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HomeMy WebLinkAboutDedication of ROW / Joint Development AgreementesoIv 1'0T c / S,d fb 4 1 r e e .-19a✓2 w / Herr/ nye 1 e 45: HAUPT TRACT DEDICATION OF RIGHT OF WAY/ JOINT DEVELOPMENT AGREEMENT Agenda Item: Consider approval of the dedication of a right of way to the City of College Station to facilitate the extension of Deacon Drive, and construction of Towers Parkway, and a Joint Development Agreement related to the dedication. The property is described as follows: right of way for the extension of Deacon Road and the construction of Towers Parkway on the 27.02 acres owned by College Station Independent School District and located adjacent to Holleman Drive South, College Station, Brazos County, Texas. Motion and Resolution: On motion made and seconded, it is herby resolved that: WHEREAS, the College Station Independent School District ( "District ") owns approximately 27.02 acres of real property adjacent to Holleman Drive South, College Station, Brazos County, Texas (the "District Tract "), more particularly described on Exhibit "A," attached hereto and incorporated for all purposes herein; and WHEREAS, Heath Phillips Investments, LLC ( "Phillips ") is the owner of an adjacent tract of land of approximately 108.88 acres known as the Barracks II Subdivision ("Philips Tract "), more particularly described on Exhibit "B," attached hereto and incorporated for all purposes herein; and WHEREAS, Phillips has submitted a Concept Plan ( "Plan ") to the City of College Station and the District has approved that Plan subject to certain caveats set forth in a letter dated May 13, 2011, and addressed to the City Attorney for the City of College Station, said letter and Plan attached hereto as Exhibit "C;" and WHEREAS, the District's use of the District Tract will require certain public infrastructure such as access to sewer, water, and drainage, and the extension of Deacon Road and Towers Parkway ( "Extension "); and WHEREAS, in consideration for certain site development to be performed by Phillips, more particularly described in the Joint Development Agreement ( "JDA ") attached hereto as Exhibit "D," the District has agreed to dedicate the right of way for those portions of Deacon Drive and Towers Parkway that are adjacent to the District Tract; and WHEREAS,in—considerationfor and —as —a— condition precedent to, the — District's dedication of the right of way for those portions of Deacon Drive and Towers Parkway that are adjacent to the District Tract, Phillips has agreed to perform and construct certain site development work on the Phillips Tract or otherwise on the dedicated right of way, as more further described in the JDA; and WHEREAS, the Extension will be constructed as part of Phase 1 of the Phillips development as illustrated on the Final Plat attached hereto as Exhibit "E "; and Agenda Item Page 1 P: \Gentry\CSISD Haupt 21223 \Board of Trustees\Agenda Item Haupt Dedication 071211v2.doc WHEREAS, CSISD, and the City are governmental entities/ political subdivisions of the state of Texas; and WHEREAS, the dedication of right of way as referenced herein is in conformity with the development ordinances of the City of College Station; and WHEREAS, pursuant to Texas Local Government Code Section 272.001, the District may convey real property to governmental entities with the power of eminent domain, such as the City, without following the notice and bidding procedures set forth in Section 272.001, so long as the sale is for fair market value; and WHEREAS, the consideration to be received by CSISD is greater than the fair market value of the right of way to be conveyed. Now therefore, the Board of Trustees of College Station Independent School District ( "Board ") makes the following resolutions: 1. RESOLVED, that the benefit of the Extension and the access to the infrastructure provided by Phillips is necessary to the District's use of the District Tract. 2. RESOLVED, that the Board approves and ratifies the terms and conditions of the proposed Dedication to the City. 3. RESOLVED, oint Develo m nt Agreement, and otheradocumentsrnecessary to 1 pro p osed J P accomplish the Dedication. 4. RESOLVED, the Board authorizes the Board President, to execute and deliver the Joint Development Agreement, execute any other documents necessary to accomplish the Dedication, and do all things necessary to convey the described property to the City and receive consideration for the agreement to make the Dedication. Name: vZ,, CC�j�c -p-- Title: e'OJ•Q-O P o a.1T Date: ,�?''� Agenda Item P: \Gentry\CSISD Haupt 21223 \Board of Trustees\Agenda Item Haupt Dedication 071211.doc Page 2 Exhibit "A" 27.02 Acres EXHIBIT A Page l of • 1- EXHIBIT Page 0 of '- FIELD NOTES 27.017 ACRES OUT OF THE L. M. HAUPT, JR., ET UX CALLED 136.063 ACRE TRACT VOLUME 171, PAGE 392 CRAWFORD BURNETT LEAGUE, A -7 COLLEGE STATION, BRAZOS COUNTY, TEXAS NOVEMBER 30, 2009 All that certain lot, tract or parcel of land being 27.017 acres situated in the CRAWFORD BURNETT LEAGUE, Abstract No. 7, Brazos County, Texas, and being a part of that certain Called 136.063 acre tract described in deed from P. D. Gandy and wife, Ruby L. Gandy to L. M. Haupt, Jr. and wife, Stella Geren Haupt of record in Volume 171, Page 392, of the Deed Records of Brazos County, Texas, said 27.017 acre tract being more particularly described by metes and bounds as follows: BEGINNING at a 6" Fence Post found in the northeast right -of -way line of Jones - Butler Road for the most southerly comer, sald comer being the most southerly comer of said Called 136.063 acre tract and also being the most westerly corner of the remainder of the Oak Creek, L.L.P. Called 58.52 acre tract of record In Volume 4030, Page 98; THENCE N 22 ° 02 ' 36 " W, along the northeast right -of -way line of said Jones - Butler Road and the southwest line of said Called 136.063 acre tract a distance of 1099.40 feet to a Iron Rod with Cap set for the most westerly comer, a %z Iron Rod with Cap found for the most westerly corner of said Called 136.063 acre tract bears N 22 ° 02 ' 36 " W a distance of 412.76 feet; THENCE N 67 ° 57' 24 " E, a distance of 30.22 feet to a %" Iron Rod with Cap set for the beginning of a curve; THENCE along said curve in a counterclockwise direction having an arc length of 204.64 feet, a radius of 468.50 feet, a chord bearing of N 55 ° 26' 37 " E, a chord length of 203.01 feet, and a delta angle of 25 ° 01 ' 34 " to a W Iron Rod with Cap set for the point of tangency of said curve; THENCE N 42 ° 55' 51 " E, a distance of 803.46 feet to a'/" Iron Rod with Cap set for the most northerly corner; THENCE S 47 ° 43' 18 " E, a distance of 898.64 feet to ail? Iron Rod with Cap set for the most easterly corner, said corner being located in a southeast line of said Called 136.063 acre tract and a northwest line of the Henry Mayo, et ux, Called 23.00 acre tract of record in Volume 1253, Page 878, a W Iron Rod with Cap set for an interior ell comer of said Called 136.063 acre tract bears N 41 ° 22 ' 32 " E a distance of 801.63 feet; THENCE S 41 ° 22' 32 " W, along the southeast line of said Called 136.063 acre tract, the northwest line of said Called 23.00 acre tract, and the northwest line of the remainder of said Called 58.52 acre tract a distance-of-1504:90-feet-to-the-PLACE-OF-BEGINNING-AND CO AREA OF 27:017 ACRES OF LANDNIOREOR LESS, according to a survey performed November 17, 2009, under the supervision of H. Curtis Strong, Registered Professional Land Surveyor No. 4961. For north orientation and other information, see accompanying plat. Exhibit "B" 108.88 Acres METES AND BOUNDS: DESCRIPTION OF A 108.88 ACRE TRACT CRAWFORD BURNETT LEAGUE, A -7 COLLEGE STATION, BRAZOS COUNTY, TEXAS EXHIBIT Pa METES AND BOUNDS DESCRIPTION OF ALL THAT CERTAIN TRACT OR PARCEL OF. LAND LYING AND BEING SITUATED IN THE CRAWFORD BURNETT LEAGUE, ABSTRACT NO. 7, COLLEGE STATION, BRAZOS COUNTY, TEXAS. SAID TRACT BEING THE REMAINDER OF A CALLED 136.063 ACRE TRACT AS DESCRIBED BY A DEED TO L. M. HAUPT, JR. AND WIFE, STELLA GEREN HAUPT RECORDED IN VOLUME 171, PAGE 392 OF THE DEED RECORDS OF BRAZOS COUNTY, TEXAS, AND THE REMAINDER OF A CALLED 3.3 ACRE TRACT AS DESCRIBED BY A DEED TO LEWIS M. HAUPT, JR.`RECORDED IN VOLUME 293, PAGE 788 OF THE DEED RECORDS OF BRAZOS COUNTY, TEXAS. SAID . TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT A 'A INCH IRON ROD FOUND ON THE SOUTHWEST LINE OF OLD WELLBORN ROAD MARKING THE EAST CORNER OF SAID REMAINDER OF 136.063 ACRE TRACT AND TIE NORTH CORNER OF A CALLED 12.40 ACRE TRACT AS DESCRIBED BY A DEED TO OSAGE, LTD. RECORDED IN VOLUME 1130, PAGE 570 OF THE OFFICIAL RECORDS OF BRAZOS COUNTY, TEXAS; THENCE: S 41° 12'34" W ALONG THE COMMON LINE OF SAID REMAINDER OF 136.063 ACRE TRACT AND SAID 12.40 ACRE TRACT FOR DISTANCE OF 517.37 FEET TO A 3/8 INCH IRON' ROD FOUND MARKING THE WEST CORNER OF SAID 12:40 ACRE TRACT AND THE NORTH CORNER OF THE REMAINDER OF A CALLED 8:833 ACRE TRACT AS DESCRIBED BY A DEED TO GREENS PRAIRIE INVESTORS, LTD. RECORDED IN VOLUME 8413, PAGE 22 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS; THENCE: S 41° 55' 50" W ALONG THE COMMON LINE OF SAID REMAINDER OF 136.063 ACRE TRACT AND SAID OF 8.833 ACRE TRACT FORA DISTANCE OF 429.64 FEET TO A'' /2INCHIRONROD FOUND MARKING THE COMMON CORNER OF SAID REMAINDER OF 8:833 ACRE TRACT AND THE REMAINDER OF A CALLED 3:0 ACRE TRACT AS DESCRIBED BY A DEED TO GREENS PRAIRIE INVESTORS, LTD. RECORDED IN VOLUME 8513, PAGE 276 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS; !HENCE: S 41° 18' 46" W ALONG THE COMMON LINE OF SAID REMAINDER OF 136.063 ACRE TRACT AND SAID REMAINDER OF 3:0. ACRE TRACT FORADISTANCE:OF.124.14 FEET TO .A'/ INCH IRON ROD FOUND MARKING THE NORTH CORNER OF WILLIAMSGATE SUBDIVISION, PHASE 1, ACCORDING TO THE PLAT' RECORDED IN VOLUME 7705, PAGE 206 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS; THENCE: S 41° 30' 18 W ALONG THE COMMON LINE OF SAID REMAINDER OF 136:063 ACRE TRACT AND WILLIAMSGATE SUBDIVISION, PHASE 1, AND THE REMAINDER OF A CALLED 20.25 ACRE TRACT AS DESCRIBED BY ADEED TO ROBBIE.ROBINSON, LTD. RECORDED IN VOLUME 6446, PAGE 92 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS, FOR A DISTANCE OF 637.46 FEET TO A %2 INCH IRON ROD FOUND MARKING AN EASTERLY CORNER OF A CALLED 22:97 ACRE TRACT AS DESCRIBED BY A DEED TO CHARLES 1. TURNER AND MARYE. TURNER RECORDED 114 VOLUME 3331, . PAGE -6i -OF -THE OFFIC -I-A - PUBL -IC- REGORDS- OF- BRAZOS- GOUN-T-Y- TEAS; THENCE: N 49° 58' 35" W ALONG THE COMMON LINE OF SAID REMAINDER OF B6.063 ACRE TRACT AND SAID 22.97 ACRE TRACT FOR A DISTANCE OF 562.09 FEET TO A 'A INCH IRON ROD FOUND MARKING THE NORTH CORNER OF SAID 22.97 ACRE TRACT; THENCE: S 41° 21' 39" W CONTINUING ALONG THE COMMON LINE OF SAID REMAINDER OF 136.063 ACRE TRACT AND SAID 22.97 ACRE TRACT FOR A DISTANCE OF 801.59 FEET TO A ''V2 INCH IRON ROD FOUND ON THE NORTHWEST LINE OF A CALLED 23.00 ACRE TRACT DESCRIBED AS TRACT 2 BY A DEED TO HENRY P. MAYO AND WIFE, SANDRA K. MAYO RECORDED IN VOLUME 1253, PAGE 878 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS, MARKING THE EAST CORNER OF A. CALLED 27 017 ACRE TRACT DIVIDED OUT OF SAID REMAINDER OF 136.063 ACRE TRACT, SAID 27.017 ACRE TRACT NOT YET FI PD OF RECORD AT THE TIME OF THIS DESCRIPTION; I HENCE: THROUGH SAID REMAINDER OF 136.063 ACRE TRACT AND ALONG THE NORTHEAST AND NORTHWEST LINES OF SAID 27.017 ACRE TRACT FOR THE FOLLOWING CALLS: N 47° 43' 18" W FOR A DISTANCE OF 898.64 FEET TO A' /z INCH IRON ROD FOUND; S.42° 56' 01" W FOR A DISTANCE OF 803.33 FEET TO A' /z INCH IRON ROD FOUND MARKING THE BEGINNING OF A CLOCKWISE CURVE HAVING A RADIUS OF 468.50 FEET; ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 25° 02' 43" FOR AN ARC DISTANCE OF 204.79 FEET (CHORD BEARS; S 55° 26' 04" W — 203.17 FEET) TO A % INCH IRON ROD FOUND MARKING THE ENDING POINT OF SAID CURVE; S 67 52' 33" W FOR A DISTANCE OF 3024 FEET TO A '/ INCH IRON 'ROD FOUND ON THE NORTHEAST LINE OF JONES BUTLER ROAD MARKING THE SOUTHWEST CORNER OF THIS HEREIN TRACT; THENCE: N22° 02' 42" W ALONG THE NORTHEAST LINE OF JONES BUTLER ROAD, SAME. BEING THE SOUTHWEST LINE OF SAID REMAINDER OF 3.3 ACRE TRACT, : FORA DISTANCE OF 412.84 FEET TO A'''A INCH IRON ROD FOUND MARKING THE COMMON CORNER OF SAID REMAINDER OF 3.3 ACRE TRACT AND ACALLED 29.175 ACRE TRACT AS DESCRIBED BY A DEED TO JOHN WHEELERBARGER, TRUSTEE, RECORDED IN VOLUME 7583, PAGE 90 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, . TEXAS; THENCE: 'N 42° 14' 17" E ALONG THE COMMON LINE OF SAID REMAINDER OF. 33 ACRE TRACT AND SAID REMAINDER OF 136.063 ACRE TRACT AND SAID 29.175 ACRE TRACT FORA DISTANCE OF 3402.74 FEET TO A.6 INCH FENCE CORNER POST FOUND ON THE. SOUTHWEST LINE OF OLD WELLBORN ROAD. MARKING THE E NORTH CORNER OF THIS HEREIN DESCRIBED TRACT; THENCE: S 47° 04' 17" E ALONG THE SOUTHWEST LINE OF OLD WELLBORN ROAD FORA DISTANCE OF 1867.58 FEET TO THE POINT OF BEGINNING CONTAINING 108.88 ACRES OF LAND, MORE OR LESS, AS SURVEYED ON THE GROUND MARCH 2010. . SEE PLAT PREPARED MARCH 2010, FOR MORE DESCRIPTIVE INFFORMATION..BEA1UNG SYSTEM. SHOWN HEREIN IS BASED ON GRID NORTH AS ESTABLISHED FROM GPS OBSERVATION. BRAD KERR REGISTERED PROFESSIONAL LAND SURVEYOR No. 4502 D:/ W ORK/MAB/ 10- 024.MAB 2 oa' ',.....As caos !- 1 e� °.y ,, r 08:1;:0 4 ..n c CG cn6CCn Gn.\ " AD R ' ciosesrr- nonacayneno J/ I t ti . nCrG' 1,nF[ ° ` ice EXHIBIT 15 Page of a Exhibit "C" Concept Plan yp as tRA crypt' 4 12 Nd 4 1 1 1 1 1 1 1 1 1 1 1 1 1 1 4 1 1 1 1 l alfNa 749]tla t 1 1 t 1 1 1 t 1 1 1 1 1 t 1 t 1 1 t 1 1 1 M 1 1 1 1 1 4 1 1 1 1 1 1 1 t 1 a�1 a-O L_ 11 • I atlas Na011113/1 ala qat .; at:1' fG114C�1 nuum • Mal IIvUWUI: IL.1[IUIUUI BEIM gala Make t!1 u ) I F �N III e, g IIIIIWIIIG Is 2 ^r cm AVANatld rs3N39 Clll Illllllllllllll) LLl1U EX BIT Page__o ER g -ii 1 5 n Nat t if l ia e gu if 1 gliifllf inn Mill 5 1 ..... III 1 i 8 ; H ;1113 i v H 11 1 t il l• l it! 1 I illillb 4. !LI' w ili 11 ril I di ! is i /a',1 iliiIIP.I' P. IMP11111.34 lli :ti x , 1 , 9. —dip! Piiii ,iii lihlowi lip 111111111 1 r g 14 a 1 ,...,; 1114 ! 2.1. ill! f lil p it 1 , 1, f .f f p ,1, U i , Li d 8 11 !pi l'' Iiii-1! . !II id; pi 101;111 1 Ilix 4 i 1 15 a'ij 111 l i j ils 1411 1 1 PI Milli hii di.,./.1 e . L ; ! 1, it fl,ip 1 it itiitii : i 1,1 Hittr qii ith Oil 1. 11 2 r 41 PHLI lit! 11 I 11 I 1 114 iiiiiti 1111 1 11 ,i11"1, 1111,12 i IIIL ' illrl1"1101 ZEI'lloi i tii,11.1151. 4 hi . i 1 1101 z14111:-4F,,s,. WU IkIHDNOD THE BARRACKS SUBDIVISION tE47 • aNWOv CCW3G0ISTATEC0001.671:0060intIMed9 ADGIPT APIIP011 ' i 1 411 i/ 5! il i I, , 6 qii 1 i! Ill t 1 a.!“ i 0 Ili 1 8 3 14 11 1.3 . iii . a 1 ig s 8'0 1'0.0 1 ' 1 i 1 PO 4E l 'i 11 /Li t 4 .1 I illi 11 Afr 1 1 l 11/1:: li q i pc:v. ii 1 14 11 — 1 '1 . 4'1 1 1 1 ii. 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'... hill' PW IC 110.111Ct I I I - __ 11111iii1111111111111111 III I P II I III 11 I. ) ...., . uo II MI 1 1 ---- - 1 VU '' 1 E I F a -.- 1 , A F el TM lig ; 1 171, I ...If a on u as A E , X : L.- -- 1111.11 LLi III- __ -------- ... _... ___ --- _ r ____ ! — ..i...._ 1.,41 11111 OW AL 177777771 ---- r --- 1 ---- I I I I 1 I 1,113 1.1'1 ---- .ig ---- - - .1 rn, __ 1 .co. — ---- 1 4 _ ." 1/4, w'reelya iggk 11WIRI _ c - I E so OWN _ A n ft' 1 1 11 0 P a 11 1 q EXHIBIT .2 i Page 2, of 5 41 ml g 014 Hai / ATTORNEYS STEVEN N. ALLBRITTON ROY D. BRANTLEY* COURTNEY S. CAIN TERRANCE D. DILL JR. PATRICK W. FOGARTY MICHAEL H. GENTRY'* JENNIFER D. JASPER KEITH L. KRUEGER **' DAVID T. POLING BAIL! B. RHODES WELDON RUSSELL JOHN C. WEBB, JR. GAINES WEST WEST, WEBB, ALLBRITTON & GENTRY A PROFESSIONAL CORPORATION — Established in 1982 — May 13, 2011 Via Hand Delivery and Email crobinson a(7.cstx.gov Carla A. Robinson City Attorney, City of College Station Legal Department 1101 Texas Ave. College Station, TX 77840 Re: Development: The Barracks Development Owner /Developer: Heath Phillips Development, LLC Engineer: Philips Engineering Property: 108.88 Acres Dear Carla: Barrack Development Ltr 5- 13- 11.doc 1515 EMERALD PLAZA COLLEGE STATION, TEXAS 77845 -1515 TELEPHONE: (979) 894 -7000 TELECOPIER: (079) 894 -8000 WEB SITE: http: //www.westwebblew.com *BOARD CERTIFIED PERSONAL INJURY TRIAL LAW TEXAS BOARD OF LEGAL SPECIALIZATION "BOARD CERTIFIED COMMERCIAL REAL ESTATE LAW TEXAS BOARD OF LEGAL SPECIALIZATION •*" LICENSED TO PRACTICE BEFORE THE UNITED STATES PATENT AND TRADEMARK OFFICE t BOARD CERTIFIED ESTATE PLANNING AND PROBATE LAW TEXAS BOARD OF LEGAL SPECIALIZATION Writer's a -mail: mike.gentry©westwebblew.com The College Station Independent School District ( "District ") owns approximately 27.017 acres of land near the intersection of Rock Prairie Road West and what will be known as Holleman Drive South. The Developer, as defined above, owns approximately 108.88 acres that is contiguous with the District property on two sides, and the District's property and the Developer's property was all one parcel that was recently divided by the District's and the Developer's purchases of their respective tracts. I have attached a copy of a Concept Plan ( "Plan ") that has been prepared by the Developer for purposes of submittals to the City of College - Station - ("City"). -As-a- poi nt- of- information ghe- attached- P -lan- is- signifcantly_differ-ent -that the plan that l delivered to you on October 10, 2010. The Developer has requested that the District evidence its support of the Plan because the Plan involves the dedication of road rights of way out of land owned by the District. The road will be constructed by the Developer, but the Plan proposes that the District dedicate 100% of the right of way by plat. EXHIBIT C Carla A. Robinson May 13, 2011 Page 2 This letter will evidence the District's support of the Plan with certain caveats as described herein. First, even though the District has reviewed the Plan with the Developer, the Board of Trustees has not approved the Plan and its associated details. The District's support of the Plan is entirely subject to the approval of the Board of Trustees. In that regard, it is contemplated by the District that there will be a development agreement that will have to be negotiated and approved by the District, the Developer, and very likely by the City. No such agreement has been drafted, and like the Plan, the development agreement will require approval of the Board of Trustees. With those caveats in mind, the District anticipates that the Plan will be acceptable to the District for the following purposes: The Developer has proposed to construct the roads and associated utility infrastructure (sidewalks, water, sewer and storm drainage) in consideration for the District's dedication of the associated right of way. The sizing of the road and infrastructure will have to be approved by both the District and the City to ensure that they will provide the necessary services for future school purposes. Please note that the District is attempting to work with the Developer for the joint development of roads and associated infrastructure in a way that will be in the best interest of the District. Accordingly, the District is hereby advising the City of the District's general support for the Plan, subject of course to final Board of Trustees approval and other caveats set forth herein. Please contact me if you have any questions or require further clarification. Sincer -ly, Michael H. Gentry Enclosure cc: Clark Ealy cealy@csisd.orq Eddie Coulson ecoulson a(�csisd.orq KentLaza klaza PPhillipsengineeringbcs - com Heath Phillips heath superiorstructures(yahoo.com Wallace Philips wallace.phillips @verizon,net Barrack Development Ltr 5- 13- 11.doc EXHIBIT C Page 4 of 5 Carla A. Robinson May 13, 2011 Page 3 Barrack Development Ltr 5- 13- 11.doc EXHIBIT Page 5 of 5 Exhibit "D" Joint Development Agreement JOINT DEVELOPMENT AGREEMENT THIS JOINT DEVELOPMENT AGREEMENT (this "Agreement ") is entered into effective , between Heath Phillips Investments, LLC a Texas limited liability company ( "Phillips "), and College Station Independent School District, a Texas political subdivision ( "District "). Phillips, and District desire to enter into this Agreement for the purpose of allocating certain obligations and costs associated with the development of their respective properties. Phillips and District are sometimes referred to in this Agreement individually as a "Party" and collectively as the "Parties ". The following recitals are a material part of this Agreement: RECITALS: A. Whereas, Philips owns the following real property located in the City of College Station, Brazos County, Texas as more fully described in Exhibit A attached hereto and made a part hereof (the "Phillips Tract "). B. Whereas, District owns the following real property located in the City of College Station, Brazos County, Texas as more fully described in Exhibit B attached hereto and made a part hereof (the "District Tract "). C. Whereas, Philips has submitted a Concept Plan ( "Plan ") to the City of College Station and the District has approved that Plan subject to certain caveats set forth in a letter dated May 13, 2011, and addressed to the City Attorney for the City of College Station, said letter and Plan attached hereto as Exhibit C. D. Whereas, in consideration for the site development to be performed by Philips as herein described, the District has agreed to dedicate the right of way for those portions of Deacon Drive and Towers Parkway that are adjacent to the District Tract. E. Whereas, in consideration for, and as a condition precedent to,the District's dedication of the right of way for those portions of Deacon Drive and Towers Parkway that are adjacent to the District Tract, Philips has agreed to perform and construct certain site development work on the Phillips Tract or otherwise on the dedicated right of way, said site development work more fully described herein. F. Whereas, by resolution adopted by the Board of Trustees of the District on the District has determined that this Agreement is in the best interest of the District and the performance of the obligations of the District as herein described are in full compliance with applicable law. G. Whereas, these recitals form a part of this Agreement and shall be binding on the Parties. H. Whereas, the Parties desire to enter into a binding agreement whereby the Parties shall share the cost of developing and maintaining certain aspects of their Tracts (as defined below) in the manner provided below. NOW, THEREFORE, in consideration of the mutual agreements and covenants set forth in this Agreement, for the benefits received by the Parties, the mutual promises herein expressed, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: AGREEMENT I. DEFINITIONS 1.1 Unless the context otherwise requires, and in addition to the terms defined elsewhere in this Agreement, the following words and phrases when used in this Agreement will have the following meanings: "Agreement" shall mean this development agreement. (a) "City" shall mean the City of College Station, Texas. (b) "Force Majeure" means fire, earthquake, explosion, flood, hurricane, the elements, acts of God or the public enemy, actions, inactions, delays, restrictions, limitation, or interference of governmental or quasi - Joint Development Agreement - Final 7 - 12 - 11 a(I-IIBj T Page P y &1 � 13 P governmental authorities or agents, delay in issuance of permits by any applicable Governmental Authority (despite use of good faith efforts by the party experiencing the delay to timely obtain such permits) war, invasion, insurrection, rebellion, riots, strikes or lockouts, inability to obtain necessary materials, goods, equipment, services, permits, utilities or labor, accident, breakage, or any other cause, where similar or dissimilar to the foregoing, that is beyond the reasonable control of a Party (other than financial reasons). The use of this defined term herein shall not operate to excuse any party from the prompt payment of any monies required by this Agreement. (c) "Governmental Authority" means any governmental authority which has jurisdiction over the Parties or the Tracts. (d) "Right of Way" means collectively the Towers Right of Way and the Deacon Right of Way: (1) 'Towers Right of Way" means the right of way for Towers Parkway which shall be sixty seven feet (67') in width and shall extend from the southeast corner of the District Tract to the northeast corner of the District Tract, all as shown on the Plan. (ii) "Deacon Right of Way" means the right of way for Deacon Drive which shall be eighty five feet (85') in width and shall extend from the northeast corner of the District Tract to the northwest corner of the District Tract. (e) "Site Development Work" means collectively the following site development work: (1) "Deacon Drive" means the portion of the proposed extension of Deacon Drive to be located in the Deacon Right of Way. (ii) "Towers Parkway" the portion of the proposed Towers Parkway extension in the Towers Right of Way. (iii) "Sewer Line" means a sanitary sewer line no less than eight (8) inches in diameter to be installed in the Deacon Right of Way and providing for man hole access to the District Tract. (iv) "Water Line" means a water line no less than twelve (12) inches in diameter to be installed in the Deacon Right of Way. (v) "Drainage Facilities" means stormwater drainage, and /or detention facilities to be located fully on the Phillips Tract for the capture of stormwater runoff from the District's Tract under pre - development conditions. Runoff rates shall be computed using methodologies approved by the City of College Station. (vi) "Conduit Lines" means the conduit lines to facilitate the installation of telephone lines, cable and fiber optic lines and other related lines for use by Phillips or the District and to be located in the Deacon Right of Way and the Towers Right of Way. (f) "Tracts" means the Phillips Tract, and the District Tract. "Tract" means any one of the Tracts. II. PROCEDURES FOR CONSTRUCTION AND DEDICATION 271 Plat-Submission,-Dedication and Construction (a) In accordance with the plan of development as determined by Phillips and approved by the City, Phillips shall prepare plats for each phase of the development. (b) The District will sign the plat and associated applications so long as they are in compliance with this Agreement and have been approved by the City. Without limiting the foregoing, the plats must require construction of the Site Development Work applicable to that portion of the Tracts that are being platted. Further, prior to the recording of the plats Phillips must either (i) complete all Site Development Work applicable to that phase of the development and such Site Development Work must have been approved by the City, or (ii) post with the City a bond securing the performance and payment of the construction of all public infrastructure, including without limitation all applicable Site Development Work, as shown on the applicable plat. EXHIBIT I Joint Development Agreement - Final 7 -12 -11 page a Pag8f2 of 13 (c) It is acknowledged that signing the plat will accomplish the dedication of the applicable Right of Way, but both Parties agree that if the City imposes additional requirements for the dedication of any Right of Way, the Parties will cooperate in complying with the City's requirements. (d) Phillips does hereby expressly promise, agree and covenant to construct the Site Development Work for each applicable phase of construction within one (1) year after the date that the District signs the plat. 2.2 Statement of Intent. The Parties to this Agreement are entering into this Agreement on the assumption that the following statements of fact accurately reflect the reality of the development process of the Tracts, and this agreement of the Parties forms a part of the consideration for their respective obligations under this Agreement: (a) The first phase to be developed by Phillips will be Phase 100 as shown on the Preliminary Plan submitted to the City in May 2011, and Phase 100 will include the construction of Deacon Drive, the Sewer Line, the Water Line, the Drainage Facilities necessary for Phase 100 and the Conduit Line in Deacon Drive. (b) The District does not have presently formulated plans to improve or develop the District Tract, and no time schedule has been established for the development of the District Tract. (c) It is reasonably anticipated that the last phase to be developed by Phillips that includes a portion of Towers Parkway will be Phase 202. (d) Although not anticipated by the Parties, it is possible that the District will be ready to improve or develop the District Tract prior to the platting of Phases 200, 201 or 202 and construction of each associated segment of Towers Parkway. 2.3 Change in Development Schedule. If the District is prepared to develop its Tract prior to the construction of Towers Parkway by Phillips, the District shall give Phillips written notice of such plans. Further, in the event that the District is ready to develop its Tract prior to the construction of Towers Parkway by Phillips, and in the event that the City requires that in order for the District to develop its Tract the District must construct Towers Parkway, then Phillips will cooperate with the District in the submission of a revised preliminary plan and final plat that relocates Towers Parkway onto the Phillips Tract, and Phillips will dedicate the right of way necessary for the construction of Towers Parkway. In the event that the City disapproves the revised preliminary plan and /or the associated plat so that the Towers Parkway right of way is required to be taken out of the District Tract, then Phillips shall pay the District for fifty percent (50 %) of the cost of constructing Towers Parkway. The District will give Phillips written notice of the requirement that Phillips make such payment, and such notice shall include copies of the plans and specifications for the construction of Towers Parkway along with the bidding information applicable to the District's contracting process. District shall deliver or cause to be delivered to the Phillips, within sixty (60) days after completion of the applicable portion of Towers Parkway, a (i) "Request for Reimbursement" (a "Reimbursement Request ") (A) setting forth the amount of the reimbursement requested (the "Requested Amount "), (B) setting forth the nature of the costs or expenses to be reimbursed, and (C) containing District's written certification that the funds requested were used to pay the cited costs and expenses, and (ii) a copy of all draw requests (the "Draw Requests ") from the District's general contractor (the "Contractor") itemizing in detail all costs for which payment is requested. Phillips shall pay the Requested Amount within sixty (60) days of receipt of the Reimbursement Request. In the event that Phillips fails to timely pay the Requested Amount, the unpaid portion of the Requested Amount shall bear interest at the highest rater permitted by law, and the District shall have a lien on all of Phases 200, 201 and 202 of the Phillips Tract. 3.1 Site - Development - Obligation III. SITE DEVELOPMENT AND RIGHT OF WAY STANDARDS (a) Except as otherwise set forth herein, each Party shall be responsible, at its sole cost and expense, for obtaining, connecting, installing, repairing and maintaining all utility lines, connections and facilities exclusively serving their respective Tract and shall pay all impact, connection and tap -in fees, sewer service charges and charges for gas, electricity, telephone and other communication services and all other utilities and similar services rendered or supplied to their respective Tract, or other similar charges levied or charged against, or in connection with, their Tract. (b) It is the intent of the Parties that each Party shall be solely responsible for constructing the sidewalks, signage, landscaping, lighting and irrigation in the applicable Right of Way on their respective sides of Deacon Drive and Towers Parkway. Notwithstanding the foregoing, in no event shall the District be obligated to Joint Development Agreement - Final ? - 12 - 11 EXHIBIT Page 3 of 13 1J Page 3 of a a- construct sidewalks, signage, landscaping, lighting. or irrigation until such time that the District is prepared to construct building improvements on the District's Tract or otherwise develop the District Tract. The District has requested of the City that the construction of sidewalks, signage, landscaping, lighting or irrigation on its side of Deacon Drive and Towers Parkway (District Right of Way Improvements ") be delayed until such time that the District is prepared to develop the District Tract. The District hereby acknowledges that the District will (at such time that the District is prepared to Develop its Tract) construct the District Right of Way Improvements, and the District does hereby acknowledge that its agreement to construct the District Right of Way Improvements is made prior to the dedication of any of the right of way and is in furtherance of the District's compliance with the terms of this Agreement and with the general development ordinances of the City. 3.2 Plans, Specifications and Schedules. Philips shall cause plans, specifications and schedules for the Site Development Work to be prepared and submitted to the District for its review at least ten (10) days prior to the commencement of construction of any portion of the Site Development Work, and in any event, within three (3) days following a request by the District for a copy of any applicable plans, specifications and schedules. 3.3 Standards. Any Site Development Work shall be constructed, and any alteration, renovation, repair, refurbishment or other work with regard thereto shall be performed, in accordance with the following standards ( "Construction Standards "): (a) All such construction or work shall be performed in a good and workmanlike manner in accordance with good industry practice for the type of work in question. (b) All such construction or work shall be performed and completed in accordance with the plans, specifications and schedules approved by the City of College Station. (c) All such construction or work shall be done in compliance with all applicable deed restrictions, building codes, ordinances and other laws or regulations of Governmental Authorities. (d) No construction or work shall be commenced until all licenses, permits and authorizations required by the City of College Station are obtained. (e) All costs related to the construction of the Site Development Work shall be paid by Phillips; subject, however, to the provisions of Section 2.3 which would apply in the event of a change of circumstances as therein described. (f) The Parties agree that any necessary lateral lines extending to an individual Tract shall be the sole responsibility of each Party and shall be installed at such Tract owner's sole cost and expense. (g) All easements set forth herein shall be included on the plat of the Tracts. (h) Phillips shall have obtained and shall maintain in force and effect the insurance coverage required with respect to the type of construction or work in question. (1) After commencement, such construction or work shall be prosecuted with due diligence to its completion. IV. CONSTRUCTION EASEMENT 4.1 The District hereby grants and conveys to Phillips a temporary construction easement over its respective Tract only to the extent reasonably necessary for accomplishing the directives in this section and Agreement, but in no event shall such easement exceed fifteen feet (15') beyond the boundary of any Right of Way (the "Construction Easement "). The Construction Easement is for the benefit of, and may be used by, the owners of -1 hlll'ips- and - their - agents only for the pinposees describedlteLeir subject - to - all - matters - set forth- herein -and the Construction Easement is appurtenant to the Phillips's Tract. The Construction Easement shall be for the purpose of enabling Phillips to install and construct the improvements set forth hereinabove. Phillips shall only use as much of the surface area of the District Tract as is necessary to install and construct the Site Development Work, and in no event shall Philips use the District Tract for storage or staging of equipment or supplies other than the equipment and supplies immediately necessary for the construction of the Site Development Work. Phillips shall promptly clean up and remove all trash and debris and repair other damage caused by said construction or the exercise of Philips's other rights granted hereunder. PHILLIPS HEREBY INDEMNIFIES AND AGREES TO HOLD THE DISTRICT HARMLESS FROM ANY AND ALL LIABILITY, DAMAGE, EXPENSE, CAUSES OF ACTION, SUITS, CLAIMS OR JUDGMENTS ARISING FROM INJURY TO PERSON OR PROPERTY OCCURRING AS A RESULT OF PHILLIPS'S USE OF THE CONSTRUCTION EASEMENT, EXHIBIT of a •c. Page 4 of 13 Page Joint Development Agreement - Final 7 - 12 - 11 EXCEPT TO THE EXTENT CAUSED BY THE NEGLECT OF THE DISTRICT, ITS AGENTS, REPRESENTATIVES OR CONTRACTORS. The Construction Easement, and the rights and appurtenances thereto as described herein, shall automatically terminate and be of no further force and effect at such time as the construction of the improvements set forth hereinabove are complete. 4.2 Development Easements. If reasonably necessary, the Parties agree to negotiate in good faith to reach an agreement to provide public and private access easements, utility easements and other rights over their respective Tracts as may be reasonably required for the other's development of its Tract, including negotiating in good faith on the location of such easements in order to allow maximize flexibility in developing each Parties' Tracts in a commercially reasonable manner. V.INSURANCE AND INDEMNITY 5.1 Insurance. Phillips's contractor shall carry commercial general liability insurance in an amount of at least $1,000,000 per occurrence, naming Phillips and District as an additional insured. Philips shall maintain commercial general lability insurance in an amount of at least $1,000,000 per occurrence, naming District as additional insured. 5.2 Indemnity. Philips agrees to defend, indemnify and save District, and its trustees, officers, employees, agents and representatives, completely harmless in respect of any action, cause of action, suit, debt, cost, expense, claim or demand whatsoever brought by any third person whomsoever, at law or in equity, in connection with or related to the performance by Philips of any and all of its obligations under this Agreement, including, without limitation, any damage or injury whatsoever to any employees or other person or property arising out of the breach of any terms in this Agreement by Phillips or the use of any assets of Philips relating to the work detailed hereinabove, which indemnity shall continue notwithstanding the termination of this Agreement with respect to any act or occurrence preceding such termination; provided, however, in no event shall the indemnity provided under this subsection extend to any action, cause of action, suit, debt, cost, expense, claim or demand caused by or arising from (and only after a determination of) negligence or breach of any express provision of this Agreement by the District or any of its employees, servants, agents, subcontractors or other persons for whom it is legally responsible. VI. REPRESENTATIONS, COVENANTS AND WARRANTIES 6.1 Philips makes the following covenants, representations and warranties to the District. Each representation and warranty shall survive the execution of this Agreement: (a) Status. Philips is a limited liability company formed under the laws of the State of Texas. The manager and/or members of Phillips have authorized Philips to enter into this Agreement and the parties executing same have the full authority and power to execute and deliver this Agreement to bind Philips, consummate the transactions contemplated hereby, and to perform its obligations hereunder. (b) Violations of Agreement. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will violate, conflict with or result in the breach of any term or provision of, or constitute a default under Philips's Company Agreement, or any statute, order, judgment, writ, injunction, decree, license, permit, rule or regulation of any court or any governmental or regulatory body, or any agreement to which Philips is a party or by which it is bound. 6.2 The District makes the following covenants, representations and warranties to Phillips. Each representation and warranty shall survive the execution of Agreement. (a) Status. The District is a public school district and political subdivision of the State of Texas. The Board of Trustees of the District has authorized the District to enter into this Agreement and the parties executing same have the full authority and power to execute and deliver this Agreement to bind District, consummate the transactions contemplated hereby, and to perform its obligations hereunder. (b) Violations of Agreement. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will violate, conflict with or result in the breach of any term or provision of, or constitute a default under the Board of Trustees' operating procedures and policies, or any statute, order, judgment, writ, injunction, decree, license, permit, rule or regulation of any court or any governmental or regulatory body, or any agreement to which the District is a party or by which it is bound. Joint Development Agreement- Final 7-12-11 EXHIBIT !J Page 5 of 13 page— �-_of_ VII. REMEDIES 7.1 Default by Any Party. In the event of default by any Party, the non- defaulting Party may give the defaulting Party written notice of the default. If the defaulting Party fails to cure the default within thirty (30) days after receipt of the notice, the non - defaulting Party will have the right to pursue all remedies available at law or in equity, including pursuit of an order issued by a court of competent jurisdiction compelling and requiring the defaulting Party to observe and perform the covenants, obligations and conditions of this Agreement. A non - defaulting Party may employ attorneys to pursue its legal rights hereunder and, if it prevails before any court or agency of competent jurisdiction, the defaulting Party will be obligated to pay all expenses incurred by the non - defaulting Party in enforcing this Agreement, including reasonable attorneys' fees. 8.1 Notice Provisions. All notices, demands, requests and other communications given under this Agreement must be in writing and will be effective upon actual receipt, and will be deemed properly served if delivered: (i) by hand, (ii) by facsimile sent by 5:00 p.m., College Station, Texas time with confirmation of successful delivery to the Party to whose attention it is directed, (iii) by registered or certified mail, return receipt requested, postage prepaid, or (iv) by overnight delivery addressed to such Party's address set forth below or to such other address as a Party may designate by written notice to the other Party. PHILLIPS: DISTRICT: Joint Development Agreement - Final 7 - 12 - 11 VIII. NOTICES 4490 Castlegate Drive College Station, Texas 77845 Attn: Heath Phillips Email: heath superiorstructures(c�vahoo.com 1812 Welsh College Station, TX 77840 Attn: Superintendent's Office Email: cealvcsisd.orq With a copy to: West, Webb, Allbritton & Gentry, P.C. 1515 Emerald Plaza College Station, TX 77845 Attn: Michael H. Gentry Fax No: 979 - 694 -8000 Email: mike.gentry@westwebblaw.com Upon at least ten (10) days' prior written notice, each Party shall have the right to change its address to any other address within the United States of America. IX. MISCELLANEOUS 9.1 Severability. If -any provision -of- this - Agreement is- hereafter- expressleclar-ed -by-a- court- af_p -roper jurisdiction to be invalid or unenforceable, or is determined by the each of the parties hereto to be invalid or unenforceable, then such provision shall be canceled and severed from this Agreement and the other provisions of this Agreement shall continue in full force and effect. 9.2 No Joint Venture or Agency. It is expressly understood and agreed that the provisions of this Agreement shall never be deemed or construed to cause Phillips and the District to be considered as partners or joint venturers with each other. Each party to this Agreement shall be considered a separate owning entity, and no party shall have the right to act as agent for another party unless expressly authorized to do so by written instrument signed by the authorizing party. EXHIBIT Page CQ of a2_ Page 6 of 13 9.3 Disclaimer of Derivative Rights. No consent to the modification, from time to time, or termination of the provisions of this Agreement shall ever be required of any tenant, licensee or concessionaire as to any portion of the property affected hereby; nor shall any such tenant, licensee or concessionaire or any employee, customer or business invitee of same, have any right to enforce any of the provisions herein. 9.4 Amendment. This Agreement may be amended by, and only by, a written agreement executed by the person or entity who owns the Phillips Tract and the person or entity who owns the Phillips Tract. 9.5 Further Assurances. Either party, upon request by the other party, promptly will (1) execute, acknowledge, deliver and record or file such further instruments and do such further acts as may be necessary, desirable or proper to carry out more effectively the purposes of this Agreement or such other instruments now or hereafter executed in connection herewith or in the execution or acknowledgment thereof; and, (2) provide such certificates, documents, reports, information, affidavits and other instruments and do such further acts as may be necessary, desirable or proper in the reasonable determination of the requesting party to enable the requesting party to comply with the requirements or requests of any Governmental Authority. 9.6 Governing Law; Place of Performance; Venue. The relationship of the parties hereto and all claims arising out of or related to that relationship, including, but not limited to, the construction, enforcement and interpretation of any written agreements, including this Agreement, are to be solely governed by the laws of the State of Texas (without regard to Texas conflicts of law principles). This Agreement is performable in Brazos County, Texas. Venue for any dispute arising out of this Agreement shall be in the state courts located in Brazos County, Texas. 9.7 Time of the Essence. Time is of the essence with respect to each and every provision of this Agreement in which time is a factor. 9.8 Attorney Fees. In the event of any judicial, non - judicial or other adversarial proceeding between the parties concerning this Agreement, to the extent permitted by law, the prevailing party shall be entitled to receive from the other party all of its reasonable attorneys' fees and other costs in addition to any other relief to which it may be entitled. 9.9 Counterparts. This Agreement may be signed in counterparts, each of which shall be deemed a binding agreement and all of which, when taken together, shall constitute one instrument. 9.10 Parties Bound. The rights, duties and obligations contained within this Agreement shall run with the land and the terms of this Agreement will be binding upon and inure to the benefit of successor owners of the Tracts. 9.11 Bankruptcy. If an order for relief under the U.S. Bankruptcy Code is entered into with respect to a Party, then the bankruptcy trustee or debtor in possession shall assume or reject this Agreement within sixty (60) days of the date the bankruptcy petition is filed. 9.12 Termination of Liability. Whenever a transfer of ownership of the Phillips Tract takes place, the transferee shall, by virtue of taking title to such Tract, assume all applicable liabilities under this Agreement occurring after the transfer to the transferee and the transferor will not be liable for a breach of this Agreement by the transferee occurring after such a transfer. Notwithstanding the foregoing, the transferor shall remain liable for the cost of the performance of the site development work as herein described. 9.13 No Waiver. The failure to enforce any particular provision of this Agreement on any particular occasion shall not be deemed a waiver by either party of any of its rights hereunder, nor shall it be deemed to be a waiver of subsequent or continuing breaches of that provision, unless such waiver be expressed in a writing signed by the party to be bound. 9.14 Entire Agreement. This Agreement contains the entire agreement of the parties, and all prior communications avrittervare3vittroarany force - as - it is- the - specific— intent of- the - parties -that this Agreement alone sets forth the terms on which the parties have mutually agreed. This Agreement supersedes any prior agreements between the parties concerning the Premises, and no oral statements, representations or prior written matter relating to the subject matter hereof, but not contained in this Agreement, shall have any force or effect. Each party specifically agrees that it enters into this Agreement based on its own understanding of the terms hereof and does not rely, in whole or in part, on any interpretation or representation of the other party. Each party agrees that this Agreement is the result of good faith arms length negotiations. This Agreement is not to be construed more or less favorably between the Parties by reason of authorship or origin of language. 9.15 Execution. This Agreement may be executed in multiple counterparts and a facsimile copy or scanned email copy of the signatures of any Party shall be evidence of the approval of the Agreement and shall be enforceable as if it was an original. Joint Development Agreement - Final 7 - 12 - 11 EXHIBIT Page '' of aa. Page 7 of 13 EXECUTED to be effective as of the date first set forth above. The signature pages for each Party follow on separate sheets: Joint Development Agreement - Final 7 - 12 - 11 EXHIBIT Page % of a a- Page 8 of 13 THE STATE OF TEXAS COUNTY OF Given under my hand and seal of office this day of Joint Development Agreement - Final 7 -12 -11 PHILLIPS: Heath Phillips Investments, LLC By: - Name: Title: Before me the undersigned authority on this day personally appeared of Heath Phillips Investments, LLC, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed on behalf of such entities. Notary Public in and for the State of Texas EXHIBIT b Page of.. Page 9 of 13 THE STATE OF TEXAS COUNTY OF DISTRICT: By: Name: Title: Before me the undersigned authority on this day personally appeared of College Station Independent School District known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed on behalf of such entity. Given under my hand and seal of office this day of Joint Development Agreement - Final 7 - 12 - 11 Notary Public in and for the State of Texas EXHIBIT 1) Page _�b of Page 10 of 13 Joint Development Agreement - Final 7 - 12 - 11 EXHIBIT A PHILLIPS TRACT EXHIBIT D Page f l of Q... Page 11 of 13 METES AND BOUNDS DESCRIPTION OF A 108.88 ACRE TRACT CRAWFORD:BURNET.T LEAGUE, A -7 COLLEGE STATION, BRAZOS COUNTY, TEXAS METES AND BOUNDS DESCRIPTION OF ALL THAT CERTAIN TRACT OR PARCEL OF LAND LYING AND BEING SITUATED IN THE CRAWFORD BURNETT LEAGUE, ABSTRACT NO. 7, COLLEGE STATION, BRAZOS COUNTY TEXAS. SAID TRACT BEING THE REMAINDER OF A CALLED 136.063 ACRE TRACT AS DESCRIBED BY A DEED TO L. M. HAUPT, JR. AND WIFE, STELLA GEREN HAUPT RECORDED IN VOLUME 171, PAGE 392 OF THE DEED RECORDS OF BRAZOS COUNTY, TEXAS, AND THE REMAINDER OF A CALLED 3.3 ACRE TRACT AS DESCRIBED BY A DEED TO LEWIS M. HAUPT, JR. RECORDED IN VOLUME 293, PAGE 788 OF THE DEED RECORDS OF BRAZOS COUNTY, TEXAS. SAID TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT A % INCH IRON ROD FOUND ON THE SOUTHWEST LINE OF OLD WELLBORN ROAD MARKING THE EAST CORNER OF SAID REMAINDER OF 136.063 ACRE TRACT AND THE NORTH CORNER OF A CALLED 12.40 ACRE TRACT AS DESCRIBED BY A DEED TO OSAGE, LTD. RECORDED IN VOLUME 1130, PAGE 570 OF THE OFFICIAL RECORDS OF BRAZOS COUNTY, TEXAS; 113E,NCE: S 41° 12' 34" W ALONG THE COMMON LINE OF SAID REMAINDER OF 136.063 ACRE TRACT AND SAID 12.40 ACRE TRACT FOR DISTANCE OF 51737 FEET TO A 3/8 INCH IRON ROD FOUND MARKING THE WEST CORNER OF SAID 12:40 ACRE TRACT AND THE NORTH CORNER OF THE REMAINDER OF A CALLED 8.833 ACRE TRACT AS DESCRIBED BY A DEED TO GREENS PRAIRIE INVESTORS, LTD. RECORDED IN VOLUME 8413, PAGE 22 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS; THENCE: S 41° 55' 50" W ALONG THE COMMON LINE OF SAID REMAINDER OF 136.063 ACRE TRACT AND SAID REMAINDER OF 8.833 ACRE TRACT FORA DISTANCE OF 429.64 FEET TO A' INCH IRON ROD FOUND MARKING THE COMMON CORNER OF SAID REMAINDER OF 8.833 ACRE TRACT AND THE REMAINDER OF A CALLED 30 ACRE TRACT AS DESCRIBED BY A DEED TO GREENS PRAIRIE INVESTORS, LTD. RECORDED IN VOLUME 8513, PAGE 276 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS; THENCE: S 41° 18' 46" W ALONG THE COMMON LINE OF SAID REMAINDER OF 136.063 ACRE TRACT AND SAID REMAINDER. OF 3.0 ACRE TRACT FOR:ADISTANCE:OF 124.14 FEET, TO.A% :INCH IRON ROD FOUND MARKING THE NORTH CORNER OF WILLIAMSGATE SUBDIVISION, PHASE 1, ACCORDING TO THE PLAT RECORDED IN VOLUME 7705, PAGE 206 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS; !'HENCE; S 41° 30' 18" W ALONG THE COMMON LINE OF SAID REMAINDER OF 136.063 ACRE TRACT AND WILLIAMSGATE SUBDIVISION, PHASE 1, AND THE REMAINDER OF A CALLED 2025 ACRE TRACT AS DESCRIBED BY AIMED TO ROBBIE ROBINSON, LTD. RECORDED IN VOLUME 6446, PAGE 92 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS, FOR DISTANCE OF 637.46 FEET TO A %2 INCH IRON ROD FOUND MARKING AN EASTERLY CORNER OF A CALLED 22.97 ACRE TRACT AS DESCRIBED BY A DEED TO CHARLES 1. TURNER AND MARY E. TURNER RECORDED IN VOLUME 3331, rAUE 61 OF 113E- 0r1 O IDS -OYB o5 C9UNTXt- T-EXA,S; THENCE: N`49° 58' 35" W ALONG THE COMMON LINE OF SAID REMAINDER OF 136.063 ACRE TRACT AND SAID 22.97 ACRE TRACT FOR A DISTANCE OF 562.09 FEET TO A 'Y2 INCH IRON ROD FOUND MARKING THE NORTH CORNER OF SAID 22.97 ACRE TRACT; THENCE : S 41° 21' 39" W CONTINUING ALONG THE COMMON LINE OF SAID REMAINDER OF 136.063 ACRE TRACT AND SAID 22.97 ACRE TRACT FOR A DISTANCE OF 801.59 FEET TO A 1 /2 INCH IRON ROD FOUND ON THE NORTHWEST LINE OF A CALLED 23.00 ACRE TRACT DESCRIBED AS TRACT 2 BY A EXHIBIT D Page la. of aa DEED TO HENRY P. MAYO AND WIFE, SANDRA K. MAYO RECORDED IN VOLUME 1253, PAGE 878 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS, MARKING THE EAST CORNER OF A CALLED 27.017 ACRE TRACT DIVIDED .OUT OF SAID REMAINDER OF 136.063 ACRE TRACT, SAID 27.017 ACRE TRACT NOT YET FILED OF RECORD AT THE TIME OF THIS DESCRIPTION; THENCE: THROUGH SAID REMAINDER OF '136:063 ACRE TRACT AND, ALONG THE NORTHEAST AND NORTHWEST LINES OF SAID 27.017 ACRE TRACT FOR THE FOLLOWING CALLS: N 47 43' 18 "`W . FOR A DISTANCE OF 898.64 FEET TO A' /z INCH IRON ROD'FOUND; S 42° 56' 01" W FOR A DISTANCE, OF 803.33 FEET TO A' 'A INCH IRON ROD FOUND MARKING THE BEGINNING OF A CLOCKWISE CURVE HAVING A RADIUS OF 468.50 FEET; ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 25° 02' 43" FOR AN ARC DISTANCE OF 204.79 FEET (CHORD 'BEARS- : S 55 26' 04" W — 203.17 FEET) TO A'/ `INCH IRON ROD FOUND MARKING THE ENDING POINT OF SAID CURVE; S 67 ° '52' 33" W FOR A DISTANCE OF 30.24 FEET TO A'', INCH IRON ROD FOUND ON THE NORTHEAST LINE OF JONES BUTLER ROAD MARKING THE SOUTHWEST CORNER OF THIS HEREIN DESCRIBED TRACT; THENCE: N 22° 02' 42" W ALONG THE NORTHEAST LINE OF JONES BUTLER ROAD, SAME BEING THE SOUTHWEST LINE OF SAID REMAINDER OF 3.3 ACRE TRACT, FORA DISTANCE OF. 412.84 FEET TO A.' /z INCH IRON ROD FOUND MARKING THE COMMON CORNER OF SAID REMAINDER OF 3.3 ACRE TRACT AND A CALLED 29.175 ACRE TRACT AS DESCRIBED BY A DEED TO JOHN WHEELER BARGER,TRUSTEE, RECORDED IN VOLUME 7583, PAGE 90 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS; THENCE: N 42° 14' 17" E ALONG' THE COMMON LINE OF SAID REMAINDER OF 3.3 ACRE TRACT AND SAID REMAINDER OF 136:063 ACRE TRACT AND SAID29.175 ACRE TRACT FORA DISTANCE OF 3402.74 FEET TO A 6 INCH FENCE CORNER POST FOUND ON THE SOUTHWEST LINE OF OLD WELLBORN ROAD MARKING THE NORTH CORNER OF THIS HEREIN DESCRIBED TRACT; THENCE: S 47° 04' 17" E ALONG THE SOUTHWEST LINE OF OLD WELLBORN ROAD FORA DISTANCE OF 1867.58 FEET TO THE POINT OF BEGINNING CONTAINING 108.88 ACRES OF LAND, MORE OR LESS, AS SURVEYED ON THE GROUND MARCH 20.10... SEE PLAT PREPARED MARCH 2010, FOR MORE DESCRIPTIVE INFORIVLATION. ::BEARING SYSTEM:. SHOWN HEREIN IS BASED ON GRID NORTH AS ESTABLISHED FROM GPS OBSERVATION. BRAD KERB. REGISTERED PROFESSIONAL LAND SURVEYOR No. 4502 D :/ W ORK/MAB /10- 024.MAB 2 EXHIBIT r Page PI of aaoa, Joint Development Agreement - Final 7 - 12 - 11 EXHIBIT B DISTRICT TRACT EXHIBIT D Page a_-of ate` Page 12 of 13 EXHIBIT D Page 16 of_ FIELD NOTES 27.017 ACRES OUT OF THE L. M. HAUPT, JR., ET UX CALLED 136.063 ACRE TRACT VOLUME 171, PAGE 392 CRAWFORD BURNETT LEAGUE, A -7 COLLEGE STATION, BRAZOS COUNTY, TEXAS NOVEMBER 30, 2009 All that certain lot, tract or parcel of land being 27.017 acres situated in the CRAWFORD BURNETT LEAGUE, Abstract No. 7, Brazos County, Texas, and being a part of that certain Called 136.063 acre tract described in deed from P. D. Gandy and wife, Ruby L. Gandy to L. M. Haupt, Jr. and wife, Stella Geren Haupt of record in Volume 171, Page 392, of the Deed Records of Brazos County, Texas, said 27.017 acre tract being more particularly described by metes and bounds as follows: EXHIBIT D BEGINNING at a 6" Fence Post found In the northeast right -of -way fine of Jones - Butler Road for the most southerly comer, said comer being the most southerly corner of said Called 136.063 acre tract and also being the most westerly corner of the remainder of the Oak Creek, L.L.P. Called 58.52 acre tract of record in Volume 4030, Page 98; THENCE N 22 ° 02' 36 " W, along the northeast right -of -way line of said Jones - Butler Road and the southwest Ilne of said Called 136.063 acre tract a distance of 1099.40 feet to a %i Iron Rod with Cap set for the most westerly corner, a W Iron Rod with Cap found for the most westerly corner of said Called 136.063 acre tract bears N 22 ° 02 ' 36 " W a distance of 412.76 feet; THENCE N 67 ° 57' 24 " E, a distance of 30.22 feet to a' /" Iron Rod with Cap set for the beginning of a curve; THENCE along said curve in a counterclockwise direction having an arc length of 204.64 feet, a radius of 468.50 feet, a chord bearing of N 55 ° 26' 37 " E, a chord length of 203.01 feet, and a delta angle of 25 ° 01 ' 34 " to a Iron Rod with Cap set for the point of tangency of said curve; THENCE N 42 ° 55 ' 51 " E, a distance of 803.46 feet to a W Iron Rod with Cap set for the most northerly comer; THENCE S 47 ° 43' 18 " E, a distance of 898.64 feet to a '/=" Iron Rod with Cap set for the most easterly corner, said corner being located in a southeast line of said Called 136.063 acre tract and a northwest line of the Henry Mayo, et ux, Called 23.00 acre tract of record in Volume 1253, Page 878, a Iron Rod with Cap set for an interior ell corner of said Called 136.063 acre tract bears N 41 ° 22 ' 32 " E a distance of 801.63 feet; THENCE S 41 ° 22' 32 " W, along the southeast line of said Called 136.063 acre tract, the northwest line of said Called 23.00 acre tract, and the northwest line of the remainder of said Galled -58:52 acre - tractor- distance -of- 1504,90- feet -to- the - PLACE -OF BEGINNING -AND CONTAINiNG AN AREA OF2T.DT7ACRES - Oi= CAND; iViORE ORTESS, according to a survey performed November 17, 2009, under the supervision of H. Curtis Strong, Registered Professional Land Surveyor No. 4961. For north orientation and other information, see accompanying plat. Page (D of 3»? Joint Development Agreement - Final 7 - 12 - 11 Exhibit C Plan EXHIBIT D Page 11 of Page 13 of 13 g i tln B il g 4 9 R 1 B 01 ill Iii qi p g Q I n i 11 ig I I§ . l g Is se s 9 i is 9r- R e g y i 5 r gl g 1 1 3I 5 ; 9 .1 hi 41 1 eN 1 9 ! 1 { 4 g m 1.� i i Y g 7 s i; i 1 19 1gql 6 re dtl OP b 1 r d y B 9 1 1 BR E 9 ill 3 1 1; ;e; d � >< d S # 4R ° R � ! °� } Stile R I ei q s 1 a � t! Al 1 i�e E � � n 1 e � 8 R y € X � � �� � � 8 Y n Iln 1 i k i "1•� k -Bf R 1 P nd 1 i j 11 I g R @ g 1 E 1 s4 g@l I s 1 1 . 1 i 1 : E � � �Y�� !�E .9y [A k l! ?1� I r r �� � �! 4g �IQ fi�kB�11>Y' � �� � n � 1 1 .... 11ei3111151;111 11111E 1 ii iii >R �pS�1��� :. I��� s: n4 n9 a s d d e n a ag d at/Da r a r13A Ysta NJ i 1 I 1 I t 1 1 1 1 1 1 1! 1 I I 1 1 1 11?1f 1 Vii Jill3Vd N I N? 1 1 1 1 1 1 1 1 1 1 1 1 1 f 1 1 1 1 1 1 1 1 f 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 OVOs N1IO TI 11 Ol0 J 0 W Z 0 0 E 06 co < as m EXHIBIT Page Illllllllli�'! 'r�'�a'" ; Ia -'a :,d 1 @.d � a �1! a 1 .1 ; raa s-I a1 rq jj a 't Iii 1 t m ; fl q ! iA t, E1 i71 1ir i F 1 i E " 'F d p t � 1 ii i . 1p i t i a a ! • j 'l,[_ i i i ] i ill { ! 1 12 . a 2a i1 � d , .I1 1 t ill i I f il 34 dli 11I I0 . 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N 171011/1111111 1.1119V1•3211 i QNd NW 1T 33L+I1tl1 ERgI Ell iu 1 rr 1 [7 �'�EII��'�' ( au.rt �.eiun J x a e. - a � " ow u.nhmu.o • 1 1 1 1 _. _ _-- IIIIII!IIIIIII IIr1 !II������������� _-- € __ 1pw xaMe.xx I Y. F I ! F : 1 1 11 �( 1 I 1 I ", I I 1 1 1 1 1 pill s ; I _. mel 1"111.12 ii 1 .1 I 1 1 1 1 1 F___,-4 II tr wet III I ♦ II II iII and ul I _ _ j -- 1 1 1 lo Ita _ 1 —Alai x 3 L 3 �Wx4lb. 11 -- MV 11 C'tm 211 ' c a W g EXHIBIT 110 8 Page d__ _of�2. _ Hea, I* `• _ ATTORNEYS: STEVEN N. ALLBRITTON RDY D.BRANTLEY* COURTNEY S. CAIN TERRANCE D. DILL, JR. PATRICK W. FOGARTY MICHAEL H. GENTRY" JENNIFER D. JASPER KEITH L. KRUEGER "" DAVID T. POLING BALI B. RHODES WELDON RUSSELL JOHN C. WEBB, JR. GAINES WEST Via Hand Delivery and Email crobinsont'a)_cstx.gov Carla A. Robinson City Attorney, City of College Station Legal Department 1101 Texas Ave. College Station, TX 77840 Re: Development: The Barracks Development Owner /Developer: Heath Philips Development, LLC Engineer: Phillips Engineering Property: 108.88 Acres Dear Carla: WEST, WEBB, ALLBRITTON .LBRITTON & GENTRY A PROFESSIONAL CORPORATION Barrack Development Ltr 5- 13- 11.doc — Established in 1982 — May 13, 2011 1515 EMERALD PLAZA COLLEGE STATION, TEXAS 7784 5 -1 51 5 TELEPHONE: (979) 894 -7000 TELECOPIER: (979) 594 -8000 WEB SITE: http: //www.westwebblaw.com 'BOARD CERTIFIED PERSONAL INJURY TRIAL LAW TEXAS BOARD OF LEGAL SPECIALIZATION "BOARD CERTIFIED COMMERCIAL REAL ESTATE LAW TEXAS BOARD OF LEGAL SPECIALIZATION "" LICENSED TO PRACTICE BEFORE THE UNITED STATES PATENT AND TRADEMARK OFFICE t BOARD CERTIFIED ESTATE PLANNING AND PROBATE LAW TEXAS BOARD OF LEGAL SPECIALIZATION Writer's e-mail: mike.gentry@westwebblaw.com The College Station Independent School District ( "District ") owns approximately 27.017 acres of land near the intersection of Rock Prairie Road West and what will be known as Holleman Drive South. The Developer, as defined above, owns approximately 108.88 acres that is contiguous with the District property on two sides, and the District's property and the Developer's property was all one parcel that was recently divided by the District's and the Developer's purchases of their respective tracts. I have attached a copy of a Concept Plan ( "Plan ") that has been prepared by the Developer for purposes of submittals to the City of College- Station -( "City "). As a point -of- information,- the - attached- Plan-is- significantly different -that the plan that I delivered to you on October 10, 2010. The Developer has requested that the District evidence its support of the Plan because the Plan involves the dedication of road rights of way out of land owned by the District. The road will be constructed by the Developer, but the Plan proposes that the District dedicate 100% of the right of way by plat. EXHIBIT D Page 'd0 of 2,g• Carla A. Robinson May 13, 2011 Page 2 This letter will evidence the District's support of the Plan with certain caveats as described herein. First, even though the District has reviewed the Plan with the Developer, the Board of Trustees has not approved the Plan and its associated details. The District's support of the Plan is entirely subject to the approval of the Board of Trustees. In that regard, it is contemplated by the District that there will be a development agreement that will have to be negotiated and approved by the District, the Developer, and very likely by the City. No such agreement has been drafted, and like the Plan, the development agreement will require approval of the Board of Trustees. With those caveats in mind, the District anticipates that the Plan will be acceptable to the District for the following purposes: The Developer has proposed to construct the roads and associated utility infrastructure (sidewalks, water, sewer and storm drainage) in consideration for the District's dedication of the associated right of way. The sizing of the road and infrastructure will have to be approved by both the District and the City to ensure that they will provide the necessary services for future school purposes. Please note that the District is attempting to work with the Developer for the joint development of roads and associated infrastructure in a way that will be in the best interest of the District. Accordingly, the District is hereby advising the City of the District's general support for the Plan, subject of course to final Board of Trustees approval and other caveats set forth herein. Enclosure cc: Clark Ealy Eddie Coulson KentLaza Heath Phillips Wallace Phillips Please contact me if you have any questions or require further clarification. Sincer-ly, Michael H. Gentry Barrack Development Ltr 5- 13- 11.doc cealyCa,csisd.orq ecoulson(csisd.orq klazaffthilliosengineerinabcs7com heath superiorstructures ©yahoo.com wallace.phillipsCa,verizon.net EXHIBIT D Page a of Carla A. Robinson May 13, 2011 Page 3 Barrack Development Ltr 5- 13- 11.doc EXHIBIT D Page of oZ2- Exhibit "E" Phase 1 VIM;;;;trtiipg;!5! i;11:1111Tatt;;Irili;ii riliM11111111111111111 )111111t11 1 111,11I :11 Int 111 1111 1M311t1 . 1111111111 suoIntoodESEBSE IIEB5B 11111111111:= • eut. • OCINVININOD a.....--.......-- ......._.,............... M III , --- - , :t, S'n"- ''';' in I / 11 i V. a tarrow-1 1 —eigto.---1 k I— - - zglISA - - : ' 4 A --,rx..----1 —I t.. i E ,• i 1 g ,... 1 76 1 El --JP.. 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