Property
Contract between the Company, as seller, and Guseman Group LLC, as buyer, a copy of which is
attached hereto as Exhibit "A" (the "Contract"), the execution and terms of which Contract are hereby
approved and ratified, and the Company is authorized to perform its obligations as seller under Contract
and to take all action necessary to complete and close the sale of such Property; and RESOLVED
FURTHER that Dean Talbot, as Manager, and Lance Fox, as an Authorized Representative, agent and
attorney for the Company, are each authorized to sign such deeds, closing statements and other closing
documents necessary to complete such transaction, on such terms as either of them determine to be in
the best interest of the Company.
RESOLVED FURTHER that the Company is authorized to replat the Property by filing a new
or amended plat or replat of the Property with the City of College Station, Texas and with the County
Clerk of Brazos County, Texas, pursuant to which the Property is subdivided into three or more lots,
which platting or replatting may be done prior to the closing of the sale of the Property to Buyer, and
may be done whether the Buyer completes the purchase of the Property or not, and Dean Talbot, as
Manager, and Lance Fox, as an Authorized Representative agent and attorney for the Company, are
each authorized to sign such plats, affidavits, applications and all other necessary documents and
instruments necessary to complete such replatting and subdividing of the Property, on such terms as
either of them determine to be in the best interest of the Company.
[Signature page follows this page.]
Executed by the undersigned Managers as on this 3rd day of March, 2016.
Dean Talbot
-2-
DocuSign Envelope JD: 3448077D-161A-4CCD-AD2E-1E9A3EEED83B
DocuSign Envelope ID 663E819A-431F-47F9-A1F4-0BD7A6EF1404
(5)
t~lHCUSi..C OPPQRfU!iflTY
PROMULGATED BY THE TEXAS REAL ESTATE COMMISSION (TREC)
UNIMPROVED PROPERTY CONTRACT
NOTICE: Not For Use For Condominium Transactions
11-2-2015
1. PARTIES: The parties to this contract are DTJT MONCLAIR LLC (Seller)
and Guseman Group LLC, and or assigns (Buyer). Seller agrees
to sell and convey to Buyer and Buyer agrees to buy from Seller the Property defined below.
2. PROPERTY: Lot 9-10&25' ll , Block 5 ,
...,,..,....-.,---------__,...~WE=S=T~P~ARK='--="'~c~s~>---..,-----------Addition, City of Coll.age Station , County of Brazos
Texas, known as 400 Montclair 77840
(address/zip code}, or as described on attached exhibit together with all rights, privileges and
appurtenances pertaining thereto, including but not limited to: water rights, claims, permits, strips
and gores, easements, and cooperative or association memberships (the Property).
3. SALES PRICE:
A. Cash portion of Sales Price payable by Buyer at closing ................. $ __ ___..7 .... 6=5~,_.o ..... o_..o__. ...... o __ o
B. Sum of all financing described in the attached: O Third Party Financing Addendum, n Loan Assumption Addendum, 0 Seller Financing Addendum ......... $-----..,,..,--.,,....,.....,.---~ c. Sales Price (Sum of A and B) ..................................... $ ___ 7_..6 ...... 5~,~o~o~o---. -=o~o
4. LICENSE HOLDER DISCLOSURE: Texas law requires a real estate license holder who is a party
to a transaction or acting on behalf of a spouse, parent, child, business entity in which the license
holder owns more than 10%, or a trust for which the license holder acts as trustee or of which the
license holder or the license holder's spouse, parent or child is a beneficiary, to notify the other
party in writing before entering into a contract of sale. Disclose if applicable: ----------
5. EARNEST MONEY: Upon execution of contract by all parties, Buyer shall deposit$ 10, 000. 00
as earnest money with University Title Company
asescrowagent,at 1021 University Dr. East College Station.TX 77840
(address). Buyer shall deposit additional earnest money of$ with escrow agent
within ..1il.1L days after the effective date of this contract. If Buyer fails to deposit the earnest
money as required by this contract, Buyer will be in default.
6. TITLE POLICY AND SURVEY:
A. TITLE POLICY: Seller shall furnish to Buyer at !fil Seller's 0 Buyer's expense an owner's policy of
title insurance (Title Policy) issued by University Title Company
(Title Company) in the amount of the Sales Price, dated at or after closing, insuring Buyer
against loss under the provisions of the Title Policy, subject to the promulgated exclusions
(including existing building and zoning ordinances) and the following exceptions:
(1) Restrictive covenants common to the platted subdivision in which the Property is located.
(2) The standard printed exception for standby fees, taxes and assessments.
(3) Liens created as part of the financing described in Paragraph 3.
{4) Utility easements created by the dedication deed or plat of the subdivision in which the
Property is located.
(5) Reservations or exceptions otherwise permitted by this contract or as may be approved by
Buyer In writing.
(6) The standard printed exception as to marital rights.
(7) The standard printed exception as to waters, tidelands, beaches, streams, and related
matters.
(8} The standard printed exception as to discrepancies, conflicts, shortages in area or boundary
lines, encroachments or protrusions, or overlapping improvements: O {i) will not be
amended or deleted from the tit!hfolicy; or [Kl (ii) will be amended to read, "shortages in
area" at the expense of ~uyer ~lhll&a
B. COMMITMENT: Within 20 days after the Title Company receives a copy of this contract, Seller
shall furnish to Buyer a commitment for title insurance (Commitment) and, at Buyer's expense,
legible copies of restrictive covenants and documents evidencing exceptions in the Commitment
(Exception Documents) other than the standard printed exceptions. Seller authorizes the Title
Company to deliver the Commitment and Exception Documents to Buyer at Buyer's address
shown in Paragraph 21 . If the Commitment and Exception Documents are not delivered to
Buyer within the specified time, the time for delivery will be automatically extended up to 15
days or 3 days before the Closing Date, whichever is earlier. If, due to factors beyond Seller's
control, the Commitment and Exception Documents are not delivered within the time required,
Buyer may terminate this contract and the earnest money will be refunded to Buyer.
C. SURVEY: The survey must be made by a registered professional land surveyor acceptable to
the Title Company and Buyer's lender(s). (Check one box only)
!&) ( 1) Within 1 O days after the effective date of this contract, Seller shall furnish to Buyer and
Title Company Seller's existing surve of the Property and a Residential Real Property
TAR 1607 Initialed for identification by Buyer t {,fr; __ and Seller . __ TREC NO. 9-12
Thfl l'ropeme5, J091 linMl111Y Dr E""1 Sic 210 DryAJl, TX 77A0l --Phone. 97 12U 70l6 f'"· 979 703 1980
Tmence Murphy Produced w.lh <ipFormO by z'pLogix 16070 RI teen M le Read. Fraser. Michigan 48026 www.zioLoajx ;om 400 Mantclnu ... A,,
DocuSign Envelope ID: 3448077D-161A-4CCD-AD2E-1E9A3EEED83B
DocuSlgn Envelo e ID: 683E819A-431F-47F9-A1F4-0BD7A6EF1404
Contract Concerning 400 Mgntclaj.r College Stj!tipn, 77840 Page 2 of a i 1-2-2015
(Address of Property)
Affidavit promulgated by the Texas Department of Insurance {T-47 Affidavit). If Seller fails
to furnish the existing survey or affidavit within the time prescribed, Buyer shall
obtain a new survey at Seller's expense no later than 3 days prior to Closing Date. If
the existing survey or affidavit is not acceptable to Title Company or Buyer's lender(s), Buyer
shall obtain a new survey at 0 Seller's !RI Buyer's expense no later than 3 days prior to Closing
Date. 0 {2) Within days after the effective date of this contract, Buyer shall obtain a new survey
at Buyer's expense. Buyer is deemed to receive the survey on the date of actual receipt or
the date specified in this paragraph, whichever is earlier. 0 (3) Within days after the effective date of this contract, Seller, at Seller's expense shall
furnish a new survey to Buyer.
D. OBJECTIONS: Buyer may object in writing to (I) defects, exceptions, or encumbrances to title:
disclosed on the survey other than items 6A(1) through (7) above; or disclosed in the
Commitment other than items 6A{1) through (8) above; (ii) any portion of the Property lying In
a special flood hazard area {Zone V or A) as shown on the current Federal Emergency
Management Agency map; or (iii) any exceptions which prohibit the following use or activity:
Single Family, Rentals .
Buyer must object the earlier of (i) the Closing Date or (ii) 5 days after Buyer receives the
Commitment, Exception Documents, and the suNey. Buyer's failure to object within the time
allowed will constitute a waiver of Buyer's right to object; except that the requirements in
Schedule C of the Commitment are not waived. Provided Seller is not obligated to incur any
expense, Seller shall cure the timely objections of Buyer or any third party lender within 15 days
after Seller receives the objections and the Closing Date will be extended as necessary. If
objections are not cured within such 15 day period, this contract will terminate and the earnest
money will be refunded to Buyer unless Buyer waives the objections.
E. TITLE NOTICES:
(1} ABSTRACT OR TITLE POLICY: Broker advises Buyer to have an abstract of title covering the
Property examined by an attorney of Buyer's selection, or Buyer should be furnished with or
obtain a Title Policy. If a Title Policy is furnished, the Commitment should be promptly
reviewed by an attorney of Buyer's choice due to the time limitations on Buyer's right to
object.
(2) MEMBERSHIP IN PROPERTY OWNERS ASSOCIATION(S): The Property 0 is [ID is not subject to
mandatory membership in a property owners association(s). If the Property Is subject to
mandatory membership in a property owners association(s), Seller notifies Buyer under
§5.012, Texas Property Code, that, as a purchaser of property in the residential community
identified in Paragraph 2 in which the Property is located, you are obligated to be a member
of the property owners association(s). Restrictive covenants governing the use and
occupancy of the Property and ail dedicatory instruments governing the establishment,
maintenance, and operation of this residential community have been or will be recorded in
the Real Property Records of the county in which the Property is located. Copies of the
restrictive covenants and dedicatory instruments may be obtained from the county clerk.
You are obligated to pay assessments to the property owners association(s). The
amount of the assessments is subject to change. Your failure to pa:£ the
assessments could result in enforcement of the association's lien on and the
foreclosure of the Property.
Section 207.003, Property Code, entitles an owner to receive copies of any document that
governs the establishment, maintenance, or operation of a subdivision, including, but not
limited to, restrictions, bylaws, rules and regulations, and a resale certificate from a property
owners' association. A resale certificate contains information including, but not limited to ,
statements specifying the amount and frequency of regular assessments and the style and
cause number of lawsuits to which the property owners' association is a party, other than
lawsuits relating to unpaid ad valorem taxes of an individual member of the association.
These documents must be made available to you by the property owners' association or the
association's agent on your request.
If Buyer is concerned about these matters, the TREC promulgated Addendum for
Property Subject to Mandatory Membership in a Property Owners Association
should be used.
(3) STATUTORY TAX DISTRICTS: If the Property is situated In a utility or other statutorily
created district providing water, sewer, drainage, or flood control facilities and services,
Chapter 49, Texas Water Code, requires Seiler to deliver and Buyer to sign the statutory
notice relating to the tax rate, bonded indebtedness, or standby fee of the district prior to
fi nal execution of this contract.
(4) TIDE WATERS: If the Property abuts the tidally influenced waters of the state, §33.135,
Texas Natural Resources Code, requires a notice regarding coastal area property to be
included in the contract. An addendum containing the notice promulgated by TREC or
required by the parties must be used.
(5) ANNEXATION: If the Property is located outside the limits of a municipality, Seller notifies
.__ ____ B~yer under §5.011, Texas Property .Qode, that the Property may now or later be included in
TAR 1607 Initialed for identification by Buyer ~ft; __ and Seller_ • TREC NO. 9-12
Produced with zlpFcrm® by zipLcgix 18070 Fifteen Mile Roaa;Ti'ilssr, Michigan 48026 w Nu.I 400 Montclair
DocuSlgn Envelope JD: 3448077D-161A-4CCD-AD2E-1 E9A3EEED83B
DocuSlgn Envelope ID: 663EB19A-431F-47F9-A1F4-0BD7A6EF1404
I Contract Concerning 400 !'.ontclair C:ollago station, 77840 Page 3 of B 11-2-2015 (Address of Property)
1 the extraterritorial jurisdiction of a municipality and may now or later be subject to
annexation by the municipality. Each municipality maintains a map that depicts its
boundaries and extraterritorial jurisdiction. To determine if the Property is located within a
municipality's extraterritorial jurisdiction or is likely to be located within a municipality's 1
extraterritorial jurisdiction, contact all municipalities located in the general proximity of the
Property for further information.
(6) PROPERTY LOCATED IN A CERTIFICATED SERVICE AREA OF A UTILITY SERVICE PROVIDER:
Notice required by §13.257, Water Code: The real property, described in Paragraph 2, that
you are about to purchase may be located in a certificated water or sewer service area,
which Is authorized by law to provide water or sewer service to the properties in the
certificated area. If your property is located in a certificated area there may be special costs
or charges that you will be required to pay before you can receive water or sewer service.
There may be a period required to construct lines or other facilities necessary to provide
water or sewer service to your property. You are advised to determine if the property is in a
certificated area and contact the utility service provider to determine the cost that you will be
required to pay and the period, if any, that is required to provide water or sewer service to
your property. The undersigned Buyer hereby acknowledges receipt of the foregoing notice
at or before the execution of a binding contract for the purchase of the real property
described in Paragraph 2 or at closing of purchase of the real property.
(7) PUBLIC IMPROVEMENT DISTRICTS: If the Property is In a public improvement district,
§5.014, Property Code, requires Seller to notify Buyer as follows: As a purchaser of th is
parcel of real property you are obligated to pay an assessment to a municipality or county for
an improvement project undertaken by a public improvement district under Chapter 372,
Local Government Code. The assessment may be due annually or in periodic installments.
More information concerning the amount of the assessment and the due dates of that
assessment may be obtained from the municipality or county levying the assessment. The
amount of the assessments is subject to change. Your failure to pay the assessments could
result in a lien on and the foreclosure at your property.
(8) TEXAS AGRICULTURAL DEVELOPMENT DISTRICT: The Property 0 is[&] is not located in a
Texas Agricultural Development District. For additional information, contact the Texas
Department of Agriculture.
(9) TRANSFER FEES: It the Property is subject to a private transfer fee obligation, §5.205,
Property Code requires Seller to notify Buyer as follows: The private transfer fee obligation
may be governed by Chapter 5, Subchapter G of the Texas Property Code.
(10) PROPANE GAS SYSTEM SERVICE AREA: If the Property is located in a propane gas system
service area owned by a distribution system retailer, Seller must give Buyer written notice as
required by §141.010, Texas Utilities Code. An addendum containing the notice approved by
TREC or required by the parties should be used.
(11 ) NOTICE OF WATER LEVEL FLUCTUATIONS: If the Property adjoins an impoundment of water,
including a reservoir or lake, constructed and maintained under Chapter 11, Water Code,
that has a storage capacity of at least 5,000 acre-feet at the impoundment's normal
operating level, Seller hereby notifies Buyer: ''The water level of the impoundment of water
adjoining the Property fluctuates for various reasons, including as a result of: ( 1) an entity
lawfully exercising its right to use the water stored in the impoundment; or (2) drought or
flood conditions."
7. PROPERTY CONDITION:
A. ACCESS, INSPECTIONS AND UTILITIES: Seller shall permit Buyer and Buyer's agents access to
the Property at reasonable times. Buyer may have the Property inspected by inspectors
selected by Buyer and licensed by TAEC or otherwise permitted by law to make inspections.
Seller at Seller's expense shall immediately cause existing utilities to be turned on and shall
keep the utilities on during the time this contract is In effect.
NOTICE: Buyer should determine the availability of utilities to the Property suitable to satisfy
Buyer's needs.
B. ACCEPTANCE OF PROPERTY CONDITION: "As Is" means the present condition of the Property
with any and all defects and without warranty except for the warranties of title and the
warranties in this contract. Buyer's agreement to accept the Property As Is under Paragraph
7B (1) or (2) does not preclude Buyer from inspecting the Property under Paragraph 7A, from
negotiating repairs or treatments in a subsequent amendment, or from terminating this
contract during the Option Period, if any.
{Check one box only) 00 (1) Buyer accepts the Property As Is. 0 (2) Buyer accepts the Property As Is provided Seller, at Seller's expense, shall complete the
following specific repairs and treatments:--------------------
1 (Do not insert general phrases, such as "subject to inspections" that do not identify specific
I repairs and treatments.)
Lr C. COMPLETION OF REPAIRS: Unless otherwise agreed in writing: (i) Seller shall complete all
agreed repairs and treatments prior to the Closing Date; and (ii) all required permits must be
obtained, and repairs and treatments rnl;!;>t be _ performed by persons who are licensed to
TAR 1607 Initialed for identification by Buyer f lF' __ and Seller ~ TREC NO. 9-12
Produced with z.lpForm® by ziplogix 18070 Fifteen Mlle Ro'a!r.!'rser, Michigan 48026 WY1111.ziplog1x,com · 400 Mcntcla"
DocuSign Envelope ID: 3448077D-161A-4CCD-AD2E-1E9A3EEED83B
DocuSign Envelo e ID: 663E819A-431F-47F9·A1F4-08D7A6EF1404
Contract Concerning ---~40,_,0~t=-!o=nt=c=l.ru==-r --_,...,.-_,..,=--=co=J.=10..,.ge~s t=a ... ti=o=n • ..___,_77...,.9=40.__ __ Page 4 of 8 11-2-2015 (Address of Property)
provide such repairs or treatments or, if no license is required by law, are commercially
engaged In the trade of providing such repairs or treatments. At Buyer's election, any
transferable warranties received by Seller with respect to the repairs and treatments will be
transferred to Buyer at Buyer's expense. If Seller fails to complete any agreed repairs and
treatments prior to the Closing Date, Buyer may exercise remedies under Paragraph i 5 or
extend the Closing Date up to 5 days, it necessary, for Seller to complete repairs and
treatments.
D. ENVIRONMENTAL MATTERS: Buyer is advised that the presence of wetlands, toxic substances,
including asbestos and wastes or other environmental hazards, or the presence of a threatened
or endangered species or its habitat may affect Buyer's intended use of the Property. If Buyer is
concerned about these matters, an addendum promulgated by TREC or required by the parties
should be used.
E. SELLER'S DISCLOSURES: Except as otherwise disclosed in this contract, Seller has no knowledge
of the following:
(i) any flooding of the Property which has had a material adverse effect on the use of the
Property;
(2} any pending or threatened litigation, condemnation, or special assessment affecting the
Property;
(3) any environmental hazards that materially and adversely affect the Property;
(4) any dumpsite, landfill, or underground tanks or containers now or previously located on the
Property;
{5) any wetlands, as defined by federal or state law or regulation, affecting the Property; or
(6) any threatened or endangered species or their habitat affecting the Property.
a. BROKERS' FEES: All obligations of the parties for payment of brokers' fees are contained in
separate written agreements.
9. CLOSING:
A. The closing of the sale will be on or before April 5 , 2016 , or within 7 days
after objections made under Paragraph 60 have been cured or waived, whichever date is later
(Closing Date). If either party fails to close the sale by the Closing Date, the non-defaulting
party may exercise the remedies contained In Paragraph 15.
B. At closing:
(1) Seller shall execute and deliver a general warranty deed conveying title to the Property to
Buyer and showing no additional exceptions to those permitted in Paragraph 6 and furnish
tax statements or certificates showing no delinquent taxes on the Property.
(2) Buyer shall pay the Sales Price in good funds acceptable to the escrow agent.
(3) Seller and Buyer shall execute and dellver any notices, statements, certificates, affidavits,
releases, loan documents and other documents reasonably required for the closing of the
sale and the issuance of the Title Polley.
(4) There will be no liens, assessments, or security interests against the Property which will not
be satisfied out of the sales proceeds unless securing the payment of any loans assumed by
Buyer and assumed loans will not be In default.
10. POSSESSION:
A. Buyer's Possession: Seller shall deliver to Buyer possession of the Property in its present or
required condition upon closing and funding.
B. Leases:
( 1) After the Effective Date, Seller may not execute any lease (Including but not limited to
mineral leases) or convey any interest in the Property without Buyer's written consent.
(2) If the Property is subject to any lease to which Seller is a party, Seller shall deliver to Buyer
copies of the lease(s} and any move-in condition form signed by the tenant within 7 days
after the Effective Date of the contract.
11. SPECIAL PROVISIONS: (l nsert only factual statements and business details applicable to the
sale. TREC rules prohibit license holders from adding factual statements or business details for
which a contract addendum or other form has been promulgated by TREC for mandatory use.)
-The contract to close is contingent on the replat being filed with
the county courthouse and approval of the 3 build-able separate lots.
12. SETTLEMENT ANO OTHER EXPENSES:
A. The following expenses must be paid at or prior to closing:
(1) ExJJenses payable by Seller (Seller's Expenses):
(a} Releases of existing liens, including prepayment penalties and recording fees; release of
Seller's loan liability; tax statements or certificates; preparation of deed; one-half of
escrow fee; and other expenses payable by Seller under this contract.
(b) Seller shall also pay an amount not to exceed$ N/A to be applied in the
following order: Buyer's Expenses which Buyer is prohibited from paying by FHA, VA,
Texas Veterans Land Board or other governmental loan programs, and then to other
Bu er's Ex enses as allowed b the lender.
TAR 1607 Initialed for identification by Buyer J:ff_ and Seller TREC NO. 9-12
Produced with zipForrr® by zipLogix 18070 Fifteen Mile ser, Michigan 48026 • 400 Montclair
•
DocuSign Envelope ID: 34480770-161A-4CCD-AD2E-1 E9A3EEED83B
DocuSign Envelope ID: 663EB19A-431F-47F9-A1F4-0807A6EF1404
Contract Concerning 400 Montclair College S~e;~on. 77940
(Address of Property) Page5of8 11·2-2015
(2) Expenses payable by Buyer (Buyer's Expenses): Appraisal fees; loan application fees;
origination charges; credit reports; preparation of loan documents; interest on the notes
from date of disbursement to one month prior to dates of first monthly payments;
recording fees; copies of easements and restrictions; loan title policy with endorsements
required by lender; loan-related inspection fees; photos; amortization schedules; one-half
of escrow fee; all prepaid items, including required premiums for flood and hazard
insurance, reserve deposits for insurance, ad valorem taxes and special governmental
assessments; final compliance inspection; courier fee; repair Inspection; underwriting fee;
wire transfer fee; expenses incident to any loan; Private Mortgage Insurance Premium
(PMI), VA Loan Funding Fee, or FHA Mortgage Insurance Premium (MIP) as required by the
lender; and other expenses payable by Buyer unaer this contract.
B. If any expense exceeds an amount expressly stated in this contract for such expense to be
paid by a party, that party may terminate this contract unless the other party agrees to pay
such excess. Buyer may not pay charges and fees expressly prohibited by FHA, VA, Texas
Veterans Land Board or other governmental loan program regulations.
13. PRORATION$ AND ROLLBACK TAXES:
A. PRORATIONS: Taxes for the current year, interest, maintenance fees, assessments, dues and
rents will be prorated through the Closing Date. The tax proration may be calculated taking
into consideration any change in exemptions that will affect the current year's taxes. If taxes
for the current year vary from the amount prorated at closing, the parties shall adjust the
prorations when tax statements for the current year are available. If taxes are not paid at or
prior to closing, Buyer shall pay taxes for the current year.
B. ROLLBACK TAXES: If this sale or Buyer's use of the Property after closing results in the
assessment of additional taxes, penalties or interest (Assessments) for periods prior to closing,
the Assessments will be the obligation of Buyer. If Assessments are imposed because of
Seller's use or change in use of the Property prior to closing, the Assessments will be the
obligation of Seller. Obligations imposed by this paragraph will survive closing.
14. CASUALTY LOSS: If any part of the Property is damaged or destroyed by fire or other casualty
after the effective date of this contract, Seller shall restore the Property to its previous condition
as soon as reasonably possible, but in any event by the Closing Date. ff Seller fails to do so due
to factors beyond Seller's control, Buyer may {a} terminate this contract and the earnest money
will be refunaed to Buyer {b) extend the time for performance up to 15 days and the Closing
Date will be extended as necessary or (c} accept the Property in its damaged condition with an
assignment of insurance proceeds, if permitted by Seller's Insurance carrier, and receive credit
from Seller at closing in the amount of the deductible under the Insurance policy. Seller's
obligations under this paragraph are independent of any other obligations of Seller under this
contract.
15. DEFAULT: If Buyer fails to comply with this contract, Buyer will be in default, and Seller may (a)
enforce specific performance, seeK such other rellef as may be provided by law, or both, or (b)
terminate this contract and receive the earnest money as liquidated damages, thereby releasing
both parties from this contract. If Seller fails to compl with this contract Seller will be in default
and Buyer may (a) enforce specifi c performance, . · · · ,. ·· et 1 4 iillitd . l, or (b) terminate this contract and receive the earnest money, thereby releasing
both parties from this contract.
16. MEDIATION: It is the policy of the State of Texas to encourage resolution of disputes through
alternative dispute resolution procedures such as mediation. Any dispute between Seller and
Buyer related to this contract which is not resolved through informal discussion will be submitted
to a mutually acceptable mediation service or provider. The part!es to the mediation shall bear
the mediation costs equally. This paragraph does not preclude a party from seeking equitable
relief from a court of competent jurisdiction.
17. ATTORNEY'S FEES: A Buyer, Seller, Listing Broker, Other Broker, or escrow agent who prevails
in any legal proceeding related to this contract is entitled to recover reasonabfe attorney's fees
and all costs of such proceeding.
18. ESCROW:
A. ESCROW: The escrow agent is not (i) a party to this contract and does not have liability for
the performance or nonperformance of any party to this contract, (ii) liable for interest on the
earnest money and (iii) liable tor the loss of any earnest money caused by the failure of any
financial institution in which the earnest money has been deposited unless the financial
institution is acting as escrow agent.
B. EXPENSES: At closing, the earnest money must be applied first to any cash down payment,
then to Buyer's Expenses and any excess refunded to Buyer. If no closing occurs, escrow
agent may: (i) require a written release of liability of the escrow agent from all parties, (ii)
require payment of unpaid expenses incurred on behalf of a party, and (ill) only deduct from
the earnest money the amount of unpaid expenses incurred on behalf of the party receiving
the earnest money.
C. DEMAND: Upon termination of this contract, either party or the escrow agent may send a
release of earnest money to each party and the parties shall execute counterparts of the
release and deliver same to the escrow agent. If either party fails to execute the release,
either party may make a written demand to the escrow agent for the earnest money. If only
one a makes written demand for the .. earnest mg~ .. escrow a ent shall orom ti rovide
TAR 1607 Initialed for identification by Buyer 1,Fi; and Seller TREC NO. 9-12
Produced with zlpForm® by ziplog!x 18070 Fifteen Miio Roiiil,Haser, Michigan 46026 WWN.id!!Log1 .. om 400 Montclair
DocuSign Envelope ID: 3448077D-161A-4CCD-AD2E-1E9A3EEED83B
DocuSlgn Envelope ID: 663E819A-431 F-47F9-A1 F4-0BD7A6EF1404
Contract Conc:ernlng ___ _....,40=0_,Mo=nt=c=la=i,._r -------""'co=ll="""9a=...=Sta=tj.=on=·--'-77"""e""40'----Page 6 ot B 11-2-2015 I (Address of Property)
a copy of the demand to the other party. If escrow agent does not receive written objection to
the demand from the other party within 15 days, escrow agent may disburse the earnest
money to the party making demand reduced by the amount of unpaid expenses incurred on
behalf of the party receiving the earnest money and escrow agent may pay the same to the
creditors. If escrow agent complies with the provisions of this paragraph, each party hereby
releases escrow agent from all adverse claims related to the disbursal of the earnest money.
D. DAMAGES: Any party who wrongfully fails or refuses to sign a release acceptable to the escrow
a9ent within 7 days of receipt of the request will be liable to the other party for (i) damages;
(ii) the earnest money; (iii) reasonable attorney's fees; and (iv) all costs of suit.
E. NOTICES: Escrow agent's notices will be effective when sent in compliance with Paragraph 21.
Notice of objection to the demand will be deemed effective upon receipt by escrow agent.
19. REPRESENTATIONS: All covenants, representations and warranties in this contract survive
closing. If any representation of Seller in this contract is untrue on the Closing Date, Seller will be
in default. Unless expressly prohibited by written agreement, Seller may continue to show the
Property and receive, negotiate and accept back up offers.
20. FEDERAL TAX REQUIREMENTS: If Seller is a "foreign person," as defined by applicable law, or if
Seller fails to deliver an affidavit to Buyer that Seller is not a "foreign person," then Buyer shall
withhold from the sales proceeds an amount sufficient to comply with applicable tax law and
deliver the same to the Internal Revenue Service together with appropriate tax forms. Internal
Revenue Service regulations require filing written reports if currency in excess of specified
amounts is received in the transaction.
21. NOTICES: All notices from one party to the other must be in writing and are effective when mailed
to, hand-delivered at, or transmitted by fax or electronic transmission as follows:
To Buyer at:
3809 Old colle§e
Bryan TX 77801
979-574-3040
Phone:~~~~~~~~~~--~~
E-mail: tguseman@gmai1. com
To Seller at:
386 l -rcl•v11-/( cA-"1ALtoAO
R6AUtMOiAJ1, -'{'{. {7( 12
Phone: l/-c:> 9 -7 62-'-19~ Z
Fax: ~-~--~-~-~~---~
E-mail: dtalbot83@gmail.com
22. AGREEMENT OF PARTIES: This contract contains the entire agreement of the parties and
cannot be changed except by their written agreement. Addenda which are a part of this contract
are (check all applicable boxes):
0 Third Party Financing Addendum
D
D
D
Seller Financing Addendum
Addendum for Property Subject to
Mandatory Membership in a Property
Owners Association
Buyer's Temporary Residential Lease
0 Seller's Temporary Residential Lease
D Addendum for Reservation of Oil, Gas
and Other Minerals
0 Addendum for "Back-Up" Contract
D Addendum for Coastal Area Property
D Environmental Assessment, Threatened or
Endangered Species and Wetlands
Addendum
0 Addendum for Property Located Seaward
of the Gulf lntracoastal Waterway
0 Addendum for Sale of Other Property by
Buyer
0 Addendum for Property in a Propane Gas
System Service Area
0 Other {list):-----------
TAR 1607 Initialed for identification by Buyer f If' G __ and Seller TREC NO. 9-12 ··--
Produced with zipForm® by ziplogix 18070 Fitteen Mlie Road, Fraser, Michigan 46026 >1iww.2lpbogix.corn 400 Montclair
DocuSign Envelope ID: 3448077D-161A-4CCD-AD2E-1 E9A3EEED83B
DocuSlgn Envelope ID: 663E819A-431F-47F9-A1F4-0BD7A6EF1404
Contract Concerning ___ __,,4-"'0D<-=Mo...,n_,,,tc,...l.,,.a;..,.r_--,,..,....,....,---.,-:;:---""co"'-cl~+2,.,,g""""'""'s'""ta...,U"'"c"'"n,.,___7.:....:7-"'84.,.o.__ __ Page 7 of a 11-2-2015 (Address of Property)
23. TERMINATION OPTION: For nominal consideration, the receipt of which Is hereby
acknowledged by Seller, and Buyer's agreement to pay Seller$ N/A (Option Fee)
within 3 days after the effective date of this contract, Seller wants Buyer the unrestricted right to
terminate this contract by giving notice of termination to Seller within N/A days after the
effective date of this contract (Option Period). Notices under this paragraph must be given by
5:00 p.m. (local time where the Property is located) by the date specified. It no dollar amount
is stated as the Option Fee or if Buyer fails to pay the Option Fee to Seller within the time
prescribed, this paragraph will not be a part of this contract and Buyer shall not have the
unrestricted right to terminate th is contract. If Buyer gives notice of termination within the time
prescribed, the Option Fee will not be refunded; however, any earnest money will be refunded to
Buyer. The Option Fee 0 will 0 will not be credited to the Sales Price at closing. Time Is of the
essence for this paragraph and strict compliance with the time tor performance is
required.
24. CONSULT AN ATIORNEY BEFORE SIGNING: TREC rules prohibit real estate license holders
from giving legal advice. READ THIS CONTRACT CAREFULLY.
Buyer's
Attorney is: ___ ~----------
Phone:~~-------~-~---
Fax: ~--------------~
E-mail : ---------------
Phone: Y "Y-8 J 'f-CJCJ6 7-
Fax: lf tJ 7 e> > f-t!J() fi '/:
E-mail: l-c. ~ @ C JZ'j/11 "Aw~ (o
EXECUTED the day of~..,..,,.....,-...,....,,.=~~~-
(BROKER: FILL IN THE DATE OF FINAL ACCEPTANCE.)
_____ (EFFECTIVE DATE).
Buyer , .. ,,.,,, ...... ,,.
Guseman Group LLC
Buyer Seller
and or assigns
The form of this contract has been approved by the Texas Real Estate Commission. TREC rorms are Intended
for use only by trained real estate license holders. No representation Is made as to the legal validity or
adequacy ct any provision in any specific transactions. It is not intended for complex transactions. Texas Real
Estate Commission, P.O. Box 12186, Austin, TX 78711-2188, (512) 936-3000 (http://www.trec.texas.gov)
TREC NO. 9-12. This lorm replaces TREC NO. 9-1 1.
TAR 1607 TREC NO. 9-12
Produced with zipFo~ by ziplogix 18070 Fifteen Mlle Road, Fraser, Mlclligan 48026 www.2lploglx.com 400 Montclair
DocuSlgn Envelope ID: 3448077D-161A-4CCD-AD2E-1E9A3EEED83B
DocuSlgn Envelope ID: 663ES19A-431F-47F9-A1F4-0807A6EF1404
400 Montclair
Contract Concerning ______ C=o-=1=l""'e'""q~e"-..,-'S=-t=a-=t~i'=o""'n'"', __ 7 ___ 7=8-=4-=0------Page 8 of 8 11 ·2·2015
{Address of Property)
Other Broker Firm
BROKER INFORMATION
(Print name(s) only. Do not sign)
TMS Properties
License No. Listing Broker Firm
9000459
License No.
represents 0 Buyer only as Buyer's agent
0 Selier as Listing Broker's subagenl
represents [!) Seller and Buyer as an intermediary
O Seller only as Seller's agent
Assoclate's Name
Licensed Supervisor of Associate
Other Broker's Address
City State
Assoclata's Email Address
Terrence Murphy
License No. Listing Associate's Name
License No. Licensed Supervisor cf Listing Associate
3091 University Dr. #230
Fax Listing Broker's Office Address
Bryan
Zip City
Terrence@TMSProparti
es.com
Phone listing Assoclate's Emal! Address
Selling Asscciate's Name
licensed Supervisor of Selling Associate
Selling Associale's Office Address
City
Selling ASsoc1ate's Email Address
601624
License No.
License No.
(9791703-196.Q.
Fax
TX 77802
State Zip
(979)703-9179
Pnona
license No.
License No.
Fax
State Zip
Phone
Listing Broker has agreed to pay Other Broker 4. OOO'l! of the total sales price when the Listing Broker's tee
is received. Escrow agent is authorized and directed to pay other Broker from Listing Broker's fee at closing.
OPTION FEE RECEIPT
Receipt of$ --------(Option Fee) in the form of---------is acknowledged.
Seller or Listing Broker Date
CONTRACT AND EARNEST MONEY RECEIPT
Receipt of 0 Contract and 0 $ ________ Earnest Money in the form of --------
is acknowledged.
Escrow Agent: -----------------Date: ____________ _
Emai! Address
Address
Fax:
City State Zip
TAR 1607 TREC NO. 9·12
Produced with zlpForm® by 2iplogix 18070 FHtaen Mile Road, Frasar, Michigan 48026 .,,...:..oo Montclair
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' DocuSign Envelope ID: 3448077D-161A-4CCD-AD2E-1E9A3EEED838 •
DocuSlgn Envelope ID: 663E819A-431F-47F9-A1F4-0BD7A6EF1404
TEXAS ASSOCIATION OF REALTORS®
INTERMEDIARY RELATIONSHIP NOTICE
USE OF 1WS FOAM av PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REAL TORS@ IS NOT AUTHORIZED.
@roxsa A1&oclatlan of REALTOR~, Inc:. 2004
To: ___________ .;::D=T=JT'-"'-"""M=O=N'-"C=LA=I=R"'-"I..L=c:;;.._ __________ {Seller or Landlord}
and _________ G=u=s~em=a=n"--G=r=o""--=u ... p~L~L=C~, _an~=d~o~r~a=s~s=i=· gn=~s _________ (Prospect)
From: TM5 Properties (Broker's Firm}
400 Montclair
Re: College Station, 77840 (Property)
Date: February 2, 2016
A. Under this notice, "owner" means the seller or landlord of the Property and "prospect" means the above-named
prospective buyer or tenant for the Property.
B. Broker's firm represents the owner under a listing agreement and also represents the prospect under a buyer/tenant
representation agreement.
C. In the written listing agreement and the written buyer/tenant representation agreement, both the owner and the
prospect previously authorized Broker to act as an intermediary if a prospect who Broker represents desires to buy or
lease a property that is l!sted by the Broker. When the prospect makes an offer to purchase or lease the Property,
Broker will act In accordance with the authorizations granted in the listing agreement and in the buyer/tenant
representation agreement.
D. Broker 0 will [Ki will not appoint licensed associates to communicate with, carry out instructions of, and provide
opinions and advice during negotiations to each party. ff Broker makes such appointments, Broker appoints:
-~----~-------~-----------~to the owner; and
---------------------------to the prospect.
E. By acknowledging receipt of this notice, the undersigned parties reaffirm their consent for broker to act as an
intermediary.
F. Additional information: (Disclose material information related to Broker's relationship to the parties, such as personal
relationships or prior or contemplated business relationships.)
i.-J-1,
Date Prospect ;;::,,.,,,......... Date
Guseman Group LLC
Seller or Landlord Date Prospect Date
and or as.signs
(TAR-1409) 1-7-04 Page 1 ot 1
TM5 Properties, 3091 University Dr. Er.st Ste. 230 Brynn, TX 77802
Phone: 979 820.7036 fa~: 979 703 1980 Terrence Murphy 400 Mon!clair
Produced with ZipForrn® by zlploglx 18070 Fifteen Miie Road, Fraser, Mich;gan 48026 www ;i.l;,i~
<#
P ~ DocuSign Envelope JD: 3448077D-161A-4CCD-AD2E-1 E9A3EEED838
DocuSJgn Envelope ID: 663E819A-431F-47F9·A1F4-0BD7A6EF1404
Gl uaw""""' Ul'l'QRJUH T'f
Information About Brokerage Services
Texas law requires all real estate license holders to give the following information about
brokerage services to prospective buyers, tenants, sellers and landlords.
TYPES OF REAL ESTATE LICENSE HOLDERS:
11-2-2015
• A BROKER Is responsible for all brokerage activities, including acts performed by sales agents sponsored by the broker.
• A SALES AGENT must be sponsored by a broker and works with clients on behalf of the broker.
A BROKER'S MINIMUM DUTIES REQUIRED BY LAW (A client Is the person or party that the broker represents):
Put the interests of the client above all others, including the broker's own interests;
Inform the client of any material information about the property or transaction received by the broker;
• Answer the client's questions and present any offer to or counter-offer'from the client; and
• Treat all parties to a real estate transaction honestly and fairly.
A LICENSE HOLDER CAN REPRESENT A PARTY IN A REAL ESTATE TRANSACTION:
AS AGENT FOR OWNER (SELLER/LANDLORD): The broker becomes the property owner's agent through an agreement with the owner,
usually in a written listing to sell or property management agreement. An owner's agent must perform the broker's minimum duties
above and must inform the owner of any material information about the property or transaction known by the agent, including
information disclosed to the agent or subagent by the buyer or buyer's agent.
AS AGENT FOR BUYER/TENANT: The broker becomes the buyer/tenant's agent by agreeing to represent the buyer, usually through a
written representation agreement. A buyer's agent must perform the broker's minimum duties above and must Inform the buyer of any
material information about the property or transaction known by the agent, Including information disclosed to the agent by the seller or
seller's agent.
AS AGENT FOR BOTH • INTERMEDIARY: To act as an Intermediary between the parties the broker must first obtain the written
agreement of each party to the transaction. The written agreement must state who will pay the broker and, in conspicuous bold or
underlined print, set forth the broker's obligations as an intermediary. A broker who acts as an intermediary:
Must treat all parties to the transaction impartially and fairly;
May, with the parties' written consent, appoint a different llcense holder associated with the broker to each party (owner and
buyer) to communicate with, provide opinions and advice to, and carry out the Instructions of each party to the transaction.
Must not, unless specifically authorized in writing to do so by the party, disclose:
o that the owner will accept a price less than the written asking price;
o that the buyer/tenant will pay a price greater than the price submitted In a written otter; and
0 any confidential information or any other information that a party specifically instructs the broker in writing not to
disclose, unless required to do so by law.
AS SUBAGENT: A license holder acts as a subagent when aiding a buyer in a transaction without an agreement to represent the
buyer. A subagent can assist the buyer but does not represent the buyer and must place the interests of the owner first.
TO AVOID DISPUTES, ALL AGREEMENTS BETWEEN YOU ANO A BROKER SHOULD BE IN WRITING AND CLEARLY ESTABLISH:
• The broker's duties and responsibilities to you, and your obligations under the representation agreement.
• Who will pay the broker for services provided to you, when payment will be made and how !he payment will be calculated.
LICENSE HOLDER CONTACT INFORMATION: This notice is being provided for information purposes. It does not create an obligation for
you to use the broker's services. Please acknowledge receipt of this notice below and retain a copy for your records.
™S Properties
Licensed Broker/Broker Firm Name or
Primary Assumed Business Name
Terrence Murphy
Designated Broker of Firm
Licensed Supervisor of Saies Agent!
Associate
9000459
License No.
601624
License No.
License No.
info@tmSproperties.com
Email
Terrence@TM5Properties.com
Email
Email
Terrence Murphy 601624 Terrence@™SProperties.com
Sales AgentJAssociate's Name _··-zf ~ 2L,_s_e_N_o.,,..--..,-..,.....,.,..-,--2~~;~016
·aoyerrrenant/Sel!ertLandlord lnltla!s Dale
(979)703-1979
Phone
(979)820-7036
Phone
Phone
(979)820-7036
Phone
Regulated by the Texas Real Estate Commission Information available at www.trec.texas.gov
TAR 2501 IABS 1-0
TM5 Propenics, lG91 Ur.;vemr; Dt ~"'' Sle lJO BrylU!, TX Tll\O? Phone: 97~ 510 7036 ('•d71170J i 98n
Tcm:r.ce M1Jrphy Produced w!lh zip Fen~ by 11p_cg:x 18070 F-floan Mile Road, Fraser1 Mlc."Jigan 45026 www·.zlot.oo;x,eom
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UNANIMOUS WRITTEN CONSENT IN LIEU OF SPECIAL MEETING OF
MANAGERS OF DTJT MONTCLAIR LLC
The undersigned, being all of the Mangers of DTJT MONTCLAIR LLC, a Texas limited
liability company, do hereby adopt the following resolutions by written consent in lieu of a special
meeting of the Managers pursuant to Texas law, such action to have the same effect as if taken at a
duly constituted meeting of the Managers held on March 3, 2016.
RESOLVED that the Company is authorized to sell the land and property located at 400
Montclair A venue, College Station, Texas (the "Property''), to Guseman Group LLC or its assignee, for
the cash sum of $765,000.00, pursuant to the terms of that certain written Unimproved Property
Contract between the Company, as seller, and Guseman Group LLC, as buyer, a copy of which is
attached hereto as Exhibit "A" (the "Contract"), the execution and terms of which Contract are hereby
approved and ratified, and the Company is authorized to perform its obligations as seller under Contract
and to take all action necessary to complete and close the sale of such Property; and RESOLVED
FURTHER that Dean Talbot, as Manager, and Lance Fox, as an Authorized Representative, agent and
attorney for the Company, are each authorized to sign such deeds, closing statements and other closing
documents necessary to complete such transaction, on such terms as either of them determine to be in
the best interest of the Company.
RESOLVED FURTHER that the Company is authorized to replat the Property by filing a new
or amended plat or replat of the Property with the City of College Station, Texas and with the County
Clerk of Brazos County, Texas, pursuant to which the Property is subdivided into three or more lots,
which platting or replatting may be done prior to the closing of the sale of the Property to Buyer, and
may be done whether the Buyer completes the purchase of the Property or not, and Dean Talbot, as
Manager, and Lance Fox, as an Authorized Representative agent and attorney for the Company, are
each authorized to sign such plats, affidavits, applications and all other necessary documents and
instruments necessary to complete such replatting and subdividing of the Property, on such terms as
either of them determine to be in the best interest of the Company.
[Signature page follows this page.]
•
Executed by the undersigned Managers as on this 3rd day of March, 2016.
Dean Talbot
-2-
• DocuSign Envelope ID: 3448077D-161A-4CCD-AD2E-1E9A3EEED83B
DocuSign Envelope ID 663E819A-431F-47F9·A1F4-0BD7A6EF1404
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PROMULGATED BY THE TEXAS REAL ESTATE COMMISS ION (TREC)
UNIMPROVED PROPERTY CONTRACT
NOTICE: Not For Use For Condominium Transactions
11·2·2015
1. PARTIES: The parties to this contract are DTJT MONCLAIR LLC (Seller)
and Gusaman Group LLC, and or assians (Buyer). Seller agrees
to sell and convey to Buyer and Buyer agrees to buy from Seller the Property defined below.
2. PROPERTY: Lot 9-10&25' 11 , Block 5 ,
..,..,--.,.-------------WE=S~T~P""ARK=="'""=''"'c=s ..... >~.,..------------Addition, City of Collaqe Station , County of Brazos
Texas, known as 400 Montclair 77840
(address/zip code), or as described on attached exhibit together with all rights, privileges and
appurtenances pertaining thereto, including but not limited to: water rights, claims, permits, strips
and gores, easements, and cooperative or association memberships (the Property).
3. SALES PRICE:
A. Cash portion of Sales Price payable by Buyer at closing ................. $ ___ ..;..7=65=---, =o=o..-o""". -=-o=o
B. Sum of all financing described in the attached: O Third Party Financing Addendum, D Loan Assumption Addendum, 0 Seller Financing Addendum ......... $ _______ _
c. "Sales Price (Sum of A and B} ..................................... $ __ __.7 .... 60.-5.....,,"""o"""o ...... o~. ___ o __ o
4. LICENSE HOLDER DISCLOSURE: Texas law requires a real estate license holder who is a party
to a transaction or acting on behalf of a spouse, parent, chlld, business entity in which the license
holder owns more than 10%, or a trust for which the license holder acts as trustee or of which the
license holder or the license holder's spouse, parent or child is a beneficiary, to notify the other
party in writing before entering into a contract of sale. Disclose if applicable: ----------
5. EARNEST MONEY: Upon execution of contract by alf parties, Buyer shall deposit$ 10, ooo. 00
as earnest money with University Title Comeany
asescrowagent,at 1021 University Dr. East College Station.TX 77840
(address). Buyer shall deposit additional earnest money of$ with escrow agent
within JliA_ days after the effective date of this contract. If Buyer fails to deposit the earnest
money as required by this contract, Buyer will be in default.
6. TITLE POLICY AND SURVEY:
A. TITLE POLICY: Seller shall furnish to Buyer at !Kl Seller's 0 Buyer's expense an owner's policy of
title insurance (Title Policy) issued by University Title Company
(Title Company) in the amount of the Sales Price, dated at or after closing, insuring Buyer
against loss under the provisions of the Title Policy, subject to the promulgated exclusions
(including existing building and zoning ordinances} and the following exceptions:
(1) Restrictive covenants common to the platted subdivision in which the Property is located.
(2} The standard printed exception for standby fees, taxes and assessments.
(3} Uens created as part of the financing described in Paragraph 3.
{4) Utility easements created by the dedication deed or plat of the subdivision In which the
Property Is located.
(5) Reservations or exceptions otherwise permitted by this contract or as may be approved by
Buyer In writing.
(6} The standard printed exception as to marital rights.
(7) The standard printed exception as to waters, tidelands, beaches, streams, and related
matters.
(8) The standard printed exception as to discrepancies, conflicts, shortages in area or boundary
lines, encroachments or protrusions, or overlapping improvements: 0 (i) will not be
amended or deleted from the titl!LJlolicy; o. r !Kl (ii) will be amended to read, "shortages in
area" at the expense of l!Pf3uyer l!FSZllA
B. COMMITMENT: Within 20 days after the Title Company receives a copy of this contract, Seller
shall furnish to Buyer a commitment for tltle insurance (Commitment) and, at Buyer's expense,
legible copies of restrictive covenants and documents evidencing exceptions in the Commitment
(Exception Documents) other than the standard printed exceptions. Seller authorizes the Title
Company to deliver the Commitment and Exception Documents to Buyer at Buyer's address
shown in Paragraph 21 . If the Commitment and Exce~tion Documents are not delivered to
Buyer within the specified time, the time for delivery will be automatically extended up to 15
days or 3 days before the Closing Date, whichever is earlier. If, due to factors beyond Seller's
control, the Commitment and Exception Documents are not delivered within the time required,
Buyer may terminate this contract and the earnest money will be refunded to Buyer.
C. SURVEY: The survey must be made by a registered professional land surveyor acceptable to
the Title Company and Buyer's lender(s). (Check one box only) 00 ( 1) Within 1 o days after the effective date of this contract, Seller shall furnish to Buyer and
.__ Title Company Seller's existing survei of the Property and a Residential Real Property
TAR 1607 Initialed for identification by Buyer~ __ and Seller TREC NO. 9-12
Thll f'ropem ... JO~I Un1ms11y Or EL'll Sic 2JG Biy""· TX 77102 ~-· Phone: 97 820 7016 ~~,· 979 701 1910 ,_ .... , ·~~t~'jf~-g,;;·"~,~~-;·· ~00 Mono:ll!lr
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DocuSign Envelope ID: 3448077D-161A-4CCD-AD2E-1 E9A3EEED83B
DocuSlgn Envelo e ID: 663E819A-431F-47F9·A1 F4-0BD7A6EF1404
Contract Concerning 400 Montgl.ai" Col.l!!a!I Station, 77840 Page 2 of B 11-2-2015 {Address of Property)
Affidavit promulgated by the Texas Department of Insurance (T-47 Affidavit). If Seller fails
to furnish the existing survey or affidavit within the time prescribed, Buyer shall
obtain a new survey at Seller's expense no later than 3 days prior to Closing Date. If
the existing survey or affidavit is not acceptable to Title Company or Buyer's lender(s), Buyer
shall obtain a new survey at 0 Seller's !Rl Buyer's expense no later than 3 days prior to Closing
Date. 0 (2) Within days after the effective date of this contract, Buyer shall obtain a new survey
at Buyer's expense. Buyer is deemed to receive the survey on the date of actual receipt or
the date specified in this paragraph, whichever is earlier. 0 (3) Within days after the effective date of this contract, Seller, at Seller's expense shall
furnish a new survey to Buyer.
0. OBJECTIONS: Buyer may object in writing to (i) defects, exceptions, or encumbrances to title:
disclosed on the survey other than items 6A(1) through (7) above; or disclosed in the
Commitment other than items 6A(1) through (8) above ; (ii) any portion of the Property lying in
a special flood hazard area {Zone V or A) as shown on the current Federal Emergency
Management Agency map; or (Iii) any exceptions which prohibit the following use or activity:
Single Family, Rentals .
Buyer must object the earlier of (i) the Closing Date or (ii) 5 days after Buyer receives the
Commitment, Exception Documents, and the survey. Buyer's failure to object within the time
allowed will constitute a waiver of Buyer's right to object; except that the requirements in
Schedule C of the Commitment are not waived. Provided Seller is not obligated to incur any
expense, Seller shall cure the timely objections of Buyer or any third party lender within 15 days
after Seller receives the objections and the Closing Date will be extended as necessary. If
objections are not cured within such 15 day period, this contract will terminate and the earnest
money will be refunded to Buyer unless Buyer waives the objections.
E. TITLE NOTICES:
(1) ABSTRACT OR TITLE POLICY: Broker advises Buyer to have an abstract of title covering the
Property examined by an attorney of Buyer's selection, or Buyer should be furnished with or
obtain a Title Policy. If a Title Policy Is furnished, the Commitment should be promptly
reviewed by an attorney of Buyer's choice due to the time limitations on Buyer's right to
object.
(2) MEMBERSHIP IN PROPERTY OWNERS ASSOCIATION(S): The Property 0 is~ Is not subject to
mandatory membership in a property owners association{s). If the Property is subject to
mandatory membership in a property owners association(s), Seller notifies Buyer under
§5.012, Texas Property Code, that, as a purchaser of property in the residential community
identified in Paragraph 2 in which the Property is located, you are obligated to be a member
of the property owners association(s). Restrictive covenants governing the use and
occupancy of the Property and all dedicatory instruments governing the establishment,
maintenance, and operation of this residential community have been or will be recorded in
the Real Property Records of the county in which the Property is located. Copies of the
restrictive covenants and dedicatory instruments may be obtained from the county clerk.
You are obligated to pay assessments to the property owners association(s}. The
amount of the assessments is subject to change. Your failure to pay the
assessments could result in enforcement of the association's lien on and the
foreclosure of the Property.
Section 207.003, Property Code, entitles an owner to receive copies of any document that
governs the establishment, maintenance, or operation of a subdivision, including, but not
limited to, restrictions, bylaws, rules and regulations, and a resale certificate from a property owners' association. A resale certificate contains information including, but not limited to1 statements specifying the amount and frequency of regular assessments and the style ano
cause number of lawsuits to which the property owners' association is a party, other than
lawsuits relating to unpaid ad valorem taxes of an individual member of the association.
These documents must be made available to you by the property owners' association or the
association's agent on your request.
If Buyer is concerned about these matters, the TREC promulgated Addendum for
Property Subject to Mandatory Membership In a Property Owners Association
should be used.
{3} STATUTORY TAX DISTRICTS: If the Property is situated in a utility or other statutorily
created district providing water, sewer, drainage, or flood control facilities and services,
Chapter 49, Texas Water Code, requires Seller to deliver and Buyer to sign the statutory
notice relating to the tax rate, bonded indebtedness, or standby fee of the district prior to
final execution of this contract.
(4) TIDE WATERS: If the Property abuts the tidally influenced waters of the state, §33.135,
Texas Natural Resources Code, requires a notice regarding coastal area property to be
included in the contract. An addendum containing the notice promulgated by TREC or
required by the parties must be used.
(5) ANNEXATION: If the Property is located outside the limits of a municipality, Seller notifies
Buyer under §5.011, Texas Property C9de, that the Property may now or later be included in
TAR 1607 Initialed for identification by Buyer l,F t; __ and Seller • TREC NO. 9-12
Produced with zlpForm® by zipLogix 18070 Fifteen Mlle Roa , raser, Michigan 48026 www 400 Montclair
Do'CuSign Envelope ID: 3448077D-161A-4CCD-AD2E-1 E9A3EEED838
OocuSlgn Envelope ID: 663E819A-431F-47F9-A1 F4-0807ABEF1404
Contract Concerning 400 l'.ontclair Ccllgga Staeion, 77840
(Address of Property) Page 3 of 8 11·2·2015
the extraterritorial jurisdiction of a municipality and may now or later be subject to
annexation by the municipality. Each municipality maintains a map that depicts its
boundaries and extraterritorial jurisdiction. To determine if the Property is located within a
municipality's extraterritorial jurisdiction or is likely to be located within a municipality's
extraterritorial jurisdiction, contact all municipalities located in the general proximity of the
Property for further information.
(6) PROPERTY LOCATED IN A CERTIFICATED SERVICE AREA OF A UTILITY SERVICE PROVIDER:
Notice required by §13.257, Water Code: The real property, described in Paragraph 2, that
you are about to purchase may be located in a certificated water or sewer service area,
which is authorized by law to provide water or sewer service to the properties in the
certificated area. If your property 1s located in a certificated area there may be special costs
or charges that you will be required to pay before you can receive water or sewer service.
There may be a period required to construct lines or other facilities necessary to provide
water or sewer service to your property. You are advised to determine if the property is in a
certificated area and contact the utility service provider to determine the cost that you will be
required to pay and the period, if any, that is required to provide water or sewer service to '
your property. The undersigned Buyer hereby acknowledges receipt of the foregoing notice
at or before the execution of a binding contract for the purchase of the real property
described in Paragraph 2 or at closing of purchase of the real property.
(7) PUBLIC IMPROVEMENT DISTRICTS: If the Property is in a public improvement district,
§5.014, Property Code, requires Seller to notify Buyer as follows: As a purchaser of this
parcel of real property you are obligated to pay an assessment to a municipality or county for
an improvement project undertaken by a public improvement district under Chapter 372,
Local Government Code. The assessment may be due annually or in periodic installments.
More information concerning the amount of the assessment and the due dates of that
assessment may be obtained from the municipality or county levying the assessment. The
amount of the assessments is subject to change. Your failure to pay the assessments could
result in a lien on and the foreclosure of your property.
(8) TEXAS AGRICULTURAL DEVELOPMENT DISTRICT: The Property 0 is [R) is not located in a
Texas Agricultural Development District. For additional information, contact the Texas
Department of Agriculture.
(9) TRANSFER FEES: If the Property is subject to a private transfer fee obligation, §5.205,
Property Code requires Seller to notify Buyer as follows: The private transfer fee obligation
may be governed by Chapter 5, Subchapter G of the Texas Property Code.
(10) PROPANE GAS SYSTEM SERVICE AREA: If the Property is located in a propane gas system
service area owned by a distribution system retailer, Seller must give Buyer written notice as
required by §141.010, Texas Utilities Code. An addendum containing the notice approved by
TREC or required by the parties should be used.
(11) NOTICE OF WATER LEVEL FLUCTUATIONS: If the Property adjoins an impoundment of water,
including a reservoir or lake, constructed and maintained under Chapter 11, Water Code,
that has a storage capacity of at least 5,000 acre-feet at the lmpoundment's normal
operating level, Seller hereby notifies Buyer: ''The water level of the impoundment of water
adjoining the Property fluctuates for various reasons, including as a result of: (1) an entity
lawfully exercising its right to use the water stored in the irnpoundment; or (2) drought or
flood conditions."
7. PROPERTY CONDITION:
A. ACCESS, INSPECTIONS AND UTILITIES: Seller shall permit Buyer and Buyer's agents access to
the Property at reasonable times. Buyer may have the Property inspected by Inspectors
selected by Buyer and licensed by TREC or otherwise permitted by law to make inspections.
Seller at Seller's expense shall immediately cause existing utilities to be turned on and shall
keep the utilities on during the time this contract is in effect.
NOTICE: Buyer should determine the availability of utilities to the Property suitable to satisfy
Buyer's needs.
B. ACCEPTANCE OF PROPERTY CONDITION: ~As Is" means the present condition of the Property
with any and all defects and without warranty except for the warranties of title and the
warranties in this contract. Buyer's agreement to accept the Propeny As Is under Paragraph
78 (1) or (2) does not preclude Buyer from inspecting the Property under Paragraph 7A, from
negotiating repairs or treatments in a subsequent amendment, or from terminating this
contract during the Option Period, if any.
(Check one box only) 00 (1) Buyer accepts the Property As Is. D (2) Buyer accepts the Property As Is provided Seller, at Seller's expense, shall complete the
following specific repairs and treatments:--------------------
(Do not insert general phrases, such as "subject to inspections" that do not identify specifi~
repairs and treatments.)
C. COMPLETION OF REPAIRS: Unless otherwise agreed in writing: \il Seller shall complete all
agreed repairs and treatments prior to the Closing Date; and (ii) a I required permits must be
obtained, and repairs and treatments r:r:!.ust be perfo11T1ed by persons who are licensed to
TAR 1607 Initialed for identification by Buyer i iF;; __ and Seller ·~ TREC NO. 9-12
Produced with zipForm® by zipLogix 18070 Fifteen Mile Ro~or, Michigan 48026 www.2iplog1x,com 400 Montcla:r
•
D0cuSlgn Envelope ID: 34480770-161A-4CCD-AD2E-1E9A3EEED838
OocuS!gn Envelo e ID: 663E819A-431F-47F9·A1F4·0807A6EF1404
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provide such repairs or treatments or, if no license is required by law, are commercially
engaged In the trade of providing such repairs or treatments. At Buyer's election, any
transferable warranties received by Seller with respect to the repairs and treatments will be
transferred to Buyer at Buyer's expense. If Seller fails to complete any agreed repairs and
treatments prior to the Closing Date, Buyer may exercise remedies under Paragraph 15 or
extend the Closing Date up to 5 days, If necessary, for Seller to complete repairs and
treatments.
D. ENVIRONMENT AL MA TIERS: Buyer is advised that the presence of wetlands, toxic substances,
including asbestos and wastes or other environmental hazards, or the presence of a threatened
or endangered species or its habitat may affect Buyer's intended use of the Property. If Buyer is
concerned about these matters, an addendum promulgated by TREC or required by the parties
should be used.
E. SELLER'S DISCLOSURES: Except as otherwise disclosed in this contract, Seller has no knowledge
of the following:
(1) any flooding of the Property which has had a material adverse effect on the use of the
Property;
(2} any pending or threatened litigation, condemnation, or special assessment affecting the
Property;
(3) any environmental hazards that materially and adversely affect the Property;
(4) any dumpsite, landfill, or underground tanks or containers now or previously located on the
Property; .
(5) any wetlands, as defined by federal or state law or regulation, affecting the Property; or
(6) any threatened or endangered species or their habitat affecting the Property.
8. BROKERS' FEES: All obligations of the parties for payment of brokers' fees are contained in
separate written agreements.
9. CLOSING:
A. The closing of the sale will be on or before Apri1 5 , 2016 , or within 7 days
after objections made under Paragraph 60 have been cured or waived, whichever date is later
(Closing Date). If either party fails to close the sale by the Closing Date, the non-defaulting
party may exercise the remedies contained in Paragraph 15.
B. At closing:
{1) Seller shall execute and deliver a general warranty deed conveying title to the Property to
Buyer and showing no additional exceptions to !hose permitted in Paragraph 6 and furnish
tax statements or certificates showing no delinquent taxes on the Property.
(2) Buyer shall pay the Sales Price In good funds acceptable to the escrow agent.
(3) Seller and Buyer shall execute and deliver any notices, statements, certificates, affidavits,
releases, loan documents and other documents reasonably required for the closing of the
sale and the issuance of the Title Policy.
(4) There will be no liens, assessments, or security interests against the Property which will not
be satisfied out of the sales proceeds unless securing the payment of any loans assumed by
Buyer and assumed loans will not be in default.
1 o. POSSESSION:
A. Buyer's Possession: Seller shall deliver to Buyer possession of the Property in its present or
required condition upon closing and funding.
8. Leases:
(1) After the Effective Date, Seller may not execute any lease {Including but not limited to
mineral leases) or convey any interest in the Property without Buyer's written consent.
(2) If the Property is subject to any lease to which Seller is a party, Seller shall deliver to Buyer
copies of the lease(s) and any move-in condition form signed by the tenant within 7 days
after the Effective Date of the contract.
11. SPECIAL PROVISIONS: (Insert only factual statements and business details applicable to the
sale. TREC rules prohibit license holders from adding tactual statements or business details for
wh ich a contract addendum or other form has been promulgated by TREC for mandatory use.)
-The contract to close is contingent on the replat being filed with
the county courthouse and approval of the 3 build-able separate lots.
12. SETTLEMENT AND OTHER EXPENSES:
A. The tallowing expenses must be paid at or prior to closing:
(1) Expenses payable by Seller (Seller's Expenses):
(a) Releases of existing liens, including prepayment penalties and recording fees; release of
Seller's loan liability; tax statements or certificates; preparation of deed; one-half of
escrow fee; and other expenses payable by Seller under this contract.
(b) Seller shall also pay an amount not to exceed$ N/A to be applied in the
following order: Buyer's Expenses which Buyer is prohibited from paying by FHA, VA ,
Texas Veterans Land Board or other governmental loan programs, and then to other
Bu er's Ex enses as allowed b the lender.
TAR 1607 Initialed for identification by Buyer /,f'~ and Seller TREC NO. 9-12
Produced with zlpFormll\ by zipLogix 18070 Fifteen Mile ~+.-aser, Michigan 48026 v,wa zipt 400 Montclair
DocuSign Envelope ID: 3448077D-161A-4CCD-AD2E-1 E9A3EEED83B
DocuSign Envelope ID: 663EB 19A-431F-47F9-A 1 F4-DBD7A6EF1404
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Contract Concerning 400 Montclair College Sta~on. 77840
(Address of Property) Page 5 of a 11-2-2015
(2) Expenses payable by Buyer (Buyer's Expenses}; Appraisal fees; loan application fees;
origination charges; credit reports; preparation of loan documents; interest on the notes
from date of disbursement to one month prior to dates of first monthly payments;
recording fees; copies of easements and restrictions; loan title policy with endorsements required by lender; loan-related inspection fees; photos; amortization schedules; one-half
of escrow fee; all prepaid items, including required premiums for flood and hazard
insurance, reserve deposits for insurance, ad valorem taxes and special governmental
assessments; final compliance inspection; courier fee; repair inspection; underwriting fee;
wire transfer fee; expenses incident to any loan; Private Mortgage Insurance Premium
(PMI), VA Loan Funding Fee, or FHA Mortgage Insurance Premium {MIP) as required by the lender; and other expenses payable by Buyer unaer this contract.
B. If any expense exceeds an amount expressly stated in this contract for such expense to be
paid by a party, that party may terminate this contract unless the other party agrees to pay
such excess. Buyer may not pay charges and fees expressly prohibited by FHA, VA, Texas
Veterans Land Board or other governmental loan program regulations.
13. PRORATIONS AND ROLLBACK TAXES:
A. PRORATIONS: Taxes for the current year, interest, maintenance fees, assessments, dues and
rents will be prorated through the Closing Date. The tax proration may be calculated taking
into consideration any change in exemptions that will affect the current year's taxes. If taxes
for the current year vary from the amount prorated at closing, the parties shall adjust the
proratlons when tax statements for the current year are available. If taxes are not paid at or
prior to closing, Buyer shall pay taxes for the current year.
B. ROLLBACK TAXES: If this sale or Buyer's use of the Property after closing results In the
assessment of additional taxes, penalties or interest (Assessments) for periods prior to closing,
the Assessments will be the obligation of Buyer. If Assessments are imposed because of Seller's use or change in use of the Property prior to closing, the Assessments will be the
obligation of Seller. Obligations imposed by this paragraph will survive closing.
14. CASUAL TY LOSS: If any part of the Property is damaged or destroyed by fire or other casualty
after the effective date of this contract, Seller shall restore the Property to its previous condition as soon as reasonably possible, but in any event by the Closing Date. ff Seller fails to do so due
to factors beyond Seller's control, Buyer may (a) terminate this contract and the earnest money
will be refunded to Buyer (b) extend the time for performance up to 15 days and the Closing
Date will be extended as necessary or (c) accept the Property in its damaged condition with an
assignment of insurance proceeds, if permitted by Seller's Insurance carrier, and receive credit
from Seller at closing in the amount of the deductible under the Insurance policy. Seller's
obligations under this paragraph are independent of any other obligations of Seller under this
contract.
15. DEFAULT: If Buyer fails to comply with this contract, Buyer will be in default, and Seller may {a)
enforce specific performance, seeK such other relief as may be provided by law, or both, or (b)
terminate this contract and receive the earnest money as llquidated damages, thereby releasing
both parties from this contract. If Seller fails to comp! with this contract Seller will be in defauft
and Buyer may (a) enforce specific performance, · ·
Q't 'Ill ·· . * 1:, or (b) terminate this contract and receive the earnest money, thereby releasing
both parties from this contract.
16. MEDIATION: It is the policy of the State of Texas to encourage resolution of disputes through
alternative dispute resolution procedures such as mediation. Any dispute between Seller and
Buyer related to this contract which is not resolved through informal discussion will be submitted
to a mutually acceptable mediation service or provider. The parties to the mediation shall bear
the mediation costs equally. This paragraph does not preclude a party from seeking equitable
relief from a court of competentjurisdlction.
17. ATTORNEY'S FEES: A Buyer, Seller, Listing Broker, Other Broker, or escrow agent who prevails
in any legal proceeding related to this contract is entitled to recover reasonable attorney's fees
and all costs of such proceeding.
18. ESCROW:
A. ESCROW: The escrow agent is not (i) a party to this contract and does not have liability for
the performance or nonperformance of any party to this contract, (ii) liable for interest on the
earnest money and (iii) liable for the loss of any earnest money caused by the failure of any
financial institution in which the earnest money has been deposited unless the financial
institution is acting as escrow agent.
B. EXPENSES; At closing, the earnest money must be applied first to any cash down payment,
then to Buyer's Expenses and any excess refunded to Buyer. If no closing occurs, escrow i
agent may: (i) require a written release of liability of the escrow agent from all parties, (ii)
require payment of unpaid expenses incurred on behalf of a party, and (iii) only deduct from
the earnest money the amount of unpaid expenses incurred on behalf of the party receiving
the earnest money.
C. DEMAND: Upon termination of this contract, either party or the escrow agent may send a
release of earnest money to each party and the parties shall execute counterparts of the
release and deliver same to the escrow agent. If either party fails to execute the release,
either party may make a written demand to the escrow agent for the earnest money. If only
one pa makes written demand for thfl .. earne!ll money, escrow a ent shall romptly provide
TAR i607 Initialed for identification by Buyer , /,FC. __ and Seller TREC NO. 9-i2
Produced with zlpFonn® by zlploglx 18070 Fllteen Mlle Roaa;i:rasar, Michigan 4!!026 .www. · i 400 Montclair
DocuSign Envelope ID: 3448077D-161A-4CCD-AD2E-1E9A3EEED83B
DocuSlgn Erwelope ID: 663E819 . .i\-431F-47F9-A1 F4-0BD7A6EF1404
Contract Concerning ___ ~40 .... o_,H-=<"'=nt=c..,,la....,i.._r -----,...,--=Cc=l=l~=go"-""Sta=t:i.="=n , __ _,_77,_,.0""'40"----Page 6 of B 11 ·2-2015
(Address of Property)
a copy of the demand to the other party. If escrow agent does not receive written objection to
the demand from the other party within 15 days, escrow agent may disburse the earnest
money to the party making demand reduced by the amount of unpaid expenses incurred on
behalf of the party receiving the earnest money and escrow agent may pay the same to the
creditors. If escrow agent complies with the provisions of this paragraph, each party hereby
releases escrow agent from all adverse claims related to the disbursal of the earnest money.
D. DAMAGES: Any party who wrongfully fails or refuses to sign a release acceptable to the escrow
agent within 7 days of receipt of the request will be Hable to the other party for (i) damages;
(ii) the earnest money; (iii) reasonable attorney's fees; and (iv) all costs of suit.
E. NOTICES: Escrow agent's notices will be effective when sent in compliance with Paragraph 21 .
Notice of objection to the demand will be deemed effective upon receipt by escrow agent.
19. REPRESENTATIONS: All covenants, ;epresentations and warranties in this contract survive
closing. If any representation of Seller in this contract is untrue on the Closing Date, Seller will be
in default. Un!ess expressly prohibited by written agreement, Seller may continue to show the
Property and receive, negotiate and accept back up offers.
20. FEDERAL TAX REQUIREMENTS: If Seller is a "foreign person," as defined by applicable law, or if
Seller fails to deliver an affidavit to Buyer that Seller is not a "foreign person," then Buyer shall
withhold from the sales proceeds an amount sufficient to comply with applicable tax law and
deliver the same to the Internal Revenue Service together with appropriate tax forms. Internal
Revenue Service regulations require filing written reports if currency in excess of specified
amounts is received in the transaction.
21. NOTICES: All notices from one party to the other must be in writing and are effective when mailed
to, hand-delivered at, or transmitted by fax or electronic transmission as follows:
To Buyer at:
3SG9 Old Co11ege
Bryan TX 77801
979-574-3040
Phone:~~~~--~~~~~~~~
Fax: -~~~--~~~-----~
E-mail: tguseman@gmai.l.com
To Seller at:
3 8~ l -ro l t v A tZ c fi.t-iA-c. to Ao
B6 Av Vil\ D;A.J/, -('{-'17{ I ;;
Fax:~~~~~~~-~~~~~~-
E-mail: dtalbot83@gmail .com
22. AGREEMENT OF PARTIES: This contract contains the entire agreement of the parties and
cannot be changed except by their written agreement. Addenda which are a part of this contract
are (check all applicable boxes):
0 Third Party Financing Addendum
0
0
0
0
Seller Financing Addendum
Addendum for Property Subject to
Mandatory Membership in a Property
Owners Association
Buyer's Temporary Residential Lease
Seller's Temporary Residential Lease
0 Addendum for Reservation of Oil, Gas
and Other Minerals
0 Addendum for "Back-Up" Contract
0 Addendum for Coastal Area Property
0 Environmental Assessment, Threatened or
Endangered Species and Wetlands
Addendum
D Addendum for Property Located Seaward
of the Gulf lntracoastal Waterway
0 Addendum for Sale of Other Property by
Buyer
0 Addendum for Property in a Propane Gas
System Service Area
0 Other (list): -----------
TAR 1607 Initialed for identification by Buy~~___ and Seller \)... 4¢f:.....,! ..... __ TREC NO. 9-i 2
Produced with zlpForm®by zipLoglx 18070 Fltteen Mlle Road, Fraser, Michigan 48026 www.zl11Lgg1x.com 400 Montclair
DocuSign Envelope ID: 3448077D-161A-4CCD·AD2E-1E9A3EEED83B
DocuSlgn Envelope ID: 663E819A-431F-47F9-A1F4-0BD7ABEF1404
Contract Concerning -----'4=00~1".o=n~ts~l='"-"r~-,..,....,...,..--..-=--"'"co""l=l~<>a=El~s~t~at=i="'~'·-~77~8~40'----Page 7 of 8 11·2·2015 (Address of Property)
23. TERMINATION OPTION: For nominal consideration, the receipt of which is hereby
acknowledged by Seller, and Buyer's agreement to pay Seller$ N/A (Option Fee)
within 3 days after the effective date of this contract, Seller grants Buyer the unrestricted right to
terminate this contract by giving notice of termination to Seller within N/A days after the
effective date of this contract (Option Period). Notices under this paragraph must be given by
5:00 p.m. (local time where the Property is located) by the date specified. If no dollar amount
is stated as the Option Fee or if Buyer fails to pay the Option Fee to Seller within the time
prescribed, this paragraph will not be a part of this contract and Buyer shall not have the
unrestricted right to terminate this contract. If Buyer gives notice of termination within the time
prescribed, the Option Fee will not be refunded; however, any earnest money will be refunded to
Buyer. The Option Fee 0 will 0 will not be credited to the Sales Price at closing. Time is of the
essence for this paragraph and strict compliance with the time for performance is
required.
24. CONSULT AN ATTORNEY BEFORE SIGNING: TREC rules prohibit real estate license holders
from giving legal advice. READ THIS CONTRACT CAREFULLY.
Buyer's
Attorney is: --------------
Phone: ______________ _
Fax: ----------------
E-mail: ---------------
Phone: 'f ~9-8 J f-OCJ6 L-
Fax: "-ftJ7 6?~-CJCJ'By
E-mail: t.... c. ~ @ C ~j/Vf l.Aw-(o
EXECUTED the day of -=-o----........,.-=-=--=---
(BROKER: FILL IN THE DATE OF FINAL ACCEPTANCE.)
_____ {EFFECTIVE DATE).
Buyer .,.,,..,,,., ... ,.
Guseman Group LLC
Buyer Seller
and or assigns
The form of this contract has been approved by the Texas Real Estate Commission. TREC forms are Intended
for use only by trained real eslate license holders. No representation Is made as to the legal valldlty or
adequacy of any provision in any specific transactions. It is not Intended for complex transactions. Texas Real
Estate Commission. P.O. Box 12188. Austin, TX 78711-21 BB, (512) 936-3000 (htlp:!twww.trec.toxas.gov)
TREC NO. 9·12. This form replaces TREC NO. 9·11.
TAR 1607 TREC NO. 9-12
Produced with zipFor~ by zlplogi~ 18070 Filleen Mlle Raad, Fraser, Michigan 4B026 www.zlploalx.com 400 Montclair
..
DocuSign Envelope ID: 3448077D-161A-4CCD-AD2E-1 E9A3EEED83B
DocuSfgn Envelope ID: 663E819A-431F-47F9-A1F4-0BD7A6EF1404
400 Montclair
Contract Concerning -------'C~o""l=lc=e:.::qa..:a::......;S=-=t=a:..::t:.::i::..:o::..:n:::..L.., ---'7'"-'-7
(Address of Property)
840
N BROKER INFORMATIO
(Print name(s) only. Do not sign}
TM5 Prop er ties
Other Broker Firm License No. Listing Broke r Firm
Page 8 of 8 11 ·2·2015
9000459
License No.
represents 0 Buyer only as Buyer's agent represents I!.) Selier and Buyer as an Intermediary
0 Seller as Usting Broker's subagent O Seller oniy as Seller's agent
Tarrence MurEhY
Assoclate's Name License No. Listing Assoc iate's Name
Licensed Supervisor of Associate
Other Broker's Address
City State
Assoc:iale's Email Address
License No. Licensed Sup ervlsor of Listing Associate
3091 Uni varsity Dr.
Fax Listing Broke r's Olfice Address
Bryan
Zip City
Terrence
es.com
@TMSProperti
Phone Listing Assoc iate's Email Address
Selling Assoc iate's Name
#230
Uconsed Sup ervlsor of Selling Associate
Selling Assoc late's Office Address
City
Selling ASsoc late·s Email Address
601624
Ucense No.
License No.
{9791703-19!;!0
Fax
TX 77802
State Zip
(979)703-9179
l5hone
License No.
License No.
Fax
Slate Zip
?hone
Usting Broker has agreed to pay Other Broker 4 . 000% of the tot
Is received. Escrow agent is authorized and directed to pay other Bro
al sales price when the Listing Broker's fee
ker from Listing Broker's fee at dosing.
OPTION FEE RECEIPT
Receipt of$ --------(Option Fee) in the form of_
Seller or Listing Broker Date
CONTRACT AND EARNEST MONE Y RECEIPT
Receipt of 0 Contract and 0 $ ________ Earnest M oney In the form of
is acknowledged.
Escrow Agent: -----------------Date:
Emall Address
Phone:
Address
Fax:
City State Zip
TAR 1607
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is acknowledged.
TREC NO. 9-12
()OMcntciair .1'.
~
-~
DocuSign Envelope ID: 3448077D-161A-4CCD-AD2E-1E9A3EEED83B
.,_ OocuSlgn Envelope ID: 663E819A-431F-47F9-A1F4-0807A6EF1404
~~ ~
TEXAS ASSOCIATION OF REALTORS®
INTERMEDIARY RELATIONSHIP NOTICE
USE OF lli<S FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REAL TORS@IS NOT AUTHORIZED.
<:JT11xa1 Alaoclallon of REALTORS&, Inc. 2004
To: ----------~D~T~JT~=M~O~N~C~LA~I:~R~L=L~c ___________ (Seller or Landlord)
and ---------=G=u=s=em=a=n::......;;G=r=o"'"'u""p"'--'L=L=C..._,-=a=n=d=--=o=r"--'a=s=s=1="c=ms:.-________ (Prospect)
From: TMS Properties (Broker's Firm)
400 Montclair
Re: College Station, 77840 (Property)
Date: February 2, 2016
A. Under this notice, "owner" means the seller or landlord of the Property and "prospect" means the above-named
prospective buyer or tenant for the Property.
B. Broker's firm represents the owner under a listing agreement and also represents the prospect under a buyer/tenant
representation agreement.
C. In the written listing agreement and the written buyer/tenant representation agreement, both the owner and the
prospect previously authorized Broker to act as an intermediary if a prospect who Broker represents desires to buy or
lease a property that is listed by the Broker. When the prospect makes an offer to purchase or lease the Property,
Broker will act in accordance with the authorizations granted in the listing agreement and in the buyer/tenant
representation agreement.
D. Broker 0 will [fil will not appoint licensed associates to communicate with, carry out instructions of, and provide
opinions and advice during negoti ations to each party. If Broker makes such appointments, Broker appoints:
---------------------------to~eowner;and
___________________________ to the prospect.
E. By acknowledging receipt of this notice, the undersigned parties reaffirm their consent for broker to act as an
intermediary.
F. Additional information: (Disclose material information related to Broker's relationship to the parties, such as personal
relationships or prior or contemplated business relationships.)
Seller or Landlord Date Prospect Date
and or as.signs
(TAR-1 409) 1-7-04 Page 1 of 1
TM5 Properties, 3091 University Dr. Enst Ste. 230 Brynn, TX 77802
Phone: 979 820. 7036 Fa~; 979 703 ! 980 Terrence Murphy 400 Montclmr
Produced with ZipForml!l by ziplog!x 18070 Fifteen Mi!e Road, Frasar, Michigan 48026 www.zlologlx.com
,
D uSign Envelope ID: 344B077D-161A-4CCD-AD2E-1E9A3EEEDB38
OocuSlgn Envelope ID: 663EB19A-431F-47F9-A1F4-0BD7A6EF1404
Information About Brokerage Services
Texas law requires all real estate license holders to give the following information about
brokerage services to prospective buyers, tenants, sellers and landlords.
TYPES OF REAL ESTATE LICENSE HOLDERS:
11-2-2015
• A BROKER is responsible for all brokerage activities, including acts performed by sales agents sponsored by the broker.
• A SALES AGENT must be sponsored by a broker and works with clients on behalf of the broker.
A BROKER'S MINIMUM DUTIES REQUIRED BY LAW (A client Is the person or party that the broker represents):
• Put the interests of the client above all others, including Iha broker's own Interests;
• Inform the client of any material information about the property or transaction received by the broker;
• Answer the client's questions and present any offer to or counter-offer from the client; and
• Treat all parties to a real estate transaction honestly and fairly.
A LICENSE HOLDER CAN REPRESENT A PARTY IN A REAL ESTATE TRANSACTION:
AS AGENT FOR OWNER {SELLER/LANDLORD): The broker becomes the property owner's agent through an agreement with the owner,
usually In a written listing to sell or property management agreement. An owner's agent must perform the broker's minimum duties
above and must inform the owner of any material information about the property or transaction known by the agent, including
information disclosed to the agent or subagent by the buyer or buyer's agent.
AS AGENT FOR BUYER/TENANT: The broker becomes the buyer/tenant's agent by agreeing to represent the buyer, usually through a
written representation agreement. A buyer's agent must perform the broker's minimum duties above and must inform the buyer of any
material information about the property or transaction known by the agent, Including information disclosed to the agent by the seller or
seller's agent.
AS AGENT FOR BOTH • INTERMEDIARY: To act as an Intermediary between the parties the broker must first obtain the written
agreement of each party to the transaction. The written agreement must state who will pay the broker and, in conspicuous bold or
underlined print, set forth the broker's obligations as an Intermediary. A broker who acts as an intermediary:
• Must treat all parties to the transaction Impartially and fairly;
• May, with the parties' written consent, appoint a different license holder associated with the broker to each party (owner and
buyer) lo communicate with, provide opinions and advice to, and carry out the instructions of each party to the transaction.
• Must not, unless specifically authorized in writing to do so by the party, disclose:
0 that the owner will accept a price less than the written asking price;
0 that the buyer/tenant will pay a price greater than the price submitted in a written offer; and
0 any confidential information or any other information that a party specifically instructs the broker In writing not to
disclose, unless required to do so by law.
AS SUBAGENT: A license holder acts as a subagent when aiding a buyer in a transaction without an agreement to represent the
buyer. A subagenl can assist the buyer but does not represent the buyer and must place the interests of the owner first.
TO AVOID DISPUTES, ALL AGREEMENTS BETWEEN YOU AND A BROKER SHOULD BE IN WRITING AND CLEARLY ESTABLISH:
• The broker's duties and responsibilities to you, and your obligations under the representation agreement.
• Who will pay the broker for services provided to you, when payment will be made and how the payment will be calculated.
LICENSE HOLDER CONTACT INFORMATION: This notice is being provided lor Information purposes. It does not create an obligation for
you to use the broker's services. Please acknowledge receipt of this notice below and retain a copy for your records.
TMS Properties
Licensed Broker/Broker Firm Name or
Primary Assumed Business Name
Terrence Murphy
Designated Broker of Firm
Licensed Supervisor of Sales Agent/
Associate
9000459
License No.
601624
License No.
Ucense No.
info@tmSproperties.com
Email
Terrence@TMSProperties.com
Email
Email
Terrence Murphy 601524 Terrence@TMSProoerti.es.ccm
Sales Agent/Assoclate's Name !if t= 2r_s_e_N_o,__._.,...._,-.,--2::;~016
'Stiyar!Tenant/Seller/Landiord Initials Data
(979)703-1979
Phone
(979)820-7036
Phone
Phone
(979)820-7036
Phone
Regulated by the Texas Real Estate Commission Information available at www.trec.texas.gov
TAR 2501 !ABS 1·0
TMS Pruptlll«. J091 Un1vc!5l:Y O' EJ1S1 Sit lJO Bryon, TX 77!0! Pl1011e: 979 IZO -:Olo F>."979 iOJ 1980
Tcm:nce Mu1J)<iy Prodot.a W.!h 2lpForm® by ;z;pcog'x 18070 F1floon Mila Road, Fraser, Mlc.~gasi 4802Ji www.z!oLoo:•.tom
City of College Station
Administrative Approval for Required Parkland Dedications of Less than Five Acres
1. Applicant Name: _____________ ...:...P-=a=u~I ~M=u""'rp~h"'-'y _________________ _
Address: _________ 1_2_6_3_3_S_ta_t_e_H_ig~h_w_a~y_3_0_C_ol_le_g~e_S_t_at_io_n~._T_X_7_7_8_4_5 _________ _
Phone: ____ ~9_79~--6~90_-~0~80_0~-----E-Mail: _____ ~P~a_u~l@~h~a~y~es~--m~u_r~p_hY~-~co~m~-----
2. Development Name: _____ ...;..W..:...e=s=t_,_P-=a"'-rk:..:..:-A=d=d=iti=o'-'-n-=L=o=ts=-9=R'-'----1'-'1-'-R-'-----Project #: __ 1_4_-9_0_0_03_7 __
Development Location: ____________ 4-'-0=0=-'-'-M=o~n=tc""'la=i.:....r A'--'-'-ve=n~u=e"'--------------
3. Dwelling Units: __1_ Single Family --'-'n-'--=/a'---Multi-family Units, located in Neighborhood Park Zone _6 __ _
_ 2_ Single Family n/a Multi-family Units, located in Community Park Zone B
4. Development Fees and Dedication Requirements:
a. Land Dedication or Fee in Lieu of Land (Choose One):
Neighborhood Community Total
Single Family: One (1) acre per 117 DU's ac One (1) acre per 128 DU's ac= ac
Multi-family: One (1) acre per 117 DU's ac One (1) acre per 128 DU's ac= ac
TOTAL = n/a Acres
-OR-
Fee Paid in Lieu of Land Dedication
Neighborhood Community
Single Family: @$274-°° per DU $ _~5~4-=-8 __ @ $250.00 per DU $ __ 5~0~0 __ = $ __ ~1~0~48~_
Multi-family: @$274.00 per DU $ ____ _ @ $250.00 per DU $ ____ _ = $ __ ~n~/a'---
TOTAL (Neighborhood and Community) = $ 1 048
b. Development Fee:
Neighborhood Community
Single Family @ $362.00 per DU $ 724 Single Family@ $375.00 per DU $ --'7-=5-=-0 __ = $ 1 474
Multi-family @ $362.00 per DU $ ___ _ Multi-family@ $750.00 per DU $ __ _ =$ __ _
TOTAL (Neighborhood and Community) = $ 1 474
5. Comments: Replat is creating two additional single-family lots from an existing single-family bu ilding plot.
Th~ City of College Station agrees to accept:
GRAND TOTAL (Neighborhood and Community) .f Units x $1,261 = $ 2 522
Land Dedication ......... n ..... la'--------
/z
Name Date
CITY OF Cou.EGE STATTON
Home of Texas A&M University"
MEMORANDUM
February 24, 2014 /
TO: Paul Murphy, via: paul@hayes-murphy.com V
FROM: Jenifer Paz, Staff Planner
SUBJECT: WEST PARK LOTS 9R, 10R&11R, BLK 5 (FP-REP
Staff reviewed the above-mentioned final plat as requested . The following page is a list of staff
review comments detailing items that need to be addressed . If all comments have been
addressed and the following information submitted your project will be placed on the next
available Planning and Zoning Commission meeting held in the City Hall Council Chambers,
1101 Texas Avenue.
One (1) 24"x36" copy of the revised final plat;
One (1) 24"x36" grading and erosion control plan;
One (1) set of construction documents;
Thirteen (13) 11 "x17" copies of the revised final plat;
Parkland Dedication in the amount of $2 ,522 must be submitted prior to the filing
of the final plat;
One (1) Mylar original of the revised final plat (required after P&Z approval); and
One (1) copy of the digital file of the final plat on diskette or e-mail to:
pdsdigitalsubmittal@cstx.gov.
Upon receipt of the required documents for the Planning & Zoning meeting, your project will be
considered formally filed with the City of College Station. Please note that this application will
expire in 90 days from the date of this memo, if the applicant has not provided written response
comments and revised documents to the Administrator that seek to address the staff review
comments contained herein. If all comments have not been addressed your project will not be
scheduled for a Planning & Zoning Commission meeting . Your project may be placed on a
future agenda once all the revisions have been made and the appropriate fees paid . Once your
item has been scheduled for the P&Z meeting, the agenda and staff report can be accessed at
the following web site on Monday the week of the P&Z meeting.
http://www.cstx.gov/pz
Please note that a Mylar original of the revised final plat will be required after P&Z approval and
prior to the filing of the plat. If you have any questions or need additional information, please call
me at 979.764.3570.
Attachments: Staff Review Comments /
PC : Joe Schultz, P.E . -Schultz Engineering, LLC, via : joeschultz84@verizon.net V
P&DS Project No. 14-00900037
Planning & Development Services
P.O. BOX ')960 • l 10 I TEXAS AVENUE • C:OLLECE S"L'\TlON • TEXt\S • 77842
TEL 979.764.3570 •FAX. '!7'J.764.:34'>6
cstx.gov/devservices
STAFF REVIEW COMMENTS NO. 1
Project: West Park Lots 9R, 1 OR & 11 R, BLK 5 (FP-Replat) ( 14-00900037)
PLANNING
1. Add a vicinity map.
2. Tie lot corner to the City's horizontal control monuments.
3. Provide curve table.
4. The Pedestrian Master Plan proposes sidewalk on both side of Montclair. Please
submit construction documents for sidewalk for the portion of the replat. Sidewalks
must be built or bonded before filing of the plat.
5. Parkland dedication in the amount of $2,522 ($1 ,261 x 2 new single-family lots) are
due before the plat is filed.
6. Provide a note on the plat for driveway access to Lot 9R.
7. Please be aware that each lot will be required 1 parking space per bedroom.
Additionally, it is located within "Area V" in the Southside Area Neighborhood Plan,
which allows parking in the front of the structure not to exceed 50% of the front
portion of the property (defined as the area of the lot within the side lot lines, the
front setback and right-of-way line).
8. The proposed subdivision is creating non-conformities due to the existing structure.
All structures will need to be removed or demoed before the filing of the plat.
9. Please note that any changes made to the plans that have not been requested by
the City of College Station must be explained in your next transmittal letter.
10. Please note that you may be required to submit paid tax certificates if they are not
current prior to the filing of your plat.
11. Please be aware that each lot will be required to provide a minimum of two (2) trees
of at least two inches (2") in caliper or one (1) tree of four inch (4") caliper per
Ordinance No. 3222 .
Reviewed by: Jenifer Paz Date: February 17, 2014
ENGINEERING COMMENTS NO. 1
1. Unless shared with lot 1 OR, driveway access to lot 9R shall be from Grove Street.
2. Driveway access to Montclair shall include backing maneuvers.
Reviewed by: Carol Cotter Date: February 19, 2014
TRANSPORTATION
1. Please dedicate 10.5' of right-of-way along Montclair as it is designated as a
collector on our thoroughfare plan and requires additional ROW.
Reviewed by: Danielle Singh, P.E., Transportation Planning Coard. Date: 2/24/2014
ELECTRICAL COMMENTS REQUIRING IMMEDIATE ATTENTION
1. PLAT: Developer will provide CSU with a digital, AutoCAD dwg format, version of
plat and I or site plan as soon as it is available. Email to: wdavis@cstx.gov
2. LOAD DATA: The developer will provide load data to CSU as soon as it is available.
This information is critical for CSU to accurately determine the size and number of
transformers, and other equipment, required to provide service to the project. Failure
to provide load data will result in construction delays and, due to clearance
requirements, could affect the final building footprint. Delivery time for transformers
and other equipment not in stock is approximate 26 weeks.
3. EASEMENTS: Developer provides temporary blanket easement for construction
purposes and upon completion of project must provide descriptive easements for
electric infrastructure as designed by CSU.
4. EASEMENTS: Developer provides descriptive easements for electric infrastructure
as designed by CSU, as shown on plat or site plan.
5. If easements are existing, the developer will be responsible for locating easements
on site to insure that electrical infrastructure is installed within easement boundaries.
6. The following easements will be required :
• Increase 5' PUE along Montclair and Grove Street frontages to 1 O'.
• Decrease 1 O' PUE along rear lot lines to 5'.
GENERAL ELECTRICAL COMMENTS
1. Developer installs conduit per CSU specs and design.
2. CSU will provide drawings for electrical installation.
3. Developer provides 30' of rigid or IMC conduit for each riser conduit. CSU installs
riser.
4. Developer will intercept existing conduit at designated transformers or other existing
devices and extend as required.
5. If conduit does not exist at designated transformer or other existing devices,
developer will furnish and install conduit as shown on CSU electrical layout.
6. Developer pours electric device pads or footings, i.e. transformers , pull boxes, or
other device, per CSU specs and design. ·
7. Developer installs pull boxes and secondary pedestals per CSU specs and design,
Pull boxes and secondary pedestals provided by CSU.
8. Final site plan must show all proposed electrical facilities necessary to provide
electrical service, i.e . transformers, pull boxes, or switchgears, all meter locations,
and conduit routing as designed by CSU .
9. To discuss any of the above electrical comments please contact Weldon Davis at
979 .764.5027.
Reviewed by: Weldon Davis Date: February 13, 2014
SANITATION
1. Sanitation is ok with this project.
Reviewed by : Wally Urrutia Date: February 19, 2014
/
CITY o F C m .LEGE STi\TION
Home of Texas A&M University•
MEMORANDUM
February 13, 201 4/
TO: Paul Murphy, via : paul@hayes-murphy.com
FROM : Jenifer Paz, Staff Planner
SUBJECT: WEST PARK LOTS 9R, 10R&11R, BLK 5 (FP-REP
Thank you for the submittal of your FINAL PLAT -RESIDENTIAL application. Erika Bridges,
Graduate Civil Engineer, and I have been assigned to review this project. It is anticipated that
the review will be completed and any staff comments returned to you on or before Wednesday,
February 26, 2014. If you have questions in the meantime, please feel free to contact us.
PC: Joe Schultz, P.E. -Schultz Engineering, LLC , via : joeschultz84@verizon.net
P&DS Project No. 14-00900037
Pla11ning & Developmmt Services
P.O. BOX 9')60 • 1101 TEXAS AVENUE • COi.I.EGE ~TATfON • TicXAS • 7784~
TU .. 979.764.35 70 ·FAX. 979.7(>·!.3·1%
cstx.gov/devservices
CITY OF COLLEGE STATION
FINAL PLAT
for
West Park Addition Lots 9R-11 R, Block 5
being a Replat of
West Park Addtion Lots 9-10, Block 5
14-00900037
SCALE: Three single-family lots on approximately 0.43 acres
LOCATION: 400 Montclair Avenue
ZONING: GS General Suburban
APPLICANT: Paul Murphy, Upper Deck Development LLC
PROJECT MANAGER: Jenifer Paz, Staff Planner
jpaz@cstx.gov
RECOMMENDATION: Staff recommends approval of the applicant's request to pay
$4,710 into the sidewalk fund in lieu of construction of the
sidewalks. If use of the sidewalk fund is approved , staff
recommends approval of the Final Plat.
Planning & Zoning Commission Page 1 of 3
March 20, 2014
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0 -w DEVELOPMENT REVI EW WEST PARK L9R, 1DR & 11 R BLK 5
DEVELOPMENT HISTORY
Annexation:
Zoning:
Preliminary Plan:
Site Development:
COMMENTS
Parkland Dedication:
Greenways:
Pedestrian Connectivity:
Bicycle Connectivity:
Impact Fees:
REVIEW CRITERIA
October 1938 (part of the incorporation of the city)
R-1 Single-Family Residential renamed to GS General Suburban
(2013)
Property was platted prior to the requirement of Preliminary Plans.
Single-family residence.
The creation of two additional single-family lots require Parkland
Dedication fees for Community and Neighborhood Park of $2,522
(2 lots x $1 ,261 ). Fees are due prior to filing of the plat.
None.
Sidewalks along Montclair Avenue are proposed on the Bike,
Pedestrian and Greenways Master Plan. The applicant is
requesting to pay into the sidewalk fund in lieu of construction of
the sidewalk.
A bike route is proposed on Montclair Avenue on the Bike,
Pedestrian and Greenways Master Plan. When Montclair Avenue
is widened, a bike route will be incorporated at that time.
None.
Compliance with Subdivision Regulations: The applicant has requested that the
Commission approve a request to pay into the sidewalk fund in lieu of construction of the
required sidewalk. The Commission may authorize a fee in lieu of sidewalk construction when it
is determined a condition exists as stated in the Subdivision Regulations. The plat is located in
Sidewalk Zone 3 and the fee in lieu amount is $4,710 (157 linear feet x 6-foot wide sidewalk x
$5 per square foot). In the Southside Area Neighborhood Plan , Montclair Avenue was identified
to become a modified Minor Collector with sidewalks on both sides. At this time, Montclair is
deficient in size and the design of the future expansion will occur in the future. This plat will
dedicate 10.5 feet of right-of-way for Montclair Avenue for the future expansion and upgrade to
a collector street. Additionally, Montclair Avenue abuts residential areas that are considered
Older Residential Subdivisions. The proposed Final Plat otherwise complies with the
Subdivision Requirements contained in the Unified Development Ordinance.
STAFF RECOMMENDATIONS
Staff recommends approval of the applicant's request to pay $4 , 710 into the sidewalk fund in
lieu of construction of the sidewalks. If use of the sidewalk fund is approved , staff recommends
approval of the Final Plat.
SUPPORTING MATERIALS
1. Application
2. Copy of Final Plat
Planning & Zoning Commission
March 20, 2014
Page 3 of 3
N · J Scale: 1 Inch = 50 Feet ·
Area: 0.391 Acres (17,044.04 Square Feet)
14-041
REPLAT
WEST PARK ADDN
BLK 5 LTS 9R, lOR, & l lR
ACRES 0.43
Area: 0.391Acres(l7,044.04 Square Feet)
Perimeter: 517 .9241 Feet
Gap= 0.002
CLOSED 3-6-2014
1. s40°49'34"W 114.53' 5. S47°44'06"E 124.45'
2. N47°43'3l"W 150.18'
3. N40°53'04"E 88.89'
4. N86°34'29"E Ch35.78' Rad25 .00' R
N
;; 1· ... Seale: 1 Inch= 50 Feet
Area: 0.431 Acres (18,761.13 Square Feet)
14-037
FINAL PLAT -REPLAT
WEST PARK
BLK 5 L TS 9R, IOR & PT 11
Area: 0.431 Acres (18,761.13 Square Feet)
Perimeter: 550.26 Feet
Gap= 0.002
l . S47°44'06"E 150.05'
2. S40°49'34"W 125.03'
3. N47°43 '3l"W 150.18'
4. N40°53'04"E 125.00'
Jenifer Paz
From:
Sent:
Deven Doyen [deven@schultzengineeringllc.com]
Tuesday, March 11, 2014 5:17 PM
To: Jenifer Paz
Cc: joeschultz84@verizon.net
Subject: 400 Montclair
Jenifer,
157 LF of sidewalk along Montclair.
Thanks,
Deven Doyen, P.E.
Civil Engineer
~tz Engineering, LLC
2730 Longmire Drive, Suite A
College Station, TX 77845
(979} 764-3900-Office
{979) 764-3910 -Fax
deven@schultzengineeringllc.com
1
CJTY OF C OLLEGE STATION
Home a/Texas A&M Univmity•
FOR OFFICE USE ONLY oJ
~··37 CASE NO.: -Jj" f
DATE SUB~"J7ED: ' 0 4
TIME: Uf .30
STAFF: ~z:
PLANNING & DEVELOPMENT SERVICES
TRANSMITTAL LETTER
Please check one of the options below to clearly define the purpose of your submittal.
0 New Project Submittal
O Incomplete Project Submittal -documents needed to complete an application. Case No.:
[8] Existing Project Submittal. Case No.: -=-'1-a~0G90026-& 14 '3/ ---------
Project Name West Park Lots 9R, 10R & 11R, Block 5 (FP-REP)
Contact Name .;_P..o.:.a=ul_.;..M'-'-u""'rp"'-h;..;...y'-------------Phone Number-'-9'-79'----'-6"-90'---'-0.;;._80;....;0'----------
We are transmitting the following for Planning & Development Services to review and comment (check all that apply):
D Comprehensive Plan Amendment D Non-Residential Architectural Standards
D Rezoning Application D Irrigation Plan
D Conditional Use Permit D Variance Request
D Preliminary Plan D Development Permit
[8] Final Plat D Development Exaction Appeal
D Development Plat D FEMA CLOMA/CLOMR/LOMA/LOMR
D Site Plan D Grading Plan
D Special District Site Plan [8] Other -Please specify below
D Special District Building I Sign Sidewalk Layout
D Landscape Plan
INFRASTRUCTURE AND ENGINEERING DOCUMENTS
All infrastructure documents must be submitted as a complete set.
The following are included in the complete set:
D Comprehensive Plan Amendment D Waterline Construction Documents
D TxDOT Driveway Permit D Sewerline Construction Documents
D TxDOT Utility Permit D Street Construction Documents
D Drainage Letter or Report D Easement Application
D Fire Flow Analysis D Other -Please specify
Special Instructions:
10/10 Print Form
March 5, 2014
Jenifer Paz
Staff Planner
Development Services
City of College Station
College Station, Texas
Office: 979.764.3900
Fax: 979.764.3910
Re: West Park Lots 9R, 10R & 11R, Block 5 (FP-REP)-14-00900037
Dear Ms. Paz:
Attached are the responses to the Replat Comments and the following:
• (1) 24" x 36" Revised Final Plat
• (13) 11" x 17" Revised Final Plats
• (1) Preliminary Sidewalk Layout
The Mylar and digital files will be provided upon approval. If you have any questions,
please do not hesitate to call.
Sincerely,
Schultz Engineering, LLC.
~=ur
Deven Doyen, P .E.
Civil Engineer
P.O. Box 11995 • College Station, Texas 77842
schultzengineeringllc.com
STAFF REVIEW COMMENTS NO. 1
Project: West Park Lots 9R, 1 OR &11 R, BLK 5 (FP-Replat) (14-00900037)
PL~NING
\;(Add a vicinity map. A Vicinity Map has been added.
? /rie lot corner to the City's horizontal control monuments. A lot corner has been tied
\] to a City of College Station Monument.
0h'rovide curve table. A Curve Table has been added.
~ \jl The Pedestrian Master Plan proposes sidewalk on both side of Montclair. Please
· -( submit construction documents for sidewalk for the portion of the replat. Sidewalks
must be built or bonded before filing of the plat. Per our conversations we would
like to request to pay into the sidewalk fund in lieu of building the sidewalks
now. Attached is a preliminary sidewalk plan. We have determined the sidewalk
fund amount to be $4,270 (854 sf x $5/sf). This amount will be submitted upon
approval.
Parkland dedication in the amount of $2,522 ($1 ,261 x 2 new single-family lots) are
due before the plat is filed. Noted, the parkland dedication will be submitted upon
approval.
Provide a note on the plat for driveway access to Lot 9R. Note #5 has been added.
/.Please be aware that each lot will be required 1 parking space per bedroom.
Additionally, it is located within "Area V" in the Southside Area Neighborhood Plan,
which allows parking in the front of the structure not to exceed 50% of the front portion
of the property (defined as the area of the lot within the side lot lines, the front setback
and right-of-way line). Noted.
--7 J The proposed subdivision is creating non-conformities due to the existing structure.
All structures will need to be removed or demoed before the filing of the plat. Noted.
9. Please note that any changes made to the plans that have not been requested by the
City of College Station must be explained in your next transmittal letter. Noted.
10. Please note that you may be required to submit paid tax certificates if they are not
current prior to the filing of your plat. Noted.
11 . Please be aware that each lot will be required to provide a minimum of two (2) trees
of at least two inches (2") in caliper or one (1) tree of four inch (4") caliper per
Ordinance No. 3222. Note #6 has been added.
Reviewed by: Jenifer Paz Date: February 17, 2014
ENGINEERING COMMENTS NO. 1
1. Unless shared with lot 1 OR, driveway access to lot 9R shall be from Grove Street.
Note #5 has been added
2. Driveway access to Montclair shall include backing maneuvers. Noted.
Reviewed by: Carol Cotter Date: February 19, 2014
TRANSPORTATION
1. Please dedicate 10.5' of right-of-way along Montclair as it is designated as a
collector on our thoroughfare plan and requires additional ROW. Additional ROW
dedication has been added to the rep/at.
Reviewed by: Danielle Singh, P.E., Transportation Planning Coord. Date: 2/24/2014
ELECTRICAL COMMENTS REQUIRING IMMEDIATE ATTENTION
1. PLAT: Developer will provide CSU with a digital, AutoCAD dwg format, version of plat
and I or site plan as soon as it is available. Email to: wdavis@cstx.gov Noted.
2. LOAD DATA: The developer will provide load data to CSU as soon as it is available.
This information is critical for CSU to accurately determine the size and number of
transformers, and other equipment, required to provide service to the project. Failure
to provide load data will result in construction delays and, due to clearance
requirements, could affect the final building footprint. Delivery time for transformers
and other equipment not in stock is approximate 26 weeks. Noted.
3. EASEMENTS: Developer provides temporary blanket easement for construction
purposes and upon completion of project must provide descriptive easements for
electric infrastructure as designed by CSU. Noted.
4. EASEMENTS: Developer provides descriptive easements for electric infrastructure
as designed by CSU, as shown on plat or site plan. Noted.
5. If easements are existing, the developer will be responsible for locating easements on
site to insure that electrical infrastructure is installed within easement boundaries.
Noted.
..
6. Tt)i'following easements will be required: .,J !~crease 5' PUE along. Montclair and Grove Street frontages to 1 O'. The 5' PUEs
long Montclair and Grove have been revised to 10'.
• Decrease 1 O' PUE along rear lot lines to 5'. The 10' PUE along the rear lot has
been revised to 5'.
GENERAL ELECTRICAL COMMENTS
1. Developer installs conduit per CSU specs and design. Noted.
2. CSU will provide drawings for electrical installation. Noted.
3. Developer provides 30' of rigid or IMC conduit for each riser conduit. CSU installs
riser. Noted.
4. Developer will intercept existing conduit at designated transformers or other existing
devices and extend as required. Noted.
5. If conduit does not exist at designated transformer or other existing devices, developer
will furnish and install conduit as shown on CSU electrical layout. Noted.
6. Developer pours electric device pads or footings, i.e. transformers, pull boxes, or other
device, per CSU specs and design. Noted.
7. Developer installs pull boxes and secondary pedestals per CSU specs and design,
Pull boxes and secondary pedestals provided by CSU. Noted.
8. Final site plan must show all proposed electrical facilities necessary to provide
electrical service, i.e. transformers, pull boxes, or switchgears, all meter locations, and
conduit routing as designed by CSU. Noted.
9. To discuss any of the above electrical comments please contact Weldon Davis at
979.764.5027. Noted.
Reviewed by: Weldon Davis Date: February 13, 2014
SANITATION
1. Sanitation is ok with this project. Noted.
Reviewed by: Wally Urrutia Date: February 19, 2014
CITY Of COLLEGE STATI 1 N D Certified D Recorded Delivery (International) Name63t.BCl)iss of Sender fCheck type of mail or service: D COD D Registered P.O. BOX 9960 D Delivery Confirmation D Return Receipt for Merchandise C II St ti TX 7784 D Express Mail D Signature Confirmation 0 ege 8 On, D Insured Article Number
14-37
BURTIN BRYCE & LEIGH
PO BOX 11792
COLLEGE STATION, TX 77842-1792
14-37
STEPHENS MICHAEL T & MARYE
4913 LIPPIZANER DR
FLOWER MOUND, TX 75028-1624
14-37
AGGIE SHACKS LLC
1113 LANGFORD ST
COLLEGE STATION , TX 77840-4415
14-37
UPPER DECK DEVELOPMENT LLC
3151 PALEO PT
COLLEGE STATION , TX 77845-6152
14-37
KRAUS ROBERT G JR & MARYE
5903 WILD HORSE RUN
COLLEGE STATION, TX 77845-2338
14-37
MRC VENTURES LP
107 SUNSET DR
FRIENDSWOOD, TX 77546-4423
Mdressee (Name, Street, Qty, State, & ZIP Code)
_ ............. u1 ~1eces
Listed by Sender
I
'°"""•"'"m~ I Poo<m,..,,-,----,r Received at Post O .. [)
ebruary 2002 (Page 1 of 2)
Postage Affix Stamp Here (If issued as a certificate of mailing, or for additional copies of this bill) Postmark and Date of Recei t Fee Handlin< Charge neopost" 03/04/2014 US POSTAGE $02.822 ZIP 77840 041L11239588
See Privacy Act Statement on Reverse
~R =ee
PS Form 3877, February 2002 (Page 2 of 2)
The full declaration of value is required on all domestic and international registered mail. The maxirrum indermity payable for the
reconstruction of nonnegotiable documents under Express Mail document reconstruction insurance is $500 per piece subject to
addijional limtations for ITTJltiple pieces lost or damaged in a single catastrophic occurrence. The maxiITTJm indermity payable
on Express Mail merchandise insurance is $500, but optional Express Mail Service merchandise insurance is available for up to
$5,000 to some, but not all countries. The maxilTI.lm indemnity payable is $25,000 for registered mail sent with optional postal
inst.ranee. See Domestic Mail Manual R900, S913, and S921 for limtations of ooverage on insured and COO mail. See
International Mail Manual for limtations of coverage on international mail. Special handling charges apply only to Standard Mail
and Parcel Services parcels.
CITY Of COLLEGE STATI N D Certified D Recorded Delivery (International) Namee:Jt.&eiss of Sender fCheck type of mail or service: 0 COD 0 Registered P.O. BOX 9960 D Delivery Confirmation D Return Receipt tor Merchandise C II S I TX 7784 D Express Mail D Signature Confirmation 0 e e tat on D Insured
14-37
CRESWELL MONTCLAIR CORP
PO BOX 15173
SAN ANTONIO, TX 78212-8373
14-37
BINGHAM BILLY WAYNE
404 FAIRVIEW AVE
COLLEGE STATION, TX 77840-2932
14-37
DUPRIEST FRED E & SHIRLEY S
400 FAIRVIEW AVE
COLLEGE STATION, TX 77840-2932
14-37
BYER MILTON A & GLADYS S REVO LIVING
TRUST
308 GROVE ST
COLLEGE STATION, TX 77840-2841
14-37
WORTH ACQUISITIONS LLC
PO BOX 11671
COLLEGE STATION, TX 77842-1671
14-37
DR MUNCHIES LLC
1448 N JOE WILSON RD
CEDAR HILL, TX 75104-1400
7, February 2002 (Page 1 of 2)
J>;;lctessee (Name, Street, Qty, State, & ZIP Code) Postage Affix Stamp Hen (If issued as a certificate of mailin or for additional copies of this bill) Postmark and Date of Recei t Fee Han Ch; neopost 03/04/2014 S:POS_TAGE $02.82Q ZIP 77840 041L11239588
See Privacy Act Statement on Reverse
RR 1 Fee
PS Form 3877, February 2002 (Page 2 of 2)
The full dedaration of value is required on all domestic and international registered mail. The maxirrun indermity payable for the
reconstruction of nonnegotiable documents under Express Mail docurrent reconstruction insurance is $500 per piece subject to
add~ional limitations for rrultiple pieces lost or damaged in a single catastrophic occurrence. The maxirrum indermity payable
on Express Mail merchandise insurance is $500, but optional Express Mail Service merchandise insurance is available for up to
$5,000 to some, but not all countries. The maxirrum indemnity payable is $25,000 for registered rrail sent with optional postal
insurance. See Domestic Mail Manual R900, S913, and S921 for limitations of coverage on insured and COO mail. See
International Mail Manual for limitations of coverage on international mail. Special handling charges apply only to Standard Mail
and Parcel Services parcels.
NU-8C'ddress of Sender Check type of mail or service: CITY OF COLLEGE STATl()NI B ~~~fied P. 0 B 9960 0 Delivery Confirmation • • OX O Express Mail College Statlon,-TX-1184,-+--~D~ln_su_re_d _ 0 Recorded Delivery (International) 0 Registered 0 Return Receipt for Merchandise 0 Signature Confirmation Adctessee (Narre, Street, City, State, & ZIP Code) Postage 14-37
CISNEROS RIGO & BELINDA BRAGG
301 FIDELITY ST
COLLEGE STATION, TX 77840-2834
14-37
WALSH KENNE & ABBIE
16S60 CALUMET TRL
COLLEGE STATION, TX 7784S-8214
14-37
SOUTHGATE II LTD
310 UNIVERSITY DR E
COLLEGE STATION, TX 77840-1730
14-37
JATZLAU MICHAEL
120S COUNTY ROAD 208
GIDDINGS, TX 78942-4741
14-37
MCDERMOTI scan
SOO FAIRVIEW AVE
COLLEGE STATION, TX 77840-2934
14-37
CONE MICHAEL R
409 MONTCLAIR AVE
COLLEGE STATION, TX 77840-2866
Total Nu
Listed by
Affix Stamp Here (If issued as a certificate of mailing, or for additional copies of this bill) Postmark and Date of Recei t Fee Hand line Charge-neopost. 03/04/2014 $02.82Q ZIP 77840 041L11239588
See Privacy Act Statement on Reverse
~R ee
l
PS Form 3877, February 2002 (Page 2 of 2)
The full declaration of value is required on all dorrestic and international registered mail. The maxirrum indemnity payable for the
reconstruction of nonnegotiable documents under Express Mail document reconstruction insurance is $500 per piece subject to
additional limtations for multiple pieces lost or damaged in a single catastrophic occurrence. The maximum indemnity payable
on Express Mail merchandise insurance is $500, but optional Express Mail Service merchandise insurance is available for up to
$5,000 to sorre, but not all countries. The maxirrum indemnity payable is $25,000 for registered mail sent with optional postal
insurance. See Domestic Mail Manual R900, S913, and S921 for limitations of coverage on insured and COD mail. See
International Mail Manual for limtations of coverage on international mail. Special handling charges apply only to Standard Mail
and Parcel Services parcels.
-------------------------------------------.......-
I
Nmine 111\N.ddress of Sender Check type of mail or service: Affix Stamp Here U.:J"'D'-(If issued as a CITY OF COLLEGE 8'1PA ... ON D Certified D Recorded Delivery (International) certificate of mailing, '1lftl1 D COD D Registered or for additional P. 0 D Delivery Confirmation D Return Receipt for Merchandise copies of this bill) • • BOX 9960 D Express Mail D Signature Confirmation Postmark and C:ol~Station.----1t=I~7llla'!,_-+-~~Dd_'.'.ln~s~ur~ed"--~~~~~~~~~~~---,~~~-ro~a~te~o~f~R~e~ce~i~t-"VVV Harn Article Number Adctessee (Narre, Street, Qty, State, & ZIP Code) Postage Fee Ch<
14-37
WOODS RICHARD CRAIG
PO BOX 10220
COLLEGE STATION, TX 77842-0220
14-37
MAREK PAUL A & KATHERINE J
2023 CANDLELIGHT PLACE DR
HOUSTON, TX 77018-1118
14-37
GILLELAND SHARON RENA
100 COUNTRY CLUB DR
CORPUS CHRISTI, TX 78412-2828
14-37
CHARLES KYLE & CASEY
6142 DEL MONTE DR
HOUSTON, TX 77057-3518
14-37
MOORE & ASSOC ETAL
2565 ARDEE LN
SOUTH SAN FRANCISCO, CA 94080-5106
neopost 03/04/2014 u_s_~OSTAG $02.35Q ZIP 77840 041L11239588
See Privacy Act Statement on Reverse
RR Fee
PS Form 3877, February 2002 (Page 2 of 2)
The full dedaration of value is required on all domestic aid international regstered mail. The maxirn.m indemnity.payable for the
recoostruction of nonnegotiable documents under Express Mail document reconstruction insurance is $500 per piece subject to
addttional limitations for multiple pieces lost or dan-aged in a single catastrophic occurrence. The maximum indemnity payable
on Express Mail merchandise insurance is $500, but optional Express Mail Service merchandise insurance is available for up to
$5,000 to sorre, but not all countries. The maximum inden'Ylity payable is $25,000 for registered mail sent with optional postal
insurance. See Domestic Mail Manufi R900, S913, and S921 for limitations of coverage on insured and COD mail. See
lntemational Mail Manufi for limitations of coverage on international mail. Special handling charges apply only to Standard Mail
and Parcel Services parcels.
1.
8.
14-37
HARMS JOEL I
410 FAIRVIEW AVE
COLLEGE STATION, TX 77840-2932
14-37
PAUL MURPHY
12633 STATE HIGHWAY 30
COLLEGE STATION, TX 77845
14-37
UPPER DECK DEVELOPMENT, LLC
12633 STATE HIGHWAY 30
COLLEGE STATION, TX 77845
14-37
JOE SCHULTZ, P.E.
SCHULTZ ENGINEERI NG, LLC
2730 LONGMIRE DRIVE SUITE A
COLLEGE STATION, TX 77845
PS Form 3877, February 2002 (Page 1 of 2)
0 Recorded Delivery (International) 0 Registered 0 Return Receipt for Merchandise 0 Signature Confirmation Postage Affix Stamp Here (If issued as a certificate of mailing, or for additional copies of this bill) Postmark and Date of Recei t Handling ~ Charge Fee neopost" 03/04/2014 $01.88Q ZIP 77840 041L11239588
+
L
See Privacy Act Statement on Reverse
Complete by Typewriter, Ink, or Ball Point Pen
PS Form 3877, February 2002 (Page 2 of 2)
ll1e full declaration of value is required on all domestic and international registered mail. 1l1e maximum inde!mity payable for the
reconstruction of nonnegotiable documents under Express Mail document reconstruction insurance is $500 per piece subject to
add~ional limitations for rrultiple pieces lost or darraged in a single catastrophic occurrence. 1l1e maxirrum indemnity payable
on Express Mail merchandise insurance is $500, but optional Express Mail Service merchandise insurance is available for up to
$5,000 to some, but not all rountries. ll1e maximum indemnity payable is $25,000 for registered mail sent with optional postal
instXance. See Domes~c Mail Manual R900, S913, and S921 for li~tions of coverage on insured and COD mail. See
lntematiex>a/ Mail Manual for lirritations of ooverage on international mail. Special handling charges apply only to Standard Mail
and Parcel Services parcels.
March 3, 2014
CITY OF COJL EGE STATION
Home of Texas A&M University•
TO WHOM IT MAY CONCERN:
Re: Consideration of a Replat of one single-family building plot to three GS General
Suburban lots on approximately 0.43 acres for the property located at 400
Montclair Avenue.
NOTICE OF PUBLIC HEARING
This is to notify you that the City of College Station is considering a Replat request
for the following property:
Applicant: Paul Murphy
Project Number: 14-00900037
Subject Property: 400 Montclair Avenue
(See attached location map.)
The Planning and Zoning Commission will hold a public hearing on Thursday,
March 20, 2014 at 7:00 p.m. to consider the request. The public hearing will be
held in the City Hall Council Chambers located at 1101 Texas Avenue, College
Station, Texas.
All owners of the subject property and property owners within 200 feet of the
subject property have received notification of this request. Attached is an excerpt
from the Texas Local Government Code concerning replats. No waiver request
has been filed.
Any request for sign interpretive services for the hearing impaired must be made
48 hours before the meeting. To make arrangements please call 979.764.3541 or
(TDD) 1.800. 735.2989.
For additional information regarding this public hearing please contact the Project
Manager with Planning & Development Services at 979. 764.3570.
Jenifer Paz
PROJECT MANAGER
Planning & Developmmt Sei·vices
P.O. f'IOX 9960 • 1101TF.X1\S1\VENUF. • COi.LEGE STATTON · 1T.XAS • 77842
TEI 979.764.3570 ·!:'AX. 979.764.:3496
cst><.gov/devservices
R
E
RS
GS
R • 1 B
D
T
Rural
Estate
Restricted Sub urban
General Suburban
Single Family Residential
Duplex
Townhouse
R-4
R-6
MHP
0
SC
GC
Cl
BP
DEVELOPMENT REVIE\N
Multi· F amliy BPI Business Park Industrial
High Density Multi-Family NAP Natural Are as Protected
Manufactured Home Park C-3 Light Commercial
Office M -1 Light Industrial
Suburban Commercial M-2 Heavy Industrial
General Commercial C-U Co liege and U nillers ity
C ommercia~ Industrial R& D Research and Development
Business Park P-MUD Planned Mixed-Use Development
WEST PARK l9R. 1 OR & 11 R BLK 5 Case:
14.037
POD
WPC
NG -1
NG -2
NG -3
ov
ROD
KO
Pia nned Development District
Wolf Pen Creek Dev. Corridor
Core North gate
Transition a I North gate
Residential N orthgate
Corridor Overlay
Redev elopment District
Krenek Tap Overlay
REPLAT
C ITY OF Cou.EGE STATIO
Home of Texas A&M University•
212.005 Approval by Municipality Required
The municipal authority responsible for approving plats must approve a plat or
replat that is required to be prepared under this subchapter and that satisfies all
applicable regulations.
212.014 Replatting Without Vacating Preceding Plat
A replat of a subdivision or part of a subdivision may be recorded and is controlling
over preceding plat without vacation of that plat if the replat:
(1) is signed and acknowledged by only the owners of the property being
replatted.
(2) is approved, after a public hearing on the matter at which parties in interest
and citizens have an opportunity to be heard, by the municipal authority
responsibility for approving plats; and
(3) does not attempt to amend or remove any covenants or restrictions.
212.015 Additional Requirements for Certain Replats
( c) If the proposed rep lat requires a variance and is protested in accordance with
this subsection, the proposed replat must receive, in order to be approved, the
affirmative vote of at least three-fourths of the members present of the municipal
planning commission or governing body, or both. For a legal protest, written
instruments signed by the owners of at least 20 percent of the area of the lots or
land immediately adjoining the area covered by the proposed replat and extending
200 feet from that area, but within the original subdivision, must be filed with the
municipal planning commission or governing body, or both, prior to the close of the
public hearing.
Planning & DEmelopment Ser11ices
P.O. BOX 9960 • 110 I TEXAS AVENUE • COTl.EGF. STATION • TT.XAS • 77842
TEL 97'!.764.:3570 ·FAX. 979.764.:3496
cstx.gov/devservices
NOTICE OF PUBLIC HEARING:
The College Station Planning and Zoning Commission
will hold a public hearing to consider a Replat of one
single-family building plot to three GS General
Suburban lots on approximately 0.43 acres for the
property located at 400 Montclair Avenue.
The hearing will be held in the Council Chambers of the
College Station City Hall, 1101 Texas Avenue at the
7:00 p.m. meeting of the Commission on Thursday,
March 20, 201 4. For additional information regarding
this public hearing , please contact Jenifer Paz, Project
Manager, at 979.764.3570.
Any request for sign interpretive services for the
hearing impaired must be made 48 hours before the
meeting. To make arrangements please call
979.764.3541 or (TDD) 1.800. 735.2989.
3-3-14
NOTICE OF PUBLIC HEARING:
The College Station Planning and Zoning Commlaalon
wtll hold a public hearing to consider a Replat of one
single-family building plot to three GS General
Suburban lots on approximately 0.43 acres for the
property located at 400 Montclair Avenue.
The hearing will be held In the Council Chambers of the
College Station City Hall, 1101 Texas Avenue at the
7:00 p.m. meeting of the Commission on Thursday,
March 20, 2014. For additional information regarding
this public hearing, please contact Jenifer Paz, Project
Manager, at 979.764.3570.
Any request for sign Interpretive services for the
hearing Impaired must be made 48 hours before the
meeting. To make arrangements please call
979. 764.3541 or (TDD) 1.800. 735.2989.
3-3-14
I I
LEGAL NOTICE
DATE TO BE PUBLISHED: MONDAY, MARCH 3, 2014
BILL TO: Brittany Caldwell
City of College Station
P.O. Box 9960
College Station , TX 77842
NOTICE OF PUBLIC HEARING:
ONLY
The College Station Planning and Zoning Commission will hold a public hearing to
consider a Replat of one single-family building plot to three GS General Suburban lots
on approximately 0.43 acres for the property located at 400 Montclair Avenue.
The hearing will be held in the Council Chambers of the College Station City Hall , 1101
Texas Avenue at the 7:00 p.m. meeting of the Commission on Thursday, March 20,
2014. For additional information regarding this public hearing , please contact Jenifer
Paz, Project Manager, at 979.764.3570.
Any request for sign interpretive services for the hearing impaired must be made 48
hours before the meeting. To make arrangements please call 979.764.3541 or (TDD)
1.800.735.2989.
LEGAL NOTICE
DATE TO BE PUBLISHED: MONDAY, MARCH 3, 2014
BILL TO: Brittany Caldwell
City of College Station
P.O. Box 9960
College Station , TX 77842
NOTICE OF PUBLIC HEARING:
ONLY
The College Station PlaE · g ~~a~~~m ission ill hold a ublic heari g,... 1 1 A.VI lofs · <;;'1h ilf. V\.I I _P-( _O. ..,$ ~t:> w? to consider a Rep lat of on ap llOXlm eiy ~acre for the
property located at 400 Montclair Ave. 0.43
The hearing will be held in the Council Chambers of the College Station City
Hall , 1101 Texas Avenue at the 7:00 p.m. meeting of the Commission on
Thursday, March 20, 2014 . For additional information regarding this public
hearing, please contact Jenifer Paz, Project Manager, at 979.764.3570.
Any request for sign interpretive services for the hearing impaired must be made
48 hours before the meeting. To make arrangements please call 979.764 .3541
or (TDD) 1.800.735.2989.
March 3, 2014
C JTY OF C OLI.EGE STATION
Home o/Texas A&M University•
TO WHOM IT MAY CONCERN:
Re: Consideration of a Replat of one single-family building plot to three GS
General Suburban lots on approximately 0.43 acres for the property located
at 400 Montclair Avenue.
NOTICE OF PUBLIC HEARING
This is to notify you that the City of College Station is considering a Replat
request for the following property:
Applicant:
Project Number:
Subject Property:
Paul Murphy
14-00900037
400 Montclair Avenue
(See attached location map.)
The Planning and Zoning Commission will hold a public hearing on
Thursday, March 20, 2014 at 7:00 p.m. to consider the request. The
public hearing will be held in the City Hall Council Chambers located at 1101
Texas Avenue, College Station, Texas.
All owners of the subject property and property owners within 200 feet of the
subject property have received notification of this request. Attached is an
excerpt from the Texas Local Government Code concerning replats. No
waiver request has been fi led.
Any request for sign interpretive services for the hearing impaired must be
made 48 hours before the meeting. To make arrangements please call
979.764.3541 or (TDD) 1.800.735.2989.
For additional information regarding this public hearing please contact the
Project Manager with Planning & Development Services at 979. 764.3570.
Jenifer Paz
PROJECT MANAGER
Planning & D1melopment Service.~
P.O. BOX 9960 • 1101 TEXAS AV ENUE •COLLEGE STATION •TEXAS • 77842
TEI.. 979.764.3570 ·FAX. 979.764.34%
cstx.gov/devservices
CITY OF CouEGE STATION
Home of Texas A&M University•
212.005 Approval by Municipality Required
The municipal authority responsible for approving plats must approve a plat
or replat that is required to be prepared under this subchapter and that
satisfies all applicable regulations.
212.014 Replatting Without Vacating Preceding Plat
A replat of a subdivision or part of a subdivision may be recorded and is
controlling over preceding plat without vacation of that plat if the replat:
(1) is signed and acknowledged by only the owners of the property being
replatted.
(2) is approved, after a public hearing on the matter at which parties in
interest and citizens have an opportunity to be heard, by the municipal
authority responsibility for approving plats; and
(3) does not attempt to amend or remove any covenants or restrictions.
212.015 Additional Requirements for Certain Replats
( c) If the proposed replat requires a variance and is protested in accordance
with this subsection, the proposed replat must receive, in order to be
approved, the affirmative vote of at least three-fourths of the members
present of the municipal planning commission or governing body, or both.
For a legal protest, written instruments signed by the owners of at least 20
percent of the area of the lots or land immediately adjoining the area
covered by the proposed replat and extending 200 feet from that area, but
within the original subdivision, must be filed with the municipal planning
commission or governing body, or both, prior to the close of the public
hearing.
Planning & Development Services
P.O. BOX 9960 • l Hll TEXAS AVENUE • COJ.J.F.GE STATION • TI.XAS • 77842
TEL. 979.764.3570 ·FAX. 979.764.3496
cstx.gov/devservices
March 3, 2014
CITY OF COLLEGE STATION
Home ofTexas A&M University•
TO WHOM IT MAY CONCERN:
Re: Consideration of a Replat request for three residential lots on
approximately 0.4 acres for the property located at 400 Montclair Avenue.
NOTICE OF PUBLIC HEARING
This is to notify you that the City of College Station is considering a Replat
request for the following property:
Applicant:
Project Number:
Subject Property:
Paul Murphy
14-00900037
400 Montclair Avenue
(See attached location map.)
The Planning and Zoning Commission will hold a public hearing on
Thursday, March 20, 2014 at 7:00 p.m. to consider the request. The
public hearing will be held in the City Hall Council Chambers located at 1101
Texas Avenue, College Station, Texas.
All owners of the subject property and property owners within 200 feet of the
subject property have received notification of this request. Attached is an
excerpt from the Texas Local Government Code concerning replats. No
waiver request has been filed.
Any request for sign interpretive services for the hearing impaired must be
made 48 hours before the meeting. To make arrangements please call
979.764.3541 or (TDD) 1.800.735.2989.
For additional information regarding this public hearing please contact the
Project Manager with Planning & Development Services at 979. 764.3570.
Jenifer Paz
PROJECT MANAGER
Plauning & Development Ser11ices
P.O. nox 9960 • I]()] TEXAS AVENUE • COi.LEGE STATION • IT:Xt\S • 77842
TEL 979.764.3570 ·FAX. 979.764.3496
cstx.gov/devservices
CITY OF CouJ ~GE STATION
Home of Texas A&M University•
212.005 Approval by Municipality Required
The municipal authority responsible for approving plats must approve a plat
or replat that is required to be prepared under this subchapter and that
satisfies all applicable regulations.
212.014 Replatting Without Vacating Preceding Plat
A replat of a subdivision or part of a subdivision may be recorded and is
controlling over preceding plat without vacation of that plat if the replat:
(1) is signed and acknowledged by only the owners of the property being
replatted.
(2) is approved, after a public hearing on the matter at which parties in
interest and citizens have an opportunity to be heard, by the municipal
authority responsibility for approving plats; and
(3) does not attempt to amend or remove any covenants or restrictions.
212.015 Additional Requirements for Certain Replats
( c) If the proposed rep lat requires a variance and is protested in accordance
with this subsection, the proposed replat must receive, in order to be
approved, the affirmative vote of at least three-fourths of the members
present of the municipal planning commission or governing body, or both.
For a legal protest, written instruments signed by the owners of at least 20
percent of the area of the lots or land immediately adjoining the area
covered by the proposed replat and extending 200 feet from that area, but
within the or iginal subdivision, must be filed with the municipal planning
commission or governing body, or both, prior to the close of the public
hearing.
Planning & D e11elopment Services
P.O. BOX 9960 • l l OJ TEXAS AVENUE •COLI.EGE STAflON • lT.XAS • 77842
TEL 979.764.3570 ·FAX. 979.764.3496
cst><.gov/devservices
Jenifer Paz
From:
Sent:
To:
Cc:
Subject:
Attachments:
Jennifer,
Jerry Cooper [cooper1@cullums.org]
Thursday, March 20, 2014 10:10 AM
Jenifer Paz
Lance Simms; Sherry Mashburn; Jared Donnelly
Please pass on to P&Z members
Montclair 400-1 .JPG; Montclair 400-3.JPG
I would appreciate it if you could share the attached photos with members of the Planning & Zoning
Commission before their meeting tonight.
I just want them to see what the property owner of 400 Montclair will be tearing down when they approve the
replatting into three lots.
While a definite original location as a campus house cannot be determined, it was identified as such by Mrs.
Luther Jones when her husband, one of the first College Station city councilmen, bought it.
Jerry Cooper
The writeup below is from the study of campus houses done by Paul Van Riper in the 1980s.
*400 Montclair, College Station
Erected probably in 1911, as closely similar in design to several houses known to be on the
campus and erected in 1911 (300 Fidelity)
Oscar C. Murphy (resident) owner
Sold probably in 1941-42, based on Brazos County tax records (see "Additions," 1939-43, West
Park, block 5, lots 9, 10 & part of 11)
Identification: Mrs. Luther Jones, wife of person buying house from campus, identified house as a
campus house, Jan. 21, 1986
Style: small sized Queen Anne, once with nee-classical porch pillars
Previous residents on campus: ?
1
Jenifer Paz
From:
Sent:
To:
Cc:
Subject:
Attachments:
Jennifer,
Jerry Cooper ( cooper1@cullums.org]
Thursday, March 20, 2014 10:10 AM
Jenifer Paz
Lance Simms; Sherry Mashburn; Jared Donnelly
Please pass on to P&Z members
Montclair 400-1 .JPG; Montclair 400-3.JPG
I would appreciate it if you could share the attached photos with members of the Planning & Zoning
Commission before their meeting tonight.
I just want them to see what the property owner of 400 Montclair will be tearing down when they approve the
replatting into three lots.
While a definite original location as a campus house cannot be determined, it was identified as such by Mrs.
Luther Jones when her husband, one of the first College Station city councilmen, bought it.
Jerry Cooper
The writeup below is from the study of campus houses done by Paul Van Riper in the 1980s.
*400 Montclair, College Station
Erected probably in 1911, as closely similar in design to several houses known to be on the
campus and erected in 1911 (300 Fidelity)
Oscar C. Murphy (resident) owner
Sold probably in 1941-42, based on Brazos County tax records (see "Additions," 1939-43, West
Park, block 5, lots 9, 10 & part of 11)
Identification: Mrs. Luther Jones, wife of person buying house from campus, identified house as a
campus house, Jan. 21, 1986
Style: small sized Queen Anne, once with neo-classical porch pillars
Previous residents on campus: ?
1
Zoning Districts
R-4
R Rural R-6
E Estate MHP
RS Restricted Sub urban 0
GS Gener al Suburban SC
R · 1B Single Family Residential GC
D Duplex Cl
T Townhouse BP
DEVELOPMENT REVIEW
Multi· F amliy BPI Business Park Industrial
High Density Multi-Family NAP NaturalAreas Protected
Manufactured Ho me Park C-3 Light Commercial
Office M-1 Light Industrial
Suburban Commercial M-2 Heavy Industrial
General Commercial C-U College and University
C ommercia~ Industrial R& D Research and Development
Business Park P-MUD Planned Mixed-Use Development
WEST PARK L9R, 1 OR & 11 R BLK 5 Case:
14-037
PD D Pia nned Development District
WPC Wolf Pen Creek Dev. Corridor
NG-1 CoreNorthgate
NG - 2 Tr ansitiona IN orthgate
NG -3 Residential N orthgate
OV Corridor Overlay
RD D Redevelopment District
KO Krenek Tap Overlay
REPLAT
DEVELOPMENT REVIEW WEST PARK L9R, 10R & 11 R BLK 5 REPLAT