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MINUTES OF THE ORGANIZATIONAL
MEETING OF THE MEMBERS OF
MERIDIAN H&H, LLC
A LIMITED LIABILITY COMPANY
The organizational meeting of the Members of Meridian H&H , LLC (hereinafter the "Company") was held
at 146 Point Clear Cove , Eads , Tennessee 38028-8011 , on July 15 , 2011 .
The following Members attended the meeting : Garry Lynn Huff and William Emile Haik. The undersigned
waived notice of the meeting as evidenced by the attached Waiver of Notice signed and appended
hereto .
Garry Lynn Huff was designated chairman of the meeting , and William Emile Haik was designated
secretary .
CERTIFICATE OF FORMATION
The secretary then presented and read to the meeting a copy of the Certificate of Formation and reported
that on July 14, 2011, the original thereof was filed in the office of the Secretary of State of the State of
Texas and that the Secretary of State issued a formal Acknowledgment of Filing to the company on that
date.
Upon motion duly made, seconded and carried, it was :
RESOLVED , that the Certificate of Formation be accepted and approved in all respects .
COMPANY AGREEMENT
The secretary then presented a proposed form of company agreement for regulating and managing
Company affairs . The proposed company agreement was considered and upon motion duly made ,
seconded and unanimously adopted , it was :
RESOLVED , that the form of company agreement submitted and reviewed at this meeting is
adopted as the Company Agreement.
MANAGING MEMBER
The chairman of the meeting then called for the election of one or Managing Members. Garry Lynn Huff
was nominated as the Managing Member.
No further nominations being made the nominations were closed and the nominee was elected as the
Managing Member until his successor shall be duly elected and qualified .
MEMBERSHIP INTEREST CERTIFICATES
The Secretary submitted to the meeting a specimen membership interest certificate proposed for use as
the Company's certificate for membership interest. Upon motion duly made , seconded and carried , it
was :
RESOLVED , that the specimen membership interest certificate presented to this meeting be and
hereby is adopted as the Company's form of Membership Interest Certificate; and
RESOLVED FURTHER, that the specimen Membership Interest Certificate be appended to the
minutes of the meeting .
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LIMITED LIABILITY COMPANY RECORD BOOK
The secretary presented the Company's record book containing a copy of the Certificate of Formation , the
Acknowledgment of Filing, the Company Agreement previously approved at the meeting, the Membership
Interest Certificate stubs, and the Membership Interest transfer ledger. On motion duly made, seconded
and unanimously adopted, it was:
RESOLVED , that the record book presented to this meeting by the secretary is approved and
adopted , and the secretary's insertion of Certificate of Formation , the Acknowledgment of Filing, and the
Company Agreement into the record book, is ratified and approved ; and
RESOLVED FURTHER, that the secretary is instructed to authenticate the record book, to retain
custody thereof, and to insert into the record book the minutes of this meeting and of other proceedings of
the Members, Managers, and any committee established by the Managers, and to keep records
pertaining to the issuance and transfer of Membership Interest in the Membership Interest Certificate
stubs and Membership Interest transfer book respectively .
MEMBERSHIP INTEREST ISSUED
Upon motion duly made , seconded and carried, it was :
RESOLVED , that the Members be , and hereby are , authorized to issue from time to time
authorized Membership Interests of the Company for money paid, labor done, promissory note, or
personal property or real estate or leases thereof actually acquired and upon such terms as the Members
in their discretion may determine.
The chairman stated that offers to purchase one hundred percent (100%) of the Membership Interest of
the Company be issued to the following in the proportions set opposite their names and for the
consideration stated next thereto:
Member's Name
Garry Lynn Huff
William Emile Haik
Member's Interest
500 membership units
500 membership units
Consideration
$500 .00 in cash , goods
or labor performed
$500 .00 in cash, goods
or labor performed
RESOLVED , that the Members are authorized to issue additional Membership Interest to
appropriately qualified purchasers.
COMMENCING BUSINESS
The chairman announced that consideration had been received for the issuance of Membership Interest ,
and that the Company consequently was able to commence and transact business and to incur
indebtedness.
ORGANIZATIONAL EXPENSES
Upon motion duly made , seconded and carried, it was :
RESOLVED , that the Members be and hereby are authorized to pay all charges and expenses
incident to or arising out of the organization of and to reimburse any person who has made any
disbursement therefor.
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BANK ACCOUNT
The chairman then stated that it was desirable to maintain a depository for Company funds . Thereupon ,
on motion duly made , seconded and unanimously adopted , it was :
RESOLVED , that the Members be and hereby are authorized to open a bank account on the
Company's behalf with any banks the Members deem appropriate .
PRINCIPAL OFFICE
Upon motion duly made, seconded and carried , it was:
RESOLVED , that a Company office be established and maintained at 146 Point Clear Cove ,
Eads , Tennessee 38028-8011 , and that meetings of the Members from time to time may be held either at
the principal office or at such other place as the Members shall from time to time order.
LICENSES AND PERMITS
Additionally , the officers were directed to obtain in the Company's name such other licenses and tax
permits as may be required for the conduct of Company business by any federal , state , county , or
municipal governmental statute , ordinance, or regulations, and to do all things necessary or convenient to
qualify to transact Company business in compliance with the laws and regulations of any appropriate
federal , state, or municipal governmental authority .
OTHER STATES
Upon motion duly made , seconded and carried , it was :
RESOLVED , that for the purpose of authorizing the Company to do business in any state ,
territory or dependency of the United States or any foreign country in which it is necessary or expedient
for the Company to transact business , the Company officers are hereby authorized to appoint and
substitute all necessary agents or attorneys for service of process , to designate and change the location
of all necessary statutory offices and to make and file all necessary certificates , reports , powers of
attorney and other instruments as may be required by the laws of such state, territory, dependency or
country to authorize the Company to transact business therein .
FISCAL YEAR
On motion duly made , seconded and carried , it was :
RESOLVED , that the Company fiscal year shall begin on January 1, and end on December 31 ,
subject to change by resolution , as appropriate, at the discretion of the Members .
CARRY ON BUSINESS
Upon motion duly made , seconded and carried , it was :
RESOLVED , that the signing of these minutes shall constitute full consent, confirmation ,
ratification , adoption and approval of the holding of the above meeting , the actions hereby taken , the
resolutions herein adopted and waiver of notice of the meeting by the signatories .
ADJOURNMENT
There being no further business before the meeting , on motion duly made , seconded and carried , the
meeting was adjourned .
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Dated : July 15, 2011
Garry Lynn Huff
William Emile Haik
A true copy of each of the following papers referred to in the foregoing minutes is appended hereto:
Specimen Membership Interest Certificate
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WAIVER OF NOTICE AND CONSENT
The undersigned , being the Members named in the Company's Certificate of Formation filed with the
Secretary of State of Texas , by approving the Minutes of the Organizational Meeting and by this
resolution , hereby waive notice of the time and place of the meeting, consent to the meeting and approve
the contents of the Minutes of the Organizational Meeting.
Date : July 15, 2011
Garry Lynn Huff
William Emile Haik
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COMPANY AGREEMENT
OF
MERIDIAN H&H, LLC,
a Texas Limited Liability Company
This Company Agreement of Meridian H&H , LLC is executed as of July 15 , 2011 (the "Effective
Date") by the persons who sign and are identified as "Members" in this Agreement.
ARTICLE I
DEFINITIONS
1.01 Definitions. As used in this Agreement, the following terms have the following meanings :
"Affiliate" means , with reference to any person , any other person controlling , controlled by or
under direct or indirect common control with such person.
"Agreement" means this Company Agreement , as amended from time to time .
"Assignee" means a person who receives a Transfer of all or a portion of the Membership Interest
of a Member, but who has not been admitted to the Company as a Member.
"Bankrupt Member" means (except to the extent a Simple Majority consents otherwise) any
Member (a) that (i) makes an assignment for the benefit of creditors ; (ii) files a voluntary bankruptcy
petition ; (iii) becomes the subject of an order for relie f or is declared insolvent in any federal or state
bankruptcy or insolvency proceedings ; (iv) files a petition or answer seeking for the Member a
reorganization, arrangement , composition , readjustment, liquidation , dissolution , termination , or similar
relief under any law ; (v) files an answer or other pleading admitting or failing to contest the material
allegations of a petition filed against the Member in a Proceeding of the type described in subclauses (i)
through (iv) of this clause (a); or (vi) seeks , consents to , or acquiesces in the appointment of a trustee ,
receiver , or liquidator of the Member's or of all or any substantial part of the Member's properties; or (b)
against which a Proceeding seeking reorganization , arrangement , composition , readjustment , liquidation ,
dissolution , or similar relief under any law has been commenced and one hundred twenty (120) days
have expired without dismissal thereof or with respect to which, without the Member's consent or
acquiescence , a trustee , receiver , or liquidator of the Member or of all or any substantial part of the
Member's properties has been appointed and ninety (90) days have expired without the appointment's
having been vacated or stayed , or ninety (90) days have expired after the date of expiration of a stay , if
the appointment has not previously been vacated .
"Business Day " means any day other than a Saturday , a Sunday , or a holiday on which national
banking associations in the State of Texas are closed.
"Capital Account" means a capital account maintained for a Member as provided by Treasury
Regulation 1.704-1 (b)(2)(i v) of the Regulations of the Internal Revenue Service .
"Capital Contribution" means the amount of money and the Net Value of property other than
money contributed to the Company by a Member.
"Capital Commitment" of a Member represents the aggregate amount of capital that such
Member has agreed to contribute to the Company .
"Certificate of Formation" means the initial , amended , and restated certificate of formation of the
Company .
"Company" means Meridian H&H , LLC , a Texas limited liabi lity company .
"Default Interest Rate" means a rate per annum equal to the lesser of (a) ten percent (10%) ~
the prime rate published in The Wall Street Journal on the day the rate is determined (or the most recent
day on which The Wall Street Journal was published if the paper is not published on the day the rate is
determined), or, (b) the maximum rate permitted by applicable law.
"Former Member" means any person who had executed this Agreement, as of the date of this
Agreement as a Member, or hereafter admitted to the Company as a Member, as provided in the
Agreement , but who is no longer a Member of the Company ; however, this term does not include a
person who ceases to be a Member as a result of bankruptcy , default or expulsion .
"Fundamental Business Transaction" has that meaning assigned to it by the definitions in the
TBOC , as may be amended from time to time , and includes (a) a merger, (b) an interest exchange , (c) a
conversion , or (d) a sale of all or substantially all of an entity 's assets (with or without good will), other
than in the usual and regular course of the Company's business .
"General Interest Rate" means a rate per annum equal to the lesser of (a) the prime rate
published in The Wall Street Journal on the day the rate is determined (or the most recent day on which
The Wall Street Journal was published if the paper is not published on the day the rate is determined), or ,
(b) the maximum rate permitted by applicable law.
"Internal Revenue Code" means the Internal Revenue Code of 1986 and any successor statute ,
as amended from time to time .
"Member" means any person executing this Agreement as of the date of this Agreement as a
Member or hereafter admitted to the Company as a Member as provided in this Agreement , but does not
include any person who has ceased to be a Member of the Company .
"Membership Interest" means the interest of a Member in the Company , including , without
limitation , rights to distributions (liquidating or otherwise), allocations , information , and to consent or
approve .
"Net Value" means , in connection with a Capital Contribution of property , the value of the asset
less any indebtedness to which the asset is subject when contributed .
"Ownership Interest" means the ratio in which the Members shall share profits and losses , as
provided in this Agreement. The sum of the Members' Interests shall be one hundred percent (100%).
"Person" means any business entity , trust , estate , executor, administrator, or individual.
"Proceeding " means any threatened , pending or completed action , suit or proceeding , whether
civil , criminal , admin istrative , arbitrative or investigative .
"Simple Majority" means one or more Members having among them more than fifty percent (50%)
of the Ownership Interests of all Members .
"Super Majority" means one or more Members having among them more than sixty -six and sixty -
seven hundredths percent (66 .67%) of the Ownership Interests of all Members .
"TBOC" means the Texas Business Organizations Code , includ ing any successor statute , as
amended from time to time.
"Transfer" means any sale , transfer , encumbrance , gift , donation , assignment, pledge ,
hypothecation , or other form of transfer of a Membership Interest or any portion of a Membership Interest,
whether voluntary or involuntary, whether attempted or completed , and whether during the transferor's
lifetime or upon or after the transferor's death , including by operation of law, court order, judicial process ,
foreclosure, levy or attachment.
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Other terms defined herein have the meaning so given them.
ARTICLE II
ORGANIZATION
2.01 Formation. The Company has been organized as a Texas limited liability company by filing
a Certificate of Formation with the Secretary of State of Texas , which may be amended or restated from
time to time .
2 .02 Name. The name of the Company is "Meridian H&H , LLC" and all Company business must
be conducted in that name or such other names that comply with applicable law as the Members may
select from time to time .
2.03 Registered Office and Registered Agent. The registered office of the Company required
by the TBOC to be maintained in the State of Texas shall be the office of the initial registered agent
named in the Certificate of Formation or such other office (which need not be a place of business of the
Company) as the Members may designate from time to time in the manner provided by law. The
registered agent of the Company in the State of Texas shall be the initial registered agent named in the
Certificate of Formation or such other person or persons as the Members may designate from time to time
in the manner provided by law.
2.04 Principal Office and Other Offices. The principal office of the Company in the United
States shall be at such place as the Members may designate from time to time , which need not be in the
State of Texas . The Company may have such other offices as the Members may designate from time to
time.
2 .05 Purposes. The primary purposes of the Company shall be the ownership and
management of real estate investment property and any lawful purpose which may be undertaken by the
company in accordance with the applicable provisions of the Texas Business Organizations Code .
2.06 Powers. The Company shall have all powers necessary , suitable or convenient for the
accomplishment of the purposes of the Company , including without limitation (a) to make and perform all
contracts ; (b) to borrow or lend money and secure payment thereof; (c) to engage in all activities and
transactions ; and (d) to have all powers available to a limited liability company under (i) the TBOC , (ii) any
other laws in the State of Texas , and (iii) the laws of any other jurisdiction where the Company conducts
business .
2 .07 Foreign Qualification. Prior to the Company's conducting business in any jurisdiction
other than Texas , the Members shall cause the Company to comply , to the extent procedures are
available and those matters are reasonably within the control of the Members , with all requirements
necessary to qualify the Company as a foreign limited liability company in that jurisdiction . Each Member
shall immediately execute, acknowledge , swear to , and deliver all certificates and other instruments
conforming with this Agreement that are necessary or appropriate to qualify , continue , and terminate the
Company as a foreign limited liability company in all such jurisdictions in which the Company may
conduct business .
2.08 Term. The Company will commence as provided in the Certificate of Formation for the
Company filed with the Secretary of the State of Texas , and will continue until the Company terminates
under the terms of this Agreement.
2 .09 Mergers and Exchanges. The Company may be a party to a merger, an exchange , or
acquisition under the TBOC , subject to the requirements of this Agreement.
2.10 No State-Law Partnership. The Members intend that the Company not be a partnership , a
limited partnership , or a joint venture , and that no Member be a partner or joint venturer of any other
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Member, for any purposes other than federal and state tax purposes , and this Agreement may not be
construed to suggest otherwise .
ARTICLE Ill
MEMBERSHIP
3.01 Initial Members, Capital Commitments, and Ownership Interests. The persons listed
on Exhib it A are hereby admitted to the Company as a Member, effect ive contemporaneously with the
Effective Date of formation of the Company . Set forth opposite the name of each Member listed on
Exhibit A is such Member's Capital Commitment and its Ownership Interest. Exhibit A may be amended
from time to time to reflect changes in or addit ions to the membership of the Company . Any such
amended Exhibit A shall (a) supersede all prior Exh ibit A's , (b) become part of this Agreement, and (c) be
kept on file at the principal office of the Company . Each Member represents that the Member is acquiring
an interest in the Company for the account of such Member and not w ith a view to distribution thereof
within the meaning of the Securities Act of 1933 , as amended , or any state securities laws . The Member
will not transfer such interest in contravention of that act or any applicable state or federal securities laws .
3.02 Additional Members. Additional persons may be admitted to the Company as Additional
Membe rs on such terms and conditions as shall be determined by unan imous consent of the Members .
The terms of adm ission or issuance must specify the Ownersh ip Interests and the Capital Commitments
applicable thereto . The terms of admission or issuance may also provide for the creation of different
classes or groups of Members having different rights , powers , and duties . The Members shall reflect the
creation of any new class or group in an amendment to th is Agreement indicating the different rights ,
powers , and duties , and such an amendment need be executed only by the Members .
3.03 Member Rights Specified in Agreement. Except as otherwise specifically provided in this
Agreement , no Member shall have the right (a) to sell , transfer or assign its interest in the Company ; (b )
to requ ire partition of the property of the Company ; (c) to compel the sale of Company assets ; or (d ) to
cause the winding up of the Company .
3.04 No Authority. Except as otherwise specifically provided in this Agreement , no Member
(othe r than an officer) has the authority or power to (a) transact business in the name of or on behalf of
the Company , (b ) bind or obligate the Company , or (c) incur any expenditures on behalf of the Company .
3.05 Liability to Third Parties. No Member shall be liable for the debts , obligations or liabilit ies
of the Company , including under a judgment decree or order of a court , other than for a third party
mortgage in favor of the Company for which a Member is a personal guarantor.
3.06 Withdrawal. A Member may w ithdraw from the Company with sixty (60 ) days notice to the
Members of the Company , subject to winding up or term ination as provided in Article XVI of th is
Agreement.
ARTICLE IV
CAPITAL CONTRIBUTIONS
4 .01 Initial Contributions. Contemporaneously with the execution of this Agreement, each
Member shall make the initial Capital Contribution described for that Member in Exhibit A
4 .02 Further Contributions. Notwithstanding anything herein to the contrary , it is the express
intent of the Members that after the Initial Contribut ions are made , all acqu isition , operational and capital
improvement costs related to any property owned by the Company shall be divided or charged to the
Members in the fol lowing percentages : Garry Lynn Huff -40 %; William Emile Haik -60%. The Members
agree to this division or charge of all acquisition , operational and capital improvement costs with the
further understand ing that the net profits and losses of the Company will be divided equally among the
Members .
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4 .03 Return of Contributions. No Member is entitled to the return of any part of its Capital
Contribut ions or to be paid interest in respect of either its Capital Account or its Capital Contribut ions . An
unrepaid Capital Contribution is not a liability of the Company or of any Member.
4.04 Loans by Members. If the Company does not have sufficient cash to pay its obligations ,
any Member that may agree to do so with the Members' consent may advance all or part of the needed
funds to or on behalf of the Company . An advance described in this paragraph constitutes a loan from
the Member to the Company , bears interest at the General Interest Rate from the date of the advance
until the date of payment , and is not a Capital Contribution .
4 .05 Capital Accounts. A Capital Account shall be established and maintained for each
Membe r. The Cap ita l Account of each Member:
(a) shall consist of (i) the amount of money contributed by that Member to the Company ,
and (ii) the fair market value of property contributed by that Member to the Company (net of
liabilities secured by the contributed property that the Company is considered to assume or take
subject to under Section 752 of the Internal Revenue Code);
(b) shall be increased by allocat ions to that Member of Company income and gain (or
items thereof), including income and ga in exempt from tax and income and gain described in
Treasury Regulation § 1. 704-1 (b)(2)(iv)(g), but excluding income and gain described in Treasury
Regulation§ 1.704-1 (b)(4)(i); and
(c) shall be decreased by (i) the amount of money distr ibuted to that Member by the
Company , (ii) the fair market value of property distributed to that Member by the Company (net of
liabilities secured by the distributed property that the Member is considered to assume or take
subject to under section 752 of the Internal Revenue Code), (iii) allocations to that Member of
expenditures of the Company described in Section 705(a)(2)(B) of the Internal Revenue Code ,
and (iv) allocations of Company loss and deduction (or items thereof), including loss and
deduction described in Treasury Regulation§ 1.704-1(b)(2)(iv)(g), but excluding items described
in clause (c )(iii) above and loss or deduction described in Treasury Regulation § 1. 704-1 (b)(4)(i)
or§ 1.704-1(b)(4)(iii).
The Cap ital Account of each Member also shall be maintained and adjusted as perm itted by the
provisions of Treasury Regulation § 1. 704-1 (b)(2)(iv)(f) and as requ ired by the other provisions of
Treasury Regulation § 1. 704-1 (b)(2)(iv) and 1. 704-1 (b)(4 ), including adjustments to reflect the allocations
to the Members of depreciation , depletion , amortization , and gain or loss as computed for tax purposes ,
as requ ired by Treasury Regulation §1 .704-1 (b)(2)(iv)(g). A Member that has more than one Membership
Interest shall have a single Capital Account that reflects all its Membership Interests , regardless of the
class of Membership Interests owned by that Member and regardless of the time or manner in which
those Membersh ip Interests were acquired . On the transfer of all or part of a Membersh ip Interest, the
Capital Account of the transferor that is attributable to the transferred Membership Interest or part thereof
shall carry over to the transferee Member in accordance with the prov isions of Treasury Regulation §
1. 704-1 (b )(2)(iv)(I).
5. 01 Allocations.
ARTICLE V
ALLOCATIONS AND DISTRIBUTIONS
(a) Except as may be required by Section 704(c) of the Internal Revenue Code and
Treasury Regulation§ 1.704-1(b)(2)(iv)(f)(4), all items of income , ga in, loss , deduction and credit
of the Company shall be allocated among the Members in accordance with their Ownership
Interests as reflected on Exhibit A.
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(b) All items of income , gain , loss , deduction , and credit allocable to any Membersh ip
Interest that may have been transferred shall be allocated between the transferor and the
transferee based on the portion of the calendar year during which each was recognized as
owning that Membership Interest, without regard to the results of Company operations during any
particular portion of that calendar year and without regard to whether cash distributions were
made to the transferor or the transferee during that calendar year; provided , however, that this
allocation must be made in accordance with a method permissible under Section 706 of the
Internal Revenue Code and the regulations thereunder.
(c) In the event any Member unexpectedly receives any adjustments , allocations or
distributions described in§ 1.704-1 (b)(2)(ii)(d)(4), (5) or (6) of the Treasury Regulat ions , items of
the Company 's income and gain shall be specially allocated as a qualified in come offset to each
such Member in an amount and manner sufficient to eliminate , to the extent required by the
Treasury Regulations , the Adjusted Capital Account Deficit of such Member as quickly as
possible , provided that an allocation pursuant to this paragraph 5.01 (c) shall be made only if and
to the extent that such Member has an Adjusted Capital Account Deficit after all other allocations
provided for in this Article have been tentatively made as if this paragraph 5.01 (c) were not in this
Agreement.
5.02 Distributions.
(a) From time to time (but at least once each calendar quarter) the Members shall
determine in their reasonable judgment to what extent (if any ) the Company 's cash on hand
exceeds its current and anticipated needs , including , without limitation , for operating expenses ,
debt serv ice , acquisitions , and a reasonable contingency reserve . If such an excess exists , the
Members shall cause the Company to distribute to the Members , in accordance with their
Ownership Interests as reflected on Exhibit A , an amount in cash equal to that excess .
(b) From time to time the Members also may cause property of the Company other than
cash to be distributed to the Members , which distribution must be made in accordance with the ir
Ownersh ip Interests and may be made subject to ex ist ing liabil iti es and obligations . Immediately
prior to such a distribution , the Capital Accounts of the Members shall be adjusted as provided in
Treasury Regulation § 1. 704-1 (b)(2)(iv)(f).
ARTICLE VI
MANAGEMENT
6 .01 Management by Members. The management of the Company is fully reserved to its
Members in proportion to the Members' respective Ownersh ip Interests , the Members shall have the sole
and exclusive control of the management, business and affairs of the Company , and the Members shall
make all decisions and take all actions for the Company not otherwise provided for in this Agreement ,
including , without limi tation , the following :
(a) entering into , making , and performing contracts , agreements , and other undertakings
binding the Company that may be necessary , appropriate , or advisable in furtherance of the
purposes of the Company and making all decisions and waivers thereunder;
(b) opening and maintaining bank and investment accounts and arrangements , drawing
checks and other orders for the payment of money , and designating individuals w ith authority to
sign or giv e instructions with respect to those accounts and arrangements ;
(c) maintaining the assets of the Company in good order;
(d) collecting sums due the Company ;
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(e) to the extent that funds of the Company are available therefor , paying debts and
obligations of the Company ;
(f) acquiring , utilizing for Company purposes , and disposing of any asset of the Company ;
(g) borrowing money or otherwise committing the credit of the Company for Company
activities and voluntary prepayments or extensions of debt ;
(h) selecting , removing , and changing the authority and responsibil ity of lawyers ,
accountants , and other advisers and consultants ;
(i) obtaining insurance for the Company ;
U) determining distributions of Company cash and other property as provided in
paragraph 5.02 of this Agreement ;
(k) establishing a seal for the Company ; and
(I) designating one or more committees, each of which shall be comprised of one or more
Members , to exercise any authority of the Members in the management, business and affa irs of
the Company .
6.02 Restrictions. Notwithstanding the provisions of paragraph 6.01 of this Agreement , the
Members may not cause the Company to do any of the following without complying with the applicable
requirements set forth below :
(a) enter into a Fundamental Business Transaction , without complying with t he applicable
procedures set forth in the TBOC regarding approval by the Members (unless such prov ision is
rendered inapplicable by another prov ision of applicable law);
(b) do any act in violation of this Agreement ;
(c ) admit a Member, except as expressly permitted by this Agreeme nt;
(d ) possess Company property or assign rights in Company property , other than for a
Company purpose ; or
(e) amend this Agreement , except as expressly permitted by this Agreement.
6.03 Conflicts of Interest. Subject to the other ex press provis ions of this Agreement , each
Member and officer of the Company at any time and from time to time may engage in and possess
interests in other business ventures of any and every type and description , independently or with others ,
includ ing ones in competition with the Company , with no ob ligation to offer to the Company or any other
Member or office r the right to participate therein .
6.04 Contracts or Transactions with Interested Directors or Officers . This prov ision app lies
only to a contract or transaction between the Company and one or mo re of its Members o r officers , o r
between the Company and an entity or other organization in which one or more of the Company 's
Membe rs or officers is a manageria l official or has a financial interest.
An otherwise val id contract or transaction is va lid notwithstanding that a Member or officer of the
corporat ion is present at or participates in the meeting of the Members or officers , o r of a comm ittee of the
Members or officers that authorizes the contract o r transaction , or votes or signs , in the person's capacity
as a Member or officer , a written consent of Members or officers to authorize the contract or transact ion ,
if: (1) the mate r ial facts as to the relationsh ip or interest and as to the contract or transaction are
disclosed to or known by (a) the Members or officers or a committee of the Members or officers and the
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Members or officers or committee in good faith authorize the cont ract or transaction by the affirmative
vote of the majority of the disinterested Members o r officers or committee members , regardless of
whether the disinterested Members or officers or committee members constitute a quorum ; or (b) the
Members of the Company , and the Members in good faith approve the contract or transaction by vote of
the Members ; or (2) the contract or transaction is fair to the Company when the contract or transaction is
authorized , approved , or ratified by the Members or officers , a committee of the Members or officers , or
the Members of the Company .
6.05 Managing Member(s). Notwithstanding anything herein to the contrary , the Members of
the Company shall have the autho rity to elect one or more Managing Member(s) by Simple Majority . The
Managing Member(s) shall have the authority to perform the management of the business and affairs of
the Company including , but not limited to , admin istrative tasks such as the execution of membersh ip
interest or partnership interest certificates , as well as the execution of checks , financial or other business
documents on behalf of the Company .
6.06 Broad Discretion and Authority of Managing Member(s). Each Member acknowledges
and understands that the Managing Member(s) is granted broad d iscretion and authority under th is
Agreement and that the Managing Member's exercise of such broad d iscretion and authority may impai r
the value of the Membership Interest of the Members .
ARTICLE VII
CONFIDENTIAL INFORMATION
7.01 Confidential Information . The Members acknowledge that, from time to time , they may
receive informatio n from or regarding the Company in the nature of trade secrets or that otherwise is
confidential , the release of which may be damaging to the Company or persons with which it does
business . Each Member shall hold in strict confidence any information it receives regarding the Company
that is identified as being confidential (and if that information is provided in writing , that is so marked) and
may not disclose it to any person other than another Member, except for disclosures (i) compelled by law
(but the Member must notify the Members promptly of any request for that information , before disclosing
it, if practicable), (i i) to advisers or representatives of the Member or persons to which that Member's
Membership Interest may be transferred as permitted by th is Agreement , but only if the recip ients have
agreed to be bound by the provisions of this paragraph , or (iii) of information that Membe r also has
received from a so urce independent of the Company that the Member reasonably believes obta ined that
information without breach of any obligation of confidentiality .
7.02 . Specific Performance . The Members acknowledge that breach of the prov isions of
paragraph 7.01 of this Agreement may cause irreparable in j ury to the Company for which monetary
damages are inadequate, difficult to compute , or both. Accordingly , the Members agree that the
provisions of paragraph 7.01 of this Agreement may be enfo rced by specific performance .
8.01 Meetings .
ARTICLE VIII
MEETING OF MEMBERS
(a) A quorum shal l be present at a meeting of Members if the holders of a Simple Majori ty
are represented at the meeting in person or by pro xy. With respect to any matter, othe r than a
matter fo r which the affirmative vote of the holders of a specified portion of the Ownersh ip
Interests of all Members entitled to vote is required by the TBOC or this Agreement, the
affirmative vote of a Simple Majority at a meeting of Members at which a quorum is present shal l
be the act of the Members , except as provided by paragraph 8.01 (b) or by another specific
provision in this Agreement.
(b) The unan imous consent of the Members shall be required for the Company to enter
into a Fundamental Business Transaction .
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(c ) All meetings of the Members shall be he ld at the principal place of business of the
Company or at such other place within or outside the State of Texas as shall be specified or fixed
in the not ices or waivers of notice thereof; provided that any or all Members may participate in
any such meetings by means of conference telephone or similar communications equipment
pursuant to paragraph 8.06 of this Agreement.
(d) Notwithstand ing the other provis ions of the Certificate of Format ion or this Agreement,
the chairman of the meeting or the holders of a Supe r Majority shall have the power to adjourn
such meeting from time to time , without any not ice other than announcemen t at the meeting of
the time and place of the hold ing of the ad j ourned meeting . If such meeting is adjourned by the
Members , such time and place shall be determined by a vote of the holders of a Super Majority .
Upon the resumption of such adjourned meeting , any business may be transacted that might
have been transacted at the meeting as originally called .
(e) An annual meeting of the Members for the transact ion of other bus iness as may
properly come before the meeting , shall be held at such place , within or outside the State of
Texas , on such date and at such time as the Members shall fix and set forth in the notice of the
meeting , wh ich date shall be within th irteen (13) months subsequent to the date of organizat ion of
the Company or the last annual meeting of Members , whicheve r most recently occurred.
(f) Special meetings of the Members for any proper purpose or purposes may be called at
any time by the holders of at least ten percent of the Ownership Interests of all Members . If not
otherwise stated in or fixed in accordance with the remaining prov isions hereof, the record date
for determ ining Members ent itled to call a special meeting is the date any Member first signs the
notice of that meeting. Only business with in the purpose or purposes described in the notice (or
waiver thereof) required by this Agreement may be conducted at a special meeting of the
Members .
(g) Written or printed notice stat ing the place , day and hour of the meeting and , in the
case of a special meet ing , the purpose or purposes for which the meeting is called , shall be given
not less than ten (10 ) nor more than sixty (60 ) days before the date of the meeting , eithe r
personally or by mail , by or at the direction of the person calling the meeting , to each Membe r
entitled to vote at such meeting . If ma iled , any such notice shall be deemed to be given when
deposited in the United States mail , addressed to the Member at his address on the vot ing list
provided for in paragraph 8.02 of this Agreement, with postage thereon prepaid.
(h ) The date on which not ice of a meeting of Members is mailed or the date on which the
resolution of the Members declaring a distribution is adopted , as the case may be , shall be the
record date for the determination of the Members ent itled to notice of or to vote at such meet ing ,
including any adjournment thereof, or the Members ent it led to rece ive such distribut ion .
(i) Notice of meetings may be given to Members by facsimile or electron ic message (e-
mail).
8.02 Voting List. The Members shall make , at least ten (10 ) days before each meeting of
Membe rs , a complete list of the Members entitled to vote at such meet ing or any adjournment thereof,
arranged in alphabetical order, with the address of and the Ownership Interests held by each . For a
period of ten (10 ) days prior to such meeting , such list shall be kept on file at the registered office or
principa l place of business of the Company and shall be subject to inspect ion by any Member at any time
during usual business hours . Such list shall also be produced and kept open at the time and place of the
meeting and shall be subject to the inspection of any Member during the whole time of the meeting . The
or igina l membership records shall be prima-facie evidence as to who are the Members entitled to
exam ine such list or transfer records or to vote at any meetin g of Membe rs. Fa ilu re to comply w ith the
requirements of th is paragraph shall not affect the validity of any action taken at the meeting .
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8.03 Proxies . A Member may vote either in person or by proxy executed in writing by the
Member. A telegram , telex , cablegram or similar transmission by the Member, or a photographic,
photostatic , facsimile or similar reproduction of a writing executed by the Member shall be treated as an
execution in writing for purposes of this paragraph . Proxies for use at any meeting of Members or in
connection with the taking of any action by written consent shall be filed with the Members , before or at
the time of the meeting or execution of the written consent , as the case may be . All proxies shall be
received and taken charge of and all ballots shall be received and canvassed by the Members , who shall
decide all questions touching upon the qualification of voters , the validity of the proxies , and the
acceptance or rejection of votes , unless an inspector or inspectors shall have been appointed by the
chairman of the meeting , in which event such inspector or inspectors shall decide all such questions . No
proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in
the proxy . A proxy shall be revocable unless the proxy form consp icuously states that the proxy is
irrevocable and the proxy is coupled with an interest. Should a proxy designate two or more persons to
act as proxies , unless that instrument shall provide to the contrary , a majority of such persons present at
any meeting at which their powers thereunder are to be exercised shall have and may exercise all the
powers of voting or giving consents thereby conferred , or if only one be present , then such powers may
be exe rcised by that one ; or, if an even number attend and a majority do not agree on any particular
issue , the Company shall not be required to recognize such proxy with respect to such issue if such proxy
does not specify how the Ownership Interests that are the subject of such proxy are to be voted with
respect to such issue .
8.04 Conduct of Meetings. All meetings of the Members shall be presided over by the
chairman of the meeting , who shall be designated by a Simple Majority of the Members. The chairman of
any meeting of Members shall determine the order of business and the procedure at the meeting ,
includ ing the regulation of the manner of voting and the conduct of discussion.
8.05 Action by Unanimous Written Consent Without Meeting .
(a) Any action required or permitted to be taken at any annual or special meeting of
Members may be taken without a meeting , without prior notice , and without a vote , by unanimous
written consent of the Members or committee members , as the case may be , setting forth the
action so taken . No written consent shall be effective to take the action that is the subject to the
consent unless , within sixty (60) days after the date of the earliest dated consent delivered to the
Company in the manner required by this paragraph , the signed consent or consents are delivered
to the Company by delivery to its registered office , its principal place of business , or the
Members . Delivery shall be by hand or certified or registered mail , return receipt requested .
Delivery to the Company's principal place of business shall be addressed to the Members . Every
written consent shall bear the date of signature of each Member who signs the consent , and the
consent may be in one or more counterparts . A telegram , telex , cablegram or similar
transmission by a Member, or a photographic , photostatic , facsimile or similar reproduction of a
writing signed by a Member, shall be regarded as signed by the Member for purposes of th is
paragraph . The signed consent or a signed copy of the consent shall be kept on file at the
principal office of the Company .
(b ) The record date for determining Members entitled to consent to action in writ ing
without a meeting shall be the first date on which a signed written consent setting forth the action
taken or proposed to be taken is delivered to the Company by delivery to its registered office , its
principal place of business , or the Members . Delivery shall be by hand or by certified or
registered mail , return receipt requested . Delivery to the Company's principal place of business
shall be addressed to the Members .
(c ) If any action by Members is taken by written consent , any articles or documents filed
with the Secretary of State of Texas as a result of the taking of the action shall state , in lieu of any
statement required by the TBOC concerning any vote of Members , that written consent has been
given in accordance with the provisions of the TBOC and that any written notice required by the
TBOC has been given .
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8.06 Action by Telephone Conference or Other Remote Communications Technology .
Members may participate in and hold a meeting by means of conference telephone or similar
communications equipment by which all persons participating in the meeting can hear each other. Or,
another suitable electronic communications system may be used includ ing video-conferencing technology
or the Internet , but only if each member entitled to participate in the meeting consents to the meeting
being held by means of that system and the system provides access to the meeting in a manner or us ing
a method by wh ich each member participating in the meeting can communicate concurrently with each
other participant. Participation in such meeting shall constitute attendance and presence in person at
such meeting, except where a person participates in the meeting for the express purpose of objecting to
the transaction of any business on the ground that the meeting is not lawfully called or convened .
8.07 Classes of Members; Voting. At an annual or special meeting called for that purpose , the
Members may from time to time establish classes or groups of Members . One or more of the Members'
groups or classes may have certain expressed relative rights , powers , and duties , including voting rights ,
to be established at the time when the classes or groups are created , with senio rity granted to one or
more class or group as designated by the Members .
ARTICLE IX
OFFICERS
9.01 Qualification . The Members may , from time to time , designate one or more persons to be
officers of the Company . No officer need be a res ident of the State of Texas or a Member. Any office rs
so designated shall have such authority and perform such duties as the Members may , from time to time ,
delegate to them . The Members may assign titles to particular officers . Unless the Members decide
otherwise , if the title is one commonly used for officers of a business corporation , the assignment of such
title shall constitute the delegation to such officer of the authority and duties that are normally associated
with that office , subject to any specific delegation of authority and duties made to such officer by the
Members pursuant to this paragraph . Each officer shall hold office until his successor shall be duly
designated and qualify for such office , until his death , or until he shall resign or shall have been removed
in the manner hereinafter provided . Any vacancy occurring in any office of the Company may be filled by
the Members . Any number of offices may be held by the one person.
9.02 . Compensation . The salaries or other compensation , if any , of the officers and agents of
the Company shall be fixed from time to time by the Members . However, election or appointment of an
officer or agent shall not of itself, nor shall anything in this Agreement , create contract rights .
9.03. Resignation . Any officer may resign as such at any time . Such resignation shall be made
in writ ing and shall take effect at the time specified therein , or if no time be specified , at the time of its
receipt by the Members . The acceptance of a resignation shall not be necessary to make it effect ive ,
unless expressly so provided in the resignation .
9.04 . Removal . Any officer may be removed as such , either with or without cause , by the
Members whenever in their judgment the best interests of the Company will be served thereby ; provided ,
however, that such removal shall be without prejudice to the contract rights , if any , of the person so
removed.
ARTICLEX
INDEMNIFICATION
10 .01 Right to Indemnification. Subject to the lim itations and conditions as provided in this
Article , each person who was or is made a party or is threatened to be made a party to or is involved in
any Proceeding , or any appeal in such a Proceeding, or any inquiry or investigat ion that could lead to
such a Proceeding , by reason of the fact that he or she , or a person of whom he or she is the lega l
representative, is or was a Member of the Company or while a Member of the Company is or was serving
at the request of the Company as a director, officer , partner , venturer , proprietor , trustee , employee ,
11
agent, or similar functionary of another foreign or domestic limited liability company , corporation ,
partnership , joint venture , sole proprietorship , trust , employee benefit plan or other enterprise shall be
indemnified by the Company to the fullest extent permitted by the TBOC , as the same exist or may
hereafter be amended (but , in the case of any such amendment, only to the extent that such amendment
permits the Company to provide broader indemnification rights than said law permitted the Company to
provide prior to such amendment) against judgments, penalties (including excise and similar taxes and
punitive damages), fines, settlements and reasonable expenses (including , without limitation , attorney's
fees) actually incurred by such person in connection with such Proceeding , and indemnification under this
Article shall continue as to a person who has ceased to serve in the capacity which initially entitled such
person to indemnity hereunder. The rights granted pursuant to this Article shall be deemed contract
rights , and no amendments , modification or repeal of this Article shall have the effect of limiting or
denying any such rights with respect to actions taken or Proceeding arising prior to any such amendment,
modification or repeal. It is expressly acknowledged that the indemnification provided in this Article could
involve indemnification for negligence or under theories of strict liability .
10 .02 Advance Payment. The right to indemnification conferred in this Article shall include the
right to be paid or reimbursed by the Company the reasonable expenses incurred by a person of the type
entitled to be indemnified under paragraph 10 .01 of this Agreement who was , is or is threatened to be
made a named defendant or respondent in a Proceeding in advance of the final disposition of the
Proceeding and without any determination as to the person's ultimate entitlement to indemnification ;
provided , however, that the payment of such expenses incurred by any such person in advance of the
final disposition of a Proceeding , shall be made only upon delivery to the Company of a written affirmation
by such person of his or her good faith belief that he has met the standard of conduct necessary for
indemnification under this Article and a written undertaking , by or on behalf of such person , to repay all
amounts so advanced if it shall ultimately be determined that such indemnified person is not entitled to be
indemnified under this Article or otherwise .
10 .03 Indemnification of Officers, Employees and Agents. The Company , by adoption of a
resolut ion of the Members , may indemnify and advance or reimburse expenses to an officer, employee or
agent of the Company to the same extent and subject to the same conditions under which it may
indemnify and advance expenses to Members under this Article; and , the Company may indemnify and
advance or reimburse expenses to persons who are not or were not officers , employees , or agents of the
Company but who are or were serving at the request of the Company as a director, officer, partner ,
venturer, proprietor, trustee , employee , agent or similar functionary of another foreign or domestic limited
liability company , corporation , partnership , joint venture , sole proprietorship , trust , employee benefit plan
or other enterprise against any liability asserted against him and incurred by him in such a capacity or
arising out of his status as such a person to the same extent that it may indemnify and advance expenses
to Members under this Article .
10 .04 Appearance as a Witness. Notwithstand ing any other prov1s1on of this Article , the
Company may pay or reimburse expenses incurred by a Member in connection with his appearance as a
witness or other participation in a Proceeding at a time when he is not a named defendant or respondent
in the Proceeding .
10 .05 Nonexclusivity of Rights. The right to indemnification and the advancement and
payment of expenses conferred in this Article shall not be exclusive of any other right which a Member or
other person indemnified pursuant to paragraph 10.03 of this Agreement may have or hereafter acquire
under any law (common or statutory), provision of the Certificate of Formation or this Agreement ,
agreement , vote of disinterested Members or otherwise .
10.06 Insurance. The Company may purchase and maintain insurance , at its expense , to
protect itself and any person who is a Member or was serving as a officer, employee or agent of the
Company or is or was serving at the request of the Company as a director, officer, partner, venturer,
proprietor , trustee , employee , agent or similar functionary of another foreign or domestic limited liability
company , corporation , partnership , joint venture , sole proprietorship, trust , employee benefit plan or other
12
enterprise against any expense , liability or loss , whether or not the Company would have the power to
indemnify such person against such expense , liability or loss under this Article .
10 .07 Member Notification. To the extent required by law, any indemnification of or advance of
expenses to a Member in accordance with this Article shall be reported in writing to the Members with or
before the notice or waiver of notice of the next Members' meeting or with or before the next submission
to Members of a consent to action without a meeting and , in any case , within the twelve month period
immediately following the date of the indemnification or advance .
10 .08 Savings Clause. If this Article or any portion hereof shall be invalidated on any ground by
any court of competent jurisdiction , then the Company shall nevertheless indemnify and hold harmless
each Member or any other person indemnified pursuant to this Article as to costs , charges , and expenses
(including attorney's fees), judgments , fines and amounts paid in settlement with respect to any action ,
suit or Proceeding , whether civil , criminal , administrative or investigative to the full extent permitted by any
applicable portion of this Article that shall not have been invalidated and to the fullest extent permitted by
applicable law.
ARTICLE XI
TAXES
11 .01 Tax Returns. The Members shall cause to be prepared and filed all necessary federal
and state income tax returns for the Company , including making the elections described in paragraph
11 .02 of this Agreement. Each Member shall furnish to the Members all pertinent information in its
possession relating to Company operations that is necessary to enable the Company's income tax returns
to be prepared and filed.
returns :
11.02 Tax Elections. The Company shall make the following elections on the appropriate tax
(a) to adopt the calendar year as the Company's fiscal year ;
(b) to adopt the cash method of accounting for keeping the Company's books and
records ;
(c) if a distribution of Company property as described in Section 734 of the Internal
Revenue Code occurs or if a transfer of a Membership Interest as described in Section 743 of the
Internal Revenue Code occurs , on written request of any Member, to elect , pursuant to Section
754 of the Internal Revenue Code , to adjust the basis of Company properties ;
(d) to elect to amortize the organizational expenses of the Company and the startup
expenditures of the Company under Section 195 of the Internal Revenue Code ratably over a
period of sixty (60) months as permitted by Section 709(b) of the Internal Revenue Code ; and
(e) any other election the Members may deem appropriate and in the best interest of the
Members .
Either the Company or any Member may make an election for the Company to be excluded from the
application of the provisions of subchapter K of chapter 1 subtitle A of the Internal Revenue Code or any
similar provisions of applicable state law.
11 .03 "Tax Matters Partner." A Simple Majority of the Members shall designate one Member to
be the "tax matters partner" of the Company pursuant to Section 6231(a)(7) of the Internal Revenue
Code . Any Member who is designated "tax matters partner" shall take such action as may be necessary
to cause each other Member to become a "notice partner" within the meaning of Section 6223 of the
Internal Revenue Code . Any Member who is designated "tax matters partner" shall inform each other
Member of all significant matters that may come to its attention in its capacity as "tax matters partner" by
13
giving notice thereof on or before the fifth Business Day after becoming aware thereof and , within that
time , shall forward to each other Member copies of all significant written communications it may receive in
that capacity. Any Member who is designated "tax matters partner" may not take action contemplated by
Section 6222 through 6232 of the Internal Revenue Code without the consent of a Simple Majority.
ARTICLE XII
BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS
12 .01 Maintenance of Books. The Company shall keep books and records of accounts and
shall keep minutes of the proceedings of its Members and each committee of the Members . The books of
account for the Company shall be maintained on a cash basis in accordance with the terms of this
Agreement , except that the Capital Accounts of the Members shall be maintained in accordance w ith
Article IV of this Agreement. The calendar year shall be the accounting year of the Company .
12 .02 Accounts. The Members shall establish and maintain one or more separate bank and
investment accounts and arrangements for Company funds in the Company name with financial
institut ions and firms that the Members determine . The Members may not commingle the Company 's
funds with the funds of any Member; however, Company funds may be invested in a manner the same as
or sim il ar to the Members' investment of their own funds or investments by their Affiliates .
ARTICLE XIII
TRANSFERS
13.01 Limited Right to Transfer. No Member or Assignee shall make any Transfer of all or any
part of its Membership Interest , whether now owned or hereafter acquired , except (a) with the unanimous
consent of the Members ; (b) as provided by Article XIV of this Agreement ; (c) as a Defaulting Member as
provided by paragraph 15 .01 (f) of this Agreement ; or ( d) upon winding up or termination , as provided by
parag raph 16 .03 of this Agreement. Any attempted Transfer by a person of an interest or right , or any
part thereof, in or in respect of the Company other than as specifically provided by this Agreement sha ll
be , and is hereby declared , null and void ab initio .
13.02 Rights of an Assignee .
(a) Unless and until an Assignee becomes a Substituted Member of the Company as
provided in this Agreement, the Assignee shall be entitled only to (i) allocation of income , gain ,
loss , deduction , cred it , or similar items , and to receive distributions to which the assigno r is
entitled to the extent these items were assigned , and (ii) reasonable information or account of
transactions of the Company and to make reasonable inspection of the books and records of the
Company . The Membership Interest of the Assignee shall not be considered in the voting
requirements of the Company , and the Assignee shall have no right to participate in the
operations or management of the Company .
(b) In the event t hat the Members make additional contr ibutions to the Company wh ich
the Membership Interest is held by an Ass ignee , the Assignor Member and it s Ass ignee shal l be
jointly and severally liable for the corresponding contribution in connection with the Membership
Interest held by Assignee . If the Assignor Member or Assignee does not make such contribution
in accordance with the provisions of this Agreement , then the Assignor Member and Assignee
shall be treated as being in Default. In the event that one or more new Members are admitted
into the Company , or one or more exist in g Members increase their Membership Interest , the
Membersh ip Interest of the Assignee may be correspondingly reduced and no consent or other
action on the part of such Assignee shall be required .
13.03 Legal Opinion . For the right of a Member to transfer a Membersh ip Interest or any pa rt
thereof or of any Person to be adm itted to the Company in connection therew ith to exist or be exerc ised ,
the Company must receive an opinion from legal counsel acceptable to the Members that states (a) the
Transfer is exempt from registration under federal and state secu ri ties laws , (b) the Transfer w ill no t
14
cause the Company to be in violation of federal and state securities laws , (c) the Transfer will not
adversely affect the status of the Company as a partnership under the Internal Revenue Code or
Treasury Regulations , and (d) the Transfer will not result in the Company 's being considered to have
terminated within the meaning of the Internal Revenue Code or Treasury Regulat ions . The Members ,
however, may waive the requirements of this paragraph.
13 .04 Admission as Substituted Member. An Assignee has the right to be admitted to the
Company as a Substituted Member with the Ownership Interest and the Capital Commitment so
transferred to such person , in the event that:
(a) the Member making such Transfer grants the Assignee the right to be so admitted ;
(b) such Transfer is consented to in accordance with paragraph 13 .01 of this Agreement;
and
(c) a written , signed and dated instrument evidencing the Transfer has been filed with the
Company in form and substance reasonably satisfactory to the Members , and said instrument
contains (i) the agreement by the Assignee to be bound by all of the terms and provisions of this
Agreement , (ii) any necessary or advisable representations and warranties , including that the
Transfer was made in accordance with all applicable laws , regulations , and securities laws , (ii i)
the Ownership Interests and the Capital Commitments after the Transfer of the Member effecting
the Transfer and the person to which the Membership Interest of part thereof is transferred (which
together must total the Ownership Interest and the Capital Commitment of the Member effecting
the Transfer before the Transfer) and (iv) the name , address and any other pertinent information
necessary for amended Exhibit A and to make distributions .
13 .05 Transfer to Existing Member. In the event of a Transfer to an existing Member, the
existing Member shall be automatically deemed to be a Substituted Member.
13.06 Third Party Offer . In the event a Member desires to sell all or any portion of its
Membership Interest to another person (other than an existing Member), the selling Member shall first
offer to sell the Membership Interest to the other existing Members . Upon the receipt of an offer from a
Third Party to purchase such Membership Interest, the selling Member shall promptly deliver a copy of
the Th ird Party offer to all other Members . Each Member will have fifteen (15) days from the date of
receipt of the Third Party offer to notify the selling Member in writing that the other Member intends to
purchase the Membership Interest upon the terms and conditions of the Third Party offer. If more than
one other Member desires to purchase the Membership Interest , each of the purchasing Members shall
purchase a portion of the Membership Interest that is proportional to that Member's Ownership Interest. If
none of the other Members give notification within fifteen (15) days of an intention to purchase the
Membership Interest , then the selling Member shall be permitted to sell the Membership Interest to the
Third Party upon the terms and conditions of the Third Party offer.
13 .07 Reasonable Expenses . The Member effecting a Transfer and the Substituted Member
shall pay , or re imburse the Company for , all costs incurred by the Company in connection with the
admiss ion of the Substituted Member (including , without limitation , the legal fees incurred in connection
with the legal opin ions referred to in paragraph 13.03 of this Agreement) on or before the tenth (10th) day
after the receipt by that person of the Company 's invoice for the amount due . If payment is not made by
the date due , the person owing the amount shall pay interest on the unpaid amount from the date due
until pa id at a rate per annum equal to the Default Interest Rate .
15
ARTICLE XIV
BUYOUT OF MEMBERSHIP INTEREST
14 .01 Termination of Marital Relationship .
(a) If the marital relationship of a Member is terminated by death or divorce and such
Member does not succeed to all of such Member's spouse's community or separate interest , if
any , in the Membership Interest (such spouse is referred to hereafter in this Article as the
"Assignee Spouse"), either as outright owner of such Membership Interest or as a trustee of a
trust holding such Membership Interest, whether or not such Member is a beneficiary of such
trust , then such Member shall have the option to purchase at Fair Value (determined as of the
date of the death or divorce of the Member) the Ass ignee Spouse's interest in the Membersh ip
Interest to which such Member does not succeed . Such option must be ex ercised within ninety
(90) days after the death of or the Member's divorce from the Assignee Spouse . Should the
Member fail to exercise such option within such 90-day period , then the Company shall have the
option to purchase such Membership Interest at Fair Value for a period of ninety (90) days after
the lapse of the initial 90 -day period .
(b) Any Membership Interest of the Company held by a Member as a trustee of a trust as
a result of the death of or the Member's d ivorce from the Ass ignee Spouse shall be treated as
owned by such Member for purposes of this agreement. If such Member ceases to act as trustee
of such trust for any reason , then such Member shall have the option to purchase all of the
Membersh ip Interest at Fair Value held in such trust. Such option must be exercised within ninety
(90) days after such Member ceases to act as trustee of such trust. Should such Member fail to
exercise such option w it hin such 90 -day period , then the Company shall have the option to
purchase such Membership Interest for a period of ninety (90) days after the lapse of the initial
90-day period.
14.02 Death of Member.
(a ) Insurance . So long as the Company has purchased life insurance , in accordance
with the following terms , the membership units of the deceased member shall be purchased and
handled as follows :
(i) Insurance Schedule . The Company may own and maintain insurance
policies on the lives of the Members to fund this Agreement. Any such insurance polic ies
shall be listed on an Insurance Schedule , which shall be attached hereto and made a part
hereof. All policies listed on such Insurance Schedule , now or hereafter, shall be subject
to the terms of this Agreement. The Company shall pay all premiums due on the policies
taken out by the Company under this Agreement and shall give proof of payment to the
Members within fifteen (15) days after the due date of each premium . The Company
shall be the sole owner of the policies taken out by the Company and may exercise all
rights under such policies ; provided , however, such pol ici es shall not be surrendered or
borrowed against nor shall there be any change to the beneficiary designations of any
such policy without notice to the Member whose life is insured under such policy .
(ii) Purchase of Deceased Member's Interest. On the death of any Member,
the Company shall purchase from the estate of the deceased Member for the account of
the surviving Members , and the executors or administrators of the estate of the deceased
Member shall sell to the Company for the account of the surviving Members , the entire
interest of the deceased Member in the Company at the price and on the terms and
conditions specified in this Article .
(iii) Execution of Instruments . On receipt of an amount equal to the proceeds
of the insurance policies owned by the Company pursuant to this Agreement on the life of
the deceased Member , the ex ecutors or administrators of the estate of the deceased
16
Member shall execute and deliver to the Company any instruments that are necessary to
t ransfer full and complete tit le to the deceased Membe r's interest to the Company and
that may be requ ired by the surv iv ing Members to carry on conven iently t he business of
the Company .
(iv) Distribution of Deceased Member's Interest. The interest of a deceased
Me mber in the Company purchased by the Company pursuant to th is Art icle sha ll be
d iv ided among the surviving Members in the same proport ions as they , immed iately prior
to the death of the Member, were entitled to share in the profits of the Company .
(v) Company Profits After Death . All profits earned by the Company business
after the date of the deceased Member's death shall be long to the surviving Members ,
and the estate of the deceased Member sha ll have no right or cla im to those profits no r
any right to interest instead of those profits .
(vi) Assumption of Company Obligations. On any purchase and sale of the
interest of a deceased Member pursuant to this Art icle , the surviving Members shall
assume all the Company obligations and shall protect and indemnify the estate of the
deceased Member, the executors or admin ist rators of th is estate , and the property of th is
estate from liab ility on any of the Company obl igations .
(vii ) Publication of Notice . On any purchase and sale of the interest of a
deceased Member pursuant to th is Article , the Company shall , at its expense , as soo n
after consummation of the sale as is pract icable , cause to be prepared , published , fil ed ,
and served all notices that may be required by law to protect the estate of the deceased
Member and the executors or administrators of the estate from liability for any future
obl igations of the Company bus iness .
(viii ) Ownership of Policies . The Company shall be the beneficiary and so le
owner of each insurance policy procured by it pursuant to this Agreement and shall ho ld
fu ll legal title to each insurance policy . The Members agree , however, that no righ ts ,
options , or privileges provided for in any of these policies or permitted by the issuing
insurance company shall be exercised without the written consent of all the Members .
(ix) Payment of Premiums. The Company shall pay al l prem iums as they
become due on the insurance policies procured by it pursuant to this Agreement and
shall give proof of the payment of each premium to each Member within ten (10) days
after its due date . If any premium on any pol icy is not paid by the Company within ten
(10) days after its due date , any Member shall have the ri ght to pay the prem ium and be
reimbursed for it by the Company . The insurance company issuing any of these policies
is authorized and directed to furnish any Member with any information the Member may
request in writing pertaining to the status of any of these insurance policies .
(x) Premiums Constitute Company Expense . The total amount of premiums
payable each year by the Company on all insurance po li cies procured by it pursuant to
th is Agreement , a lthough not deductible for federal income tax purposes , shall be
considered , as between the Members , as an ordinary and necessary ex pense of the
Company business deductible before determination of the net profits of the Company .
(xi) Insurance Policies as Company Assets . The cash surrender value of
each insurance policy procured by the Company pursuant to th is Agreement shall be
considered , fo r the purpose of determining the value of any Member's interest in the
Company , an asset of the Company .
(xii) Purchase of Policies on Withdrawal . Any Member who w ithdraws fro m
t he Company , provided that the withd rawa l is not wrongful , sha ll have the right to
17
purchase the policy or policies owned by the Company insuring the withdrawing
Member's life . To purchase the policy, the withdrawing Member must pay the Company
an amount equal to the interpolated terminal reserve of the policies as of the date of the
Member's withdrawal , less any existing indebtedness charged against these policies , and
plus the proportionate part of the gross premiums last paid on the policies before the date
of the Member's withdrawal that cover a period extending beyond that date. The payment
must be made within thirty (30) days after the Member's withdrawal or the right to
purchase is forfeited.
(xiii) Purchase of Policies on Termination . If this Agreement is terminated
before the death of all but one Member, each Member shall be entitled to an assignment
of the policy or policies insuring his or her life on payment to the Company within thirty
(30) days after the termination . In exchange for the assignment, each Member must pay
the Company an amount equal to the interpolated terminal reserve of these policies as of
the date of transfer , less any existing indebtedness charged against the policies , and plus
the proportionate part of the gross premiums last paid on the policies before the date of
transfer that cover a period extending beyond that date .
(xiv) Performance by Insurance Company . No insurance company whose
policies shall be issued because of this Agreement shall have any liability except as set
forth in its policies . No insurance company shall be bound to inquire into or take notice of
any of the provisions of this Agreement relating to the policies of insurance or to the
application of the proceeds of the policies . Payment or other performance by an
insurance company in accordance with the terms of its policies shall completely
discharge the company from all claims , suits , and demands of all persons .
(xv) Payment of Proceeds to Purchase Deceased's Interest. On the death of
a Member, the Company will pay the proceeds of the insurance policy or policies to the
executors or administrators of the estate of the deceased Member. The payment of the
proceeds of the insurance policy constitutes payment in full for the interest of the
deceased Member.
(b) Option . In the event that life insurance has not been purchased in accordance with
the terms set forth above , then the provisions of subparagraphs (b) and (c) of 14 .02 shall be
applicable . Commencing upon the death of a Member, the surviving Members shall for a period
of sixty (60) days have the option to purchase all or any portion of the deceased Member's
membership units at Fair Value (determined as of the date of the death of the Member); provided ,
however , the exercise of said option shall require the approval of all of the surviving Members .
Upon the expiration of sixty (60) days after the death of a Member, the Company shall be
obligated to purchase all , and not less than all , of the deceased Member's membership un its
which the surviving Members do not elect to purchase pursuant to the option granted in the
preceding sentence . The spouse and executors or administrators of the deceased Member shall
sell all of the deceased Member's membership units to the Company and/or the other Members in
accordance with the option or obligation established by this Article . Any sale and purchase made
pursuant to this Article shall be consummated within six months of the date of the Member's
death .
(c) Insufficient Surplus . If the Company shall not have sufficient surplus to permit it
lawfully to purchase the membership units it becomes obligated to purchase under this paragraph
at the time of the consummation of such sale and purchase , the deceased Member's spouse and
executors or administrators and the other Members shall promptly take such action to vote their
respective holdings of membership units to reduce the capital of the Company or to take such
other steps as may be appropriate or necessary in order to enable the Company lawfully to
purchase such membership units . If the Company , nevertheless , is unable at that time lawfully to
purchase all of such membership units , the obligation of the Company to purchase and the
obligations of the deceased Member's spouse and executors or adm inistrators to sell the
18
remaining membership units which the Company could not lawfully purchase shall continue until
such time as the Company may lawfully discharge such obligation
14 .03 Bankruptcy of Member. If any Member becomes a Bankrupt Member, the Company
shall have the option , exercisable by notice from the Members to the Bankrupt Member (or its
representative) at any time prior to the one hundred eightieth (180th) day after receipt of notice of the
occurrence of the event causing it to become a Bankrupt Member, to purchase all or any portion of the
Bankrupt Member's Membership Interest at Fair Value (determined as of the date that notice of the
exerc ise of such option is given by the Members ); provided , however, the exercise of said option shall
require the approval of the unanimous consent of the other Members . In the event that notice of the
exercise of such option is given by the Members to the Bankrupt Member (or its representative), the
Bank ru pt Member shall sell its interest to the Company as provided by th is Article .
14 .04 Insufficient Surplus . If the Company shall not have sufficient surplus to permit it lawfully
to purchase the Membership Interest under paragraph 14 .01 , 14 .02 or 14 .03 of this Agreement at the
time of the closing , the other Members may take such action to vote their respective Membership
Interests to reduce the capital of the Company or to take such other steps as may be appropriate or
necessary in order to enable the Company lawfully to purchase such Membership Interest.
14.05 Option by Other Members. If the Company fails or declines to exercise an option to
purchase a Membership Interest of a Member as provided by this Agreement within the period of time
specified for such option , then the other Members shall have the option for a period of ninety (90) days
thereafter to purchase such Membership Interest in such proportions as they mutually agree or in
proport ion to the ir respective Ownership Interests for the same price and upon the same terms available
to the Company .
14 .06 Exercise of Option. Any option to purchase a Membership Interest as provided by th is
Agreement shall be deemed exercised at the time the purchasing party delivers to the selling party written
notice of intent to exercise such option along with an initial payment in the form of a certified or cashier's
check in the amount of ten percent (10%) of the estimated purchase price anticipated by the purchaser, in
person or by United States registered mail , properly stamped and addressed to the last known address of
the selling party .
14 .07 Determination of Fair Value . The "Fair Value" of a Membership Interest shall be the
amount that would be distributable to the Member holding such interest in the event that the assets of the
Company were sold for cash and the proceeds , net of liabilities , were distributed to the holders of all
Membership Interests pursuant to this Agreement. In the event that the Fair Value of a Membership
Interest is to be determined under this Agreement , the Members shall select a qualified independent
appraiser to make such determination , and the Members shall make the books and records available to
the appraiser fo r such purpose . The determination of Fair Value made by such appraiser shall be final ,
conclus iv e , and binding on the Company , all Members , and all Assignees of a Membership Interest.
14.08 Fees and Expenses of Appraiser . In the case of a purchase and sale of Membership
Interest under paragraph 14 .01 or 14 .02 of this Agreement (in the event of death or divorce of a Member),
the fees and expenses of such appraiser shall be paid by the Company . In the case of a purchase and
sale of Membe rsh ip Interest under paragraph 14 .03 or 15 .01 (i n the event of the bankruptcy or default of
a Member), the fees and expenses of such appraiser shall be paid by the Bankrupt Member or Defaulting
Member , by deducting at closing such fees and expenses from the purchase price to be paid to such
Bankrupt Member or Defaulting Member, and rem itting the same to the Company . Otherwise , the fees
and expenses of such appraiser shall be shared equally by the purchaser and seller.
14 .09 Right to Withdraw Option . In the event that a Member has exercised an election to
purchase a Membership Interest under this Agreement and Fair Value has been determined as provided
by paragraph 14 .07 of this Agreement, such Member may elect to terminate its right to purchase within
fifteen (1 5) days following its receipt of the determination of Fair Value , by delivery of written notice to the
Company and to the Assignee. In such an even t, the in itial payment shall be returned to the Member
19
withdrawing the option, and the other Members may elect to purchase the Membership Interest (or
portion thereof) in such proportions as they mutually agree or in proportion to their respective Ownership
Interests .
14 .10 Terms of Purchase .
(a) The closing date for any sale and purchase made pursuant to this Article shall be the
later of (i) thirty (30) days after the notice of the exercise of option has been received by the
selling party , or (ii) thirty (30) days after the part ies have received notice of the Fair Value of the
Membership Interest.
(b) Payment of the purchase price for a Membership Interest may be made by the
Company and/or the other Members as follows : (i) a down payment equal to ten percent (10%)
of the Fair Value to be made at closing , and (ii) the balance of the purchase price , bearing
interest at the General Interest Rate determined on the date of closing, to be paid in twenty -four
(24) equal monthly insta llments , with the first payment due thirty (30) days after the date of
closing . Any such purchaser shall have the right to pay all or any part of such obligation at any
time or times in advance of maturity without penalty . In the event that the Company becomes a
party to a Fundamental Business Transaction , such obligation (or remaining portion thereof) shall
be paid in full within thirty (30) days of the date that the Company becomes a party to such
transaction.
(c) At the clos ing , the person selling the Membership Interes t will transfer the
Membership Interest free and clear of any liens or encumbrances , other than those which may
have been created to secure any indebtedness or obligations of the Company .
(d) In each event that a Membership Inte rest in the Company is purchased as described
in this Agreement , upon the execution and delivery of the notes or payment of the cash as
required herein , this Agreement shall operate as an automatic transfer to the purchaser of the
Membership Interest in the Company. The payment to be made to the selling Member, Assignee ,
or its representative shall constitute complete release , liquidation and satisfaction of all the rights
and interest of the selling Member, Assignee, or its representative (and of all persons claiming by ,
through , or under the selling Member, Assignee , or its representative) in and in respect of the
Company , including , without limitation , any Membership Interes t , any rights in specific Company
property , and any rights against the Company and (i nsofar as the affairs of the Company are
concerned) against the Members . The parties shall perform such actions and execute such
documents that may be reasonably necessary to effectuate and evidence such purchase and
sale, and re lease as provided by this paragraph .
ARTICLE XV
DEFAULT OF A MEMBER
15 .01 Failure to Contribute. If a Member does not contribute by the time required all or any
portion of a Capital Contribution that Member is required to make as provided in this Agreement , the
Company may exercise , on notice to that Member (the "Defaulting Member"), one or more of the following
remedies :
(a) taking such action (including , without limitation , court proceedings) as the Memb ers
may deem appropriate to obtain payment by the Defaulting Member of the portion of the
Defaulting Member's Capital Contribution that is in default , together with interest thereon at the
Default Interest Rate from the date that the Capital Contribution was due until the date that it is
made , all at the cost and expense of the Defaulting Member;
(b) permitting the other Members in proport ion to their Ownership Interests or in such
other proportions as they may agree (the "Lending Member," whether one or more), to advance
20
the portion of the Defaulting Member's Capital Contribution that is in default , with the following
results:
(i) the sum advanced constitutes a loan from the Lending Member to the
Defaulting Member and a Capital Contribution of that sum to the Company by the
Defaulting Member pursuant to the applicable provisions of this Agreement ,
(ii) the principal balance of the loan and all accrued unpaid interest thereon is
due and payable in whole on the tenth (10th) day after written demand therefor by the
Lending Member to the Defaulting Member,
(iii) the amount lent bears interest at the Default Interest Rate from the day that
the advance is deemed made until the date that the loan , together with all interest
accrued on it , is repaid to the Lending Member,
(iv) all distributions from the Company that otherwise would be made to the
Defaulting Member (whether before or after termination of the Company) instead shall be
paid to the Lending Member until the loan and all interest accrued on it have been paid in
full to the Lending Member (with payments being applied first to accrued and unpaid
interest and then to principal),
(v) the payment of the loan and interest accrued on it is secured by a security
interest in the Defaulting Member's Membership Interest, as more fully set forth in
paragraph 15 . 02 of this Agreement , and
(vi) the Lending Member has the right, in addition to the other rights and
remedies granted to it pursuant to this Agreement or available to it at law or in equity , to
take any action (including , without limitation , court proceedings) that the Lending Member
may deem appropriate to obtain payment by the Defaulting Member of the loan and all
accrued and unpaid interest on it , at the cost and expense of the Defaulting Member;
(c) exercising the rights of a secured party under the Uniform Commercial Code of the
State of Texas;
(d) reducing the Defaulting Member's Membership Interest or other interest in the
Company ;
(e) subordination of the Defaulting Member's Membership Interest to the nondefaulting
Member;
(f) a forced sale of the Defaulting Member's Membership Interest at Fair Value and upon
the terms of purchase as provided in Article XIV ;
(g) forfeiture of the Defaulting Member's Membership Interest; or
(h) exercising any other rights and remedies available at law or in equity.
15 .02 Security. Each Member grants to the Company, and to each Lending Member with
respect to any loans made by the Lending Member to that Member as a Defaulting Member under this
Article , as security , equally and ratably , for the payment of all Capital Contributions that Member has
agreed to make and the payment of all loans and interest accrued on them made by Lending Members to
that Member as a Defaulting Member pursuant to paragraph 15 .01 (b) of this Agreement , a security
interest in , and a general lien on its Membership Interest and the proceeds thereof, all under the Uniform
Commercial Code of the State of Texas . It is expressly agreed that the security interest created thereby
shall be governed by Chapter 8 of the Uniform Commercial Code of the State of Texas. On any default in
the payment of a Capital Contribution or in the payment of such a loan or interest accrued on it , the
21
Company or the Lending Member, as applicable , is entitled to all the rights and remedies of a secured
party under the Uniform Commercial Code of the State of Texas with respect to the security interest
granted in this Article. Each Member shall execute and deliver to the Company and the other Members
all financing statements and other instruments that the Members or the Lending Member, as applicable ,
may request to effectuate and carry out the preceding provisions of this Article . At the option of the
Members or a Lending Member, this Agreement or a carbon , photographic , or other copy hereof may
serve as a financ ing statement.
15 .03 Compromise or Release. The obligat ion of a Defaulting Member or its legal
representative or successor to make a contribution or otherw ise pay cash or transfer property or to return
cash or property paid or distributed to the Defaulting Member in violation of the TBOC or this Agreement
may be compromised or released only with the approval of the unanimous consent of the other Members .
Notwithstanding the compromise or release , a creditor of the Company who extends credit or otherwise
acts in reasonable reliance on that obligation , after the Member signs a writing that reflects the obl igation
and before the writing is amended or canceled to reflect the compromise or release , may enforce the
original obligation .
15 .04 Expulsion . A Member may be expelled from the Company by unanimous vote of all other
Members (not including the Member to be expelled) if that Member (a) has willfully violated any provision
of this Agreement; (b) committed fraud , theft , or gross negl igence against the Company or one or more
Members of the Company , or (c) engaged in wrongful conduct that adversely and materially affects the
business or operation of the Company . Such a Member shall be considered a Defaulting Member, and
the Company or other Members may also exercise any one or more of the remedies provided for in Article
15.01 . The Company may offset any damages to the Company or its Members occasioned by the
misconduct of the expelled Member against any amounts distributable or otherw ise payable by the
Company to the expelled Member.
ARTICLE XVI
WINDING UP AND TERMINATION
16.01 Event Requiring Termination . The Company shall begin to wind up its affairs upon the
first of the following to occur:
(a) the execution of an instrument approving the termination of the Company by
unanimous consent of the Members ;
(b) the occurrence of any event that terminates the continued membership of the last
remaining Member of the Company ; provided , however , that the Company is not dissolved if, no
later than ninety (90) days after the termination of the membership of the last remaining Member,
the legal representative or successor of the last remaining Member agrees to cancel the event
requiring winding up , to continue the Company and to become a Member, or to designate another
person who agrees to become a Member, as of the date of termination of the membership of the
last remaining Member;
(c) entry of a decree of judicial dissolution of the Company ;
(d) the occurrence of a nonwaivable event under the terms of the TBOC which requires
the Company to be terminated ; or
(e ) by the act of a Simple Majority of the Members , if no capital has been paid into the
Company , and the Company has not otherwise commenced bus iness.
16 .02 Business May Be Continued. Except as provided in paragraph 16 .01(b) of this
Agreement:
22
(a) an event that requires the winding up of the Company's business shall not terminate
the Company if, no later than one year after the date of the event , the Membe rs unanimously
consent to cancel the event requiring winding up.
(b) the expiration of a period of duration that requires the winding up of the Company 's
business shall not terminate the Company if, no later than three years after the date the period of
duration expires , the Members unanimously consent to amend the Company 's Certificate of
Formation and this Agreement to extend the Company 's period of duration .
16 .03 Purchase of Former Member's Membership Interest. Upon an event requiring winding
up as provided in 16 .01 of this Agreement , the Company's books shall be closed upon the date of such
event , so as to determine the Former Member's Membership Interest value on the date ending all of the
Former Member's financial interest in the Company . Within one hundred eighty (180) days of such event ,
the Company shall purchase the Former Member's Membership Interest at Fair Value (as determined by
paragraph 14.07 of this Agreement), upon terms of purchase as provided in Article XIV of this Agreement.
16 .04 Liquidation . As soon as possible following an event requiring termination of the
Company , the Members shall act as liquidator or may appoint one or more Members as liquidator. The
liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as
provided herein and in the TBOC . The costs of liquidation shall be borne as a Company expense . Unt il
final distribution , the liquidator shall continue to operate the Company properties with all of the power and
author ity of the Members . The steps to be accomplished by the liquidator are as follows :
(a) as promptly as possible after such event and again after final liquidation , the liquidator
shall cause a proper accounting to be made by a recognized firm of certified public accountants
of the Company's assets , liabilities , and operations through the last day of the calendar month in
which the termination occurs or the final liquidation is completed , as applicable ;
(b) the liquidator shall cause the notice described in Section 11 .052 of the TBOC to be
delivered to each known claimant against the Company ;
(c) the liquidator shall pay , satisfy or discharge from Company funds all of the debts ,
liabilities and obligations of the Company (including , without limitation , all expenses incurred in
liquidation and any advances described in paragraph 4.04 of this Agreement) or otherwise make
adequate provision for payment and discharge thereof (incl uding , without limitation , the
establishment of a cash escrow fund for contingent liabilities in such amount and for such term as
the liquidator may reasonably determine); and
(d) all remaining assets of the Company shall be distributed to the Members as follows:
(i) the liquidator may sell any or all Company property , includ in g to Members , and
any resulting gain or loss from each sale shall be computed and allocated to the Capital
Accounts of the Members ;
(ii) w ith respect to all Company property that has not been sold , the fa ir market
value of that property shall be determined and the Capital Accounts of the Members shal l
be adjusted to reflect the manner in which the unrealized income , gain , loss , and
deduction inherent in property that has not been reflected in the Capital Accounts
previously would be allocated among the Members if there were a taxable disposition of
that property for the fair market value of that property on the date of distr ibut ion ; and
(iii) Company property shall be distributed among the Members in accordance
with the positive Capital Account balances of the Members , as determined after taking
into account all Capital Account adjustments for the taxable year of the Company during
which the liquidat ion of the company occurs (other than those made by reason of this
clause (iii)); and those distributions shall be made by the end of the taxab le year of the
23
Company during which the liquidation of the Company occurs (or, if later, ninety (90 )
days after the date of liquidation ).
All distributions in ki nd to the Members shall be made subject to the liab il ity of each distr ibutee for costs ,
expenses , and liabilities theretofore incurred or for which the Company has committed prior to the date of
terminat ion and those costs , expenses , and liab ilities shall be allocated to the distributee pursuant to this
paragraph . Upon completion of all distributions to the Member, such distribut ion shall constitute a
comp lete return to the Member of its Capital Con tributions and release all claims aga inst the Company .
To the extent that a Member returns funds to the Company , it has no cla im against any other Member for
those funds .
16 .05 Deficit Capital Accounts. Notwithstand ing anything to the contrary conta ined in th is
Agreement, and notwithstanding any custom or ru le of law to the contrary , to the extent that the defici t , if
any , in the Capital Account of any Member resu lts from or is attributable to deductions and losses of the
Company (includ ing non -cash items such as depreciation ), or distributions of money pu rsuant to th is
Agreement to all Members in proportion to their respective Ownership Interests , upon termination of the
Company such deficit shall not be an asset of the Company and such Members shall not be obligated to
contr ibute such amount to the Company to bring the balance of such Member's Cap ital Account to zero .
16 .06 Certificate of Termination. On completion of the distribution of Company assets as
provided herein , the Company is terminated , and the Members (or such other person or persons as the
TBOC may requ ire or permit) shall execute , acknowledge and cause to be filed a Certificate of
Term ination , at which time the Company shall cease to exist as a limited liab ility company .
ARTICLE XVII
AMENDMENT OR MODIFICATION
17.01 Amendment or Modification. Th is Agreement may be amended or modified from time to
time on ly with a written instrument executed w ith the unanimous consent of the Members .
17 .02 Special Provisions for Certain Amendments or Modifications .
(a) An amendment or mod ificat ion reducing a Member's Ownersh ip Interest or increas ing
its Capita l Commitment (other than to reflect changes otherw ise provided by this Agreement) is
effective only with that Member's consent.
(b) An amendment or modification reducing the required Ownership Interest or other
measure for any consent or vote in this Agreemen t is effective only with the consent or vote of
Members having the Ownership Interest or other measure theretofore requ ired .
(c ) An amendment to establish the relative rights and preferences of the Membersh ip
Interests of any class or series may be made by a committee of Members , within the authority of
Members or otherwise provided in the Certificate of Formation , the TBOC , or resolutions by
Members forming the committee .
(d) An amendment or modification made so lely to reflect the admission or w ithdrawa l of a
Member (such as to Exhibit A) need not be approved by any Member if the requirements set forth
in this Agreement with respect to the admission or withdrawal of the Member are otherwise
satisfied .
ARTICLE XVIII
GENERAL PROVISIONS
18 .01 Construction . Whenever the context requ ires , the gender of all words used in th is
Agreeme nt includes the masculine , feminine , and neuter. In the event there is on ly one Member, then
referen ces to Members in the plural should be const rued as singular.
24
18 .02 Offset. Whenever the Company is to pay any sum to any Member, any amounts that
Member owes the Company may be deducted from that sum before payment.
18 .03 Notices. Except as expressly set forth to the contrary in this Agreement , all notices ,
requests , or consents provided for or permitted to be given under this Agreement must be in writing and
must be given eit her by depositing that writing in the Un ited States mail , addressed to the recipient ,
postage paid , and registered or certified with return receipt requested or by delivering that writing to the
recipient in person , by courier , or by facsim ile transmission ; and a notice , request , or consent given under
this Agreement is effective on receipt by the person . All notices , requests , and consents to be sent to a
Member must be sent to or made at the addresses given for that Member on Exhibit A or such other
address as that Member may specify by notice to the other Members . Any notice , request , or consent to
the Company or the Members must be given to the Members at the follow ing address :
146 Point Clear Cove
Eads , Tennessee 38028-8011
Whenever any notice is required to be given by law, the Certificate of Formation or this Agreement , a
written waiver thereof, signed by the person entitled to not ice , whether before or after the time stated
there in, shall be deemed equivalent to the giving of such notice .
18.04 Entire Agreement; Supersedes Other Agreements. This Agreement includes the entire
agreement of the Members and their Affiliates relating to the Company and supersedes all pr ior contracts
or agreements with respect to the Company , whether oral or written.
18 .05 Effect of Waiver or Consent. A waiver or consent , express or implied , to or of any
breach or default by any person in the performance by that person of its obligations with respect to the
Company is not a consent or waiver to or of any other breach or default in the performance by that person
of the same or any other obligations of that person with respect to the Company . Failure on the part of a
person to compla in of any act of any person or to declare any person in default with respect to the
Company , irrespective of how long that failure continues , does not const itute a waiver by that person of
its rights with respect to that default until the applicable statute-of-limitations period has run .
18.06 Binding Effect. Subject to the restrictions on Transfers set forth in this Agreement , th is
Agreement is bin d in g on and inure to the benefit of the Members and their respective heirs , legal
representatives , successors , and assigns . However, unless and until properly adm itted as a Member, no
Assignee will have any rights of a Member beyond those provided expressly set forth in this Agreement or
granted by the TBOC to assignees .
18 .07 Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAW OF THE STATE OF TEXAS , EXCLUDING ANY CONFLICT-OF-
LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION
OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION .
18.08 Severability. If any provision of this Agreement or the application thereof to any person or
circumstance is held invalid or unenforceable to any extent , the remainder of this Agreement and the
applicat ion of that provision to other persons or circumstances is not affected thereby and that provision
shall be enforced to the greatest extent permitted by law.
18 .09 Further Assurances. In connection w ith this Agreement and the transactions
contemplated hereby , each Member shall execute and deliver any addit ional documents and instruments
and perform any additional acts that may be necessary or appropriate to effectuate and perform the
provisions of this Agreement and those transactions .
18 .10 Waiver of Certain Rights. Each Member irrevocably waives any right it may have to
ma in ta in any act ion for dissolution of the Company or for part iti on of the property of the Company .
25
18.11 Indemnification. To the fullest extent permitted by law , each Member shall indemnify the
Company , each other Member and hold them harmless from and against all losses , costs , liabilities ,
damages , and expenses (including , without limitation , costs of suit and attorney's fees) they may incur on
account of any breach by that Member of this Agreement.
18 .12 Counterparts. This Agreement may be executed in any number of counterparts with the
same effect as if all signing parties had signed the same instrument.
ARTICLE XIX
NOTICES AND DISCLOSURES
19.01 Compliance with Regulation D of the Securities Act of 1933 . THE OWNERSHIP
INTERESTS THAT ARE THE SUBJECT OF THIS COMPANY AGREEMENT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED , OR ANY STATE SECURITIES
LAWS. THE INTERESTS MAY NOT BE OFFERED FOR SALE , SOLD , PLEDGED , TRANSFERRED ,
OR OTHERWISE DISPOSED OF UNTIL THE HOLDER THEREOF PROVIDES EVIDENCE
SATISFACTORY TO THE MEMBERS (WHICH , IN THE DISCRETION OF THE MEMBERS , MAY
INCLUDE AN OPINION OF COUNSEL) THAT SUCH OFFER , SALE , PLEDGE , TRANSFER , OR
OTHER DISPOSITION WILL NOT VIOLATE APPLICABLE FEDERAL OR STATE SECURITIES LAWS .
THE OWNERSHIP INTERESTS THAT ARE THE SUBJECT OF THIS COMPANY AGREEMENT ARE
SUBJECT TO RESTRICTIONS ON THE SALE , PLEDGE , TRANSFER , OR OTHER DISPOSITION AS
SET FORTH IN THIS COMPANY AGREEMENT.
19 .02 Notice to Members. By executing this Agreement , each Member acknowledges that it
has actual notice of all of the provisions of this Agreement , including , without limitation , the restrictions on
the transfer of Membership Interests set forth in this Agreement, and all of the prov isions of the Certificate
of Formation. Except as otherwise expressly provided by law, each Member hereby agrees that this
Agreement constitutes adequate notice of any notice requirement under Chapter 8 of the Uniform
Commercial Code , and each Member hereby wa ives any requirement that any further notice thereunder
be given .
19 .03 Limitation of Liability . Pursuant to Article 581 -1 et seq . of the Texas Revised Civi l
Statutes (the "Texas Securities Act"), the liability under the Texas Securities Act of a lawyer, accountant,
consultant , the firm of any of the foregoing , and any other person engaged to provide services relating to
an offering of securities of the Company ("Service Providers ") is limited to a maximum of three t imes the
fee pa id by the Company or seller of the Company's secur ities , unless the trier of fact finds that such
Service Provider engaged in intentional wrongdoing in providing the services . By executing this
Agreement , each Member hereby acknowledges the disclosure contained in this pa ragraph .
IN WITNESS HEREOF , the Members have executed this Company Agreement , as of the
Effect ive Date .
MEMBERS :
Garry Lynn Huff
William Emile Haik
26
We hereby acknowledge and agree that we have read and agree to the terms as set forth herein .
This Agreement shall cover all membership units of the Company now owned or hereafter acquired by
any Members and such Member's spouse as community property or as separate property , and all
references herein to the membership units owned by a Member includes any interest of such Member's
spouse in such membership units . Any obligation of a Member to sell or offer to sell such Member's
membership units includes an obligation on the part of such Member's spouse to sell or offer to sell such
spouse 's community or separate property interest in such membership units in the same manner.
SPOUSES:
Wynellen Huff
Mary K. Haik
27
EXHIBIT A
MEMBERS OF MERIDIAN H&H, LLC
Initial Capital Capital Ownership
Member's Name and Address Contribution Commitment Interest
Garry Lynn Huff $500 .00 in cash , goods 500
146 Po int Clear Cove or labor performed $0 .00 membership
Eads , Tennessee 38028 -8011 units
William Emile Haik 500 ~43 Yacht Club Dr ive $500 .00 in cash , goods $0.00 membership Fort Walton Beach , Florida 32548-6421 or labor performed units
28
CITY oF Cm.LEGE STATION
Hom e o/Texas A&M University "
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.
[g] New Proj ect Submittal
D Incomplete Project Submittal -documents needed to complete an application . Case No .:
D Existing Project Submittal. Case No .:
Project Name 306 Redmond Townhomes
Contact Name James Batenhorst Phone Number 979-260-6963 --------------
We are transmitting the following for Planning & Development Services to review and comment (check all that apply):
D Comprehensive Plan Amendment D Non-Residential Architectural Standards
[g] Rezoning Application D Irrigation Plan
D Conditional Use Permit D Variance Request
D Preliminary Plan D Development Permit
D Final Plat D Development Exaction Appeal
D Development Plat D FEMA CLOMA/CLOMR/LOMA/LOMR
D Site Plan D Grading Plan
D Special District Site Plan D Other -Please specify below
D Special District Building I Sign
D Landscape Plan
INFRASTRUCTURE AND ENGINEERING DOCUMENTS
All infrastructure documents must be submitted as a complete set.
The following are included in the complete set:
D Comprehensive Plan Amendment D Waterline Construction Documents
D TxDOT Driveway Permit D Sewerline Construction Documents
D TxDOT Utility Permit D Street Construction Documents
D Drainage Letter or Report D Easement Application
D Fire Flow Analysis D Other -Please specify
Special Instructions:
10/10 Print Form
MITCHELL
M M
MORGAN
To: City of College Station
We are sending you :
D Drawings
D Letter
3204 Earl Rudder Fwy S
College Station. TX 77845
(979) 260-6963 Phone
(979) 260 -3564 Fax
info@mitche l land m organ .com
www .m itchellandmorgan .com
Letter Of Transmittal
Date: 11/04/2014 Job: 1435
Attention: Planning & Development
Re: 306 Redmond Townhomes
[i] Attached D Under separate cover via the following:
D Plans D Prints D Samples D Specifications
D Order D Other
Item Date # of Copies Description
1 11/4/2014 1 Rezoning Application
2 11/4/2014 1 Check for Application Fees in the Amount of $1 , 165.00
3 10/31/2014 1 Traffic Impact Analysis Letter
4 10/31/2014 1 24 x 36 -Rezoning Map
5 11/4/2014 1 Metes & Bounds description
6 10/31/2014 1 8.5 x 11 -Concept Plan
7 10/31/2014 6 24 x 36 -Concept Plan
8 11/4/2014 1 CAD file has been emailed to pdsdigitalsubmittal@cstx.gov
9 11/4/2014 1 Proof of Authority
Transmitted as checked below:
§ For approval § Approved as noted D Resubmit ____ copies for approval
For your use Approved as submitted DD Submit copies for distribution
As requested Returned for corrections Return ____ corrected copies
For review Other ____________ _
Remarks:
If you have any questions or comments, please contact us at 979-260-6963 .
Copy to: _F_il_e _____________ Signed: Kerry Pillow
-
~ason Schubert
City of College Station
Planning and Development Services
P.O . Box 9960
College Station , TX 77842
MITCHELL
M M
MORG A N
Re: 306 Redmond Townhomes (REZ-PDD)-REZONING
Dear Jason ,
As discussed we are requesting the following bulk variances for this project.
November 4 , 2014
Listed bel9w are the bulk variances that we are seeking for the 306 Redmond Townhome
project:
Understanding that we must choose a base zoning district for this residential development upon
which we base all variance requests , we have chosen T -Townhouse .
Bulk Variance Requests:
1. Allow for the townhomes to be detached and not be defined as one of a group of no less
than three , no more than twelve, attached dwelling units . Each dwelling unit will still be
located on a separate lot and thereby distinguished from condominium units .
2 . Allow for minimum side setbacks to be 5-Feet instead of 7 .5-Feet.
3 . Allow zero lot line construction of these townhomes . Allow structures to be built within
fifteen (5) feet of another primary structure.
As stated in the UDO, the purpose of the Planned Development district is to promote and
encourage innovative development that is sensitive to surrounding land uses and to the natura l
environment. A POD may be used to permit new or innovative concepts in land utilization not
permitted by other zoning districts . Finally , the PD District allows development to vary from
certain development standards so long as there are community benefits which outweigh the
requested modifications. We believe that this project offers a unique product and its community
benefits certainly outweigh modifications being requested. These commun ity benefits are as
follows :
1. We will mitigate all project impacts to the drainage in the area . In addition , thru the
creek channel modifications that we are proposing we will be stabilizing the creek bank
behind the project.
2 . The product we are proposing will significantly decrease the density in the area that is
currently allowed with the R-6 zoning district.
3204 EARL RUDDER FWY. 5. • COLL EGE STATIO N, TX 778 45 • T 979 .260 .6963 • F 979 .260.3564
CIVIL ENGINEERING • HYDRAULICS • HYDROLOG Y • UTILITIE S • STREET S • SITE PLAN S • SUBDIVISION S
info@m1tchellandmorgan.com • www m1tchellandmorgan com
-
3. We will be providing a unique product to The City of College Station that will bring an
urban curb appeal to the area . The product is a two-story "walk-up" style townhouse that
is a detached unit constructed on its own lot.
4. We are proposing to impose a greater level of landscaping on our project than what is
required under the T-Townhouse zoning district.
5. We will be improving an underutilized piece of property and in doing so will increase the
City tax base.
Thank you very much . If you have any questions please do not hesitate to call.
Sincerely ,
4s~
James T. Batenhorst, PE
Civil Engineer
Cc: file
Danielle Singh , P.E .
City of College Station
P.O. Box 9960
College Station , Texas 77840
MITCHELL
M M
MORGAN
October 31 , 2014
RE: Traffic Impact Analysis for Proposed Townhome Project at 306 Redmond Drive
Dear Danielle,
Per the UDO Section 7.13 .C.1 , a TIA is required for PDD rezoning requests that are
expected to generate in excess of 150 trips in any peak hour. The PDD development
consists of 15 four-bedroom units, with the trip generation analyzed in two ways: 1)
tri ps per dwelling unit proposed by the PDD , and 2) trips per person residing in the
proposed PDD .
Below is a table showing the data from the Institute of Transportation Engineers, Trip
Generation Manual, 7th Edition, Volume 2 of 3, showing the information for the
Res i dential Condominium/Townhouse Land Use #230:
Average Rate Range of Rates
Trip Generation per Dwelling Unit
AM 0.44 0 .15 - 0 .97
PM 0.52 0.18 -1.24
Trip Generation per Person
AM 0.19 0 .09 - 0 .38
PM 0.24 0.15-0.57
Tri p Genera t ion per Dwelling Un i t
Using the above rates for the average trip s generated per dwelling unit, the average of
trips generated during the peak AM hour is 6.6 and 7.8 during the peak PM hour.
Calculating the trip generations with the highest end of the PM peak range there are
only 18.6 trips/DU generated. Given the above mentioned analysis, the number of trips
generated during the AM or PM peak hours does not exceed the 150 threshold ;
therefore a TI A is not required for the project.
3204 EARL RUDDER FWY. S. • CO LLE GE STAT ION , TX 77845 • T 979 .260 .6963 • F 979 .260 .3564
CIVI L ENGINEERING • HYDRAULICS • HYDROLOGY • UTILITIES • STREETS • SITE PLANS • SUBDIVISIONS
info@m1tchellandmorgan com • www m1tchellandmorgan com
-
Trip Generation per Person
Because these units are all four bedroom units, the trip generation per person was also
analyzed. Using the above rates for the average trips generated per person, the average
of trips generated during the peak AM hour is 11.4 and 14.4 during the peak PM hour.
Calculating the trip generations with the highest end of the PM peak range there are
only 34.2 trips/person generated . Given the above mentioned analysis, the number of
tri ps generated during the AM or PM peak hours does not exceed the 150 threshold;
therefore a TIA is not required for the project.
Please let me know if you need any further information regard i ng the potential traffic
impact.
Cc : file
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Sincerely, +~~
James T. Batenhorst, PE
Civil Engineer
, .
Tract One:
Being all that certain tract or parcel of land lying and being situated in the J.E. Scott League, Abstract No. 50, College
Station, Brazos County, Texas. Said tract being all of Lots Eleven (11), Twelve (12), Thirteen (13), Fourteen (14) and Fifteen
(15), Block Four (4), Redmond Terrace, First Installment, according to the plat recorded in Volume 188, Page 295, Deed
Records of Brazos County, Texas and all of a called 0.44 acre tract described as being a portion of a called 3.450 acre tract as
described by a Deed to Wolf Creek Partners II, Ltd., recorded in Volume 2237, Page 104, Official Records of Brazos County,
Texas. Said Lots 11-15 also being a portion of said 3.450 acre tract;
Said tract being more particularly described by metes and bounds as follows:
BEGINNING at a 5/8 inch iron rod set on the Southerly line of Redmond Drive (50' R.O.W.) marking the Northeast corner of
said Lot 15 and the Northwest corner of Lot 16, Block 4, Redmond Terrace, First Installment, for reference a 5/8 inch iron rod
found on the Southerly line of Redmond Drive bears: S 70° 00' 52" E for a distance of12.40 feet;
THENCE S 17° 51' 48" W through said 3.450 acre tract along the common line of said Lots 15 and 16 for a distance of 209.28
feet to a point on the Northeast line of said 0.44 acre tract marking the common corner of said Lots 15 and 16;
THENCE S 41° 46' 54" E along the common line of said 0.44 acre tract and said Lot 16, Block 4 for a distance of66.00 feet to
a 5/8 inch iron rod set marking the most Southerly corner of said Lot 16 , Block 4, said iron rod set being on the North line of
the remainder of Lot 16, Block 2, F. S. Kapchinski Subdivision, according to the plat recorded in Volume "Y", Page 618-A , of
the Mechanic's Lien Records of Brazos County, Texas;
THENCE N 88° 18' 51" W along the common line of said 3.450 acre tract and said remainder of Lot 16, Block 2, for a
distance of 62.07 feet to a point marking the common corner of said Lot 16, Block 2 and Lot 19R, Block 1, F. S. Kapchinski
Subdivision, according to the plat recorded in Volume 4136, Page 133, Official Records of Brazos County, Texas;
THENCE N 72° 06' 32" W along the common line of said 3.450 acre tract and said Lot 19R for a distance of306.46 feet to a
5/8 inch iron rod found marking the most Southerly corner of said Lot 11, Block 4, said iron rod found marking the East
corner of Lot 9, Block 4, Redmond Terrace, First Installment;
THENCE N 29° 50' 20" W along the common line of said Lot 11 and Lot 9 for a distance of 81.46 feet to a 5/8 inch iron rod set
marking the beginning of a clockwise curve having a radius of 100.00 feet;
THENCE along said curve, same being called the common line of said Lot 11 and Lot 9 as per the Deed calls of said 3.450 acre
tract (2237 /104) through a central angle of 40° 57' 15" for an arc distance of 71.48 feet (Chord Bears: N 11° 34' 35" W -69.97
feet) to a cotton spindle set marking the ending point of said curve and the common corner of said Lot 9 and Lot 10, Block 4;
THENCE N 08° 54' 44" E along the common line of said Lot 11 and said Lot 10 for a distance of 125.31 feet to a point on the
Southerly line of Redmond Drive marking the common corner of said Lot 11 and Lot 10;
THENCE along the Southerly line of Redmond Drive for the following calls:
N 89° 56' 28" E for a distance of 69.44 feet to a 5/8 inch iron rod set marking the beginning of a clockwise curve having a
radius of 200.00 feet;
Along said curve through a central angle of20° 02' 40" for an arc distance of69.97 feet (chord bears: S 80° 02' 12" E -69.61
feet) to a 5/8 inch iron rod set marking the ending point of said curve;
S 70° 00' 52" E for a distance of 288.43 feet to the POINT OF BEGINNING, containing 2.413 acres of land, more or less.
Tract Two:
Lots Sixteen (16) and Seventeen (17), Block Four ( 4), Redmond Terrace First Installment, City of College Station, according to
plat thereof recorded in Volume 188, Page 295 of the Deed Records of Brazos County, Texas.
Tract Three:
Being all that certain tract or parcel of land lying and being situated in the J.E. SCOTT LEAGUE, Abstract No. 50, College
Station, Brazos County, Texas. Said tract being the same tract of land called 0.205 acres described as being a portion of a
called 3.450 acre tract as described by a Deed to Wolf Creek Partners II, Ltd., recorded in Volume 2237, Page 104, Official
Records of Brazos County, Texas;
Said tract being more particularly described by metes and bounds as follows:
BEGINNING at a point marking the common corner of Lot 17 and Lot 18, Block 4, Redmond Terrace, First Installment,
according to the plat recorded In Volume 188, Page 295, Deed Records of Brazos County, Texas, marking the Northeast
corner of said 0.205 acre tract, said Lot 17 being a portion of said 3.450 acre tract and Lot 18 being a portion of a called 2. 765
acre tract described as Parcel Two by a Deed to Wolf Creek Partners, Ltd., recorded in Volume 1151, Page 504, Official
Records of Brazos County, Texas, for reference a 1/2 inch iron rod found on the Southerly line of Redmond Drive (50'
R.O.W.) marking another common corner of said Lots 17 and 18 bears: N 15° 18' 24" W for a distance of 188.69 feet;
THENCE S 15° 18' 24" E along the common line of said 3.450 acre tract and said 2. 765 acre tract for a distance of 54.91 feet
to a paint dot found marking the Southeast corner of said 0.205 acre tract;
THENCE N 89° 38' 32" W continuing along the common line of said 3.450 acre tract and said 2.765 acre tract for a distance
of7.67 feet to a 112 inch iron rod found marking the Northeast corner of the remainder of Lot 16, Block 2, F. S. Kapchinski
Subdivision, according to the plat recorded In Volume "Y", Page 618-A, of the Mechanic's Lien Records of Brazos County,
Texas;
THENCE N 89° 32' 10" W along the common line of said 3.450 acre tract and said remainder of Lot 16 for a distance of
133.22 feet to a 5/8 inch iron rod set marking an angle point in said line;
THENCE N 89° 27' 46" W continuing along the common line of said 3.450 acre tract and said remainder of Lot 16 for a
distance of 86.59 feet to a 5/8 inch iron rod set marking the most Southerly corner of Lot 16, Block 4, Redmond Terrace, First
Installment;
THENCE N 08° 29' 06" E through said 3.450 acre tract and along the common line of said 0.205 acre tract and said Lot 16 for
a distance of 34.00 feet to a point;
THENCE N 86° 38' 06" E continuing through said 3.450 acre tract and along the common line of said 0.205 acre tract and
said Lot 16 and Lot 17, Redmond Terrace, First Installment, for a distance of 195.50 feet to a point marking an angle point in
the common line of said 0.205 acre tract and said Lot 17;
THENCE N 65° 11' 06" E along the common line of said 0.205 acre tract and said Lot 17 for distance of 14.10 feet to the
POINT OF BEGINNING, containing 0.206 of an acres of land, more or less.
..... ... ----
Jason Schubert
From:
Sent:
To:
Jason Schubert
Thursday, July 16 , 2015 8 :26 AM
'v@mitchellandmorgan .com'
Cc:
Subject:
James Batenhorst; Kerry Pillow; Joel Mitchell ; Thomas Sitton; Carol Cotter
RE : PDD Rezoning -Sitton
Veronica, you will be meeting with us so this is fine.
Thanks,
Jason
From: Veronica Morgan [mailto:v@mitchellandmorgan.com]
Sent: Wednesday, July 15, 2015 5 :55 PM
To: Jason Schubert; Carol Cotter
Cc: James Batenhorst; Kerry Pillow; Joel Mitchell; Thomas Sitton
Subject: PDD Rezoning -Sitton
Guys
We have a meeting scheduled with ya'll on Monday next week. We have our final runs on our hydraulic modeling and
some discussion about community benefits we want to address with you. I dont want to make a formal submission to
our PDD Zoning case until we get a chance to show you our drainage information (we will bring a written letter report
and graphics) and talk about community benefits .
I just want to confirm that this meeting and the information we provide to you will keep our zoning application alive so
that we dont lose those fees. We have big questions about the benefits portion and I dont want to resend in our revised
application/ comments until we get to talk through this with ya'll.
Is that procedure ok?
thanks
Veronica JB Morgan, PE
Managing Partner
Mitchell & Morgan, LLP
PLEASE MAKE NOTE OF OUR NEW ADDRESS
3204 Earl Rudder Fwy S .
College Station, TX 77845
( 0) 979-260-6963
1
Jason Schubert
From: Rachel Lazo
Sent:
To:
Cc:
Tuesday , November 24 , 2015 11 :53 AM
Benjamin Mccarty; 'Brian Gibbs'; POC
'Matthew Faulkner, AIA'
Subject: RE : porch question
Brian ,
You are correct -Section 12-7.2 .D.3 of the UDO allows covered porches that are open on 3 sides to extend up to 6
feet (including eaves) into a front or side street setback . If you have any further questions , please feel free to contact
myself or Jason Schubert , the project manager, directly .
Thank you,
Rachel Lazo
Plann ing Technician
Planning & Development Services
City of College Station
P.O. Box 9960
1101 Texas Avenue
College Station , TX 77842
Office : (979) 764-3542
Fax: (979) 764-3496
Email : rlazo@cstx.gov
Website: www.cstx .gov
From: Benjamin Mccarty
Sent: Monday, November 23, 2015 10:16 AM
To: 'Brian Gibbs' <bgibbs@pactdesignstudio.com>; POC <poc@cstx.gov>
Cc: 'Matthew Faulkner, AIA' <mfaulkner@pactdesignstudio .com>
Subject: RE : porch question
Brian ,
I copied our Planner-On-Call email, poc@cstx.gov. Our Planning Division will need to answer your question .
POC, please contact Mr. Gibbs regarding setback/zoning UDO question .
T hank you,
Benjamin McCarty
Plans Examiner (Commercial & Multi-Family Projects)
Building Division
Planning & Development Services Dept.
P: 979 .764.3754 F: 979.764.3496
City Website : www.cstx .gov
P.O . Box 9960
1101 Texas Avenue
College Station, Texas 77842
1
CtTY or CouJ ~GE ST Tto~
Hq"" "fTmu Ad-M Uni1tmifJ.
From: Brian Gibbs [mailto:bgibbs@pactdesignstudio .com]
Sent: Thursday, November 19, 2015 2:29 PM
To: Benjamin Mccarty <bmccarty@cstx.gov>
Cc: 'Matthew Faulkner, AIA' <mfaulkner@pactdesignstudio.com>
Subject: porch question
Ben ,
A while back we discussed Redmond Townhome project. There was the question of how far a porch that is open on
three sides can extend beyond the building setback line in Zone R-6 . Did you ever come across and answer to that
question?
Thanks,
Brian Gibbs, AIA, LEED AP
Founding Principal
PACT Design Studio, LLC
216 West 2 6th Street, Suite 105
Bryan , Texas 77803
979 .676.3397
2
...
' Jason Schubert
From:
Sent:
To:
Caleb Venable <calebvenable@gmail.com>
Wednesday, November 04, 2015 9:41 AM
Benjamin Mccarty
Cc: Jason Schubert
Subject: Re : Redmond Dr.
Thank you. That's what we needed .
Caleb
On Wed , Nov 4 , 2015 at 9:31 AM, Benjamin Mccarty <bmccarty@ cstx.gov> wrote :
Caleb,
The 2012 International Building Code {IBC) per Table 602, requires 10 feet fire separation distance when the exterior walls are
not fire-rated for wood construction (Type V-B, combustible).
The fire separation distance between buildings can be reduced {less than lOft -equal to 5 feet) if the exterior walls involved
are 1-hour fire-rated . The required fire-resistance rating of exterior walls with a fire separation distance of less than 10 feet
shall have an exterior wall assembly rated for exposure to fire from both side (interior & exterior). Projections (including
overhangs) shall also be 1-hour fire-rated if extending within 5 feet. Openings within these exterior walls are limited to 10% of
the exterior wall area, per story (unprotected, nonsprinklered).
FYI, Apartments/Condos {Group R-2, multi-family) must have at least three dwelling units per building to be classified as such
(multi-family).
Benjamin McCarty
Plans Examiner {Commercial & Multi-Family Projects)
Building Division
Planning & Development Services Dept.
P: 979 .764 .3754 F: 979.764.3496
City Website: www.cstx.gov
P.O. Box 9960
1101 Texas Avenue
College Station, Texas 77842
1
C1n· or C01JJ ~GE STAT IO~
"'"'" ,/TtXJ11 A<fM Utti1>miry*
From: Caleb Venable [mailto:calebvenable@gmail.com]
Sent: Tuesday , November 03 , 2015 4 :44 PM
To: Benjamin Mccarty <bmccarty@cstx.gov>; Jason Schubert <jschubert@cstx.gov>
Subject: Re : Redmond Dr .
Hi Gentlemen,
I just finished meeting with this owner. He decided to stick with a condo/apt project and NOT look to rezone in the
future for town home. I do have a question though .
What is the separation requirement between buildings , is it 5'?
Thanks
Caleb
On Wed , Oct 28 , 20 15 at 12 :15 PM , Caleb Venable <calebvenabl e @ gmail.com> wrote:
Hi Ben and Jason,
I have an owner that purchased this property on Redmond Dr. He has some ques tions I needed to get a little clarity
on. The engineer has proposed underground detention under the parking area.
• It is currently zoned R6. He wants to do a condominium project. See attached site plan. You'll have to zoom
in but the buildings are separated by 3' for most of the structure and then connected porches at the back. He
wants to know if they are connected like this wo uld this be approved as a condo project?
• The second tricky part to this is he w ants to be able to have the flexibility to rezone this in the future as a town
home project. So this wo uld be after construction. He wo uld li ke to go back and add lot lines in-between
2
Iv each unit. Would that be possible if they were designed on the site and built correctly to town home
specifications?
• Last question is , can there be windows on the side of the building, in-between each unit ? Or is there a space
requirement of those windows from the unit beside it.
If it would be easier for me to come in and visit I can. Just let me know.
Thanks ,
Caleb
City of College Station
Home of Texas A&M University ®
3
Jason Schubert
From: Jason Schubert
Sent:
To:
Tuesday, February 17 , 2015 4:19 PM
'Kerry Pillow'
Cc: Veronica Morgan ; Carol Cotter
Subject: RE: 306 Redmond Townhomes REZ-PDD -(P&DS #14-00900271) -Extension Request
Kerry,
I spoke briefly with Veronica about this earlier this afternoon . The purpose of the 90-day response period is to make sure that
projects that are submitted are actively worked on and not just submitted as a placeholder. As there have been meetings and
phone conversations since the date of the memo to work toward appropriate solutions for the project, I am fine with granting
the extension.
Thanks,
Jason
Jason Schubert, AICP
Principal Planner
Planning & Development Services
City of College Station
office: (979) 764-3697
fax: (979) 764-3496
www.cstx.gov
City of College Station
Home of Texas A&M University@
From: Kerry Pillow [mailto:kerry@mitchellandmorgan .com]
Sent: Tuesday, February 17, 2015 8:57 AM
To: Jason Schubert
Cc: Veronica Morgan; Carol Cotter
Subject: 306 Redmond Townhomes REZ-PDD -(P&DS #14-00900271) -Extension Request
Jason,
We received the attached comments regarding the above PDD rezoning case in November, and realize that the 90-day
response period is quickly approaching . We would like to request a 30-day extension to respond to these comments
without the application expiring.
We have been working on Phase 1 of this project, which consists of a single condo building with 4-units located on lots
16 and 17 (which is currently zoned R-6). The design of the detention for this site will have implications on the
community benefits that we propose as part of our rezoning case . As we are still working through a few design items ,
we ask that we please be granted an extension so that we may better respond to the comments Staff provided us.
Please let me know if this is possible, and if you need anything from us such as a formal letter. Thanks.
Kerry Pillow, MBA, CAPM
Assistant Project Manager I Business Development
1
Mitchell & Morgan, LLP
3204 Earl Rudder Fwy S
College Station, TX 77845
Tel(979)260-6963
Fax (979)260-3564
www.mitchellandmorgan.com
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NTIALITY
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2
DATE:
TO :
FROM:
SUBJECT:
MEMORANDUM
November 24, 2014
James Batenhorst , PE , Mitchell & Morgan , LLP, via ;
james@mitchellandmorgan .com
Jason Schubert, AICP , Principal Planner
306 REDMOND TOWNHOMES (REZ-PDD)
Staff reviewed the above-mentioned POD rezoning as requested. The following page is a list of
staff review comments detailing items that need to be addressed. Please address the comments
and submit the following information for further staff review and to be scheduled for a future
Planning & Zoning Commission meeting :
City of College Station Transmittal Letter;
Memo providing written responses to all of staff's comments
One (1) 24 "x36 " copy of the revised Rezoning Map ;
One (1) 24 "x36 " copy of the revised Concept Plan ;
One (1) copy of a flood study for the proposed project; and
One (1) copy of the digital file of the revised rezoning Metes & Bounds on
diskette or e-mail to pdsdigitalsubmittal@cstx.gov .
Please note that this application will expire in 90 days from the date of this memo , if the
applicant has not provided written response comments and revised documents to the
Administrator that seek to address the staff review comments contained herein . If all required
items are not received , your project will be not be scheduled on the P&Z agenda. Your project
may be placed on a future agenda once all comments have been addressed and the
appropriate re-advertising fees paid.
Once your item has been scheduled for the P&Z meeting, the agenda and staff report can be
accessed at the following web site on Monday the week of the P&Z meeting .
http://www.cstx .gov/pz
If you have any questions or need additional information , please call me at 979 .764 .3570.
Attachments : Staff Review Comments
PC : Garry Huff, Meridian H & H, LLC, via ; huffdrg@aol.com
Thomas Sitton , GT Sitton , LLC , via ; thomassitton@gmail.com
P&DS Project No . 14-00900271
Planning & .Development Services
P.O. BOX 9960 • l l 0 l TEXAS AVENUE • COLLEGE STATTO N ·TEXAS • 77842
TEL. 979.764.3570 ·FAX. 979.764.3496
cst><.gov/devservices
STAFF REVIEW COMMENTS NO. 1
Project: 306 REDMOND TOWNHOMES (REZ-PDD) -(14-00900271)
PLANNING
1. As discussed in a phone conversation with Thomas Sitton on November 11 1h, due to the
timing of the project , it is his desire to potentially develop some of the property as attached
units . If so , please revise the application and Concept Plan to accommodate the different
uses and zoning requirements , as the current request only permits detached townhomes
utilizing T Townhouse zoning as the base zoning district. Revisions to the request will need
to be evaluated when they are submitted for review .
2. As this area is designated Natural Areas Reserved on the Comprehensive Plan Future Land
Use and Character Map but is currently zoned for development, provide a flood study
showing the impact of the development and proposed drainage-related mitigation . The flood
study is needed to have the request evaluated and forwarded for consideration as it is
otherwise not in compliance with the Comprehensive Plan. As mentioned previously , one
component necessary to have staff support of the request is to have a reduction of flooding
risk in the area .
3. The metes and bounds boundary of the Re-Zoning Map does not close . Please revise .
Reviewed by : Jason Schubert Date : November 24 , 2014
ENGINEERING COMMENTS NO. 1
1. Submit flood study showing compliance with No Adverse Impact (NAI), proposed mitigation
and community benefit.
2 . More clearly define the limits of floodplain on the property . As depicted , there could be
some confusion that floodplain is on other side of the denoted line and does not impact lot at
all.
3. Add note to Concept Plan regarding floodway and restrictions from placement of fill ,
vehicles, yard accessories or anything that could restrict flow of water directly or by become
floatable during rain events .
4 . Show location of existing opposite driveways so the proposeddriveway location can be
evaluated.
Reviewed by : Carol Cotter Date : November 21 , 2014
ELECTRICAL COMMENTS REQUIRING IMMEDIATE ATTENTION
1. SITE PLAN/PLAT: Developer will provide CSU with a digital , AutoCAD dwg format , version
of plat and I or site plan as soon as it is available. Email to : gmartinez@cstx .gov ,
sweido@cstx .gov , or wdavis@cstx .gov
2 . LOAD DATA: The developer will provide load data to CSU as soon as it is available. This
information is critical for CSU to accurately determine the size and number of transformers ,
and other equipment, required to provide service to the project. Failure to provide load data
w ill result in construction delays and, due to clearance requirements , could affect the final
building footprint. Delivery time for transformers and other equipment not in stock is
approximate 26 weeks .
NOTE: Any changes made to the plans that have not been requested by the City of College Station must be
explained in your next transmittal letter. 2 of 3
3. EASEMENTS: Developer provides temporary blanket easement for construction purposes
and upon completion of project must prov ide descriptive easements for electric infrastructure
as designed by CSU .
4 . EASEMENTS: Developer provides descriptive easements for electric infrastructure as
designed by CSU , and/or as shown on plat or site plan .
5. If easements are existing, the developer will be responsible for locating easements on site to
insure that electrical infrastructure is installed within easement boundaries .
6 . The following easements will be required :
);;>-20 ' easement along the south right of way line of Redmond Drive .
);;>-20 ' easement along perimeter of development.
GENERAL ELECTRICAL COMMENTS
1. Developer installs conduit per CSU specs and design.
2. CSU will provide drawings for electrical installation .
3. Developer provides 30 ' of rigid or IMC conduit for each riser conduit. CSU installs riser.
4. Developer will intercept existing conduit at designated transformers or other existing devices
and extend as required.
5. If conduit does not exist at designated transformer or other existing devices , developer will
furnish and install conduit as shown on CSU electrical layout.
6 . Developer pours electric device pads or footings, i.e . transformers , pull boxes , or other
device , per CSU specs and design .
7. Developer installs pull boxes and secondary pedestals per CSU specs and design , Pull
boxes and secondary pedestals provided by CSU .
8. Final site plan must show all proposed electrical facilities necessary to provide electrical
service, i.e. transformers , pull boxes, or switchgears , all meter locations , and conduit routing
as designed by CSU.
9 . To discuss any of the above electrical comments please contact Gilbert Martinez at
979 .764 .6255 , Sam Weido at 979 .764.6314 , or Weldon Davis at 979.764 .5027.
Reviewed by : Weldon Davis Date: November 5, 2014
SANITATION
1. Sanitation is ok with this project.
Reviewed by : Wally Urrutia Date: November 10 , 2014
NOTE: Any changes made to the plans that have not been requested by the City of College Station must be
explained in your next transmittal letter. 3 of 3
~"'11111111""'"""" ... ----------~CrTY OF C ollEGE STATION Ho me of Texas A&M Univers ity "
-==-..........,iiillllfllll'lllll~
DATE:
TO :
FROM :
SUBJECT:
MEMORANDUM
November 6, 2014
James Batenhorst, PE , Mitchell & Morgan , LLP , via ;
james@mitchellandmorgan.com
Jason Schubert, ACIP , Principal Planner
306 REDMOND TOWNHOMES (REZ-PDD)
/
Thank you for the submittal of your POD Rezoning application. Carol Cotter, Assistant City
Engineer, and I have been assigned to review this project. It is anticipated that the review will be
completed and any staff comments returned to you on or before Thursday , November 20 , 2014 .
Please note that , as discussed , we are awaiting the submission of a flood study . If you have
questions in the meantime , please feel free to contact us .
PC : Garry Huff, Meridian H & H, LLC , via ; huffdrg@aol.com J ..J
Thomas Sitton , GT Sitton , LLC , via ; thomassitton@gmail.com
P&DS Project No . 14-00900271
Plmmi11g & Development Services
P.O. BOX 9960 • l 10 1 TEXAS AVENUE · COLLEGE STAT ION · TEXAS · 77842
TEL. 979.764.35 7 0 ·FAX. 979.764.3496
csbt .gov/devservices
I
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RS
GS
R-1B
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Rural
Estate
Restricted Suburban
General Suburban
Single Family Residential
Duplex
Townhouse
R-4
R-6
MHP
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SC
GC
Cl
BP
vr DEVELOPMENT REVIEW
GC
Multi-Famliy
High Density Multi-Family
Manufactured Home Park
Office
Suburban Commercial
General Commerc ial
Commercial-Industria l
Business Park
POD
BPI
NAP
C-3
M-1
M-2
C-U
R&D
P-MUD
GC
Business Park Industrial
Natural Areas Protected
Light Commercial
Light Industrial
Heavy Industrial
College and University
Research and Development
Planned Mixed-Use Development
RDD
ER~B~-~ID -n1 "',...'/ A
- -200FT Notification
POD
WPC
NG-1
NG-2
NG-3
ov
ROD
KO
Planned Development District
Wolf Pen Creek Dev. Corri dor
Core Northgate
Transitional Northgate
Residential Northgate
Corridor Overlay
Redevelopment District
Krenek Tap Overlay
1 1
306 REDMOND TOWNHOMES I lease:
: : 14-271
REZONING
I
Scale: 1 Inch = 125 Fe
Area : 3 .504 Acres (152 ,642.60 Square Feet)
14 -271
ZONING
306 REDMOND TOWNHOMES
ACRES 3.55
Area: 3 .504 Acres (152,642.60 Square Feet)
Perimeter: 1678.919 Feet
Gap= 12.603 (S outh 68 ° 42' 30" East)
DOES NOT CLOSE
11-10-2014
BR
N89 °27'46"W N89°32'10"W 133 .22'
86.59 '
1. N89 °38'32"W 7.67' 5. N72°06'32"W 306.46' 9. N89 °56'28"E 69.44' 13. Sl5°18'24"E 188.69'
2. N89°32'10"W 133.22' 6. N29°50'20"W 81.46' 10 . S80 °02'12"E Cb 69.61' Rad200 .00'4RS15 °18'24"E 54.91'
3. N89 °27'46"W 86.59 ' 7. NI 1°34'35"W Ch69 .97' Radl00 .00'1RS70 °00'52"E 288.43'
4 . N88°18'5l"W 62 .07' 8. N08 °54'44"E 125 .3 1' 12 . S85 °16 '56"E Chl31.65 ' Rad250.00' L
GAP error cannot be greater than 0.10 (See SOP for Exceptions)
vr DEVELOPMENT REVIEW
306 REDMOND TOWNHOMES Case:
14-271
REZONING
Staff Initials! gb
PRE-APPLICATION CONFERENCE
PAC Date :! 10/22/14 J Time:l3:001 Drawings/Plans due by Date:J 10/13/14 I Time:llO:OOl
(Drawings are due by Monday at 1 Oam~nday is a holiday then they are due by the pervious F~m)
Main Contact:j James Batenhorst
Phone Number:~j ___ 9_7_9_-2_6_0_-6_9_6_3 __ ~ E-mail Address : ~I _____ j_a _m_e_s@_m_it_ch_e_l_la_nd_m_o_rg_a_n_.c_o_m ____ ~
Others:! Thomas Sitton E-mail Address :~' ____ t _ho_m_as_s_itt_o_n_@_g_m_a_il_.c_o_m ___ ___,
Project address, location or legal description : ~I _3_o_6_R_ed_m_o_nd_D_r ____________________ ____,
Numberclacresindeve~pment ~' _3_5_S_A_c_re_s ___________________________ ~
Type of development (retail, apts, single-family, restaurant, etc.): ~I _M_u_l_ti-_F_a_m_il_Y _______________ ___,
Building Total Square Footage:
City Staff Present :
PLANNING
.gl Rachel Lazo, Planning Tech
~Jason Schubert, Principal Planner
D Jennifer Prochazka, Principal Planner
D Jessica Bullock, Staff Planner
Ja' Jerry Cuaron, Staff Planner
0 Mark Bombek, Staff Planner
ENGINEERING
D Alan Gibbs, City Engineer
KJ.. Carol Cotter, Sr . Asst . City Engineer
I Danielle Sin gh . Transportation Plan . Coord.
Erika Bridg es, Graduate Civil Engineer
Kevin Ferrer, Graduate Civil Engineer
CSU ELECTRICAL
D Gilbert Martinez, Elect. Proj . Coord. Supv.
D Sam Weido, Elect. Proj. Coord.
D Eric Horton, Elect. Proj. Coord.
BUILDING D Chris Haver, Bu i ld i ng Official
GREENWAYS, BICYCLE, PEDESTRIAN
D Venessa Garza, Greenways Program Mgr.
DEVELOPMENT COORDINATION
D Bridgette George, Development Coord .
D Brittany Caldwell, Admin. Support Specialist
ADMINISTRATION
D Lance Simms, Director
D Molly Hitchcock, Asst . Director
FIRE
D Eric Dotson, Deputy Fire Marshal
~ Steve Smith, Deputy Fire Marshal
D Raymond Olson, Deputy Fire Marshal
CSU WATER SERVICES
D Stephen Maldonado, Asst . City Engineer
othe,,;nAttend•"'·I ~ Bl\t\f,~rffiJ¥W ,JOO ~[Q
I
Contact (applicant) on following issue s:
/
COMPREHENSIVE PLAN:
Future Land Use and Character Designa tion :
Growth Area ?
0 Yes 0 No
0 Yes O No
::::::~on;ng · I ~ lP ¢ ~S
ProposedZoning :I ~~~~~\ ~~~~~~~~~~~~~~~~~
Overlay?
0 Yes 1};J. No
Amendment Required ?
jj Yes 0 No
PLATTING:
Required?
'J&_Yes O No
Parkland Dedication Fees Required: 0 Yes 0 No $
Impact Fees Required ?
Sidewalks Requi red:
0 Yes ~No
Easements Required :
0 Yes O No
T-Fare Plan/Street
Requirements:
0 Yes O No $
Site Plan
NRA :
Access10,;,eways1S~..e W'f'JlW(e VN'i~ I
Jmo.xIYY\lAM & to''~~ M ;ng ~VUj ~ -~1n 1
Landscaping :
St reetscaping :
Dumpster:
Li ghting :
Specific Use of Standards :
TIA :
Bike. Pedestrian . &
Greenway B.gguirements:
INFRASTRUCTURE:
Water:
Sanitary Sewer:
Fire Flow Report:
Electrical :
Impact Fees :
Miscellaneous:
Sprinkler:
Fire Lanes :
Fire Hydrant:
I
Staff lnltlalsl rk
PRE-APPLICATION CONFERENCE
PAC Date: 4/16/14 Tim e:l2':001 Draw ings/Plans due by Dat e: 4/7 /14 Tlm e:\10:0ol
(Drawings are due y Mo n ay at 1 Oam;~nd a y is a holiday then they are ue y t e pervious F ~m)
Main Contact:j James Batenhorst
Phone Num be r:._! __ 9_7_9_-2_6_0-_69_6_3 __ _, E-mail Address : j._ _____ J_a_m_es_@_m_l_tc_h_e_lla_n_d_m_o_rg_a_n_.co_m ____ _,
Oth er s: E-mail Addr ess
Project address, location or legal description : .... 1 _3_o6_r_e_d_m_o_nd ____________________ _
Numberofacreslndevelopment[~2 _.1_1 _&_2_.4_1 ________________________ ~
Type of development (retail, apts, single -fami ly, restaurant, etc .): l.__a_pt_s _________________ __,
Building Total Square Footage :
City Staff Present:
~i ferPaz
D Morgan Hester
D Teresa Rogers
D Jason Schubert
D ymif er Prochazka
(2f Kelli Schlic her
D Molly Hitchcock
D Lance Sim ms
D Venessa Garza
D Bridgette George
D Chris Haver
D Alan Glbs
D Carol Cotter
D ~nielle Singh
C(Erika Bridges
D Gilbert Martinez
0SamWeido
n/a
D Eric Horton
D Jerry Duffy
D Steve Smith
D ~ondOlson
[0"Eric Dotson
21 1 CD_'.j ~ Lscr-'i~'J -~ 11-'"'~
31 1 ~Cht-'< ~ I~
4)
5)
COMPREHENSIVE PLAN:
Growth Area ?
D Yes D No
Existing Land Use : ~~~~~£~'~~·~~~~~~~~~~~~~~~~~~~~~~~~~
Proposed Land Use: '~~~~~' ~~~~~~~~~~~~~~~~~~~~~~~~
Amendment Required? I \ \.,-\o\clsi\\l\O~ \,\'1-t\~ ~\'jl\. \ V [lON/ ·{t ~/\Q
D Yes D No . \) J 'VI
ZONING:
Proposed Zoning :
Overlay?
D Yes D No
Amendment Required ?
~Yes D No
PLATTING:
Required?
-~es D No
Parkland Dedication Fees Required :
Impact Fees Required?
Sidewal ks Required :
D Yes D No
Easements Required ;
D Yes D No
T-Fare Plan/Street
Requirements :
~J_k~.._ Ped est ria n. §l
Greenway Requirements:
INFRASTRUCTURE;
Water :
Sanitary Sewer :
'""""""-1.<'1 ~ VU[
~=============~~~~~_:__~~~~~u~
Fire Flow Report:
Electrical :
Impact Fees :
Miscellaneous :
Fire Lanes :
Fire Hydrant :
,___. ___________________ .. _ ......... _____________ __.)
Mi,<ell'"'o""~(, ~ 0~ d),"
---
~ '-fWfl t S,elbttc~ fX,e) /2f tJfy2iu1Y[}Yf
SF -~~W pnoJcc4uQJ cz: 1 )
Site Piao '.. ~-3Q 1,~ ~tl::-----'--~-r-\R__,_____ ----·-~
NRA I N\A
Accrn/D'i"W'Y"I 115 I c( VI v ( !Mtvj <; ~CA. ~
Parking:
Land scap lng :
Stre etscaping :
Oum pster:
Ligh ting:
Spe clflc Use of Standard s:
Pos
Wai
slble Variance/
ver Requests :
0th er : c,-i·:t ~v~-A~ ~ 10~ \I/\ 1t1 ~ ~ A ~llr;1-~~:,,-l $' V\&f D~ t ~~ ~n .
v \}
Sign s:
TIA :
'
Staff lnitialsj 6fB
PRE-APPLICATION CONFERENCE
PAC Date: 10/22/14 Ti me:l"3:001 Drawings/Plans due by Date:~ 10/13/14 I Time:l10;Q01
(Drawings are due y Mon ay at 1 Oam ;~nday is a holiday then they areue by the pervious F~m)
Main Contact:J James Batenhorse
Phone Number:._l ___ 9_7_9-_2_6_0-_6_96_3 __ ~ E-mail Address : '~-----ja_m_e_s_@_m_i_tc_h_e_lla_n_d_m_o_r_g_an_._co_m ____ ~
Others:.--J _T_h_o _m_a_s -Si_tt_o_n------------, E-mail Address :._l ____ t_ho_m_as_s_itt_o_n_@_g_m_a_il _.c_o_m ___ __,
Project address, location or legal description : ._I _3_o_6_R_ed_m_on_d_D_r ____________________ ___,
NumbBofacres i ndevelopment:._I _3_.s_s_A_c_re_s __________________________ ~
Type of development (retail, apts, single-family, restaurant, etc.): ~I _m_u_lt_if_a_m_il_Y ________________ ~
Building Total Square Footage:
City Staff Present:
PLANNING
D Rachel Lazo, Planning Tech
D Jason Schubert, Principal Planner
D Jennifer Prochazka, Principal Planner
D Jessica Bullock, Staff Planner
D Jerry Cuaron, Staff Planner
D Mark Bombek, Staff Planner
ENGINEERING
D Alan Gibbs, City Engineer
D Carol Cotter, Sr . Asst. City Engineer
D Danielle Si ngh. Transportation Plan . Coord.
D Erika Bridges, Graduate Civil Engineer
D Kevin Ferrer, Graduate Civil Engineer
CSU ELECTRICAL
D Gilbert Martinez, Elect. Proj . Coord. Supv.
D Sam Weido, Elect . Proj . Coord .
D Eric Horton, Elect. Proj . Coord.
Others in Attendance :
Contact:
BUILDING D Chris Haver, Building Official
GREENWAYS, BICYCLE, PEDESTRIAN
D Venessa Garza, Greenways Program Mgr.
DEVELOPMENT COORDINATION
D Bridgette George, Development Coord .
D Brittany Caldwell, Admin . Support Specialist
ADMINISTRATION
D Lance Simms, Director
D Molly Hitchcock, Asst. Director
FIRE
D Eric Dotson, Deputy Fire Marshal
D Steve Smith, Deputy Fire Marshal
D Raymond Olson, Deputy Fire Marshal
CSU WATER SERVICES
D Stephen Maldonado, Asst. City Engineer
(applicant) on following issues :
COMPREHENSIVE PLAN:
Future Land Use and Character Designation :
Growth Area ?
OYes po
Existing Land Use :
Proposed Land Use:
Amendment Required ?
O "Yes D No
ZONING:
Existing Zoning :
Proposed Zoning:
Overlay?
D Yes ~No
Amendment Required?
\(i)=s D No
PLATTING:
Required?
~Yes D No
Parkland Dedication Fees Required:
Impact Fees Required?
Sidewalks Required:
~es 0No
Easements Required:
D Yes D No
T-Fare Plan/Street
Requirements:
D Yes
I
/\}O ~~~ ke_ps -O.es.~v€J.
I
i I
W-~.-14 I
,,(_p * Get\erc;,l 5.)oJr~f\
I
~
I
Yes D No $ I f«1~' {(Q Y& I
No s I
\h)w~ ~~er \,·'re,
I
Site Plan
Bu ilding:
NRA:
Access/Driveways :
Par ki ng:
Landscaping :
Streetscaping :
Dumpster:
Lighting:
Specific Use of Standards:
Possible Variance/
Wa iver Requests :
Signs :
Misc.:
TIA :
Bike . Pedestrian . &
Greenway Re q u i rements :
INFRASTRUCTURE:
wat e r:I._____ __ e'((_l o\\----=-r'1 _____ _
San itary Sewe r: P X}~S c\\ "'9 ,,
Drainage/Dente ntion: ()1{e ~ v ~. ~ u ~c-e!
Fire Flow Repo rt:
Electrical :
Impact Fees :L_I ______ (\ ___ {CA, __________________ ___,
Mi scellaneous :
Sp ri nkler:
Fire Lanes :
Fire Hydrant:
M iscellaneous :
I Print Form
FOR OFFIC E USE ONLY \
CASE NO.: 14 -21
CITY OF Coll.EGE STATION
Hom e of Texas A &M Un ivmity 0
DATE SUBMITTED: I\ I 04/ 14-
TIME : 4 : 35
STAFF:
ZONING MAP AMENDMENT (REZONING) APPLICATION
PLANNED DISTRICTS
(Check one) [8] ($1 , 165) Planned Development District (PDD)
O ($1 , 165 ) Planned Mix ed-Used Development (P-MUD)
0 ($315) Mod ifi cation to Existing PDD or P-MUD Amendment -Planning & Zoning Commission and
City Council Review
Please use Concept Plan Minor Amendment Application for minor amendments as per Section 3.4.J of the UDO.
MINIMUM SUBMITTAL REQUIREMENTS:
[8] $315 - 1, 165 Rezoning Application Fee .
[8J Applicat ion completed in full. This application form provided by the City of College Station must be used and
may not be adjusted or altered . Please attach pages if additional information is provided .
[8] Traffic Impact Analysis or calculations of projected vehicle tr ips showing that a TIA is not necessary for the
proposed request.
[8] One (1) copy of a fully dimensioned Rezoning Map on 24"x36 " paper showing :
a. Land affected ;
b. Legal description of area of proposed change ;
c. Present zoning ;
d. Zoning classification of all abutting land ; and
e. Al l public and private rights-of-way and easements bounding and intersecting subject land .
[8] Written legal description of subject property (metes & bounds or lot & block of subdivision , whichever is
applicable).
[8] A CAD (dxf/dwg) -model space State Plane NAD 83 or GIS (shp) digital file (e-mailed to
PDSDigitalSubmittal@cstx .gov ).
[8] Six (6) copies of the Concept Plan on 24"x36" paper in accordance with Section 3.4 .D of the UDO.
[8] One (1) copy of the Concept Plan on 8.5"x11" paper in accordance with Section 3.4 .D of the UDO .
[8] The attached Concept Plan checklist with all items checked off or a brief explanation as to why they are not
checked off.
NOTE: If a petition for rezoning is denied by the City Council , another application for rezoning shall not be filed
within a per io d of 180 days from the date of denial , except with permission of the Planning & Zoning Commiss ion .
Date of Optional Preapplicat ion Conference _O_c_to_b_e_r_2_2~20_1_4 ___________________ _
NAME OF PROJECT 306 Redmond Townhomes
ADDRESS 306 Redmond Drive
LEGAL DESCRIPTION (Lot , Block , Subdivision) Please see attached metes and Bounds
GENERAL LOCATION OF PROPERTY IF NOT PLATIED :
pprox imate/y 400 FT southwest of the Redmond Drive and Texas Avenue intersection .
TOTAL ACREAGE 3 .55 acres
Revised 4/14 Page 1 of 7
APPLICANT/PROJECT MANAGER'S INFORMATION (Primary contact for the project):
Name Mitchell & Morgan, LLP C/O James Batenhorst, PEE-mail james@mitchellandmorgan .com
Street Address 3204 Earl Rudder Freeway South
City College Station State Texas Zip Code 77845
Phone Number 979-260-6963 Fax Number 979-260-3564
PROPERTY OWNER'S INFORMATION :
Name Meridian H&H, LLC C/O Garry Huff E-mail huffdrg@aol.com
Street Address 146 Point Clear Cove
City Eads State Tennessee Zip Code 38028
Phone Number 901-86 1-1461 Fax Number 901-861-1461
OTHER CONTACTS (Please specify type of contact , i.e . project manager, potential buyer, local contact , etc.):
Name GT Sitton, LLC CIO Thomas Sitton
Street Address 8515 Haven way
City Tomball
E-ma il thomassitton@gmail.com
State Texas Zip Code 77375
-----~~--~~~~~-
Phone Numbe r 409.363.6300 Fax Number
~---------------
This property was conveyed to owner by deed dated ___ a_v_1_012_0_1 _1 __ and recorded in Volume 10295 , Page 243
of the Brazos County Official Records .
Existing Zoning R-6 & R-1 Proposed Zoning POD ----------------------------~
Present Use of Property Vacant ---------------------------------
Proposed Use of Property Detached Townhomes
~------------------------------~
Proposed Use(s ) of Property for POD , if appl icable :
IDetached Townhomes
P-MUD uses are prescribed in Section 6 .2 .C . Use Table of the Unified Development Ordinance.
If P-MUD :
Approx imate percentage of residential land uses: Not applicable -----------------------
Approximate percentage of non-residentia l land uses: Not applicable
--------------------~
REZONING SUPPORTING INFORMATION
1. List the changed or changing conditions in the area or in the City which make this zone change necessary .
Several years ago there was a development on this property that FEMA defined as a repetitive loss property. The
roject was cleared from the site because of the significant flood damage that had occurred. Since that time there
have been drainage improvements upstream that have reduced the flooding in this area . The property is
developable so long as the development is sensitive to the drainage issues and the finished floor elevations used in
the project. We are proposing to build a unique product that is significantly less dense than an R-6 development
which will help alleviate drainage problems in the area and allow for a higher finished floor for the project.
Rev ised 4/14 Page 2 of 7
2. Indicate whether or not this zone change is in accordance with the Comprehensive Plan . If it is not, explain why the
Plan is incorrect.
This zone change is not in accordance with the Comprehensive Plan . This property is currently shown as Natural
Areas Preserved (NAP) on the Land Use Plan . The current zoning on the property is R-6 so by right this property
could be developed as R-6 -High Density Multi-family today. Rather than construct the typical R-6 project, we are
proposing to build a unique product that is significantly less dense and that will provide an urban curb appeal to the
area .
3. How will th is zone change be compatible with the present zoning and conforming uses of nearby property and with
the character of the neighborhood?
The surrounding properties are currently developed as multi-family and single-family developments. This zoning
change will allow for a unique residential product that will be compatible with all of the surrounding properties .
4. Explain the suitability of the property for uses permitted by the rezoning district requested .
The townhouse use is suitable for this property. Townhomes are permitted in the current zoning of R-6, however
we are requesting the ability to build detached townhomes which will be a unique product to the City of College
Station . The property and its proximity to TAMU and the surrounding street infrastructure is ideal for a Townhouse
project.
5. Explain the suitability of the property for uses permitted by the current zoning district.
The current zoning district is R-6 -High Density Multi-family. The property may be suitable for this zoning district,
however, Wolf Pen Creek that runs behind this property severely limits the developable area of the property for a
high -density development. This limitation has hindered the redevelopment of this property using the existing zoning
of R-6. We are asking for a POD zoning so that we can build detached townhomes with a decreased density.
6. Explain the marketab ility of the property for uses perm itted by the current zon ing district.
Townhouses (individually sold lots and structures) are highly desirable in the College Station market place .
7. List any other reasons to support this zone change .
Having townhouses that face Redmond Drive (design similar to Broadstone Ranch and River Oaks on Holleman
;ust detached) will help beautify this roadway.
Rev ised 4/14 Page 3 of 7
8. State the purpose and intent of the proposed development.
The purpose of the development is to provide student housing close to the Texas A&M University Campus.
CONCEPT PLAN SUPPORTING INFORMATION
1. What is the range of future building heights?
The building height will not exceed the current standards provided in the T-Townhome Zoning District.
2. Provide a general statement regarding the proposed drainage .
The project will assure "No Adverse Impact" along this drainage way. In addition, the project will evaluate the need
for detention on the project. All drainage runoff will discharge from the site to the Wolf Pen Creek along the rear of
the property line .
3. List the general bulk or dimensional variations sought.
Please see the attached Bulk Variance Letter.
4 . If variations are sought , please provide a list of community benefits and/or innovative design concepts to justify the
request.
Please see the attached Bulk Variance Letter.
Rev ised 4/14 Page 4 of 7
5. Explain how the concept plan proposal will constitute and environment of sustained stability and will be in harmony
with the character of the surrounding area .
The project is not disturbing the floodway and minimizing impacts to the floodplain on the property, while assuring
protection of the buildings from flooding . This along with the fact that we are creating student housing in an area
surrounded by student housing and planned for student housing makes it ideal .
6. Explain how the proposal is in conformity with the policies, goals , and objectives of the Comprehensive Plan.
The Comprehensive Plan has a stated goal that student housing is desired close to campus to alleviate problems
with student traffic on thoroughfares further away from campus .
7. Explain how the concept plan proposal is compatible with existing or permitted uses on abutting sites and wi ll not
adversely affect adjacent development.
The Concept Plan is for a student housing development s imilar in use to the developments which surround this
property.
8. State how dwe lling units shall have access to a public street if they do not front on a public street.
The dwelling units will front on a public street and have a common parking area to the rear of the development.
Driveways will be limited to two onto Redmond Drive, one existing that will be shared and a new driveway.
9. State how the development has provided adequate public improvements, including , but not limited to: parks , schools ,
and other public facilities .
The project will include improvements to the existing creek channel overbanks and will contribute to the parks
system by contributing, per City ordinance (fees/land) to parkland for this park zone .
Revised 4/14 Page 5 of 7
1 o. Explain how the concept plan proposal will not be detrimental to the public health , safety , or welfare , or be materially
injurious to properties or improvements in the vicinity .
As we will be providing a significantly decreased density than that which could be built with the existing R-6 zoning,
the project will not be detrimental to the public health, safety, or welfare, or be materially injurious to properties or
improvements in the vicinity.
11 . Explain how the concept plan proposal will not adversely affect the safety and conven ience of vehicular , bicycle , or
pedestrian circulat ion in the vicinity , includ ing traffic reasonably expected to be generated by the proposed use and
other uses reasonable anticipated in the area considering existing zoning and land uses in the area.
As we will be providing a significantly decreased density than that which could be built with the existing R-6 zoning,
we will not be adversely affecting the safety and convenience of vehicular, bicycle, or pedestrian circulation in the
vicinity.
Please note that a "complete site plan" must be submitted to Plann ing & Development Services fo r a formal rev iew after
the "concept plan " has been approved by the City Council prior to the issuance of a building permit -except for single-
family development.
The applican t has prepared this application and certifies that the facts stated herein and exhibits attached hereto are true,
correct, and complete. IF THIS APPL/CATION IS FILED BY ANYONE OTHER THAN THE OWNER OF THE
PROPERTY, this application must be accompanied by a power of attorney statement from the owner. If there is more
than one owner, all owners must sign the application or the power of attorney. If the owner is a company, the application
must be accompanied by proof of authority for the company's representative to sign the application on its behalf.
Date/ ( I
Revised 4/14 Pag e 6 of 7
Revised 4/14
CONCEPTUAL PDD/P-MUD SITE PLAN MINIMUM REQUIREMENTS
(ALL CITY ORDINANCES MUST BE MET)
INCLUDING BUT NOT LIMITED TO THE FOLLOWING:
[8] A key map (not necessarily to scale).
[8] Title block to include :
[8] Name , address , location , and lega l description.
[8] Name , address , and telephone number of applicant
[8] Name , address , and telephone number of developer/owner (if differs from applicant)
~ Name , address , and telephone number of architect/engineer (if differs from applicant)
[8] Date of submittal
[8] Total site area
[8] North arrow.
[8] 100 -year floodplain and floodway (if applicable) on or adjacent to the proposed project site , note if
there is none on the site .
[8] Show the approximate location of the following :
[8] Parking areas
[8] Building sites and an indication of their use
~ Artificially lit areas
$ Open spaces/conservation areas
~ Greenways
[8] Streets and access
tth\ Parks
~ Schools
~ Trails
[8] Buffer areas (or a statement indicating buffering proposed)
t~ Other special features
[8] Approximate accessways , pedestrian and bikeways .
[8] Common and open space areas .
Print Form Page 7 of 7
Carol Cotter
From:
Sent:
To:
Cc:
Subject:
Hi Veronica,
Carol Cotter
Thursday, November 06, 2014 9:47 AM
v@mitchellandmorgan .com
Jason Schubert
Redmond Property Rezoning
In talking with Jason about schedules, looks like the first meeting this project could possibly make is in January as there
is only one P&Z meeting in December, and the review/advertising deadlines cannot be met in time. Will get back with
you on drop dead date for flood study info. But it will all need to be with a disclaimer that there is no guarantee that
project will make a certain meeting date. With the holidays coming up, the reduced number of meetings, and the more
involved review of this project, it just might not be doable.
Also, wanting to make sure that the flood study includes certification of each NAI requirements with something
demonstrating each.
Thanks,
Carol L. Cotter, P.E.
Sr. Assistant City Engineer
Planning & Development Services
PO Box 9960
1101 Texas Avenue S
College Station, Texas 77842
Office: (979) 764-3570
Fax: (979) 764-3496
Email : ccotter@cstx.gov
City of College Station
Home of Texas A&M University ®
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Redmond Condos Rezoning -College Station
Community Benefit
INTRODUCTION
The purpose of this letter is to present an analysis for the community benefits achieved in
support for a rezoning of the property from GS -General Suburban to POD -Planned
Development in preparation for 15 condominiums and associated parking to be constructed on
the property. The Redmond Condos project is located in College Station generally at 306
Redmond Drive . This project will contain 15, 4-bedroom attached units on a 2 .99 acre site.
GENERAL LOCATION & DESCRIPTION
The Redmond Condos property is located west of the intersection of Redmond Drive and Texas
Avenue. The property is bounded by Redmond Drive to the north, an existing apartment building
owned by Meridian H&H, LLC, located on Lot 18 Block 4 of the Redmond Terrace First
lntallment to the east, and Wolf Pen Creek to the south. The tract to the west of is Redmond
Terrace First Installment Lots 11-14, Block 4 and then west of that is Lot 10, Block 4 Redmond
Terrace First Installment which is a single family residential home. The project will include
dwelling units, sidewalks, parking lot, onsite storm sewer and a detention pond . An overall site
layout for this property can be seen in Exhibit 2.
This property is located within the floodplain Zone AE as shown on the Federal Emergency
Management Agency (FEMA) Flood Insurance Rate Map (FIRM) panel 48041C0305F, with an
effective date of April 2, 2014 (Exhibit 1). This property is located between cross sections M&N
as seen on the FEMA map panel. According the FEMA Flood Insurance Study (FIS) the 100-
year water surface elevation associated with these cross sections are 287.5 and 289 .1,
respectively.
Figure 1-Existing Property Conditions View looking from the Northeast Property Corner toward
the Wolf Pen Creek in the background
The site is currently vacant and consists of mainly grassland as shown on Figure 1 .
Redmond Condos -College Station
Rezoning -Community Benefit Letter
At the rear of the property there are several overhead ut ility poles that run along the creek bank
as seen below.
Figure 2-Existing Property Conditions View looking
toward the creek at the overhead utilities
PRIMARY DRAINAGE BASIN & SITE FLOODPLAIN DESCRIPTION
The proposed project site is located within the Wolf Pen Creek Watershed . As demonstrated in
Exhibit 1, the property does lie within the detailed study per the FEMA FIRM panel 0305F , with
a revised date of April 2, 2014.
Runoff from the development flows in a southeastern direction to Wolf Pen Creek which is
located along the southern property line . From the FEMA FIS , the 100-year flood elevations
have been determined for this section of creek . The FEMA FIS was based upon a detailed
hydraulic study that was performed on the creek several years ago. Additional cross sections
were included in that model t hat were not adopted or included in the FIS. Three cross sections
were used from this hydraulic study and can be seen on Exh ibit 3. The comparison of these
three cross sections vs cross sections M&N from the FEMA FIS can be seen in Table 1 below .
Cross-section 190.8 is located just west of the site, cross-section 188.0 crosses through the
middle of the site, and cross-section 185 .5 is located just east of the site .
Table 1-100-Year Base Flood Plain Water Surface Elevations
for Wolf Pen Creek near Proposed Redmond Condos
Cross-Base Flood
Section Elevation (ft)
XS-190.8 289.10
XS-188.0 288.51
XS-185.5 287.56
Redmond Condos -College Station
Rezoning -Community Benefit Letter
FEMA FIS FEMA FIS
Cross Section # Base Flood
Elevation (ft)
N 289.1
M 287.5
2
Using these known base flood elevations , the 100-year floodplain was transferred to the
surveyed topography to construct a more accurate floodplain for the property . This topo rectified
floodplain was used in determining proposed floodplain fill, compensatory storage volume and
detention pond backwater elevation from the creek . (Exhibit 3).
COMPENSATORY STORAGE
The proposed site will require construction within the 100-year floodplain . The parking lot and
foundation will require fill to be placed in order to raise the finished floor elevations above the
100-year floodplain and direct drainage runoff to the detention pond . The total amount of fill
required for construction will be compensated (balanced) with the creation of additional creek
flood storage on the property.
COMMUNITY BENEFITS
We understand that in order to fill within the floodpla in on th is property it will have to first be
rezoned in compliance with the remainder of the property (i.e . we cannot place improvements
associated with our multi-family project on the GS-General Suburban zoned property). In an
effort to rezone this section we must show a community benefit with this project. To ach ieve
community benefits we have several ideas with varying results .
Creek Improvements
Certainly with reshaping the creek (laying slopes back) to achieve compensatory storage we
place the creek slopes in a much more maintainable fashion .
Culvert Improvements -Redmond
Another improvement that was explored was improving the culvert on Redmond Drive just to the
north of this property . The current culvert consists of 3 -5ft diameter pipes . The hydraulic
model was mod ified to change this culvert to 3 -6ft x 6ft box structures . The results of this
modification can be seen on Exhibit 4. As seen there is not much improvement in the elevation
of the 100-year floodplain with this modification . We don 't believe that the cost of this
improvement helps with the community benefit of flood reduct ion.
Culvert Improvements -Milliff
Another improvement that was not hydraulically modeled but was explored was improving the
culvert on Mill iff Road located behind Jason 's Deli. Again , the current culvert consists of 3 -5ft
diameter pipes. As seen on Exhibit 5, the re is significant backwater effect from the culvert on
Milliff. Although improving this culvert might improve localized flood ing on that street it will not
do much for flood reduction in the area as a whole . It 's effects will likely be similar in nature to
the 100-year floodplain depicted on Exhibit 4 and labeled "Proposed 100-year Floodplain ".
Underground Electrical along Creek
As seen in the picture above there are utility poles along the creek behind this property . One
benefit that could arise from this project is buring those utility lines thereby lessening the
maintenance burden on the utility provider. From visual inspection the overhead utilities that
appear to be affected and would benefit from this construction are franchised utilities.
Hike/Bike Path from Park Place Street across Creek to Redmond Drive
One other community benefit that could be offered is a hike and bike path that would be
constructed from Park Place to Redmond Drive . An approximate location of this is shown in
Exhibit 6. The pedestrian bridge would be of similar style to those used along Wolf Pen Creek
within Wolf Pen Creek Park downstream of this location . It would be a free span of the creek so
that there are no piers that would affect the creek hydraulics .
Re dmond Condos -College Station
Rezonin g -Community Benefit Letter
3
ATTACHMENTS
EXHIBIT 1:
EXHIBIT 2:
EXHIBIT 3:
EXHIBIT 4 :
EXHIBIT 5:
EXHIBIT 6 :
General Location Map -FEMA Firmette
Overall Site Plan Layout
Cross Section Maps
100-year Floodplain Locations (Existing , M&M & With Improvements)
Wolf Pen Creek Flood Profile
Hike/Bike Path Layout
Redmond Condos -College Station
Rezoning -Community Benefit Letter
4
Section 0.6
300
295
290
285
280
275
0 100 200 300 400 500 600 700 800 900 1000
-seriesl --s2 -ws
Section 1.7
300
295
290
285
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275
0 100 200 300 400 500 600 700 800
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Section 190.8
300
295 --· -..
290 -· ... -. ·--·---
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Section 193.5
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270
0 100 200 300 400 500 600 700 800
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Carol Cotter
From: James Batenhorst <james@mitchellandmorgan.com>
Tuesday, November 04, 2014 2:51 PM Sent:
To:
Subject:
Veronica Morgan; Joel Mitchell; Carol Cotter; Jason Schubert
GO TO MEETING -4pm, 11 -4-2014
New Meeting
• I . Please join my meeting from your computer, tablet or smartphone on Tue, Nov 4, 4:00 PM Central Standard Time
o https://global.gotomeeting.com/join/684 781397
• 2. Use your microphone and speakers (VOIP) for audio. You'll sou nd best with a head set. You can also call in using
your telephone.
o United States (Long distance): +I (872) 240-3412
Access Code: 684-781-397
Audio PIN: Shown :rtrerjoining the ~c~sion
• Not at your computer? Click the link to join this meet ing from your iPhone®, iP ad®, Android® or Windows Phone®
device via the GoToMeeting app .
• GoToMeeting®
Thanks,
James T. Batenhorst, P.E.
MITCHELL
MM
MORGAN
Project Engineer
Mitchell 8: Morgan , LLP
3204 Earl Rudder Fwy S
College Station, TX 77845
Tel 979.260.6963
Fax 979.260.356 4
*******************************CONFIDENTIAL I TY NOTE*************************************
1
.l
Carol Cotter
To: joel@mitchellandmorga ; James@mitchellandmorgan .com
Cc: thomassitton 1 .com; Jason Schubert; Erika Bridges; Rachel Lazo ; Gerardo Cuaron
Subject: rive Property
James/Joel,
Following up on a few topics from our PAC meeting;
IT appears that a flood study is first thing required in moving forward with this project. Will also be required as part of
replat since tied to detention requirement.
Conveyance quandary -As from past discussions on this topic, conveyance defined in NAI is not necessarily the same as
HEC-RAS defines it. We will work with you on this .
Driveway in the floodway will require ZBA approval. ZBA approval will have to occur ahead of PDD rezoning .
LOMR is a good idea but not required by our ordinance.
I also spoke with public works and greenways staff. There is little interest in a public sidewalk from Park Place to
Redmond .
Let me know if you have any questions.
Thanks,
Carol L. Cotter, P.E.
Sr. Assistant City Engineer
Planning & Development S
PO Box 9960
1101 Texas Avenu
College Statio , Texas 77842
Off ice: (9 ) 764-3570
Fax : ( ) 764-3496
Em
City of College Station
Home of Texas A&M University ®
1
I
Jason Schubert
From:
Sent:
To:
Cc:
Subject:
Weldon Davis
Tuesday , October 14 , 2014 9:58 AM
Jason Schubert ; Carol Cotter; Erika Bridges
Gilbert Martinez
306 Redmond Dr
I visited with James at Mitchell and Morgan regarding this PAC. Explained the location of the underground feeder line we have
there and we would design the new line to serve the development along Redmond Drive .
WO
1