HomeMy WebLinkAboutProof of merger • ...
0688160 j
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WOODCREEK (MASTER) ASSOCIATION APPROVAL 3
Or 5
THE MERCIER OF CONCORD HOMEOWNERS ASSOCIATION WI'I'I-I 0
SI IAI)OWCRLS'I' HOMEOWNERS ASSOCIATION effective the 1st, day 6
of September, 1998
The 13oard of Directors of the Woodcreek (Mosier) Association (consisting of the ten 0
members of the Stonebridge homeowners Association I3onrd and the ten members of the 0
Shndowcrest lloneowners Association Board) approved the merger of the Shadowcrest 2
and Concord associations 10 separate actions oldie two boards: .
Stonehridgc I lomeowners Association Approval 7
At its _ . 2 .9__ .____, I999 meeting. the Stonebridge Board of Directors approved
the merge of the Shadowcrest and Concord liomcowncrs associations and authorized to
Inc to execute this npprovnl of'thc agreement.
Name: ', i 1 M
Title: President of Stonebrid B c Homeowners Association
Shadowcrest I lomcowncrs Association Approval
At its A a s u3t' ._I. J.__ 19911 meeting, the Shndowcrest l3oard of Directors
approved tht• merger of the Shndowcrest and Concord liomcowncrs associations and
authorized me 10 execute this approval oldie agreement.
Ily: THv S E GvE u R LY _ --
Name: _ ,i r—
Title: President of Shadowcrest • Down er . ociation
Till: ll: S I A I'E OFTEXAS .•
COUNTY OF l3RA %OS ,
This In. trument was acknowledged before me on this -_ `/ day of c` n . ,
1999 by 7 7)t•t:LC. n . _____ _-___ , President ofS'I NE13RIDOE
HOMEOWNERS ASSOCIA'T'ION, INC., n'I'exas non- profit corporation, on behalf of
said corporation.
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LAURA PAT7ERSON 6/ _ C uGc�52'e I . , NeteryPubk,SteteofTexas ''NO 7/2c4....€
RY PUBLIC, STA'L'E OFTIi S
£ I Mv Cc niMsIo. E "p'es Notary's Printed Name: en..4, ce jL *r$ "' •
-�,• FEBRUARY 20, 2002 - -' 0
._ ,- --....--A My commission e xpires: . ! ^���
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THE S'I'A'I'Ii 01: 'I'I:XAS
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COUNTY 01: BRAZOS ,lj ' o
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This Instrument was acknowledged before me on this q tiny of .u.41-1.— , t
l K r ; by _ Thom R.3 (,v , President of SHAT WCRES'I' 1
HOMEOWNERS ASSOCIATION, MC., n'I'exas non- profit corporation, on behalf of i ••
saki corporation.
, t. LAURA PAiTEASON -- — --— a r
NaeryPubee,Sleteo I' (Y I'UI3LI ', STATE Ola'l'I' AS 1
y M xEpn a 2l)02 Notary's Printed Nine: ect.,te e(N...
My commission expires: .,2 1G)/U2
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1 Filed for ord in:
On: Jun 14,1999 at 89:564
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Receipt Nueber — 132713
Sylvia Polansky
MEIF=I m11fff
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- T 0669191
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AGREEMENT
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STATE OF TEXAS § 8
7
COUNTY OF BRAZOS §
purposes as
entered into to be effective for all ur
THIS AGREEMENT is made and p p
of the 1st day of September, 1998 (the "Effective Date "), by and between 0
SHADOWCREST HOMEOWNERS' ASSOCIATION, INC., a Texas non - profit corporation
( "Shadowcrest "), and CONCORD HOMEOWNERS' ASSOCIATION, INC., a Texas non-
profit corporation ( "Concord "). 1
BE&1IALB:
A. Shadowcrest is the homeowners' association which administers the
Shadowcrest Property (as hereinafter defined).
B. Concord is the homeowners' association which administers the Concord
Property (as hereinafter defined).
C. Shadowcrest and Concord desire to set forth their agreement concerning
coordinated administration of the Shadowcrest Property and the Concord Property in
a manner mutually beneficial to Shadowcrest and Concord, all as more particularly set .
forth below.
A.GREEMENI:
NOW, THEREFORE, for and in consideration of Ten Dollars (510.00), the mutual
covenants herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged and confessed, Concord and
Shadowcrest hereby agree as follows:
1. Definitions. As used in this Agreement, the following terms shall have
the following meanings:
A. "Concord Owner" shall mean any owner of a platted lot
situated in the Concord Property.
B. The "Concord Property" shall mean the real property more
particularly described on Exhibit "q", attached hereto and
made a part hereof.
C. The "Concord Restrictions" shall mean the Declaration of
Covenants, Conditions, and Restrictions for Woodcreek
Section Nine, dated April 8, 1998, and recorded in Volume
3081, Page 215 of the Real Property Records of Brazos
County, Texas.
D. The "Divestiture Date" shell mean the date TAC Realty,
• Inc., a Texas corporation ( "TAC "), ceases to own record
title to any platted lot situated in the Concord Property.
E. The "Joint Maintenance Period" shall mean the period !{
commencing on the Effective Date and ending on the
Merger Date.
F. The "Merger Date" shall mean the effective date of the
Merger Agreement described In Section 5 of this
Agreement, which Merger Date shall be no later than thirty
(30) days after the Divestiture Date.
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O. "Shadowcrest Owner" shall mean any owner of a platted lot 2 •
situated in the Shadowcrest Property. 8
H. The "Shadowcrest Property" shall mean the real property
which Is more particularly described on Exhibit "B ",
attachad hereto and made a part hereof for all purposes. 0
I. Tho "Shodowcrost Restrictions" shall moan the covenants 0
and restrictions appllcablo to the Shadowcrest Property 2
which aro recorded in Volume 645, Page 268, Volume 546, j
Pago 303, Volumo 657, Pago 25, Volume 774, Page 827 7
and Volumo 969, Pogo 793 of the Real Property Records of
Brazos County, Texas.
2. Maintenance of Common Amenities. During the Joint Maintenance
Poriod, Shodowcrost ogroos to maintain the Common Amonitlos (as hereinafter
dofinod) In good condition, reasonable wear and tear excepted, at the sole cost and
expense of Shodowcrost, subject howevor to the obligations of Concord set forth In
this Agroomont, Including, without limitation, the obligations of Concord under Balton
4 of this Agroomont. Such maintenance by Shadowcrest shall Include payment of all
utilitios and ad valorem taxes associated with the Common Amenities and payable
during the Joint Maintenance Period, As used heroin, the "Common Amenities" shall
moan, colloctivaly (I) all common areas, common properties and common facilities
(colloctivaly, tho "Shadowcrest Amenities ") administered and maintained by •
Shadowcrest pursuant to the Shadowcrest Restrictions, Including, without limitation,
tho swimming pool located at tho northeoat corner of Timberknoll Drive and
Shadowcrest Drive, College Station, Texas, and (11) tho "Common Aroa" as defined In
tho Concord Restrlctlons, to the extent, but only to the extent, such Common Area
oxists as of the Effoctivo Dato, Concord warrants and represents to Shadowcrest that
as of the Effective Doto, the Common Area consists only of the detention facility
located betwoon Lot 4 and Lot 5 in Block 27 of Woodcreak Section Nina, according
to the Plat for Woodcreek Section Nine recorded in the Real Property Records of
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Brazos County, Toxas. Concord horeby grants to Shadowcrest a non-exclusive
irrevocable !iconso to enter the Common Area for purposes of performing the
mointenanco obligations of Shadowcrest described in this Section 2.
3. Usa of Common Amenities. From and after the Effective Dato, (I) each
Concord Owner shall have the right to utilizo the Shadowcrest Amenities, subject to
tho provisions of the Shadowcrest Restrictions, and to rules and regulations •
promulgated by Shodowcrost, applicable to the use of the Shodowcrest Amenities, and
(11) each Shadowcrest Owner shall hovo the right to utllizo the Concord Amenities,
subject to the provisions of the Concord Restrictions, and to rules and regulations
promulgatod by Concord, applicable to use of the Concord Amenities.
4. Payment of AssAsaments to Shadowcrest. During the Joint Maintenance
Period, Concord shall pay to Shadowcrost an amount equal to the regular annual
•
assessments described in Article IV of the Concord Restrictions which are actually •
rocoivod by Concord and which ore attributable to the Joint Maintenance Period.
Concord ogreos that during the Joint Maintenance Period, the amount of such regular
annual assessments shall be 9300 per year for each platted lot in the Concord
Property. Concord agrees to utllizo reasonable, diligont efforts to collect such regular r..
annual assessments from the Concord Owners and to promptly remit to Shadowcrest
,collocted regular annual assessments attributable to the Joint Maintenance Period;
provided, however, that Concord shall not be liable to Shadowcrest with respect to the
inability of Concord to collect all or any portion of such regular annual assessments,
save and except any such regular annual assessments which are payable by TAC.
Without limitation of the foregoing, Concord agrees during the Joint Maintenance
Poriod to initiate and diligently continuo collection efforts with respect to any regular
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0669191
annual assessments which are payable by any Concord Owner and are more than six •
(6) months past due.
5. Merger Agreement. On the Merger Date, Shadowcrest and Concord shall 7
enter into an agreement (the "Merger Agreement "), whereby Shadowcrest assumes
and agrees to perform all of the obligations of the "Association ", as defined in the
Concord Restrictions. The Merger Agreement shall be in form and substance el
reasonably satisfactory to Shadowcrest and Concord, but shall, without limitation of 0
the foregoing, provide that (i) from and after the Merger Date, the Association, as
defined in the Concord Restrictions, shall mean and refer to Shadowcrest, (ii) from and
after the Merger Date, Shadowcrest shall assume and agree to perform all of the 1
obligations of the Association under the Concord Restrictions and shall succeed to all 8
of the power and authority of the Association under the Concord Restrictions,
(iii) effective as of the Merger Date, Concord shall assign all of its rights and
obligations under the Concord Restrictions to Shadowcrest, (iv) the provisions of
Articles 2, 3, 4, 5, 6, 7 and 8 of the Concord Restrictions shall be of no further force
and effect, and shall be superseded and replaced in their application to the Concord
•
Property by Articles 2, 3 and 4 of the Declaration of Covenants and Restrictions for
Shadowcrest recorded in Volume 774, Page 827 of the Official Records of Brazos
County, Texas, (v). simultaneously with the execution of the Merger Agreement,
Concord and /or TAC, as applicable, shall execute and deliver to Shadowcrest a Special
Warranty Deed, in recordable form, conveying to Shadowcrest the "Common Area ",
as defined in the Concord Restrictions, free and clear of liens, and (vi) following
recordation of the Merger Agreement in the Real Property Records of Brazos County,
Texas, Concord shall be dissolved. Following execution, delivery and recordation of
the Merger Agreement, Shadowcrest shall jointly administer the Shadowcrest Property
and the Concord Property, subject to the terms and provisions of the Shadowcrest
Restrictions, the Concord Restrictions, this Agreement and the Merger Agreement.
The Merger Agreement shall provide that regular assessments levied from time to time
by Shadowcrest after the Merger Date shall be apportioned equally to each lot in the
Shadowcrest Property and in the Concord Property and that each lot in the
Shadowcrest Property and each lot in the Concord Property shall have equal voting
rights in Shadowcrest.
6. Restrictions on Amendment. The Merger Agreement shall specifically
provide that the provisions of Article XI( of the Concord Restrictions may not be
amended on or after the Merger Date without the prior written consent of TAC.
' 7, Bight to Perform. In the event that Shadowcrest fails to perform its •
obligations under Section 2 of this Agreement which relate to the Common Area (as
defined in the Concord Restrictions) during the period prior to the Merger Date,
Concord shall have the right, at Its option, to perform all or any portion of such
obligations on behalf of Shadowcrest. In the event Concord elects to perform all or
any portion of such obligations, Shadowcrest shall reimburse Concord, upon demand,
for all costs and expenses Incurred by Concord in performing such obligations. •
Concord may offset any amounts owed by Shadowcrest to Concord pursuant to the
Immediately preceding sentence against sums otherwise payable by Concord to
Shadowcrest pursuant to Section 4 of this Agreement.
8. Binding Effect. This Agreement shall be binding upon and inure to the
• i benefit of Shadowcrest and Concord end their respective successors, legal
•
representatives and assigns.
9. Notices. All notices or other communications required or permitted
hereunder shall be in writing and shall be deemed delivered and received upon actual
receipt or, If earlier and whether or not actually received, upon deposit in a regularly
maintained receptacle for the United States mail, certified or registered mail, return
1,t i receipt requested, postage prepaid, addressed to the intended recipient, as follows:
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0669191 :
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If tQShadowcrest: a,
y
Shadowcrest Homeowners' Association, Inc, 8
9201 Rivorstono 7
College Station, Texas 77845 I
ATTN: Max Bontragor ;
0 if to Concord: 0
Concord Homeowners' Association, Inc.
1111 Brlarcrost Drive, Suite 300
Bryan, Texas 77802 9
ATTN: Keith H. Kuttler
Either party hereto shall have the right to change its address for receipt of notices,
from time to time, by delivery of at least ton (10) days prior written notice of such
r
ascribed above.
change to tho other party hereto In the manner p
10. Governing Law. Venue. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas. Venue for any legal .
action arising out of this Agroemont shall be In Brazos County, Texas.
j
11. Headings. Headings used In this Agreement are for reference purposes
only and do not constitute substantive matter to be considered in construing the terms
of this Agreement.
12. Remedios. In tho event It shall be necessary for either party hereto to ,
employ an attorney to enforce Its rights hereunder, the non-prevailing party shall
reimburse the prevailing party for Its costs and reasonable attorneys' fees.
13. Businnas Deys. In tho event any period of time for performance of an
obligation hereunder expires on a Saturday, Sunday or legal holiday, such period of ' .
time shall bo automatically extended through the next day which is not a Saturday,
Sunday or legal holiday.
14, Interpretation, If any provision of this Agreement shall be determined to
be Invalid, Illegal or unenforceable, such Invalidity, illegality or unenforceability shall not
affect tho other terms and provisions of this Agreement, and such other terms and
provisions of this Agreement shall continuo in full force and effect. Furthermore, in
lieu of such illegal, invalid or unenforceable provision, there shall be automatically
added to this Agreement a provision similar to the invalid, illegal or unenforceable
provision as may bo possible and be legal, valid and enforceable.
15. Counterparts. This Agreomont may be executed in ono or more 1
counterparts, each of which shall be deemed an original and all of which, taken
together, shall constitute one and the some Instrument, regardless of whether or not
tho signatures of all of the parties hereto appear on any single counterpart hereof.
18. Construction. Each party to this Agreement has had the opportunity to
have this Agrooment reviewed by legal counsel for each party; and the terms of this
Agreomont shall bo Interpreted without the application of any cannon or rule of
construction regarding interprotatlon of an agreement against tho party drafting such
agreement.
17. Time of the Essanca. Time le of tho essence of this Agreement. , .
18. Entirety and Amendments. This Agreement embodies the entire t
Agreement between tho porties hereto with respect to the subject matter of this :
Agreomont and supersedes all prior agreements and understandings, if any, relating to l • ,
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0669191
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the subject matter of this Agreement. This Agreement may be amended or 3
supplemented only by written Instrument executed after the Effective Date hereof by
the party against whom enforcement is sought. 8
19. Authority. By its execution hereof, each party to this Agreement
7
warrants and represents to the other party hereto that such party has full right, power
and authority to execute and deliver this Agreement and to perform its obligations 0
hereunder, and that the terms and provisions of this Agreement are enforceable against izi ,
such party in accordance with its terms. 2
IN WITNESS WHEREOF, Shadowcrest and Concord have executed this 2 •
Agreement to be effective for all purposes as of the date first written above. 0
SHADOWCREST HOMEOWNERS'
ASSOCIATION, INC., a Texas non - profit
corporation
By:
Name: Max Bontra er
. Title: President
CONCORD HOMEOWNERS'
ASSOCIATION, INC., a Texas non - profit
corporation
By: .7
r � � Keith H. uttler, President
V� .
THE STATE OF TEXAS §
COUNTY OF BRAZOS §
This instrument was acknowledged before me on this the 12th day of
October, 1998, by Max Bontrager .
, PrpRidnnt of SHADOWCREST HOMEOWNERS'
ASSOCIATION, INC., a Texas non - profit corporation, on behalf of said corporation.
,
" " WM C. UPSEY Oj
, suuaraus /�
,
►h eanrbwont NOTARY P B ICiSTATE OF TEXAS
°',,, "° MAY 1 2000 Notary's Pri , •d NI e:
• My commission expires: •.
THE STATE OF TEXAS §
• COUNTY OF BRAZOS § i I
This instrument was acknowledged before me on this the jag day of •
October, 1998, by . Keith H. Kuttler, President of CONCORD HOMEOWNERS'
ASSOCIATION, INC., a Texas non - profit corporation,T half of corporation. '
(4 NopryP i BW�aTa S ' OT • RY PUBLIC, STATE OF TEXAS
i 4 Commission
U Y 31 NCO of Notary's Printed Name:
is , ' ' - 1
My commission expires:
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0669191
EXHIBIT' " $'
Page 1 of 2 '
(CONCORD PROPERTY) e
FIELD NOTES 8
WOODCREEIC, SECTION NINE 7
11.373 ACRES
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Being all that certain tract or parcel of land lying and being situated in the THOMAS CARUTHERS , � .
LEAGUE, A -9 In College Station, Brazos County, Texas and being a portion of the tract of land d
called 40,50 Acres out of Tract Four, said Tract Four being part of the 88.52 acres conveyed by the
Federal Deposit Insurance Corporation (FDIC), in its capacity as Liquidator of the First Bank & 2 •
Trust, Bryan, Texas to TAC REALTY, INC. by Special Warranty Deed, Volume 1157, Page 194 1
of the Official Records of Brazos County, Texas, and being more particularly described by metes
and bounds as follows:
BEGINNING: at a found 1/2 -inch iron rod marking the west corner ofLot 10, Block 7 of Foxfire,
Phase II subdivision as recorded in Volume 358, Page 291, said iron rod also being an angle point 111
in the south line of Lot 4 in said Block 7;
THENCE: S 45° 03' 33" B (called S 45° 00' 14" B) along the southwest line of said Foxfire, Phase 1
II subdivision for a distance of 675,35 feet to a 1/2 -inch iron rod set for comer,
THENCE: S 58° 18' 47" W through the said 40.50 acre tract and along the northwest line of Lots 1
6 and 7, Block Eleven of Woodcreek, Section Two as recorded in Volume 750, Page 347, for a
distance of 341.64 feet to a found 1/2 -inch iron rod for corner,
THENCE: N 40° 00' 15' W along the northeast line of Lot 1, Block Eleven of said Woodcreek,
Section Two for a distance of 120,76 feet to a found 1/2 -inch iron rod in the southeast line of
Concord Circle (a 50' wide street right =of- -way fomrerly known as Courtlandt Circle);
THENCE: N 36° 21' 07" W for a distance of 50.58 feet to a 112 -inch iron rod set for comer
THENCE: S 44° 56' 17" W along the northwest line (Rudd Concord Circle for a distance of 100.00
feat to a found 1/2 -inch iron rod for the Point of Curvature of a curve to the right; )
THENCE: 121,70 feet along the arc of said curve having a central angle of 25° 21' 21 ", a radius of
275,00 feet, a tangent of 61.86 feet and a long chord bearing S 57° 36' 58" W at a distance of 120.71
feet to a 1/2 -Inch iron rod set for the Point of Curvature of a Compound Curve; •
THENCE: 39.59 feet along the arc 'guild compound curve having a central angle of 90° 44' 13 ",
a radius of 25,00 feet, a tangent of 25.32 feet and a long chord bearing N 64° 20' 15" W at a distance
of 35.58 feet to a 1/2 -inch iron rod set for a Point of Curvature of a Reverse Curve;
THENCE: 18,71 feet along the arc of said reverse curve in the northeast line of a 60' wide street
right -of -way called Stonebrook Drive, said curve having a central angle of 01° 17 26 ", a radius of'
830.81 feet, a tangent of 9.36 feet and a long chord bearing N 19° 36' 52" W at a distance of 18.71
feet to a 1/2 -inch iron rod set for corner,
THENCE: S 73° 08' 01" W for a distance of 60.12 feet to a I/2 -inch Iron rod set in the southwest •
lino of said Stonebrook Drive for comer,
THENCE: 200.29 feet in a clockwise direction along tho arc of a curve having a central angle of
14° 53' 18", a radius of 770,81 feet, a tangent of 100.71 feet and a long chord bearing S 13° 04' 48"
E at a distance of 199.73 feet to a 1/2-inch iron rod set for comer, said iron rod also marking the
northeast corner of Lot 1, Block Six of the boforementioned Woodcreek, Section Two addition;
THENCE: S 84° OD' 31" W along the northwest line of said Lot 1 for a distance of 109.76 feet to
a I/2 -inch iron rod set for comer,
THENCE: 18,01 feet in a clockwise direction along the arc of a curve in the southwest line of said
Lot 1, Bald curve having a central angle of Ol° 33' 49 ", a radius of 660,00 feet, a tangent of 9,01 feet
and a long chord bearing S 04° 09' 55" E at a distance of 18.01 feet to a 1/2 -inch iron rod set for
corner;
THENCE: S 86° 36' 59" W for a distance of 130.00 feet along the northwest line of a 20' wide
Public Alley and along the northwest line of Block One of Woodcreek, Section Two as recorded in
Volume 579, Page 345 to a 1/2 -Inch iron rod set for comer,
THENCE: S 03° 23' 01" E along the southwest lino of said Block One for a distance of 122,00 feet
, to a found 1/2 -Inch iron rod for comer;
THENCE: S 86°36' 59" W along the northwest line of Timber Knoll Drive (a 50' wide right -of -way ' y
described by plat in Volume 529, Page 23) for a distance of 50,00 feet to a 1/2 -inch iron rod sot for
corner, 1 ,
THENCE: 39.27 feet in a clockwise direction along the aro of a curve having a central anglo of 90°
00' 00 ", a radius of 25,00 feet, a tangent of 25.00 feet and a long chord bearing S 41° 36' 59" W at
a distance of 35.36 foot to a found 1/2 -inch iron rod for comer,
THENCE: S 86°36' 59" W along the northwest lipo of Shadowcrest Drive (a 50' wide right -of -way
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0669191 •
Page 2 of 2
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FIELD NOTES
Woodcreek, Section Nine
11.373 Acres 7
described by plat in Volume 529, Page 23) for a distance of 85.04 feet to a 1/2 -inch iron rod set for O
corner, said iron rod also marking the southeast corner of a 6.58 acre City Park tract described in
Volume 918, Page 678;
THENCE: N 03° 23' 0I" W along said City Park tract for a distance of 139.96 feet to a 112 -inch iron 2
rod found for comer, s�
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THENCE: N 41° 52' 37" W continuing along the City Park tract for a distance of 246.31 feet to a
1/2 -inch iron rod set for corner, said iron rod also marking the south corner of Lot 13, Block 6 of
the beforementioned Foxfire, Phase 2 subdivision;
THENCE: N44° 52' 58" E for a distances of 998.98 feet (called N 44° 56' 17" W - 998.94') to the
POINT OF BEGINNING and containing 1I.373 acres of land more or less.
1, Michael R. McClure, Registered Professional Land Surveyor No. 2859 in the State of Texas do
certify to the best of my knowledge information and belief and in my professional opinion that this
survey is true correct and agrees with a survey made on the groun der my supervision.
3//7
•Michael R. McClure, R.P.L.S. #2859
, MICHAEL R. MCCLURE •
9 2«.««... ;Or 1 1
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EXHIBIT "B" i '
(SHADOWCREST PROPERTY) '
All those certain Tots, tracts or parcels of land lying and being sltuated in Brazos
County, Texas, and being Blocks 1 -5 (inclusive), Woodcreek Phase One, an addition
to the City of College Station, Texas, according to plat recorded in Volume 529, page
23 of the Official Records of Brazos County, Texas; and Blocks 6 -11 (inclusive),
Woodcreek Phase Two, an addition to the City of College Station, Texas, according to
plat recorded in Volume 750, page 347 of the Official Records of Brazos County, '
Texas; and Block 12, Woodcreek Phase Three, an addition to the City of College
Station, Texas, according to plat recorded In Volume 959, page 797 of the Official
Records of Brazos County, Texas.
0669191
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MERGER AGREEMENT 4
THIS AGREEMENT is made and entered into to be effective for all purposes as 9
• of January 1, 2001, by and between SHADOWCREST HOMEOWNERS' 9
ASSOCIATION, INC., a Toxas non-profit corporation ( "Shadowcrest „ ), and CONCORD
HOMEOWNERS' ASSOCIATION, INC., a Toxas non - profit corporation ( "Concord ").
0
BEg1IALE: O
A. Shadowcrest and Concord have entered Into a curtain Agreement (the i
"Pro•Morgor Agreement ") dated as of September 1, 1998, which Pro- Merger 6
A,;roemont is recorded in Volume 3287, Page 216 of the Real Property Records of 9
Brazos County, Toxos.
B. Shadowcrost and Concord desire to enter into this Agreement as the
Merger Agreement described In the Pro - Merger Agreement.
AQBEEMENI:
NOW, THEREFORE, for and in consideration of the mutual covenants herein
contained, and other good and valuable consideration, the receipt and sufficiency of
which aro hereby acknowledged and confessed, Concord and Shadowcrest hereby
agroo as follows:
1. Definitions. As used In this Agreement, the following terms shall have
the following meanings:
A. "Concord Owner" shall mean any owner of a platted lot situated
in the Concord Property.
B. The "Concord Property" shall mean the real property more
particularly described on Exhibit "A ", attached hereto and made a
part hereof.
C. The "Concord Restrictions" shall mean the Declaration of
Covenants, Conditions, and Restrictions for Woodcreek Section
Nine, dated April 8, 1998, and recorded in Volume 3081, Page a'
215 of the Real Property Records of Brazos County, Texas.
D. The "Merger Data" shall mean January 1, 2001.
E. "Shadowcrest Owner” shall mean any owner of a platted lot
situated In the Shadowcrest Property.
F. The "Shadowcrest Property" shall mean the real property which is
more particularly described on Exhibit "B ", attached hereto and # '
mado a part hereof for all purposes.
G. The "Shadowcrest Restrictions" shall mean the covenants and
restrictions applicable to the Shadowcrest Property which are
recorded in Volume 545, Page 268, Volume 545, Page 303,
Volume 567, Page 25, Volume 774, Page 827 and Volume 969,
Page 793 of the Real Property Records of Brazos County, Texas. 1f
11.
2. Merger. Shadowcrest and Concord hereby agree that the Merger Date
shall be January 1, 2001. Effective as of tho Merger Date, (1) the "Association ", as 4.
defined in tho Concord Restrictions, shall mean and refer to Shadowcrest (S;
Homoownors' Association, Inc., a Texas non - profit corporation; fill Shadowcrest
assumes and agrees to perform all of the obligations of the Association under the
Concord Restrictions and shall succeed to all of the power and authority of the
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$7.97
Association under the Concord Restrictions; (iii) Concord assigns to Shadowcrest ell 4
of Concord's rights and obligations under the Concord Restrictions; and
(iv) Shadowcrest shall jointly administer the Shadowcrest Property and the Concord 9
Property, subject to the terms and provisions of the Shadowcrest Restrictions, the 9
Concord Restrictions, and this Agreement. Regular assessments levied from time to
time by Shadowcrest from and after the Merger Date shall be apportioned equally to
each lot in the Shadowcrest Property and in the Concord Property; and each lot in the O
Shadowcrest Property and each lot in the Concord Property shall have equal voting 0
rights in Shadowcrest.
3. Effect of Restrictions. Effective as of the Merger Date, the provisions of 7
Articles 11, 111, IV, V, VI, VII and VIII of the Concord Restrictions shall be of no further O
force and effect, and shall be superseded and replaced In their application to the •
Concord Property by Articles II, III, and IV of the Declaration of Covenants and
Restrictions for Shadowcrest recorded in Volume 774, Page 827 of the Official
Records of Brazos County, Texas. Notwithstanding anything to the contrary in the
Concord Restrictions, the Shadowcrest Restrictions or this Agreement, Shadowcrest
and Concord agree that the provisions of Article XII of the Concord Restrictions may
not be amended on or after the Merger Date without the prior written consent of TAC
Realty, Inc., a Texas corporation, the Declarant under the Concord Restrictions.
4. Conveyance of Common Area. Simultaneously with the execution of this
Agreement, Concord has executed and delivered to Shadowcrest a Special Warranty
Deed conveying to Shadowcrest the "Common Area ", as defined in the Concord
Restrictions, free and clear of liens.
5. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of Shadowcrest) Concord, and the owners or all or any portion of the
Shadowcrest Property and the Concord Property and their respective heirs, executors, •
successors, legal representatives and assigns.
6. Governing Law. Venue. This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas. Venue for any legal
action arising out of this Agreement shall be in Brazos County, Texas.
7. Headings. Headings used in this Agreement are for reference purposes
only and do not constitute substantive matter to be considered in construing the terms
of this Agreement.
8. jnteroretation. If any provision of this Agreement shall be determined to
be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not
affect the other terms and provisions of this Agreement, and such other terms and
provisions of this Agreement shall continue in full force and effect. Furthermore, in
lieu of such illegal, invalid or unenforceable provision, there shall be automatically
added to this Agreement a provision similar to the invalid, illegal or unenforceable
provision as may be possible and be legal, valid and enforceable. •
9. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which, taken
together, shall constitute one and the same instrument, regardless of whether or not •
the signatures of all of the parties hereto appear on any single counterpart hereof.
10. Construction. Each party to this Agreement has had the opportunity to
have this Agreement reviewed by legal counsel for each party; and the terms of this
Agreement shall be interpreted without the application of any cannon or rule of
construction regarding interpretation of an agreement against the party drafting such
agreement.
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11. J;ntirety and Amendments. This Agreement embodies the entire
Agreement between the parties hereto with respect to the subject matter of this 1
Agreement and supersedes all prior agreements and understandings, if any, relating to 9
the subject matter of this Agreement. This Agreement may be amended or 9
supplemented only by written Instrument executed after the date hereof by the party
against whom enforcement Is sought.
12. Authority. By its execution hereof, each party to this Agreement
warrants and represents to tho othor party hereto that such party has full right, power 0
and authority to execute and deliver this Agreement and to perform its obligations 1
hereunder, and that the terms and provisions of this Agreement are enforceable against 7 •
such party In accordance with Its terms.
IN WITNESS WHEREOF, Shadowcrest and Concord have executed this
Agreement to bo effective for all purposes as of the Merger Date.
SHADOWCREST HOMEOWNERS'
ASSOCIATION, INC., a Texas non- profit
corporation
By: linig
Name: T S
Title: t'L ID ; 5ftoA-
CONCORD HOMEOWNERS'
ASSOCIATION, INC., a Texas non - profit
corporation
By:
ILJ 4
'Paul S. a' arms ,' ', President G.
THE STATE OF TEXAS §
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COUNTY OF BRAZOS §
This instrument was ac rnowled g ed before me on this the / '
2001, by C . r: Sj7U -fh , Pf —' I 'n ;
�s « of April,
of SHADOWCREST HOMEOWNERS' ASSOCIATION, INC., a Texas non- profit
corporation, on behalf of said corporation. t ,
LISA ANTHpNY g Lee ./it44
/ = �• Notary pubib e ARY ' UBLIC, STATE OF TE 1' S
Ctato of Taxis Note s Printed Name:
‘111A• Expires May 14, 2004
. - _ My commission expires:
3 r`
4111§ .
THE STATE OF TEXAS 07.397
4
1
COUNTY OF BRAZOS § 9
This instrument was acknowledged before me on this thevf - day of March,
2001, by Paul S. Darmitzel, President of CONCORD HOMEOWNERS' ASSOCIATION,
9
INC., a Texas non - profit corporation, on behalf of said �• rporation. O
11 1
,t SUSAN CURT18 OTARY PUBLIC, STATE OF TEXAS
, w. a Taus t 'h' r�eee� sb"
Notary's Printed Name: �?
' My commission expires:
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III 07 897
EXHIBI± "A"
Page 1 of i '
(CONCORD PROPERTY) 9
FIELD NOTES 9
WOODCRBEK, SECTTON
I1.373 ACRES
0
Being all that certain tract or parcel of land lying and being situated in the THOMAS CAR IN 0.
LEAGUE, A -9 in College Station, Brazos County, Texas and being a portion of the tract of 1.. .
called 40.50 Acres out of Tract Four, said Tract Four being part of the 88,52 acres conveyed by t '
Federal Deposit Insurance Corporation (FDIC), In its capacity as Liquidator of the First BankA
Trust, Bryan, Texas to TAC REALTY, INC. by Special Warranty Deed, Volume 1157, Page 194
of the Official Records of Brazos County, Texas, and being more particularly described by metes
and bounds as follows:
BEGINNING: at a fbund 1/2-inch iron rod marking the west comer ofLot 10, Block 7 ofFoxfkre,
Phase II subdivision as recorded in Volume 358, Page 291, said Iron rod also being an angle point
in the south line ofLot 4 In said Block 7; .
THENCE: S 45° 03' 33" B (called S 45° 00' 14" B) along the southwest line ofsaid Foxfire, Phase
II subdivision fora distance of 675,35 feet to a 1/2 -inch iron rod set for comer
THENCE: S 58° 18' 47" W through the said 40.50 acre tract and along the northwest line of Lou
6 and 7, Block Eleven of Woodcreek, Section Two as recorded in Volume 750, Page 347, for a
distance of 341.64 feet to a found 1/2 -inch iron rod for comer,
THENCE: N 40° 00' 15" W along the northeast line ofLot 1, Block Eleven of said Woodcreek,
Section Two for a distance of 120.76 feet to a fbund 1/2 -inch iron rod in the southeast line of
Concord Circle (a S0' wide street right =of -way formerly known as Courtlandt Circle);
THENCE: N36° 21' 07 "• W fbr a distance of 50.58 feet to a 1/2 -inch iron rod set fbr comer
THENCE: S 44° 56' 17" W along the northwest line ofsaid Concord Circle for a distance of 100.00
feet to a found 1/2 -inch iron rod for the Point of Curvature of a curve to the right;
THENCE: 121.70 feet along the aro of said curve having a central angle of 25° 21' 21", a radius of
275,00 feet, a tangent of 61.86 feet and a long chord bearing S 57° 36' 58" W at a distance of 120.71
feet to a 1/2 -inch iron rod set for the Point of Curvature of a Compound Curve;
THENCE: 39.59 feet along the aro of said compound curve having a central angle of 90° 44' 13 ",
' a radius of 25.00 feet, a tangent of 25.32 feet and a long chord bearing N 64° 20' 15" W at a distance
0( 35.58 feet to a 1/2 -Inch iron rod set for a Point of Curvature ofa Reverse Curve;
THENCE: 18.71 feet along the aro of said reverse curve in the northeast line of a 60' wide street
right -of -way called Stonebrook Drives said curve having a central angle of01° 17 26 ", a radius of
830,8I feet, a tangent 0( 9.36 fbet and a long chord bearing N 19° 36' 52" W at a distance of 18.71 i
feet to a 1/2 -inch iron rod set for comer ,
THENCE: S 73° 08' 01" W for a distance of 60,12 feet to a 1/2 -inch iron rod set in the southwest t
line ofsaid Stonebrook Drive for comer, 4
1.
THENCE: 200.29 feet in a clockwise direction along the arc of a curve having a central angle of
14°53' 18 ", a radius of 770,81 feet, a tangent of 100,71 feet and a long chord bearing S 13° 04' 48"
E at a distance of 199.73 feet to a 1/2 -inch iron rod set for comer, said iron rod also marking the • L ;
northeast corner ofLot 1, Block Six ofthe beforementloned Woodcreek, Section Two addition;
THENCE: S 84° 00' 31" W along the northwest line of said Lot 1 for a distance of 109.76 feet to
a 1/2 -inch iron rod set for comer, '
THENCE: 18.01 feet in a clockwise direction along the aro ofa curve in the southwest line of said
Lot 1, said nave having a central angle of 01° 33' 49 ", a radius of 660.00 feet, a tangent of 9.01 feet • r
and a long chord bearing S 04° 09' 55" E at a distance of 18.01 feet to a 1/2 -inch iron rod set for
comer,
THENCE: S 86° 36' 59" W for a distance of 130.00 feet along the northwest line of a 20' wide
Public Alley and along the northwest line of Block One of Woodereek, Section Two as recorded in c,
Volume 579, Page 345 to a 1/2-inch iron rod set for comer; t
THENCE: S 03° 23' 01" B along the southwest line of said Block One for a distance of 122.00 feet 1 i
, to a found 1/2 -Inch iron rod for comer,
THENCE: S 86°36' 59" W along the northwest line of Timber Knoll Drive (a 50' wide right -of -way '
descnbed by plat in Volume 529, Page 23) for a distanco of 50.00 feet to a 1/2 -inch lion rod set f
ili
comer; •
THENCE: 39.27 feet in a clockwise direction along the aro ofa curve having a central angle of90°
00' 00 ", a radius of 25,00 feet, a tangent of 25.00 that and a long chord bearing S 41° 36' 59" W at
a distance of 35.36 feet to a found 1/2 -inch iron rod for comer
THENCE: S 86° 36' 59" W along the northwest iipo of Sbadowcrest Drive (a 50' wide right -of -way '.
t
• 07.897 '
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Page 2 of 2 4
FIELD NOTES i
Woodcreek, Section Nine 9
9
11.373 Acres
described by 23) 0
by plat in Volume 529, Pa 23 for a distance of 85.04 feet to a 1/2 -inch iron rod set for 0
corner, said iron rod also Working the southeast corner of a 6.58 acre City Park tract described in
Volume 918, Page 678; 1
THENCE; N 03 23' 01" W along said City Park tract fora distance of 139.96 feet to a 112 - inch iron 7 I
rod found for corner; 4
• THENCE: N 41° 52' 37" W continuing along the City Park tract fora distance of 246.31 feet to a
112 - inch iron rod set for comer said ;iron rod also marking the south corner of Lot 13, Block 6 of
the beforementioaed Foxfire, Phase 2 subdivision;
THENCE: N 44° 52' 58" E for a distances of 998.98 feet (called N 44° 56' 17" W - 998.945 to the
POINT OF BEGINNING and containing 11.373 acres ofland more or less.
I, Michael R. McClure, Registered Professional Land Surveyor No. 2859 in the State
certify to the bat of my knowledge Information and b of Texas do
ellef
sad In m
survey is' sue correct and agrees with a survey ma de on my Pr my up i opinion lon that this
e3' the growl; der er supervision.
my p rwasioa.
.444 /798
Iv2chael R. McClure, R.P.L.S. #2859
!" OF
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• 04116897
EXHIBIT "B" 4
(SHADOWCREST PROPERTY) 9
All those certain lots, tracts or parcels of land lying and being situated in Brazo
County, Texas, and being Blocks 1 -5 (inclusive), Woodcreek Phase One, an addition
to the City of College Station, Texas, according to plat recorded In Volume 529, pa$e(?)
23 of the Official Records of Brazos County, Texas; and Blocks 6-11 (Incl
• Woodcreek Phase Two, an addition to the City of College Station, Texas, according to j
plat recorded in Volume 750, page 347 of the Official Records of Brazos County,-
• Texas; and Block 12, Woodcreek Phase Three, an addition to the City of Cotlege
•
Station, Texas, according to plat recorded In Volume 959, page 797 of the Official
Records of Brazos County, Texas.
Filed for Record in:
MIA
On: Jun 22,2801 at 18:2%
Rs a
Recordings
Docwent Amber: 8746897
Riount 18,00
Receipt Huber — 174722
Jain Kelley
it1QE lt>� W
1 hereby nettfl that this Intranet in
filed a the date ad tip stassd hness y n
and we dui monied le the Moe d pp
if the peed monied eecvrde if
a etseprd herm try ,,, •
Jun 22, 2001 r
loareu WO CUB, WARY ant
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Management Certificate ooc Bk vol e9
Shadowcrest Homeowners Association 01047266 OR 9408 200
Date of Certificate: November 24, 2009 `
Name of Association: Shadowcrest Homeowners Association �+
427 Dellwood, Bryan, Texas 77801
Name of the Subdivision: The subdivision consisting of Lots 1 -15, Blcok 1, Lots 1 -20,
Block 2, Lots 1 -5, Block 3, Lots 1 -8, Block 4 and Lots 1 -9, Block 5,
Woodcreek Section One, and addition in College Station, Brazos
County, Texas according to plat recorded in Volume 529, Page 28 of
the Deed Records of Brazos County, Texas. Lots 1 and 2, Block 6,
Lots 1 through 8, Block 7, Lots 1 through 7, Block 8, Lots 1 through
7, Block 9 and Lots 1 through 13, Block 10, Lots 1 through 19, Block
11, Woodcreek Section II, recorded in Volume 750, Page 347,
Official Records of Brazos County, Texas. Lots 1 through 14, Block
12, Woodcreek Section three, recorded in Volume 959, Page 797 of
the Official Records of Brazos County, Texas.Thopmas Caruthers
League, A -9 in College Station, Brazos County, Texas and being a
portion of the tract of landed called 40.50 acres out of Tract four,
recorded by Special Warranty Deed. Volume 1157, Page 194 of the
Official Records of Brazos County, Texas.
Recording Data For Declaration: Declaration of Covenants, Conditions and Restrictions
are recorded In Volume 529, Page 28 of Offidal Records of Brazos
County, Texas.
Filed for Record in:
Management Location: BRAZOS COUNTY
Association Services On Nov 30:2009 at 04:02P
427 Dellwood, Bryan, Texas 77801 As a
Phone: 979/822 -4443, Fax: 979/822 -4447d lays
Document Number: 01047266
Management Agent: Amount 16.00
M. Jack Gressett
427 Dellwood, Bryan, Texas 77801Receiot Number - 379217
979/ 822 -4443, Fax: 979/ 822- 444Aiber noehisan
STATE OF TEXAS COUNTY OF BRAZOS
I hereby certify that this instrument was
Reatta Meadows Homeowners Association, Inc. riled on the date and time starved hereon by me
and was duly recorded in the volume and vase
of the Official Public records of!
/ / BRAZOS COUNTY 41, ' .e as starved hereon by me.
By. M. J,/ Gre . Manager of N° " 30i
STATE OF TEXAS HONORABLE KA EN MC CO Q Nt1Y ! COUNTY CLERK
COUNTY OF BRAZOS
This in rument was acknowledged before me on the 30 day
of 2009 by M. Jack Gressett, manager of services for Shadowcrest
Homeowners Association on behalf of said corporation and i the capacity therein stated.
My commissions expire • -\ -
Notary Public, State of Texas
ELAINE IN C7S:
N s , �.: N Huta;emirro ar
• • r 1 �I N W Sipptrr
• Bk
Amended Management Certifi DR 61 12e ` �i
><I) Shadowcrest Homeowners Association ` _ l
Date of Certificate: July 12, 2004
Name of Association: Shadowcrest Homeowners Association
Name of the Subdivision: The subdivisions are Blocks 1 through 5 of Woodcreek Phase
One, Blocks 6 through 11 of Woodcreek Phase Two, Block 12 of
Woodcreek Phase Three and Woodcreek Section Nine.
Subdivisions are described in the following plats: Volume 529, Page
23; Volume 750, Page 347: Volume 959, Page 797:and Volume
4110, Page 179 all of the Official Records of Brazos County, Texas
Recording Data For Declaration: Declaration of Covenants, Conditions and Restrictions
are recorded in Volume 545, Page 268; Volume 545, Page 303;
Volume 557, Page 25: Volume 774, Page 827; Volume 969, Page
793 and Volume 3081, Page 215 of the Real Property Records of
Brazos County, Texas.
Management Location: M. Jack Gressett
Association Services
427 Dellwood ST, Bryan TX 77801 -2524
Phone: 979/822 -4443, Fax : 979/823 -1852
Shadowcrest Homeowners Association, Inc.
/e
By: Al 0'2i/17A
M. Jac. ress_tt, Manager of Services
STATE OF TEXAS
COUNTY OF BRAZOS
This instrument was acknowledged before me on the Z0 day of
July, 2004 by M. Jack Gressett, manager of services for Shadowcrest Homeowners
Association, Inc. on behalf of said corporation and in the capacity therein stated.
My commissions expires ((•Zg05 ( v
Notary Public, State of Texas
UNDA D. BROWN
AZ Notary Publk. 919k
Ny CortKNaion
, , >' NOVEMBER 29, 2005