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HomeMy WebLinkAbout14-105FOR OFFICE USE ONLY CASE NO .: lj_ -j 0~ DATE SUBMITTED:D1" 1nT'4- TIME : +: 30 CITY Ul1 CfM JJ ~I ·. ST.\TION H'"'"JT,,otill<HJ L\1frmiry• STAFF : _AwOi.....<-------- ABANDONMENT OF PUBLIC RIGHT -OF-WAY/EASEMENT APPLICATION MINIMUM SUBMITTAL REQUIREMENTS: (8) $700 Abandonment of Public R.ight-of-Way/Easement Application Fee . [g] Application completed in ful l. This application form provided by the City of College Station must be used and may not be adjusted or altered. Please attach pages if additional information is provided . [g] All exhibits processed (except for Exhibit No . 4 , wh ich will be processed by staff). (8) Title report for property current within ninety (90) days or accompanied by a Nothing Further Certificate current within ninety (90) days . The report must include applicable information such as ownership, liens, encumbrances , etc. ~/n For unplatted property , a signed , sealed and dated metes and bounds description and a d iagram of the property showing the location of the abandonment. [g] For platted property, a copy of the plat showing the Jot, block, subdivision , and recording information . LOCATION OF RIGHT-OF-WAY/EASEMENT TO BE ABANDONED (include le al description): tease see attached metes and bounds description . APPLICANT/PROJECT MANAGER'S INFORMATION (Primary contact for the project): Name Mitchell & Morgan , PE C/O Veronica Morgan , PE Street Address 511 University Drive East, Suite 204 E-ma il v@mitchellandmorgan .com City College Station State Texas Z ip Code _7_78_4_0 ____ _ Phone Number 979-260-6963 Fax Number 979-260-3564 ---------------~ PROPERTY OWNER'S INFORMATION (ALL owners must be identified . Please attach an additional sheet for multiple owners): Name JAR Capital Investments, LLC CIO Alan Roberts E-mail Alan.Roberts@pumpco.cc Street Address : 1001 County Road 230 City Giddings State Texas Zip Code 78942 ------ Phone Number 979-542-9054 Fax Number 979-542-5610 ---------------~ The applicant has prepared this application and certifies that the facts stated herein and exhibits attached hereto are true and correct. IF THIS APPLICATION IS FILED BY ANYONE OTHER THAN THE OWNER OF THE PROPERTY, this application must be accompanied by a power of attorney statement of the owner. If there is more than one owner, all owners must sign the application or power of attorney. If the owner is a company, the application must be accompanied by proof of authority for the company's representative to sign the application on its behalf. ~~~---J~-=-~~~~_:-~~~~~~~ 17y//1/y Signature and title Date l 10/1 0 Page 1 of 8 TO THE MAYOR AND CITY COUNCIL OF THE CITY OF COLLEGE STATION: The undersigned hereby makes application for the abandonment of that portion of the above right-of-way partrcularly described in Exhibit No . 1, attached . In support of this application , the undersigned represents and warrants the follow in g : 1. The undersigned will hold the City of College Station harmless, and indemnify it against all suits , costs , expenses , and damages that may arise or grow out of such abandonment. 2. Attached , marked Exh ibit No . 1, is a sealed metes and bounds description of the area sought to be abandoned , prepared by a Registered Public Surveyor. 3. Attached , marked Exhibit No . 2 , is a copy of a plat or detailed sketch of that portion of the public right-of-way/ easement sought to be abandoned and the surrounding area to the nearest streets in all directions , showing the abutting lots and block , and the subdivision in which the above described right-of-way/easement is situated , together with the record owners of such lots . 4. Attached , marked Exhibit No . 3 , is the consent of all public utilities to the abandonment. 5. Attached , marked Exhibit No . 4 , is the consent of the City of College Station staff to the abandonment. 6 . Attached , marked Exhibit No . 5 , is the consent of all the abutting property owners , except the following : (if none , so state) Name Street Address City State _________ Zip Code ______ _ Reason consent was not obtained : If objecting , points of objection : Name E-mail Street Address City State -----------------~ _________ Zip Code Reason consent was not obtained : If objecting , points of objection : Name E-mail ------------------------------------ Street Address City State _________ Zip Code Reason consent was not obtained : If objecting , points of objection: 10/10 Pag e 2 of 8 7. 8. That there is no current public need or use for the easement or right-of-way because: e pu 1c nee w1 s 1 e mamtame y virtue o re ammg o t e easemen . aintain the storm sewer that is constructed in this easement. 9 . 11 . Such pub li c ri ght-of-way/easeme nt has been and is be ing used as fo ll ows: rt is used solely for a 48-inch storm sewer. er ons1 e easemen s. I swear that a ll of the information conta ined in th is applica ti on is true and correct to the best of my knowledge and be li ef. ~/1 ~ ~d,v'"?~ Signature and title Date STATE OF TEXAS Lee..-- COUTYOFB~S- S u bscr i bed § § § ACKNOWLEDGEMENT 1.·-::~~·:·~?~~ RACHEL l. ENDE RLIN •j ·~'1>\ N ~·: ~.:~-otary Public "-?.;,:._. •. ·:~/ STATE OF TEXAS '•,;,., Cf ""'''' M '"'"""' Y Co mm. Exp . November 14, 2017 10/10 Notary Pu ic in and for the State of Texas Page 3 of 8 Application for Abandonment of a Public Right-of-Way/Easement Location : 511 University Drive East, College Station, Te x as EXHIBIT NO. 1 Attached is a sealed copy of the metes and bounds description of the public right-of-way/easement situated in BLOCK F, LOT 2 & RANDALL'S UNIVERSITY PARK, LOT 1 (PT OF), COLLEGE HEIGHTS (CS), ACRES 1.1847 Addition/Subdivision to the City of College Station , Brazos County , Texas , sought to be abandoned . 10/10 Page 4 of 8 METES AND BOUNDS DESCRIPTION OFA 574.6 SQUARE FOOT TRACT PORTION OF LOT 2, BLOCK F COLLEGE HEIGHTS ADDITION COLLEGE STATION, BRAZOS COUNTY, TEXAS METES AND BOUNDS DESCRIPTION OF ALL THAT CERTAIN TRACT OR PARCEL OF LAND LYING AND BEING SITUATED IN COLLEGE STATION , BRAZOS COUNTY , TEXAS . SAID TRACT BEING A PORTION OF AN EXISTING DRAINAGE AND UTILITY EASEMENT , LOT 2, BLOCK F, COLLEGE HEIGHTS ADDITION , ACCORDING TO THE PLAT RECORDED IN VOLUME 466 , PAGE I45 OF THE DEED RECORDS OF BRAZOS COUNTY , TEXAS . SAID TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS : COMMENCING AT AN "X" FOUND IN CONCRETE ON THE NORTHEAST LINE OF SAID LOT 2 MARKING THE WEST CORNER OF LOT 4, RANDALL'S UNIVERSITY PARK, ACCORDING TO THE PLAT RECORDED IN VOLUME l I445 , PAGE I 76 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY , TEXAS , FOR REFERENCE A 112 INCH IRON ROD FOUND ON THE NORTHWEST LINE OF UNIVERSITY DRIVE (FM 60) MARKING THE SOUTH CORNER OF LOT IR, RANDALL'S UNIVERSITY PARK (PLAT II445/176) BEARS : S 48 ° 20' I2" E FORA DISTANCE OF I56.64 FEET ; THENCE: N 48° 20' 12" W ALONG THE COMMON LINE OF SAID LOT 2 AND SAID LOT IR FOR A DISTANCE OF 1.54 FEET TO THE POINT OF BEGINNING OF THIS HEREIN DESCRIBED TRACT ; THENCE: S 37 ° I I' 48" W THROUGH SAID LOT 2 AND ALONG THE SOUTHEAST LINE OF SAID EXISTING EASEMENT FORA DISTANCE OF 115 .03 FEET TO AN ANGLE POINT IN SAID EASEMENT; THENCE: N 46 ° 05' 49" W CONTINUING THROUGH SAID LOT 2 AND ALONG THE EXTENSION OF THE NORTHEAST LINE OF SAID EASEMENT FORA DISTANCE OF 5.03 FEET ; THENCE: N 37° I I' 48" E CONTINUING THROUGH SAID LOT 2, 5.00 FEET FROM AND PARALLEL TO THE SOUTHEAST LINE OF SAID EXISTING EASEMENT FORA DISTANCE OF 114.83 FEET TO THE COMMON LINE OF SAID LOT 2 AND SAID LOT lR; THENCE: S 48 ° 20' 12" E ALONG THE COMMON LINE OF SAID LOT 2 AND SAID LOT IR FOR A DISTANCE OF 5.02 FEET TO THE POINT OF BEGINNING CONTAINING 574 .6 SQUARE FEET OF LAND , MORE OF LESS , AS SURVEYED ON THEGROUNDMARCH20I4 . BEARINGSYSTEMSHOWNHEREINISBASEDONGRIDNORTHASESTABLISHEDFROM GPS OBSERVATION . SEE PLAT PREPARED APRIL 20 I4 FOR MORE DESCRIPTIVE INFORMATION . BRAD KERR REGISTERED PROFESSIONAL LAND SURVEYOR No . 4502 D :/WORKIMAB/14-1 64.MAB Application for Abandonment of a Public Right-of-Way/Easement Location : 511 University Drive East, College Station, Texas EXHIBIT NO. 2 Attached is a copy of a plat or detailed sketch of the public right-of-way /easement sought to be abandoned in the above- mentioned application , showing the surrounding area to the nearest streets in all directions , abutting lots , the block or blocks in which the portion of the public right-of-way/easement sought to be vacated is situated , and the addition or subdivision in which the portion of the public right-of-way/easement sought to be abandoned is situated. Also , the names of record owners of the abutting lots are shown . 10/10 Page 5 of 8 SCALE: 1" 20' I I I I I S 48"20'12" E 5.02' LOT 1 R RANDALL'S UNIVERSITY PARK PLAT 11445/176 I I "X" FOUND IN CONCRE1E LOT 4 RANDALL'S UNIVERSITY PARK PLAT 11445 176 I I I I I I I I LOT 2, BLOCK F 10' UTILITY EASEMENT 466/145 N 46"05 ' 49" W 5.03' " " " " . ' "· " . "-"'-SEE ME1ES AND BOUNDS PREPARED APRI L '-2014 FOR MORE DESCRIPTIVE INFORMATION. ' ' BEARING SYS1EM SHOWN HEREON IS BASED ON GRID NORTH AS ESTABLISHED FROM GPS OBSERVATION . SURVEY PLAT OF A 5' WIDE TRACT PORTION OF LOT 2, BLOCK F COLLEGE HEIGHTS ADDITION VOLUME 466, PAGE 145 COLLEGE STATION, BRAZOS COUNTY, SCALE : 1 INCH = 20 FEET SURVEY DATE: MARCH 2014 PLAT DATE : 04-09-14 JOB NUMBER : 14-164 CAD NAME : 14-1 64 CR5 FILE : 14-1 64 PREPARED BY : KERR SURVEYING, LLC 409 N. TEXAS AVENUE BRYAN. TEXAS 77803 PHONE (979) 268-3195 TEXAS Application for Abandonment of a Publ ic Right-of-Way/Easement Location : 5'/ 1 University Drive East,_<;:ollege Station, Texas EXHIBIT NO. 3 The undersigned public utility companies , using or entitled to use , under the terms and provisions of our respective franch ises with the City of College Station, that porlion of the public right-of-way/utility easement sought to be abandoned in the Application for Abandonment above referred to, do hereby con sent to the abandonment of the described portion thereof . ATMOS ENERGY By : Tille : Project S pec ialist VERIZON TELEPHONE COMPANY By : Title : ------------------- SUDDENLINK COMMUNICAT IONS By : Title : ------------------- BRYAN TEXAS UTILITIES By : Tille: ------------------- 10/10 Page 6 ol 8 Appl icati on for Ab and on m ent of a Pub li c Right-of-W ay/E as em ent Locat ion: 511 Un ive rsity Driv e East,_ College Sta/ion, Texas EXHIBIT NO. 3 The undersigned pu blic utility companies, us ing or entitled to use, under the terms and provisions of our respective franch ise s with th e City of Co llege Station, tha t po rt ion of the public right-of-way/ut ility easement sought to be abandoned in the Ap plication for Abandonment above referr ed to , do hereby consent to th e abandonment of the described portion there of. A TM OS ENERGY By : Title ; ------------------- VERIZON TELEP HO NE COM PAN Y SUDD ENLINK COMMUNICATION S By : T itle : BR YAN TEXAS UTILITIES By: T it le: ----· -------------- 10/10 Page 6 of 8 App li cation for Aba nd onment of a Public Right-of-Way/Easement Location : 511 Un ivers ity Drive East, College Sta tion, Texas E~JilBJL~Q._3 The unders igned publ ic util ity co mpanies, us ing or ent itle d to use , under the te rms and provis ions of our respective franchises with the City of College Sta ti on , that port ion of the pub li c right-of-way/uti li ty easement sought to be abandoned in the Application for Abandonment above referred to . do hereby consent to the aba ndonment of the described port ion the reof . AT MOS ENERG Y By : T itle : -------------------- VERIZO N TELEPHONE COMPANY By : Title : SUDDENLINK COMM UNICATIO NS BR YA N T EXAS UTILI T IE S By : Title : -------------------- 10/10 Page 6 of 6 Application for Abandonment of a Publ ic Right-of-Way/Easement Location 511 University Drive East, College Sia/ion, Texas EXHIBIT NO. 3 The undersigned public utility companies , using or entitled to use, under the terms and provisions of our respective franch ises with the City of College Station , that portion of the public right-of-way/utility easement sought to be abandoned in the Application for Abandonment above referred lo, do hereby consent to the abandonment of the described portion thereof. ATMOS ENERGY By : Title : ------------------- VERI ZON TELEPHONE COM PANY By : Title : ------------------- SUDDENLINK COMMUNICATIONS By : Title : --~---------------- 10/10 Page 6 of 8 Application for Abandonment of a Public Right-of-Way/Easement Location : 511 University Drive East, College Station, Te xas EXHIBIT NO. 4 The undersigned , City staff of the City of College Station , certify that they have carefully considered the Application for Abandonment of the public right-of-way/easement referred to above from the standpoint of City of College Station ordinances and with respect to present and future needs of the C ity of College Station and see no objection to the requested abandonment from the City's standpoint. 10/10 Electric Department City of College Station Public Works Director City of College Station --- City of College Station Fire Marshal City of College Station Water Services Department City of College Station Page 7 of 8 05 /22 /2 0 14 16:14 FAX 979 7 64 3403 Application for Abandonment o f a Public Right-of-Way/Easeme"t COLLEGE -STATIO -FD Loca ti on : 511 _Unl'!!rs~'t.?!.~v~.Y.~~!:_ C9/lege__~!~':n'. Te_x_ss __ EXl:llBJ.I.HQ 4 141001 /00 1 The unders igned, City staff ot the City of College Station , certify that they have carefully considered the Application for Abandonment of the public t ight-of-way/easement referred to above f rom the standpoint of City of College Station ordina nces and with respect to present and future needs of the City of College Station and see no objection to the requested abandonment from the City's standpoint. 10/10 C ity Engineer C ity of College Station Z oningOfflcial --··---- C ity of College Station El ectric Department C ity of College Station F>ub 1icwor1<s Direcfo-r-· ·--·---------- C ity of College Station Building Official City of College Station Fire ·Marshal City of College Station Water -Services Department --- City of College Station Page 7 of 8 Application for Abandonment of a Pub li c Rlght-of-WayfEasement Location : 511 University Drive East, Cc;il/ege Station, Texas .li~l.fllLNQ.__4 The undersigned, City staff of the C ity of College Station, certify that they have carefully considered the Application for Abandonment of the public right-of-way/easement referred to above from the standpoint of C ity of College Statlon ordinances and with respect to present and future needs of the City of College Station and see no objection to the requested abandonment from the City's standpoint. 10110 City Engineer City of College Station Zoning Offitial City of College Station _Lj; 1/;,.;.;~~· ·fu~!fi~~n-·· . -~· !'(_ City of College Stati n , - Public Works Director City of College Station Building Official City of College Station Fire Marshal City of College Station Water Services Department City of College Station Page 7 of 6 04/28/2014 15 :05 '37'37543452 Applicat ion for Abandonment of a Public Rlght--Of-Way/Easement Loca ti on: ~!.! University Drive Ea ~. C9fle g;__~!~tion, Taxas CO LLEGE STA TI ON UTIL PAG E 01/01 ~ttJ.aJL~.0. .. .4. The un dersigned , City staff of the City of College Statior'I, certify tha t they have cafefully considered the Application for Abandonment of the public rtght-of-wayfeasement referred to above from the standpoint of City of College Station ord inances and with respect to present and tuture needs of the City of College Stat ion and see no objection to the requested abandonment from the City's standµolnt. 10/10 ·cit y Enginee r City of Co ll 99e Statior'I ·--:-=-c-.,...----···· "•·---~---.. ··---Zoning Offlcla l City of College Station Electric Departmenc-·--·----·-·· ·--·-- City of College Statioh Publ !c Works Dlrecior·-----·------ Clty of College Station Build ing Offic lal -~--­ City of College Station =F,-ire-,M~ars_,h,--a-r-1 -··----------·-­ Clty of College Station ~~ _'Ll__~,M~C.zorCf Water Services Department City of College Station 04/28/2014 1 3 :1 3 9797543489 Application fo r Abandonment of a Public Right-of-Way/Easement Locatio n: 511 University Drive East, College Station, Texas PUBLI C: WORKS j The unders igned, City staff of the City of College Station , certify that they have carefully coMldered the AP Abandonment of the public right-of"way/easement referred to above from the standpoint of City of Col . ordinances and with respect to present and future needs of the City of College Station and see no obj · .. reqoested abandonment from the City's standpoint. ! City Engineer City of College Station Zoning Officia l City of College Station ,,,,,.--,--,,--:,.-.--.....,..----~---···-·---Electric Department City of College Station City of College Station 10110 Building Official City of College Station Fire Marshal City of College Station Water Services Department City of College Station PAGE 0 1 Application for Abandonment of a Public Right-of-Way/Easement Location : 511 University Dri ve East, College Station, Te xa s EXHIBIT NO. 5 The unders igned , owners of property abutting upon that port ion of the public right -of-way/easement named and described in the Application for Abandonment of a Publ ic Right-of-Way/Easement referred to above , do hereby consent to such abandonmen t. NAME : ADDRESS : NAME : ADDRESS : NAME : ADDRESS : NAME : ADDRESS : 10/10 Print Form Pa ge 8 of 8 MITCHELL M M MORGAN To: City of College Station We are sending you : D Drawings D Letter 511 University Drive East, Suite 204 College Station, TX 77840 (979) 260-6963 (979) 260-3564 Fax info@mitchellandmorgan.com www.mitchellandmorgan.com Letter Of Transmittal Date: 4/17/2014 Job: 1422 Attention: Kelli Schlicher Re: 511 University Building Renovation [i] Attached D Plans D Order D Under separate cover via _____ the following: D Prints D Samples D Specifications D Other _______________ _ Item Date # of Copies Description 1 2 3 4 4/17/2014 4/16/2014 3/1/1980 2111/2013 Transmitted as checked below: 1 1 1 1 Administrative Adjustment Application & Fee Nothing Further Certificate Final Plat Proof of Authority D For approval D Approved as noted DD Resubmit. ___ copies for approval D For your use D Approved as submitted Submit. ___ copies for distribution Q As requested DD Returned for corrections D Return, ____ corrected copies lXJ For review Other ____________ _ Remarks: If you have any questions or comments, please contact us at 260-6963. Copy to: _F_il_e ____________ Signed: Kerry P illow CITY OF Coll.EGE STATIO Home of Texas A&M Univmity" FOR OFFICE USE ONLY CASE NO .: DATE SUBMITTED:------ TIME : STAFF : --------~ PLANNING & DEVELOPMENT SERVICES TRANSMITTAL LETTER Please check one of the options below to clearly define the purpose of your submittal. ~ New Project Subm ittal O Incomplete Project Submittal -documents needed to complete an application . Case No .: O Existing Project Submittal. Case No .: Project Name 511 University Drive East Building Renovation Project Contact Name Veronica Morgan Phone Number 979-260-6963 ------------~ We are transmitting the following for Planning & Development Services to review and comment (check all that apply): O Comprehensive Plan Amendment 0 Rezon ing Application 0 Cond it ional Use Permit 0 Preliminary Plan D Final Plat D Development Plat D Site Pla n D Special District Site Plan D Special District Building I Sign 0 Landscape Plan D D Non-Residential Architectural Standards Irrigation Plan D Variance Request D D D D D Development Permit Development Exaction Appeal FEMA CLOMA/CLOMR/LOMA/LOMR Grading Plan Other -Please specify below INFRASTRUCTURE AND ENGINEERING DOCUMENTS All infrastructure documents must be submitted as a complete set. T he following are included in the complete set: D Comprehensive Plan Amendment D Waterline Construction Documents D TxDOT Driveway Permit D Sewerline Construction Documents D TxDOT Utility Permi t D Street Construction Documents D Drainage Letter or Report ~ Easement Application D Fire Flow Analysis D Other -Please specify Special Instructions : 10/1 0 Print Form GFNo.: 141304 Examiner: Steven Van Buren Effective Date: March 16, 2014 STATE OF TEXAS COUNTY OF BRAZOS NOTHING FURTHER CERTIFICATE THIS IS TO CERTIFY: That we have examined the records of the County Clerk of Brazos County, Texas as they are reflected in the geographically indexed title plant of University Title Company as to the following property , to-wit: Lot Two (2), Block "F", College Heights Addition, City of College Station, according to plat tbereofrecorded in Volume 466, Page 145 of the Deed Records of Brazos County, Texas. And that our records reflect that the following is a true and correct list of documents affecting title to the real property described supra between the dates of April 1, 2013 and March 16, 2014: Special Warranty Deed: Grantor: Wayne Carroll Enterprises, LLC Grantee: JAR Capital Investments, LLC Dated: April 10, 2013 Recorded: Volume 11267, Page 262, Official Records, Brazos County, Texas. Release of Lien: From: THe Bank & Trust of Bryan/College Station To: Wayne Carroll Enterprises, LLC Dated: April 11, 2013 Recorded: Volume 11286, Page 279, Official Records, Brazos County, Texas. Quit Claim Deed: Grantor: 615 EUD, LLC Grantee: JAR Capital Investments, LLC Dated: May 23, 2013 Recorded: Volume 11363, Page 221, Official Records, Brazos County, Texas. This certificate is issued with the express understanding, evidenced by the acceptance of same that the undersigned does not undertake to give or express any opinion as to the validity of the title to the property above, but is simply reporting briefly herein as to the instruments listed above found of record pertaining to said property, and it is expressly understood and agreed that this Certificate is neither a guaranty nor warranty of the title. By acceptance of this Certificate it is understood that the liability of the issuer hereof is expressly limited to the actual monetary consideration paid for same. We have not made any examination as to property taxes , tax suits, special assessments or conflicts. COMPANY AGREEMENT OF JAR CAPITAL INVESTMENTS, LLC This Agreement of JAR Capital Investments , LLC , dated as of the 11th day of February , 2013 , is adopted by the Managers and Member (as defined below). ARTICLE I DEFINITIONS As used herein , the following terms have the following meanings : Section 1.01 . "Additional Member" means a person or entity who is admitted into the Company pursuant to the terms of Section 3.02 . Section 1.02 . "Agreement" shall mean this Agreement , as from time to time amended under Section 13 .01 . Section 1.03 . "Approval of the Members" or "Approved by the Members" means the approval of those Members who , at the time the Company action is being considered for approval , own at least a majority of the Shares entitled to vote on the action in quest ion . Section 1.04 . "BOC " means the Texas Business Organizations Code , as amended from time to time , and any successor statute . Section 1.05 . "Certificate" shall mean the Certificate of Formation of the Company . Section 1.06 "Code" means the Internal Revenue Code of 1986 , as amended from time to time (or any corresponding provisions of succeeding law). Section 1.07. "Company" means JAR Capital Investments, LLC . Section 1.08 "Manager'' means any Person named in the Certificate as an initial Manager of the Company and any Person hereafter elected as a Manager of the Company as provided here in, but does not include any Person who has ceased to be a Manager of the Company . Section 1.09 . "Members" means the Members executing this Agreement, any Additional Member who purchases a Membership Interest and any Substituted Member, but excluding any person or entity who ceases to be a Member of the Company pursuant to this Agreement. Section 1.10. "Membership Interests" means an ownership interest as a Member in the Company , as represented by a Member's Sharing Percentage as set forth on Exhibit "A ," which is attached hereto and incorporated herein for all purposes , as such Exhibit may be amended from time to time . Section 1.11 . "Membersh ip Units" means one or more type units a member receives for property or services contributed by that Member, wh ich shall reflect the Member's ownership interest in the Company. Section 1.12 . "Permitted Transferee " means any Member; a member of a Member's immediate fam ily ; a trust , including a char itable remainder trust , corporat ion , limited liability company , or partnership controlled by a Member or members of a Member's immediate family ; or another Person controlling, controlled by , or under common control with a Member. In the case of a Member that is a trust , any trust beneficiary shall be deemed a Perm itted Transferee . Section 1.13 . "Sharing Percentage " means a Member's interest in the Company , as shown on Exhibit "A ," attached hereto and incorporated herein for all purposes , as s uch Exh ibit may be amended from time to time . Section 1.14 . "Substituted Member" means any person or entity admitted to the Company pursuant to Section 9.05 . ARTICLE II FORMATION OF COMPANY Section 2 .01 . Formation . The Company has been organized as a Texas lim ited liability company by the filing of the Certificate under and pursuant to the BOC and the issuance of a Cert ificate of Formation for the Company by the Secretary of State of Texas . Section 2.02 . Name . The name of the Company is JAR Capital Investments , L LC . All Company business must be conducted in that name or such other names that comply with applicable law as the Managers may select from time to t ime. Sect ion 2 .03 . Registered Office and Registered Agent: Principal Place of Business . The registered office of the Company required by the Act to be maintained in the State of Texas sha ll be the office of the initial reg istered agent named in the Certificate or such other office {which need not be a place of business of the Company) as the Managers may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Texas sha ll be the in it ial registered agent named in the Certificate or such other Person or Persons as the Managers may designate from time to time in the manner provided by law. The principal office of the Company in the United States shall be at such place as the Managers may designate from ti me to time , which need not be in the State of Texas, and the Company shall maintain records there as required by Section 3.151 of the BOC and shall keep the street address of such princ ipal office at the registered office of the Company in the State of Texas . The Company may have such other offices as the Managers may designate from time to time . Section 2.04 . Term . The Company commenced on the date the Secretary of State of Texas issued a Certificate of Organization for the Company and shall continue in existence for the period fixed in the Certificate for the duration of the Company , or such earlier time as this Agreement may specify . Section 2.05 . T itle to Company Property . All property owned by the Company , whether real or personal , tangible or intangible , shall be deemed to be owned by the Company , and no Member, ind ividually , shall have any ownersh ip of such property. The Company shall hold all of its property in its own name . Sect ion 2.06 . No State Law Partnersh ip. The Members expressly d isclaim any intent whatsoever (a) that the Company be a partnership (including , without limitation , a limited partne rship) or joint venture , and (b) that any Member or Manager be a partner or joint venturer -2- of any other Member or Manager, for any purpose; further , the Members expressly agree that this Agreement shall not be construed to suggest otherwise . ARTICLE Ill MEMBERS Section 3 .01 . Members . The name of the Members of the Company are set forth in Exhibit A attached hereto. Section 3.02 . Additional Members . Additional persons may be admitted to the Company as Members as follows : (a) If a person desires to acquire a Membership Interest directly from the Company , such acquisition may be made and such person admitted to the Company as an additional Member, provided that the Managers gives their prior written consent to such acquisition and admission and the terms and conditions thereof. (b) If a person desires to acquire a Membership Interest pursuant to a sale , assignment , or other disposition from an exist ing Member, such sale , assignment , or other disposition and the admission of the person as a Substituted Member shall become effective only upon compliance with Article IX. (c) No Member or assignee of a Member shall have any preempt ive rights with respect to the issuance or sale of Membership Interests . Section 3.03 . Liability to Third Parties . No Member or Manager shall be liable for the debts , obligations , or liabilities of the Company , including under a judgment decree or order of a court . Section 3.04. Withdrawal. No Member shall have the right to withdraw or resign from the Company as a Member. Section 3.05 . Lack of Authority . No Member (other than a Member serving as a Manager or a Member designated by the Managers as an officer or agent of the Company) has the authority or power to act for or on behalf of the Company , to do any act that would be binding on the Company , or to incur any expenditures on behalf of the Company . Section 3.06 . Meetings of Members . (a) All meetings of the Members shall be held at the pr incipal place of business of the Company as provided in Section 2.03 or at such other place within or without the State of Texas as shall be specified by the Managers or Members calling the meeting. The not ice of a meeting shall state the nature of the business to be transacted at such meeting , and actions taken at any such meeting shall be limited to those matters specified in the notice of the meeting . Written notice of any meeting shall be given to all Members not less than seven (7) and no more than thirty (30) days pr ior to the date of the meeting . (b) The annual meeting of the Members for the election of the Managers and for the transaction of all business which may come before the meeting shall be held on the -3- second Monday of February in each year (if not a legal holiday and, if a legal holiday, then on the next business day following) at the hour specified in the notice of the meeting . If the annual meeting is not held on the date above specified , or if the election of the Managers shall not be held on that date, the Managers shall cause a special meeting of the Members in lieu thereof to be held as soon thereafter as convenient, and any business transacted or election held at that meeting shall be as valid as if held at the annual meeting . Failure to hold the annual meeting at the designated time shall not work a dissolution of the Company. (c) Special meetings of the Members may be called at any time by the Managers or those Members whose Sharing Percentages aggregate at least ten percent (10%) of the Sharing Percentages of all Members . (d) Members owning at least a majority of the Sharing Percentages owned by all of the Members shall constitute a quorum at any meeting of the Members , whether present in person or by proxy . (e) All Members shall be entitled to vote at meetings. Each Member's percentage voting power shall be in proportion to his respective Sharing Percentage. Unless otherwise specified in this Agreement, a vote of a majority in interest of the Members present at a meeting (either in person or by proxy) shall be binding on the Members and the Company as to all matters to r ightfully come before the meeting . (f) Each Member may authorize any person or entity to act on the Member's behalf by proxy in all matters in which a Member is entitled to participate, whether by waiving notice of any meeting , or voting or participating at a meeting. Every proxy must be signed by the Member authorizing such proxy or such Member's attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy . Every proxy shall be revocable at the pleasure of the Member executing it. (g) All meetings of the Members shall be presided over by the chairman of the meeting , who shall be a Manager or representative thereof designated by the Managers. The chairman of any meeting of Members shall determine the order of business and the procedure at the meeting , including such regulation of the manner of voting and the conduct of discussion as seems to the chairman in order. (h) Any act required or permitted to be taken at any meeting of the Members may be taken without a meeting , without prior notice, and w ithout a vote , if a consent or consents in writing , setting forth the action so taken , is signed by the Members having not fewer than the minimum number of votes that would be necessary to take the action at a meeting at which all Members entitled to vote on the action were present and voted . Subject to the provisions required or permitted by the BOC , the Members may participate in and hold a meeting of the Members by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting may hear each other. (i) For the purpose of determining the Members entitled to notice of or to vote at any meeting of Members or any reconvening thereof or by consent , the Managers may provide that the transfer record shall be closed for at least ten (10) days immediately preceding such meeting or the first solicitation of consents in writing . If the -4- transfer record is not closed and if no record date is fixed for determining the Members entitled to notice of or to vote at a meeting of Members or by consent , the date on which the notice of the meet ing is mailed or the first sol icitation of consents in writing shall be the record date for such determination . ARTICLE IV CAPITALIZATION Sect ion 4 .01 . Capital Contributions . Contemporaneously with the execut ion by the Members of th is Agreement , each Member shall make the Capital Contributions described for that Member in the organizational minutes of the Managers . Section 4 .02 . No Additional Capital Contributions . No Member shall be required to make an additional Cap ital Contribution , and no Membe r may voluntarily make an additional Capital Contribution without the Approval of the Members . The Managers may request add it ional Capital Contributions from the Members in accordance with the following provis ions : (a) The Managers shall deliver to each Member a written request for each additional Capital Contribution , to which shall be attached a statement setting forth the amount of additional Capital Contribut ion requested of each Member, the purposes for which such add itional Capital Contributions will be expended , and the date on which such additional Cap ital Contributions shall be due (the "Contribution Date "), wh ich date shall be not less than th irty (30) days after date of such request. (b) Within ten (10) days after delivery of the statement described in subparagraph (a) above , each Member shall deliver to the Managers that Member's approval or reject ion of the proposed additional Capital Contribution . A Member's fa ilure to reply to the notice delivered by the Managers under subparagraph (a) above sha ll be construed as a refusal by such Member to accept the proposed add itional Capital Contr ibution . A Member's refusal to make an additional Capita l Contribution shall not be construed as a breach by such Member of this Agreement , and a Member's approval of an additional Capital Contribution shall not be construed as such Member's approval of any subsequent proposed additional Capital Contribution . (c) If the Approval of the Members is obtained w ith respect to a proposed add itional Capital Contribution, the Managers shall notify all Members of such Approval of the Members . Those Members who consented to such additional Capital Contribution shall contribute the amount of their agreed add itional Capital Contributions within ten (10) days after receipt of the notice delivered by the Managers in accordance with the preced ing sentence or , if later, by the Contribut ion Date. If less than all Members consent to such additional Capital Contribution , those Members who consented to such additional Capital Contribution may , but shall not be required to , contribute that portion of the proposed additional Capital Contribution that would have been contributed by those Members who did not consent to such additional Capital Contribution in proportion to the contributions made by all Members who consented to such addit ional Capita l Contribution . The Members who consented to such addit ional Capital Contribution may agree among themselves to make such additional Capital Contributions totaling the amount of the additional Capital Contributions requested of the Members in proportions different from the those determined under the preced ing sentences , but any such -5- agreement shall be set forth in writing, executed by the Members making such agreement and delivered to the Managers . (d) The Capital Accounts of those Members who consented to, and made, an additional Capital Contribution shall be credited with the amount of the additional Capital Contributions made by such Members. In addition, the capital of the Company shall be restated as if the Company had liquidated on the last day of the calendar month immediately preceding the date of the contribution of such additional Capital Contributions and the Sharing Percentages and Distribution Percentages of all Members shall be adjusted to reflect the ratios of the restated Capital Accounts of the Members to the total capital of the Company . Section 4 .03 . Capital Accounts . At such time as the Company has more than one Member, a Capital Account shall be established for each Member. No Member shall receive any interest or dividend with respect to his Capital Account. Furthermore , no Member shall have the right to demand the return of his contribution to the capital of the Company except as otherwise provided in this Agreement. If any Member is entitled to receive a return of his contribution to the capital of the Company , such Member shall not have the right to receive any property other than cash except as otherwise provided in this Agreement. Section 4 .04. Loans. Any Member, with the consent of the Managers, may lend money to the Company . If any Member makes any loan or loans to the Company, the amount of any such loan shall not be treated as a contribution to the capital of the Company but shall be a debt due from the Company . Any Member's loan to the Company shall be repayable out of the Company's cash and shall bear interest at a nonusurious rate determined by the Managers . None of the Members shall be obligated to loan money to the Company. ARTICLE V ALLOCATIONS AND DISTRIBUTIONS Section 5.01 . Allocations. Each item of net income and net loss for any Company taxable year shall be allocated to the Members in proportion to each Member's Sharing Percentage . Section 5.02 . Distributions . Distributions, if any , shall be made at such times and in such amounts as the Managers may determine. The Managers will endeavor, however, to make annual distributions to the Members in amounts sufficient to enable the Members to pay federal , state , and local taxes upon the Company net income required to be reported by each of them . ARTICLE VI BANK ACCOUNTS, BOOKS OF ACCOUNT, REPORTS, TAX COMPLIANCE AND FISCAL YEAR Section 6.01 . Bank Accounts; Investments . The Managers shall establish one or more bank accounts into which all Company funds shall be deposited . No other funds shall be deposited into these accounts . Funds deposited in the Company's bank accounts may be withdrawn only for Company purposes , to pay Company debts or to be distributed to the Members under this Agreement. Company funds , however, may be invested in such United -6- States issued or guaranteed securities , and money market funds , as the Managers may select unt il withdrawn for Company purposes . Section 6.02 . Books and Records . The Managers shall keep complete and accurate books of account and records relative to the Company's bus iness . The books shall be prepared in accordance with the cash method of accounting . The Company's books and records shall at all times be maintained at the principal business office of the Company and shall be available for inspection by the Members or their duly authorized representatives during reasonable business hours. The books and records shall be preserved for four years after the term of the Company ends . Section 6.03 . Federal Income Tax Treatment. The Company shall be treated as a disregarded entity for federal income tax purposes . The Managers are hereby authorized to make such elections and to take any and all action to ensure that the Company maintains such treatment for federal income tax purposes . ARTICLE VII MANAGEMENT Section 7.01 . Management by Managers . Except for situations in which the Approval of the Members is required by this Agreement (including Section 7.03) or by nonwaivable provisions of applicable law, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of the Managers , and the Managers may make all decisions and take all actions for the Company not otherwise provided for in th is Agreement , including , without limitation , the following : (a) Borrow money from any source , including , without limitation , from a Member and, if security is required therefor , to pledge or subject to any other security device any portion of the Company's property , to obtain replacements of any security device , and to prepay, in whole or in part, refinance , increase , modify , consolidate or extend any security device , all of the foregoing at such terms and in such amounts as the Managers deem , in their sole discretion , to be in the best interest of the Company ; (b) Employ from time to time, on behalf of the Company, persons , firms or corporat ions for the operation and management of the Company , including , without limitation , attorneys and accountants , on such terms and for such compensation as the Managers shall determine . (c) Make decisions as to accounting principles and elections, whether for book or tax purposes (and such dec isions may be different for each purpose); (d) Set up or modify record keeping , billing and accounts payable accounting systems ; (e) Open checking and savings accounts, in banks or similar financial institutions , in the name of the Company or in the name of a nominee , with or without indicat ion of any fiduciary capacity, and deposit cash in and withdraw cash from such accounts ; -7- (f) Adjust, arbitrate, compromise, sue or defend , abandon or otherwise deal with and settle any and all claims in favor of or against the Company as the Managers shall , in their sole discretion , deem proper; (g) Enter into, make, perform and carry out all types of contracts and other agreements, and amend , extend , or modify any contract or agreement at any time entered into by the Company; (h) Execute , on behalf of and in the name of the Company , any and all contracts , agreements , instruments , notes , certificates, titles or other documents of any kind or nature as deemed necessary and des irable in the sole discretion of the Managers ; and (i) Do all acts necessary or desirable to carry out the business for which the Company is formed or which may facilitate the Managers' exercise of the ir powers hereunder. Section 7 .02. Right to Rely on Managers . No person , firm or governmental body dealing with the Company shall be required to inquire into , or to obtain any other documentation as to , the authority of the Managers to take any action permitted under Section 7.01 . Furthermore , any person or entity dealing with the Company may rely upon a certificate signed by the Managers as to the following : (a) The identity of the Manager or any Member; (b) The existence or nonexistence of any fact or facts that constitute a condit ion precedent to acts by the Managers or which are in any other manner germane to the affairs of the Company; (c) The persons or entities who are authorized to execute and deliver any instrument or document of the Company; or (d) Any act or failure to act by the Company or any other matter whatsoever involving the Company or any Member. Section 7 .03. Specific Limitations on Managers . Notwithstand ing anything to the contrary in this Agreement or the BOC , without having received the prior written Approval of the Members of the specific act in question, the Managers sha ll have no right, power or authority to do any of the following acts , each of which is considered outside the ord inary course of Company business : (a) To do any act in contravention of this Agreement ; (b) To change or reorganize the Company into any other legal form ; (c) To dissolve the Company at w ill ; (d) To sell , transfer, convey , assign , lease, license or otherwise d ispose of substantially all of the Company's assets or properties ; -8- ----------------------' (e) To amend this Agreement , except to the extent provided in Section 15.09 ; (f) To amend the Certificate; (g) To use the Company name , credit or property for other than Company purposes ; (h) To loan any Company funds to himself or any of his affiliates ; (i) To merge , consolidate , or otherwise combine the Company with or into any other person or entity , or to agree to a share or interest exchange or any other transaction authorized by or subject to the provisions of Chapter Ten of the BOC ; (j) To enter into any reorgan izat ion , recap italization or other similar transaction effecting the Company or its assets or properties ; (k) To authorize any transaction, agreement , or action on behalf of the Company that is unrelated to its purpose as set forth in this Agreement or the Certificate or that contravenes this Agreement; or (I) To authorize any act that would make it impossible to carry on the ordinary business of the Company. The lim itations in th is Section 7 .03 shall not be applicable to any Manager or any Liquidator, as defined in Section 12.01, in winding up and liquidating the business of the Company under Article XII. Section 7 .04 . Number. Selection and Tenure of Managers . (a) Subject to change by the Approval of the Members, the number of Managers of the Company shall be the number set forth in the Certificate as the number of Managers constituting the initial Managers . Each Manager shall hold office for the term for which he is elected and thereafter until his successor shall have been elected and qualified , or until his earlier death , resignation or removal. Unless otherwise provided in the Certificate , Managers need not be Members or residents of the State of Texas . (b) Each Manager (whether an initial or a successor Manager) shall cease to be a Manager upon the earliest to occur of the following events : (i ) such Manager's successor is elected and qualified ; (ii) such Manager shall resign as a Manager, by giving written notice of such resignat ion to the Members ; (iii) such Manager, if a natural person , shall d ie , or become permanently disabled (whether physical or mental), or become bankrupt or insolvent; or (iv) such Manager is removed, with or w ithout cause , by the Approval of the Members . (c) Members . Any vacancy in a Manager's pos it ion shall be filled by the Approval of the -9- (d) Nothing regarding the appointment or removal of any Manager contained in this Section 7 .04 shall limit or otherwise affect the fiduciary duty of a Manager to exercise his authority for the benefit of the Company and all of the Members . Section 7 .05 . Meetings of the Managers . (a) Meetings of the Managers , regular or special , may be held either within or without the State of Texas , at whatever place is specified in the call of the meeting . In the absence of a specific designation , the meetings shall be held at the princ ipal office of the Company as provided in Section 2.03 . (b) The Managers shall have an annual meeting immediately after the annual meeting of the Members . (c) Attendance of a Manager at a meeting shall constitute a waiver of notice of such meeting , except where a Manager attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened . Ne ither the business to be transacted at , nor the purpose of, any regular or special meeting of the Managers need be specified in the notice or waiver of notice of such meeting . (d) Unless otherwise required by the BOC , the Certificate , or this Agreement , a majority of the total number of Managers fixed by or in the manner provided in this Agreement shall constitute a quorum for the transaction of business. The act of a majority of the Managers present at a meeting at which a quorum is present shall be the act of the Managers . Section 7.06 . Action by Written Consent or Telephone Conference. Any act required or perm itted to be taken at any meeting of the Managers or any committee of the Managers may be taken without a meeting , without prior notice and without a vote , if a consent or consents in writ ing , setting forth the action so taken , is signed by the Managers or committee members , as the case may be , having not fewer than the minimum number of votes that would be necessary to take the action at a meeting at which all Managers or committee members , as the case may be , entitled to vote on the action were present and voted . Subject to the provisions required or permitted by the BOC , Managers or any members of any committee may participate in and hold a meeting of the Managers or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting may hear each other . Participation in such a meeting shall constitute presence in person at the meeting except where a person participates in the meet ing for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened . Section 7.07 . Costs . Expenses and Reimbursements. (a) All direct, third party out-of-pocket costs and expenses reasonably incurred by the Managers in organizing the Company and in managing and conducting the business and affairs of the Company, including expenses incurred in providing or obtaining accounting , legal , and other professional, technical , administrative , and other services and advice as the Managers may deem necessary or desirable shall be paid or reimbursed by the Company as a Company expense . -10- (b) The Managers shall be entitled to receive from the Company reimbursement for the general and administrative costs (including travel expenses) actually incurred by them in managing and conducting the business and affairs of the Company in such amounts as shall be determined by the Managers in good faith using a reasonable method of allocation consistently applied. Section 7 .08 . Liability of Manager. Neither a Manager nor any of his representatives or assigns shall be liable, responsible , or accountable in damages or otherwise to the Company or the Members for any action taken or failure to act (even if such action or failure to act const ituted the simple negligence of such Manager or such representative or assign) on behalf of the Company within the scope of the authority conferred on the Manager by this Agreement by applicable law, provided such Manager was not guilty of fraud , gross negligence , or willful or intentional misconduct. ARTICLE VIII FIDUCIARY DUTIES AND INDEMNIFICATION Section 8.01. Fiduciary Duties of Managers and Officers. Except as otherwise provided in this Agreement, the Managers and officers of the Company shall owe the Members all of the fiduciary duties that directors and corporate officers owe a corporation and its shareholders , under the laws of the State of Texas . Section 8.02 . Right to Indemnification. To the extent provided in the following paragraphs, the Company shall indemnify any person who is or was a Manager or officer of the Company, and may indemnify any person who is or was an employee or agent of the Company and any person who serves or served at the Company 's request as an officer , director, agent , employee , partner, or director of a corporation , partnership , limited liab ility company, joint venture , trust, or other enterprise . Any such person who must or may be indemnified is referred to as a "Covered Person". In case of a threatened or pending suit, action , or proceeding (whether civil , criminal , administrative , or investigative) against a Covered Person by reason of such person 's holding a position named in the preceding paragraph , the Company may (or , in the case of a Manager or officer of the Company , shall) indemnify such Covered Person if such Covered Person satisfied the standard contained in Section 8.03, for amounts actually and reasonably incurred by such Covered Person in connection with the defense or settlement of the suit, including expenses , court costs , attorney's fees , amounts paid in settlement , judgments, and fines . IT IS EXPRESSLY ACKNOWLEDGED THAT THE INDEMNIFICATION PROVIDED IN THIS ARTICLE VIII COULD INVOLVE INDEMNIFICATION FOR NEGLIGENCE OR UNDER THEORIES OF STRICT LIABILITY. Section 8.03 . Standards for Indemnification . A Covered Person above may be indemnified only if it is determined in accordance with Section 8.04 that such Covered Person : (a) acted in good faith in the transact ion which is the subject of the su it ; and (b) reasonably believed : -11- (i) if acting in the Covered Person 's official capacity as an officer, Manager, agent, or employee of the Company, that said Covered Person 's conduct was in the best interests of the Company; and (ii) in all other cases, that the Covered Person's conduct was not opposed to the best interests of the Company. (c) in the case of any criminal proceeding , had no reasonable cause to believe that the Covered Person's conduct was unlawful. The termination of a proceeding by judgment, order, settlement , conviction , or upon a plea of nolo contendere or its equivalent will not be determinative, of itself that such Covered Person failed to satisfy the standard contained in this Section 8.03 . Section 8.04 . Procedure to Determine if Standard Met. A determination that the standard of Section 8.03 above has been satisfied must be made : (a) by a majority vote of a quorum consisting of Managers who at the time of the vote are not named defendants or respondents in the proceedings; or (b) by special legal counsel selected by the Managers as set forth in subsections (a) above, or, if such a quorum cannot be obtained , by the Approval of the Members. Section 8.05 . Expenses . Authorization of indemnification and determination as to reasonableness of expenses must be made in the same manner as the determination that indemnification is permissible. If the determination that indemnification is permissible is made by special legal counsel , authorization of indemnification and determination as to reasonableness of expenses must be made in the manner specified by Section 8.04(b) above for the selection of special legal counsel. Section 8.06. Limitation on lndemnitv. Notwithstanding the foregoing , if any Covered Person who would otherwise be entitled to indemnity is found liable to the Company or is found liable on the basis that personal benefit was improperly received by such Covered Person , whether or not the benefit resulted from an action taken in such Covered Person 's official capac ity, then indemnification shall be limited to reasonable expenses actually incurred by the Covered Person in connection with the proceeding, except that if the Covered Person is also found liable for willful or intentional misconduct in the performance of the Covered Person 's duty to the Company , then no indemnification of any kind shall be made with respect to the proceeding . A Covered Person shall be deemed to have been found liable in respect of any claim , issue, or matter only after the Covered Person shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom. Section 8.07. Advancement of Expenses . The Company may reimburse or pay in advance any reasonable expenses (including court costs and attorneys' fees) which may become subject to indemnification under this Article VIII , and without the determination specified in Section 8.04 above , but only after the Covered Person to receive the payment (i) signs a written affirmation of the Covered Person's good faith belief that the Covered Person has met the standard of conduct necessary for indemnification under Section 8.03, and (ii) undertakes in writ ing to repay such advances if it is ultimately determined that the Covered Person has not met the standard set forth in Section 8.03 or that indemnification is prohibited by Section 8.06 . The -12 - written undertaking required by this Section 8.07 must be an unlimited general obligation of the Covered Person but need not be secured . It may be accepted without reference to financial ability to make repayment. Section 8 .08 . Appearance as a Witness . The Company shall pay or reimburse expenses incurred by a Manager or officer of the Company in connection with a Manager or officer of the Company appearing as a witness or other participation in a proceeding at a time when a Manager or officer of the Company is not a named defendant or respondent in the proceeding . Section 8.09 . Entitlement. The indemnification provisions contained in this Article VIII shall inure to each of the Covered Persons, and shall continue as to a Covered Person who has ceased to serve in the capacity which initially entitled such Covered Person to indemnity hereunder, and shall extend to such Covered Person 's successors , heirs, and legal representatives ; but such rights shall not be exclusive of any rights to which such Covered Person may be entitled . The rights granted pursuant to this Article VIII shall be deemed contract rights , and no amendment , modification , or repeal of this Article VIII shall have the effect of limiting or denying any such rights with respect to actions taken or proceedings arising prior to any such amendment, modification , or repeal. Section 8.10. Insurance. The Company may purchase and maintain insu rance , at its expense , to protect itself and any Covered Person against any expense , liab ility , or loss , whether or not the Company would have the power to indemnify such Person aga inst such expense , liability , or loss under this Article VIII. Section 8 .11 . Member Notification . Indemnification payments and advance payments made under this Article VIII shall be reported in writing to the Members as soon as reasonably pract icable and in any case , within thirty (30) days following the date of the indemnification or advance . Section 8 .12 . Nonexclusivity of R ights. The right to indemn ification and the advancement and payment of expenses conferred in this Article VIII shall not be exclusive of any other right which a Covered Person indemnified pursuant to this Article VIII may have or hereafter acqu ire under any law (common or statutory), provision of the Certificate or this Agreement , agreement , vote of Members , or otherwise . ARTICLE IX ASSIGNMENTS OF MEMBERSHIP INTEREST AND SUBSTITUTIONS Sect ion 9 .01 . Restriction on Assignment. Unless the Member has complied w ith the requirements set forth in this Article IX , no Member may Transfer any Membership Interest in the Company without the prior consent of the Managers. Section 9.02 . Permitted Transfers . Notwithstanding anything contained in this Agreement to the contrary , Membership Interests may be Transferred without first comply ing with the provisions of this Article IX by a Member to a Permitted Transferee , provided that the transferee agrees to be bound by the terms and cond itions of this Agreement , includ ing the provis ions of this Article IX. -13- Section 9 .03. Right of First Refusal. (a) Right of First Refusal. If a Member (the "Transferring Member") desires to accept a bona fide offer for the purchase of all or a part of such Member's Membership Interest (the "Offered Interest") in the Company , the Transferring Member shall give the Company and the other Members written notice (the "Offer Notice") setting out full details of such offer, which notice , among other things , shall specify the name of the offeror, the percentage of interest in the Company covered by the offer, the terms of payment, whether for cash or credit, and, if on credit, the time and interest rate, as well as any and all other consideration being received or paid in connection with such proposed transaction, as well as any and all other terms, conditions , and details of such offer. The delivery by the Transferring Member of the Offer Notice shall create the following two (2) options : (i) First , the Company may elect to purchase all or any portion of the Offered Interest specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Member as soon as practical , but in any event within fifteen (15) days following the delivery of the Offer Notice (the "Company Offer Period"); and (ii) Second, if the Company has not elected to purchase all of the Offered Interest within the Company Offer Period , then each of the Members (other than the Transferring Member) shall have the right to purchase its pro rata share (based upon the Sharing Percentage of such Member relative to the Sharing Percentages of the other Members electing to purchase the Offered Interest) of the Offered Interest not elected to be purchased by the Company at the price and on the terms specified in the Offer Notice by delivering written notice of such election to the Transferring Member as soon as practical , but in any event within thirty (30) days following the delivery of the Offer Notice. (b) Closing of Exercise of Options . If the Company or the Members (other than the Transferring Member) have elected to purchase all (but not less than all) of the Offered Interest, the Transfer of the Offered Interest to the Company or the Members (other than the Transferring Member), as the case may be , shall be consummated as soon as practical following the delivery of the election notices , but in any event within forty-five (45) days following the delivery of the Offer Notice by the Transferring Member (the "Election Period"). (c) Transfer of Offered Interest After the Election Period . If the Company and/or the Members (other than the Transferring Member) have not collectively elected to purchase all of the Offered Interest , the options set forth in Section 9.03(a) shall be deemed not to have been exercised and such Transferring Member may , within ninety (90) days following the expiration of the Election Period , Transfer all (but not less than all) of the Offered Interest to the party or parties named in the Offer Notice at a price no less than the price specified in the Offer Notice and on other terms no more favorable to the transferees than offered to the Company and Members in the Offer Notice. Any Offered Interest not Transferred within such one ninety (90) day period shall be subject to the provisions of this Article IX with respect to any subsequent Transfer. Section 9.04 Requirements for Transfer. Any Transfer of Membership Interests under th is Agreement shall also be subject to the following conditions : -14- (a) The Member and his transferee execute , acknowledge and deliver to the Managers such instruments of transfer and assignment with respect to such transaction as are in form and substance reasonably satisfactory to the Managers ; (b) If requested by the Managers , the Member Transferring the Membership Interest shall deliver to the Company an opinion of counsel satisfactory to the Managers , covering such securities and tax laws and other aspects of the proposed transfer as the Managers may specify ; (c) The Member shall furnish to the transferee a written statement showing the name and taxpayer identification number of the Company in such form and together with such other information as may be required under Section 6050K of the Code and the Treasury Regulations thereunder ; and (e) The Member reimburses the Company for all reasonable expenses of the Company in connection with such transaction . Any Member who thereafter sells, assigns or otherwise transfers all or any port ion of his rights or interest in the Company shall promptly notify the Managers of such transfer and shall furn ish the Managers the name and address of the transferee and such other information as may be required under Section 6050K of the Code and the Treasury Regulations thereunder. Section 9.05. Substituted Member. Except as provided in Section 9.02 , no person or entity taking or acquiring , by whatever means , any Membership Interest of any Member in the Company shall be adm itted as a Substituted Member without the consent of the Managers and unless such person or entity : (a) Elects to become a Substituted Member by delivering notice of such elect ion to the Company ; (b) Executes, acknowledges and delivers to the Company such other instruments as the Managers may deem necessary or advisable to effect the admission of such person or entity as a Substituted Member, includ ing , without limitation , the written acceptance and adoption by such person or entity of the provisions of this Agreement ; and (c) Reimburses the Company for all reasonable expenses connected w ith the admission of such person or entity as a Substituted Member. Section 9.06. Basis Adjustment. Upon the transfer of all or part of an interest in the Company , at the request of the transferee of the interest , the Managers may , in their sole discretion , cause the Company to elect , pursuant to Section 754 of the Code or the corresponding provisions of subsequent law, to adjust the basis of the Company propert ies as provided by Sections 734 and 743 of the Code . Section 9.07 . Invalid Transfer. Notwithstand ing anyth ing herein to the contrary , no Transfer of any interest in the Company shall be permitted that would constitute an event of defau lt (or an event which , upon notice or the passage of time , or both , would constitute a defau lt) under any agreement or instrument by which the Company borrowed money or by which its assets are encumbered , and any such attempted Transfer shall be null and void . No -15- Transfer of an interest in the Company that is in violat ion of this Article XI shall be valid or effective , and the Company shall not recognize any improper Transfer for the purposes of making payments of profits , return of capital contribut ions or other distributions with respect to such Membership Interest, or part thereof. The Company may enforce the provisions of this Art icle XI either directly or indirectly or through its agents by entering an appropriate stop transfer order on its books or otherwise refusing to register or transfer or permit the registration or transfer on its books of any proposed transfers not in accordance with this Article IX. Section 9.08 . Distributions and Allocations in Respect of a Transferred Membership Interest. If any Member Transfers any part of such Member's interest in the Company during any accounting period in compliance with the provisions of this Article IX, Company income , gain , deductions and losses attributable to such interest for the respective period shall be divided and allocated between the transferor and the transferee by taking into account their vary ing interests during the applicable accounting period in accordance with Code Section 706(d), using any conventions permitted by law as elected by the Managers . All Company distributions on or before the effective date of such Transfer shall be made to the transferor , and all such Company distributions thereafter shall be made to the transferee. Solely for purposes of making Company tax allocations and distributions, the Company shall recognize a Transfer not later than the end of the calendar month during which the Company is given notice of a Transfer. If the Company does not , however, receive a notice stating the date the Member 's interest in the Company was Transferred and such other information as the Managers may reasonab ly require within thirty (30) days after the end of the accounting per iod during which the Transfer occurs , then all Company tax allocations and distributions shall be made to the entity or person who , according to the books and records of the Company , was the owner of the interest in the Company T ransferred on the last day of the accounting period during which the Transfer occurs. Neither the Company nor the Managers shall incur any liabi lity for making Company tax allocations and distributions in accordance with the provis ions of th is Section 9.08 , whether or not the Company or the Managers have knowledge of any Transfer of any interest in the Company or part thereof. Section 9.09 . Amendment to Exhibit A. The Managers shall amend Exhibit "A ," as attached to this Agreement, from time to time to reflect the admission of any Substituted Members or Additional Members , or the termination of any Member's interest in the Company . ARTICLE X LIQUIDATION AND TRANSFER OF CERTAIN MEMBERSHIP INTERESTS Section 10 .01 . lnvoluntarv Transfers . In the event the interest (the Transferred Interest") of a Member (the "Transferor Member"), or any rights there in, should vest in a person or entity other than the Member by reason of a rece ivership, bankruptcy , divorce , execution , seizure , foreclosure , or other involuntary transfer, or by operation of law (other than by reason of death), the Transferor Member shall give the Company and the other Members written notice (the "Transfer Notice") of the Transfer, including the name and address of the transferee and all of the details of the Transfer. (a) The del ivery by the Transferor Member of the Transfer Notice sha ll create the following two (2) options : (i) First , the Company may elect to purchase all or any portion of the Transferred Interest specified in the Transfer Not ice by delivering written not ice -16- of such election to the Transferor Member and the transferee as soon as practical, but in any event with in fifteen (15) days following the delivery of the Transfer Notice (the "Company Transfer Period"); and (ii) Second , if the Company has not elected to purchase all of the Transferred Interest within the Company Transfer Period , then each of the Members (other than the Transferor Member) shall have the right to pu rchase its pro rata share (based upon the Sharing Percentage of such Member relat ive to the Sharing Percentages of the other Members electing to purchase the Transferred Interest) of the Transferred Interest not elected to be purchased by t he Company by delivering written notice of such election to the T ransferor Member and the transferee as soon as practical , but in any event within thirty (30) days following the delivery of the Transfer Notice. (b) Unless the purchaser(s) and the transferee agree otherwise , the pri ce to be paid for the Membership interest shall be its fair market value , determ ined in accordance with Section 10.03. (c) Closing of the sale will occur at the registered office of the Company at 10 o'clock AM. on the first Tuesday of the month following the month in which the purchase price has been determined . Prior to the sale of the Membership Interest by the transferee , the transferee will be considered a mere assignee of the Membership interest , and entit led to all items of income, deduction , gain or loss from the Membership interest, plus any additions or subtractions therefrom until closing . (d) The Company or each purchasing Member, as the case may be , will have the opt ion , to be exercised in writing delivered at closing , to pay its purchase money obligation in ten ( 10) equal annual installments w ith interest thereon at the lower of (i) the Wall Street Journal prime rate , or (ii) the applicable federal rate (as defined in Section 1274 of the Code). The first installment of principal , with interest due thereon , will be due and payable on the first day of the calendar year following closing , and subsequent annual installments , with interest due thereon , will be due and payable , in order, on the f irst day of each calendar year which follows until the entire amount of the obligation , principal and interest , is fully paid . Any purchaser w ill have the right to prepay all or any part of the purchase money obligation at any time without premium or penalty . The deferred obligation shall be ev idenced by a negotiable prom issory note secured by the Membership Interest being purchased . Section 10 .02 . Death of Member. Upon the death of a Member, in the event the Member's Membership Interest does not pass to a Permitted Transferee , the Company and the remaining Members shall have the option to acquire the Membership Interest of the deceased or te rminated Member upon the same terms and conditions as set forth in Sect ion 10 .01 , except that the notice referred to in 10 .01 (a)(i) shall be given with in thirty (30) days following the receipt by the Company of written notice of the appo i ntment of the personal representative of the estate of the deceased Member. Section 10 .03 . Purchase Price. The purchase price for the Membership Interest to be sold to under Sections 10.01 or 10 .02 shall be the fair market value of the Membersh ip Interest , determined as hereinafter provided. -17- (a) If electing Members exercise their options to purchase all or any portion of the Membership Interest under Sect ions 10 .01 or 10 .02 , then within fifteen (15) days after giving notice of their intent to purchase , the Members purchasing a majority in interest of the Membership Interest being purchased ("Member Majority") and the transferee of the Membership Interest shall name an appraiser. In the event both parties are unable to agree on a single appraiser, each party shall name its own appraiser. If either party fails to name an appraiser within the specified time , the appraiser selected by the other party shall serve as sole appraiser. The appraiser or appraisers so selected shall proceed promptly to determine the fair market value of the Membership Interest , determined as of the first day of the month immediately preceding the month in which the Transfer Notice is delivered , taking into consideration any outstanding indebtedness , liabilities , liens, and obligations relating to the Company. In the event of a purchase under Section 10.01 , the appraiser shall take into consideration any applicable discounts including , but not limited to , those resulting from nonmarketability and minority interest. In the event of a purchase under Section 10 .02 , the value of the Membership Interest shall equal the total going concern value of the Company multiplied by the Sharing Percentage of the interest being purchased . The determination of the fair market value of the Membership Interest by the appraiser or appraisers selected as hereinabove provided shall be final and binding on all parties . If two appraisers are selected and they are unable to agree on the fair market value of the Membership Interest, said two appraisers shall select a third appraiser, whose determination as to fair market value shall be final and binding on all parties . The appraiser(s) shall deliver a written report of the appraisal to the Member Majority and to the transferee of the Membership Interest. The purchasing Members and the transferee of the Membership Interest shall each pay one-half of the fee and expenses of a mutually chosen appraiser, or (in the case of two (2) appraisers) all of the fees and expenses of the respective appraiser selected by such party and ; if a third appraiser shall be appointed , the fee and expenses of said third appraiser shall be borne one-half by the purchasing Members and one-half by the transferee of the Membership Interest. All fees and expenses of appraisers to be borne by the purchasing Members shall be charged pro rata according to the Membership Interests being purchased by each purchasing Member. During the period between the date of the death or divestiture and the date the purchase price is paid , the Company shall contribute the Member's share of any contribution required to be made to the Company under the provisions of this Agreement; provided however, that the amount of any such payment made by the Company shall be deducted from the amount of the purchase price to be paid to the transferee of the Membership Interest. (b) If the Company exercises its option to purchase the Membership interest of a Member under Section 10.01 or 10 .02, the provisions of subparagraph (a) shall apply , except (i) the appraisers shall be selected by the Company and the selling Member, (ii) the costs of the appraiser(s) shall be borne equally by Company and the Selling Member, and (iii) the written reports of the appraisal shall be delivered to Company and the selling Member. -18- ARTICLE XI DISSOLUTION, LIQUIDATION, AND TERMINATION Section 11.01 . Causes . Each Member expressly waives any right which it or he might otherwise have to dissolve the Company except as set forth in this Article XI . The Company shall be dissolved upon the first to occur of the following : (a) (b) BOC; or the Approval of the Members ; entry of a decree of judicial dissolution of the Company 11 .301 of the (c) the occurrence of any other circumstance which , by law, would require that the Company be dissolved . ARTICLE XII WINDING UP AND TERMINATION Section 12 .01 . General. If the Company is dissolved , the Managers shall commence to wind up the affairs of the Company and to liquidate and sell the Company's assets. The party or parties actually conducting such liquidation in accordance with the foregoing sentence , whether the Managers, a liquidator or a liquidating committee, is herein referred to as the "Liquidator." The Liquidator shall have full right and unlimited discretion to determine the time , manner and terms of any sale or sales of Company property under such liquidation, having due regard for the activity and condition of the relevant market and general financial and economic conditions. The Liquidator (if other than the Managers) appointed as provided herein shall be entitled to receive such reasonable compensation for its services as shall be agreed upon by the Liquidator and the Managers . If the Managers serve as the Liquidator , they shall not be entitled to receive any fee for carrying out the duties of the Liquidator. The Liquidator (if other than the Managers) may resign at any time by giving fifteen (15) days prior written notice and may be removed at any time, with or without cause , by the Managers . Upon the death, dissolution, removal or resignation of the Liquidator (if other than the Managers}, a successor and substitute Liquidator (who shall have and succeed to all the rights , powers and duties of the original Liquidator) will , within thirty (30) days thereafter, be appointed by the Managers , evidenced by written appointment and acceptance . The right to appoint a successor or substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator will be deemed to refer also to any such successor or substitute Liquidator appointed in the manner herein provided. The Liquidator shall have and may exercise , without further authorization or consent of any of the parties hereto or their legal representatives or successor in interest , all of the powers conferred upon the Managers under the terms of this Agreement to the extent necessary or desirable in the good faith judgment of the Liquidator to perform its duties and functions . The Liquidator (if other than the Managers) shall , while acting in such capacity on behalf of the Company , be entitled to the indemnification rights set forth in Article VIII. Section 12 .02 . Court Appointment of Liquidator. If, within ninety (90) days following the date of dissolution or other time provided in Section 12.01 , a Liquidator or successor Liquidator -19- has not been appointed in the manner provided therein , any interested party shall have the right to ma ke application to any court of competent jurisdiction for the appo intment of a Liqu idator. Section 12 .03 . Liquidation. In the course of wind ing up and terminating the business and affairs of the Company , the assets of the Company (other than cash) shall be sold , its liab ilit ies and obligations to creditors , including any Members who made loans to the Company , and all expenses incurred in its liquidation shall be paid . In the event all Company property cannot be sold upon liquidation of the Company for an amount or amounts deemed reasonable in the sole discretion of the Liquidator, Company property may be distributed in kind to the Members . Property of the Company distributed in kind and the net proceeds from all sales (after deducting all selling costs and expenses in connection therewith) shall be distributed among the Members in the ratio of the then credit balances in their Capital Accounts . The Liqu idator shall be instructed to use all reasonable efforts to effect complete liquidat ion of the Company within one year after the date the Company is dissolved . Each Member shall look solely to the assets of the Company for all distributions and shall have no recourse therefor (upon dissolut ion or otherwise) against the Company, the Managers or the Liquidator. Upon the completion of the liquidation of the Company and the distribution of all the Company assets and funds the Company shall terminate and the Managers (or the Liquidator , as the case may be ) shall have the authority to execute and record all documents required to effectuate the disso lut ion and termination of the Company . ARTICLE XIII MISCELLANEOUS Section 13 .01. Notices . All notices given pursuant to this Agreement shall be in writing and shall be deemed effective when personally delivered or when placed in the United States ma il, registered or certified with return receipt requested , or when sent by e-mail or facsimile followed by confirmatory letter. For purposes of notice , the addresses of the Members shall be as stated under their names on the attached Exhibit "A ;" provided , however, that each Member shall have the right to change his address for notice hereunder to any other location by the giving of thirty (30) days notice to the Managers in the manner set forth above . Section 13 .02 . Governing Law . This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Texas . Section 13 .03 . Attorneys ' Fees . If any li tigation is in itiated by the Company aga inst any Member or by any Member against another Member or the Company relating to th is Agreement or the subject matter hereof, the party prevailing in such li tigation shall be ent itled to recover , in addition to all damages allowed by law and other relief, all court costs and reasonable attorneys' fees incurred in connection therew ith . Section 13 .04 . Successors and Assigns . This Agreement shall be binding upon and shall inure to the benefit of the Members , and their respective heirs , legal representatives , successors and assigns ; provided , however, that nothing contained here in shall negate or diminish the restrictions set forth in Article IX . Section 13 .05 . Construction . Every covenant , term, and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or aga inst any Member. The failure by any party to specifically enforce any term or provision hereof or any rights of such party hereunder shall not be construed as the wa iver by that party of its rights -20- hereunder. The waiver by any party of a breach or violation of any provision of this Agreement shall not operate as, or be construed to be , a waiver of any subsequent breach of the same or other provision hereof. Section 13.06 . Waiver of Partition. Notwithstanding any statute or principle of law to the contrary, each Member hereby agrees that , during the term of the Company , he shall have no right (and hereby waives any right that he m ight otherwise have had) to cause any Company property to be partitioned and/or distributed in k ind . Section 13 .07 . Entire Agreement. This Agreement conta ins the entire agreement among the Members relating to the subject matter hereof, and all prior agreements relative hereto which are not contained herein are terminated . Section 13.08 . Amendments. Except as otherwise expressly provided in this Section 13.08 , amendments or modifications may be made to this Agreement only by setting forth such amendments or modifications in a document that receives Approval of the Members , and any alleged amendment or modification herein which is not so documented shall not be effective as to any Member. The Managers may, without the consent of any Member, amend any provision of th is Agreement and execute , swear to , acknowledge , deliver, file and record whatever documents may be required in connection therewith , to reflect: (a) A change in the name of the Company or the location of the principal place of business of the Company, or a change in the registered office or the registered agent of the Company; (b) Admission of a Member into the Company or termination of any Member's interest in the Company in accordance with this Agreement ; or (c) A change that is necessary to qual ify the Company as a limited liability Company under the laws of any state or that is necessary or advisable in the opin ion of the Managers to ensure that the Company will not be treated as an association taxable as a corporation for federal income tax purposes . However, no amendment or modification that disproportionately affects the interest of any Member in the capital, profit or loss of, or distributions or allocations with respect to , the Company shall be effective as to any Member unless same has been set forth in a document duly executed by such Member. Section 13 .09. Severability . Th is Agreement are intended to be performed in accordance w ith , and only to the extent permitted by , all applicable laws , ordinances , rules and regulat ions. If any provision of this Agreement or the application thereof to any person or circumstance shall , for any reason and to any extent, be invalid or unenforceable, but the extent of such invalidity or unenforceability does not destroy the basis of the bargain among the Members as expressed herein , the remainder of this Agreement and the application of such prov ision to other persons or circumstances shall not be affected thereby , but rather shall be enfo rced to the greatest extent permitted by law. Section 13.10. Additional Documents . Each Member, upon the request of the Managers , agrees to perform all further acts and execute , acknowledge and deliver any documents that may be reasonably necessary , appropriate or des irable to carry out the prov isions of th is Agreement. -21- Section 13.11 . Power of Attorney . (a) Each Member hereby constitutes and appoints the Managers as his attorneys-in- fact, with full power of substitution and resubstitution, and with full power and authority to act in his name , place and stead, to execute , swear to, acknowledge, deliver and file all instruments and documents , which will include , but not be limited to , the following : (i) All cert ificates of organization , as well as amendments thereto , made pursuant to the terms of this Agreement, and any certificates , instruments and documents , includ ing fictitious name certificates , as may be required by law or by any governmenta l agency , or which the Managers deem advisable ; (ii) Any documents which may be required to effect the admission of an Add it ional or Substituted Member, or the disso lution and termination of the Company , provided such continuation, admission or dissolution and termination are in accordance with the terms of this Agreement ; (iii ) Agreement ; and All amendments to this Agreement made pursuant to the terms of this (iv) All conveyances which the Managers deem advisable to effect the disposition , pledge or encumbrance of any assets of the Company (irrespective of whether legal title to such assets is in the name of the Company , a nominee or one or more Members) in accordance with the terms of this Agreement. (b) The power of attorney granted herein: (i) Is a special power of attorney coupled with an interest and is irrevocable and shall surv ive the death , incompetency, bankruptcy , dissolution or termination of the grant ing Member and shall extend to such Member's heirs , successors and assigns ; and (i i) Shall survive the delivery of an assignment by a Member of the whole or any portion of his interest; except that where the assignee thereof has been approved by the Managers for admission to the Company as a Substituted Member, the power of attorney shall surv ive the delivery of such assignment for the sole purpose of enabl ing the Managers to execute , acknowledge and file any instrument necessary to effect such substitution . Each Member hereby agrees to be bound by any representations made by the Managers pursuant to such power of attorney so long as the Managers act in good faith hereby and is not grossly negligent, guilty of fraud or other malfeasance ; and each Member hereby waives any and all defenses which may be ava ilable to contest , negate or disaffirm the action of the Managers under such power of attorney so long as the Managers act in good fa ith hereby and is not grossly negligent, guilty of fraud or other malfeasance . -22- IN WITNESS WHEREOF, the Managers and Member have adopted this Agreement as of the date first above written . AlanB .RO~r ROBERTS FAMILY 2012 IRREVOCABLE TRUST ~/-%!Z --By : ~~L~--- Alan B. Roberts , Trustee 8702 .14000/3623984 -23- ... Member Roberts Family 2012 Irrevocable Trust 1001 County Road 230 Giddings , Texas 78942 EXHIBIT "A " -24- Sharing Percentage 100% Membersh ip Units 100 CITY OF CoLIEGE STATION Home o/Texas.A&M University" Office oftlie City Secretary i~ i b!!J for Fti?f :Jri:i : 1; f'.l\f\!.!lS C:O!JH !'! nn: Jun 21)r ~1)14 ni; (1.::'::i/f' ?1:. n f:~;:::~~y !.~;Di i~ .. _vme.rit tlu~rn;:'r: iJl 1 'IR1 ~ii; (lMtll.lllt. ~-1). (llJ R@ce1Pt NuMb@r -~i3442 P..:ir V..a ! l'.l t:.r 1;;n;;1<..>r CERTIFICATE TO COPY OF PUBLIC RECORD CITY OF COLLEGE STATION § STA TE OF TEXAS § COUNTY OF BRAZOS § Before me , the undersigned authority, personally appeared Sherry Mashburn , who , being by me duly sworn deposed as follows: My name is Sherry Mashburn. I am of sound mind , capable of making this affidavit , and personally acquainted with the facts herein stated. I am the custodian of the records of the City of College Station, Brazos County , Texas . Attached hereto is a full, true and correct copy of Ordinance No . 2014-3579 adopted by the City Council on June 12, 2014 . I further certify , in the performance of the functions of my office, that said pages of record is an official record from the public office of the City Secretary, City of College Station , Brazos County , Texas , and are public records which are kept in said office and appear of record in said office . In witness whereof I have hereunto set my hand and affixed the official seal of the City of College Station , this 13th day of June, 2014. TANYA DUTT Notary Public . State of Texas My Commiss io n Expires FEBRUARY 14, 2018 Sherry Mas urn, City Secretary City of College Station, Texas Brazo~ County, State of Texas P.O. BOX 9960 • 1101 TEXAS AVEN UE • COL LEGE STAT ION • TEXAS • 77842 cstx.gov I, y ORDINANCE NO. M2/2JL./-3579 AN ORDINANCE MAKINO CERTAIN AFFIRMATIVE FINDINGS AND VACATING AND ABANDONING A 574.6 SQUARE FOOT DRAINAGE AND PUBLIC UTILITY EASEMENT LOCATED ON LOT 2, BLOCK F OF THE COLLEGE HEIGHTS ADDITION SUBDIVISION ACCORDING TO THE PLAT RECORDED IN VOLUME 466. PAGE 145 OF THE DEED RECORDS OF BRAZOS COUNTY, TEXAS. WHEREAS, the City of Co1lege Station, Texas, has received an application for the vacation and abandonment of a 574.6-square .foot drainage and public utility easement on Lot 2, Block F of the College Heights Addition Subdivision according to the plat recorded in Volume 466, Page 145 of the Deed Records of Brazos County, Texas, as described in Exhibit "A" attached hereto (such portions collectively hereinafter referred to as the "Easement"); and WHEREAS, in order for the Easement to be vacated and abandoned by the City Council of the City of College Station, Texas, the City Council must make certain affimrntive findings; now therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COLLEGE STATION, TEXAS: PART 1: PART2: That after opening and closing a public hearing, the City Council finds the following pe1taining to the vacating and abandoning of the Easement in the manner and as described in Exhibit "A" attached hereto and made a part of this ordinance for all purposes. 1. Abandonment of the easement will not result in property that does not have access to public roadways or utilities; 2. There is no public need or use for the Easement; 3. There is .no anticipated future public need or use for the Easement; 4. Abandonment of the Easement will not impact access for all public utilities to serve current and future customers; That the Easement described above and in Exhibit "A" attached hereto be abandoned and vacated by the City. ORDINANCE NO . _2.D/tJ-7'l_ Page2 PASSED, ADOPTED and APPROVED this Jf;k day of J~ , 2014. APPROVED : ATTEST: ' APPROVED : .Guf_a.iL _&iw0trtV City Attorney METES AND BOUNDS DESCRIPTION OFA 574.6 SQUARE FOOT TRACT PORTION OF LOT 2, BLOCK F COLLEGE HEIGIITS ADDITION COLLEGE STATION, BRAZOS COUNTY, TEXAS METES AND BOUNDS DESCRIPTION OF ALL THAT CERTAIN TRACT OR PARCEL OF LAND LYING AND BEING SITUATED IN COLLEGE STATION, BRAZOS COUNTY, TEXAS . SAID TRACT BEING A PORTION OF AN EXISTING DRAINAGE AND UTILITY EASEMENT, LOT 2, BLOCKF, COLLEGE HEIGHTS ADDITION, ACCORDING TO THE PLAT RECORDED IN VOLUME 466, PAGE 145 OF THE DEED RECORDS OF BRAZOS COUNTY, TEXAS . SAID TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS : COMMENCING AT AN "X" FOUND IN CONCRETE ON THE NORTHEAST LINE OF SAID LOT 2 MARKING THE WEST CORNER OF LOT 4, RANDALL'S UNIVERSITY PARK, ACCORDING TO THE PLAT RECORDED IN VOLUME 11445, PAGE 176 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS, FOR REFERENCE A 1/2 INCH IRON ROD FOUND ON THE NORTHWEST LINE OF UNIVERSITY DRIVE (FM 60) MARKING THE SOUTH CORNER OF LOT lR, RANDALL 'S UNIVERSITY PARK (PLAT 11445/176) BEARS : S 48° 20' 12" E FOR A DISTANCE OF 156.64 FEET; THENCE : N 48° 20' 12" W ALONG THE COMMON LINE OF SAID LOT 2 AND SAID LOT lRFORA DISTANCE OF 1.54 FEET TO THE POINT OF BEGINNING OF TIIIS HEREIN DESCRIBED TRACT; THENCE: S 37° 11' 48" W THROUGH SAID LOT 2 AND ALONG THE SOUTHEAST LINE OF SAID EXISTING EASEMENT FORA DISTANCE OF 115.03 FEET TO AN ANGLE POINT IN SAID BASEMENT; THENCE: N 46° 05' 49" W CONTINUING THROUGH SAID LOT 2 AND ALONG THE EXTENSION OF THE NORTHEAST LINE OF SAID BASEMENT FORA DISTANCE OF 5.03 FEET ; THENCE: N 37° 11' 48" E CONTINUING THROUGH SAID LOT 2, 5.00 FEET FROM AND P ARALLBL TO THE SOlITHEAST LINE OF SAID EXISTING EASEMENT FOR A DISTANCE OF I 14.83 FEET TO THE COMMON LINE OF SAID LOT 2 AND SAID LOT lR; THENCE: S 48° 20 ' 12" B ALONG TIIE COMMON LINE OF SAID LOT 2 AND SAID LOT lR FOR A DISTANCE OF S.02 FEET TO THE POINT OF BEGINNING CONTAININ0574 .6 SQUAREFEETOFLAND,MOREOFLESS,AS SURVEYED ON THE GROUND MARCH 2014. BEARING SYSTEM SHOWN HEREIN IS BASED ON GRID NORTH AS ESTABLISHED FROM GPS OBSERVATION . SEB PLAT PREPARED APRIL 2014 FOR MORE DESCRIPTIVE INFORMATION. BRAD KERR REGISTERED PROFESSIONAL LAND SURVEYOR No . 4502 D:IWORK/MAB/14-164 .MAB SCALE: 1" -20 1 / I / / / S 45·20·12· E 5.02' / / / / / / N 4o05'49w W 5.03' ' ' / I LOT 1 K RANDALL'S UN IVERSITY' PARK PLAT 11445/176 LOT 2, BLOCK F <:!t-"----x:' FOUND IN CON~ 10' UTIUlY EASEMENT 466/145 LOT 4 RANDALL'S UNIVERSITY' PARK PLAT 11 44~ 176 SURVEY PLAT OF A 5' WIDE TRACT PORTION OF LOT 2, BLOCK F COLLEGE HEIGHTS ADDITION VOLUME 466, PAGE 145 COLLEGE STATION, BRAZOS COUNTY, TEXAS ' ' ~ SCALE: 1 INCH = 20 FEET I ~ ~ SURVEY DATE: MARCH 2014 Aft IA c PLAT DATE: 04-09-14 . " ' ...... ·. " '· ' .'\. ' ' SEE METES AND BOUNDS PREPARED APRIL 2014 fOR MORE DESCRIPlM: INFORMAilOH. BEARING S'tSlt:M SHO'WN HEREON IS BASED ON GRID NORTH AS ESTABLISHED FROM GPS OBSERVATION. I JOB NUMBER: 14-164 CAD NAME: 14-164 CRS FllE: 14-164 PREPARED BY: KERR SURVEYING, LLC 409 N. 1EX>S AVENUE BRYAN, TEXAS 77803 PHONE (979) 268--3195 DATE : TO : FROM : April 22, 2014 CITY OF C m.LEGE ST ATION Home o/Texas A&M University " MEMORANDUM Veronica Morgan , Mitchell & Morgan PE , via ; v@mitchellandmorgan .com ~ Erika Bridges , Graduate Civil Engineer SUBJECT: 511 UNIVERSITY DR E (ABAN) Thank you for the submittal of your ABANDONMENT OF PUBLIC ROW I EASEMENT application . I have been assigned to review this project and it is anticipated that the review will be completed and any staff comments returned to you on or before Monday, May 5, 2014 . If you have questions in the meantime , please feel free to contact me PC : Alan Roberts , JAR Capital Investments LLC , via ; alan .roberts@pumpco .cc / P&DS Project No . 14-00900105 Planning & Development Services P.O. BOX 9960 • 11 OJ TF.X1\S AVENUE • COLLEGE STATION • TI.XAS • 77842 TEL 979.764.3570 ·FAX. 979 .764.3496 cstx.gov/devservices Name and Address of Sender Check type of mail or service: 63-BC CITY OF COLLEGE STA110 P.O. Box 9980 D Certified 0 COD Delivery Confirmation D Express Mail D Recorded Delivery (International) D Registered '"] Return Receipt for Merchandise Signature Confirmation 14-105 458 CH PVHJ LLC 4204 TUSCANY CT BRYAN, TX 77802-6104 14-105 RAISOR HARRY E & JO ANN 1604 ARMISTEAD ST COLLEGE STATION , TX 77840-3116 14-105 615 EUD LLC 6907 N CAPITAL OF TEXAS HWY STE 370 AUSTIN , TX 78731-1748 14-105 KAZEROUNI HASSAN 5606 HAMPTON CT BRYAN , TX 77802-5917 14-105 SAN T INI ROBERT J & DEBI PO BO X 9514 COLLEGE STATION , TX 778 42-9514 f Pieces Total Number of Pi L Listed by Sender ....-_) K ee PS Form 3877, February 2002 (Pag D Insured Add-essee (Narre, Street, City, State, & ZJP Code) Postage r Affix Stamp He (If issued as a certificate of mai or for additional copies of this bi/ Postmark ana Date of Recei Fee neopostH 0512212014 $02.352 ZIP 77840 041L112395BB See Privacy Act Statement on Reverse RD RR Fee Fee PS Form 3877 , February 2002 (Page 2 of 2) The full declaration of value is required on all domesti c and international registered mail. The maximum indemnity payable for the reconstruction a nonnegotiable documents under Express Mail document reconst ruction insurance is $500 per piece subject to addrtional limitations for multiple pi eces lost or darraged in a single cata strophic occurrence. The maximum indemnity payable on Express Mail merchandise insurance is $500, but opti onal Express Mail Service merchandise insurance is available for up to $5,000 to sorre, but not all countries. The maximum indemnity payabl e is $25,000 for registered mail sent with optional postal insurance. See Domestic Mail Manual R900, S 9 13, and S921 for limitations a coverage on insured and COO mail. See International Mail Manual for limitations a coverage on international mail. Special handling charges apply only to Standard Mail and Parcel S ervi ces pa rcels. Nam~&eess of Sender Article Number 14-105 505 CENTER L.P . % GUERNSEY PAUL 1301 MUNICIPAL WAY STE 250 GRAPEVINE , TX 76051-8522 14-105 GUSEMAN GRANT A 837 S ROSEMARY DR BRYAN , TX 77802-4336 14-105 GOERIG BRIAN J & ABBY M 2101 MEADOW LN EL CAMPO, TX 77437-2460 14-lOS CHAKA JASON S & SHANNA B 92 1 BAYLAND AVE HOUSTON , TX 77009-6504 14-105 CLICK SHERMAN L PO BOX 10261 COLLEGE STATION , TX 77842-0261 Total Number of Pie'?'_ Listed by Sender J PS Form 3877, February 2002 (P Check type of mail or service : N O Certified 0 COD 0 Delivery Confirmation O Express Mail O Insured D Recorded Delivery (International) 0 Registered 0 Return Receipt for Merchandise 0 Signature Confirmation Adctessee (Name , Street, Qty, State, & ZIP Code) Postage Affix Stamp I' (If issued as a certificate of m or for addition< copies of this t Postmark an. Date of Rece Fee Complete by Typewriter, Ink, or Ball Point Pen neopostl' 05/22/2014 US POSTAGE $02.352 ZIP 77840 041L11239588 See Privacy Act Statement on Reverse RD RR Fee Fee PS Form 3877, February 2002 (Page 2 of 2) The full declaration of value is required on all dorrestic and international regstered mail. The maxim..m indermity payable for the reconstruction ct nonnegotiable documents under Express Mail docuTient reconstruction insurance is $500 per piece subject to additional limitations for multiple pieces lost or damaged in a single catastrophic ocrurrence. The maximum indemnity payable on Express Mail merchandise insurance is $500, but optional Express Mail Service merchandise insurance is available for up to $5,000 to some, but rot all countries. The maximum indemnity payable is $25,000 for registered mail sent with optional postal insurance. See Domestic Mail Manual R900, S913, and S921 for limitations ct coverage on insured and COD mail. See International Mail Manual for limitations ct coverage on international mail. Special handling charges apply only to Standard Mail and Parcel Services parcels. Nafi!ijC:ddress of Sender 8 . CITY OF COLLEGE STATI P.O. Box 9980 legeStatlon Artic le Number 14-1 05 BEAL FAMILY LIMITED PARTNERSHIP 506 CRESCENT DR BRYAN , TX 77801-3713 14-105 HERBER DOUGLAS & JEANNENE 3821 LIME KILN RD SAN MARCOS, TX 78666-7898 14-105 MITCHELL & MORGAN VERONICA MORGAN, PE 511 UNIVER ISTY DRIVE EAST STE 204 COLLEGE STATION , TX 77840 14-105 JAR CAPITAL INVESTMENTS, LLC C/O ALAN ROBERTS 1001 COUNTY ROAD GIDDINGS, TX 78942 Total Number of Pi s Li sted by Sender PS Form 3877, February 2002 (P I -t Check type of mail or service: D Certified COD Delivery Confirmation D Express Mail D Insured IJ Recorded Delivery (International) D Registered L.J Return Receipt for Merchandise Signature Confirmation ,<l;:Jd-essee (Narre, Street, Oty, State, & ZIP Code) Postage Postmaster, Per ( Affi x Stamp Here (If issued as a certificate of mailing, or for additional copies of this bill) Postmark and Date of Recei t Fee Handlir Charg • _,.... neopost.'f 05/22/2014 $01.88Q ZIP 77840 041L11239588 See Privacy Act Statement on Reverse RR Fee ~· I PS Form 3877 , February 2002 (Page 2 of 2) The full declaration of va lue is required on all domesti c and interna tional registered mail. The maxirrum indemnity payable for the reconstruction ct nonnegotiable documents under Express Mail document reconstruction insurance is $500 per piece subject to addttional limitations for multiple pi eces lost or darr-aged in a single catastrophic occurrence. The maximum indemnity payable on Express Mai l merchandise insurance is $500, but opti onal Express Mai l Service merchandise insurance is available for up to $5,000 t o sorre, but not all countri es. The maximum indemnity payable is $25,000 for registered mail sent with optional postal insurance. See Domestic Mail Manual R900, S 9 13, and S921 for limitations ct coverage on insured and COO mall. See International Mail Manual for !irritations of coverage on internationa l mai l. Special handling charges apply only to Standard Mail and Parcel Services pa rcels . NOTICE OF PUBLIC HEARING: The Co lle ge Stati on Ci ty Counc i l w ill ho ld a public hea ring to con si der an EASEMENT ABANDONMENT for 5 11 Univers ity Drive East. The hea ring w ill be held in t he Council Chambers of the Col leg e Station C ity Hall , 1101 Texas Avenue at the 7 :00 p .m . meeting of the Council on Thursday , June 12 , 201 4 . For add it iona l in fo r mation regarding this p ub lic hearin g, p lease contac t Erika B r idges , the Projec t Manag er, with Planning & De velopment Servi ce s at 979 .7 64.3570 . Any re quest for s ign i nterpre t ive services for t he hearin g impa ired must be made 48 hours before the meet in g . To make arrangements please call 979 .7 64.3541 or (TDD) 1.800 .735.2989 . 5-23 -14 NOTICE OF PUBLIC HEAR ING: The College Station City Council will hold a public hearing to consider an EASEMENT ABANDONMENT for 511 University Drive East. The hearing will be held in the Council Chambers of the College Station City Hall , 1101 Texas Avenue at the 7:00 p.m. meeting of the Council on Thursday •. June 12 , 2014. For additional information regarding this public hearing, please contact Erika Bridges , the Project Manager, with Planning & Development Services at 979.764.3570. Any request for sign interpretive services for the hearing impaired must be made 48 hours before the !M811ng . To make arrangements please call 979. 764.3541 or (TDD) 1.800. 735 .2989 . 5-23-14 LEGAL NOTICE CITY OF C OUEGE STAT ION Home of Texas A&M Uni versity" = DATE TO BE PUBLISHED: FRIDAY, MAY 23 , 2014 BILL TO : Brittany Caldwell City of College Station P.O . Box 9960 College Station , TX 77842 NOTICE OF PUBLIC HEARING: ONLY The College Station City Council will hold a public hearing to consider an EASEMENT ABANDONMENT for 511 University Drive East. The hearing will be held in the Council Chambers of the College Station City Hall , 1101 Texas Avenue at the 7 :00 p.m . meeting of the Council on Thursday , June 12 , 2014 . For additional information regarding this public hearing , please contact Erika Bridges , the Project Manager, with Planning & Development Services at 979 . 764.3570 . Any request for sign interpretive services for the hearing impaired must be made 48 hours before the meeting. To make arrangements please call 979 .764.3541 or (TDD) 1.800 .735 .2989 . Plan ning & D evelopment Services P.O . BOX9960 • 1101 TEXAS AVENUE· COLLEGE STATI O N · TEXAS · 77842 TE L. 979.764.35 70 ·FAX . 979.764.34% cst><.gov/devservices CITY OF CollEGE STATION Home o/Texas A&M University " =--------~------.....,..-~ May 23 , 2014 TO WHOM IT MAY CONCERN : Re : Consideration of an EASEMENT ABANDONMENT request for 511 UNIVERSITY DR. E. NOTICE OF PUBLIC HEARING This is to notify you that the City of College Station is considering an EASEMENT ABANDONMENT request for the following property : Applicant: Project Number: Subject Property: MITCHELL & MORGAN 14-009001 05 511 UNIVERSITY DR. E. (See attached location map.) The City Council will hold a public hearing to consider the request on Thursday, June 12, 2014, at 7:00 p.m. The public hearing will be held in the City Hall C.6.yncil Chambers located at 1101 Texas Avenue , College Station , Texas . " All owners of the subject property and property owners within 200 feet of the subject property have received notification of this request. Any request for sign interpretive services for the hearing impaired must be made 48 hours before the meeting . To make arrangements please call 979 .764.3541 or (TDD) 1.800 .735 .2989 . For additional information regarding this public hearing , please contact the Project Manager with Planning & Development Services at 979 .764.3570 . ERIKA BRIDGES PROJECT MANAGER .Planning & Development Services P.O. BOX 9960 • 110 l TEXAS AVENUE • CO LL EGE STATIO N • TEXAS • 77842 TEL. 97 9.764.35 70 ·FAX . 97 9.764 .3496 cst>1.gov/devservices ·- N l "-.. '- I /'-- ' R E RS GS R-1B D T "' ' / ' Rural Est.ale R i:s tr icte-0 S ub urban Genera.I Suburban Sing I e Fa m il y Res id e n t i a.I Duplex R -4 R-6 MH P 0 SC GC Tcwnhous e Cl BP OEVELOPM ENT REVIEW Multi-Fa mliy H ig h D e nsity Multi-Fa mily M a nufactur ed Home Par · Office· Subu rba n Commercia l Geneis l Commerci al Ccmmerci e~l ndu strisl B usiness Par BPI NA P C -3 M -1 M -2 C -U R& D P-MUD B usiness Par Indus tr ial t aiura l Areas Protected Lg ht Commercis l Lig h t l ndus tr ia.I H ea vy Indus tri al Co l1€9e and Un ivers ity R:-sea en a nd D ev el opment Plsnned Mixed-Lise Dev elopment 511 UNI VERSITY DRE . Case : 14 -1 05 PDD Pls nn~ Dev elopment District W PC loll Pen Cr e ei< Dev. Cor idor t G -1 C or e Northg.ate t G -2 Tr ansitions I Nor t hg ste t G -3 Residential t or t hg ste OV Corridor Over la y ROD Redevelopment District KO Kte n e Ta p Ove r lay ABANDONMENT ORDINANCE NO. _212_14 -3 57q __ _ AN ORDINANCE MAKING CERTAfN AFFIRMAfIVE FINDI GS AND VACATING A D ABANDONING A 574 .6 SQ UARE FOOT DRAINAGE AND P UBLIC UTILITY EASEMENT LOCAT ED ON LOT 2, BLOCK F OF THE COLLEG E HEIGHTS ADDJTJON SUBDIVJSION ACCORD! G TO THE PLAT RECORD E D fN VOLUME 466 , PAGE 145 OF THE DEED RECORDS OF BRAZOS CO UNTY , TEXAS. \VHEREAS. the City of College Station, Texas . ha s received an application for the -vacation and abandonment of a 574.6-square foot drainage and public uti lit y easement on Lot 2. Block F of the College Heights Addit ion Subdivision according to the plat recorded in Volume 466 , Pa ge 145 of the Deed Records of Brazos County , Texas. as des cribed in Exhibit "A'' attached hereto (such portions collective ly hereinafter referred to as the "Easeme nt"); and WHEREAS , in order for the Easement to be vacated and abandoned by the City Council of the City of College Station, Texas, the City Council must make certain affirmative findings: now therefore , BE IT ORDAi ED BY THE CITY CO UNCI L OF THE CITY OF COLLEGE STATION . TE XAS: PART I : PART2 : That after opening and closing a public heari ng, the City Council find s the follow ing pertaining to the vacating and abandoning of the Ea sement in the manner and as described in Exhibit "A" attached he reto and made a part of this ordinance for all purposes. I. Abandonment of the easement will no t result in property that does not have access to pub I ic roadways or utilities ; 2. There is no publi c need or use for the Easement ; 3. There is no anticipated future pub! ic need or use for the Easement ; 4 . Abandonm ent of the Easement will not. impact access for all public utilitie s to serve c urrenr and future cu stomer s; That the Eas ement de scribed above and in Exhibit "A" attached hereto be abandoned and vacated by the City. ORDINANCE NO. ~ / t..J-3 5 7q Page 2 PASSED, ADO PTED and APPROVED this J zk day of J~ , 2014. APPROVED: ATTEST: APPROVED: G1/a_ fl ({~~--- City Attorne y METES AND BOUNDS DESCRIPTION OFA 574.6 SQUARE FOOT TRACT PORTION OF LOT 2, BLOCK F COLLEGE HEIGHTS ADDITION COLLEGE STATION, BRAZOS COUNTY, TEXAS METES AND BOUNDS DESCRIPTION OF ALL THAT CERTAIN TRACT OR PARCEL OF LAND LYING AND BEING SITUATED IN COLLEGE STATION, BRAZOS COUNTY, TEXAS . SAID TRACT BEING A PORTION OF AN EXISTING DRAINAGE AND UTILITY EASEMENT , LOT 2, BLOCK F, COLLEGE HEIGHTS ADDITIO N, ACCORDING TO THE PLAT RECORDED IN VOLUME 466, PAGE 145 OF THE DEED RECORDS OF BRAZOS COUNTY , TEXAS . SAID TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS : COMMENCING AT AN "X'' FOUND IN CONCRETE ON THE NORTHEAST LINE OF SAID LOT 2 MARKING THE WEST CORNER OF LOT 4, RANDALL'S UNIVERSITY PARK, ACCORDING TO THE PLAT RECORDED IN VOLUME 11445 , PAGE 176 OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, TEXAS, FOR REFERENCE A 1/2 INCH IRON ROD FOUND ON THE NORTHWEST LINE OF UNIVERSITY DRIVE (FM 60) MARKING THE SOUTH CORNER OF LOT lR, RANDA LL'S UNIVERSITY PARK (PLAT 11445/176) BEARS : S 48° 20' 12" E FORA DISTANCE OF 156 .64 FEET ; THENCE: N 48° 20' 12 " W ALONG THE COMMON LINE OF SAID LOT 2 AND SAID LOT lR FOR A DISTANCE OF 1.54 FEET TO THE POINT OF BEGINNING OF nns HEREIN DESCRIBED TRACT ; THENCE: S 3 7° 11' 48 " W THROUGH SAID LOT 2 AND ALONG THE SOUTHEAST LINE OF SAID EXISTING EASEMENT FORA DISTANCE OF 115 .03 FEET TO AN ANGLE POINT IN SAID EASEMENT; THENCE: N 46° 05 ' 49 " W CONTINUING THROUGH SAID LOT 2 AND ALONG THE EXTENSION OF THE NORTHEAST LINE OF SAID EASEMENT FOR A DISTANCE OF 5.03 FEET ; THENCE: N 37 ° I I' 48" E CONTINUING THROUGH SAID LOT 2, 5.00 FEET FROM AND PARALLEL TO THE SOUTHEAST LINE OF SAID EXISTING EASEMENT FOR A DISTANCE OF I 14.83 FEET TO THE COMMON LINE OF SAID LOT 2 AND SAID LOT l~ THENCE: S 48° 20' 12" E ALONG THE COMMON LINE OF SAID LOT 2 AND SAID LOT IR FOR A DISTANCE OF 5.02 FEET TO THE POINT OF BEGINNING CONTAINING 574 .6 SQUARE FEET OF LAND, MORE OFLESS , AS SURVEYED ON THEGROUNDMARCH20I4 . BEARJNGSYSTEMSHOWNHEREINISBASEDONGRIDNORTHASESTABLISHEDFROM GPS OBSERVATION . SEE PLAT PREPARED APRIL 2014 FOR MORE DESCRIPTIVE INFORMATION . BRAD KERR REGISTERED PROFESSIONAL LAND SURVEYOR No . 4502 D :/WORK/MAB/14-164 .MAB SCALE: 1" 20' / / / ---- I / / " ' / s 48"20'12N 5.02' I / / / / 46"05'49# w 5.03' I I / LOT 1 K RANDALL'S UNIVERSITY PARK PLAT 11445/176 <:!I:'----"X" FOUND IN LOT 4 RANDALL'S UNIVERSITY PARK PLAT 1144 r 176 LOT 2, BLOCK F 10' UTILITY EASEMENT 466/145 CONCRETE " " " " " " ' " " ' " " ' " " " " " " " SURVEY PLAT ' " OF A 5' WIDE TRACT PORTION OF LOT 2, BLOCK F COLLEGE HEIGHTS ADDITION VOLUME 466, PAGE 145 COLLEGE STATION, BRAZOS COUNTY, " ' SCALE: 1 INCH = 20 FEET SURVEY DATE : MARCH 2014 PLAT DATE: 04-09-14 JOB NUMBER : 14-164 CAO NAME: 14-164 . " "· ' . ""-SEE METES ANO BOUNDS PREPARED APRIL " 2014 FOR MORE DESCRIPTIVE INFORMATION . CR5 FILE: 14--1 64 ' PREPARED BY : KERR SURVEYING, LLC 409 N. TEXAS A~UE BRYAN, TEXAS 77803 ' BEARING SYSTEM SHOWN HEREON IS BASED ON GRID NORTH AS ESTABLISHED FROM GPS OBSERVATION. PHONE (979) 268-3195 TEXAS Zoni ngi Districts R -4 R Rur al R -6 E E state Mf-!P RS Restricted Subu ban 0 GS Gen&a.I Suburban SC R-18 Single Family Res identiat GC D Duplex Ct T Townhous e BP DEVELOPMENT REVIEW Mu lti-Famljl_t BPI Business Park lndustria.I 1-f igh Density Multi-Fami ly NA P t atu.r al Azeas Protected Manufacture::!' ome Pat C -3 Light Commercial O ffice M -1 Light Industr ial Suburb.en Commacisl M -2 H eavy I ndustrial Gena al Commacial C-U Co llsge and Univas ity Commercia ~lndus tr isl R& D Research and Deo/ek1prnent Business Par P-MUO Ptsnne-0 Mixll'd-Use, Oevel:lpment 511 UNIVERSITY DRE . Case : 14 -105 POD WPC NG-1 NG -2 NG-3 ov ROD KO Pla,nned Development District Wolf Pen Cree Dev, Corrid:it Core Northgate Transitions.Ir or thgate Res identi,st Northga.te Corridor Over lay Redevelopment District Kren Tap Overlay ABANDONMENT 511 UNI V ERSITY DRE _ DEVELOPME NT REV IEW Case : 14 -105 ABAN DONMENT N 4'. J Scale: 1 Inch = 15 Feet ~' l Area: 0 .013 Acres (0 ,574.14 Square Feet) 14-105 EASEMENT ABANDONMENT 511 UNIVERSITY DRE BLOCKFLOT2 5' OFF THE BOTTON OF A 20' DRAINAGE AND UTILITY EASMENT 574.6 SQ FT Area : 0 .013 Acres (0,574 .14 Square Feet) Perimeter: 239.91 Feet Gap= 0 .010 CLOSED 4-22 -20 l4 BR 1. S37°11'48"W 115.03' 2. N46 °05'49"W 5 .03' 3. N37°11'48"E 114.83' 4. S48°20'12"E 5.02' GAP error cannot be greater than 0.10 (See SOP for Exceptions) Erika Bridges From: Peter Caler Sent: To: Monday, February 03 , 2014 2:13 PM Erika Bridges Subject: RE: 511 University Dr . E. PAC Meeting Erika, Public Works is OK with the request and has no preference as to what option they pursue . Thanks. From: Erika Bridges Sent: Friday, January 31, 2014 6:01 PM To: Stephen A. Maldonado Jr.; Gilbert Martinez; Peter Caler Subject: 511 University Dr. E. PAC Meeting Good afternoon! We had a PAC meeting for the building at 511 University Dr. E. the other day, and I needed to ask you all about their proposed easement encroachment. They are basically giving the building a facelift and replacing an existing staircase (which already encroaches in our easement). In addition, they are adding a wall on the outside of the stairs . I was thinking their options are to pursue a license to encroach or request an abandonment of 5-ft of the 20 -ft PUE & Drainage Easement. Please let me know what your department's preference would be or if you have an alternative suggestion. Thanks, Erika Bridges, EIT, CFM Graduate Civil Engineer Planning & Deve lopment Servi ces 1101 Texas Aven ue , College Station, TX 77842 (979) 764-3570 City of College Station Hom e of Texas A&M Univ ersity ® 1