The URL can be used to link to this page

Home My WebLink AboutContract 47940 Developer and Project Information Cover Sheet: Developer Company Name: Castle Equity LLC Address, State, Zip Code: 251 E. Southlake Blvd. Ste. 100, Southlake, TX 76092 Phone& Email: 817-337-3433, amiller g)castledevgroup.com Authorized Signatory, Title: Andrew Miller, Agent Project Name and Brief Heritage Glen Office Park Description: Project Location: SWC of North Beach Street and Bewely Dr Plat Case Number: FP-1 5-118 Plat Name: Heritage Glen Office Park Mapsco: TAR-076L Council District: 4 City Project Number: 100328 CFA Number: 2016-051 DOE Number: None To he comp d ht,staff: Rereived v: ate: 611g3llx� rtCEIVE6 JUN 3 01016 FFT. RECORD C?YOFFORTWORTN City of Fort Worth,Texas CRETARY r17SECRETARY Standard Community Facilities Agreement TH TX CFA Official Release Date: 10.07.2015 Page 1 of 11 STANLAP�D COMMUNITY FACI'.,ITIES AGREEivlr- THE STATE OF TEXAS § City Secretary COUNTY OF TARRANT § Contract No. 40 WHEREAS, Castle Equity LLC, ("Developer"), desires to make certain specific improvements as described below and on the exhibits attached hereto('Improvements")related to a project generally described as Heritage Glen Office Park ("Project"') within the City or the extraterritorial jurisdiction of Fort Worth, Texas ("City"); and WHEREAS, the City has no obligation to participate in the cost of the Improvements or Project; and WHEREAS,any future City participation in this CFA is subject to the availability of City funds and approval by the Fort Worth City Council and shall be memorialized as an amendment to this Agreement; and WHEREAS, the Developer and the City desire to enter into this Community Facilities Agreement ("CFA'" or "Agreement") in connection with the collective Improvements for the Project. NOW, THEREFORE, for and in consideration of the covenants and conditions contained herein, the City and the Developer do hereby agree as follows: General Requirements A. The Policy for the Installation of Community Facilities ("Policy") dated March 2001, approved by the City Council of the City of Fort Worth, as amended, is hereby incorporated into this Agreement as if copied herein verbatim. Developer agrees to comply with all provisions of said Policy in the performance of its duties and obligations hereunder and to cause all contractors hired by Developer to comply with the Policy in connection with the work performed by said contractors. B. Developer shall provide financial security in conformance with paragraph 6, Section II, of the Policy and recognizes that there shall be no reduction in the collateral until the Project has been completed and the City has officially accepted the Improvements. Developer further acknowledges that said acceptance pros--s re uires the Deveioper's contractor(s) City of Fort worth,Texas OFFICIAL RECORD Standard Community Facilities Agreement CITY SECRETARY CFA Official Release Date: 10.07.2015 Page 2 of 11 FT. WORTH, TX iii. To require the contractor(s) it hires to perform the construction work contemplated herein to provide insurance equal to or in excess of the amounts required by the City's standard specifications and contract documents for developer-awarded infrastructure construction contracts. The City shall be named as additional insured on all insurance required by said documents and same will be evidenced on the Certificate of Insurance (ACORD or other state-approved form) supplied by the contractor's insurance provider and bound in the construction contract book. iv. To require its contractor to give 48 hours advance notice of intent to commence construction to the City's Construction Services Division so that City inspection personnel will be available; to require the contractor to allow the construction to be subject to inspection at any and all tunes by City inspection forces, to not install or relocate any sanitary sewer, storm drain, or water pipe unless a responsible City inspector is present and gives his consent to proceed, and to make such laboratory tests of materials being used as may be required by the City. V. To require its contractor to have fully executed contract documents submitted to the City in order to schedule a Pre-Construction Meeting. The submittal should occur no less than 10 working days prior to the desired date of the meeting. No construction will commence without a City-issued Notice to Proceed to the Developer's contractor. vi. To delay connections of buildings to service lines of sewer and water mains constructed under this Agreement, if any, until said sewer and water mains and service lines have been completed to the satisfaction of the Water Department. G. Developer shall provide at its expense, unless otherwise agreed to by City, all engineering drawings and documents necessary to construct the improvements under this Agreement. H. Developer shall cause the installation or adjustment of the required utilities to serve the development or to construct the Improvements required herein. 1. City shall not be responsible for payment of any costs that may be incurred by Developer in the relocation of any utilities that are or may be in conflict with any of the community facilities to be installed hereunder. City of Fort Worth,Texas Standard Community Facilities Agreement CFA Official Release Date: 10.07.2015 Page 4 of 11 J. Developer hereby releases and agrees to indemnify, defend and hold the City harmless for any inadequacies in the preliminary plans, specifications and cost estimates supplied by the Developer for this Agreement. K. Developer agrees to provide, at its expense, all necessary rights of way and easements across property owned by Developer and required for the construction of the current and future improvements provided for by this Agreement. L. The Developer further covenants and agrees to, and by these presents does hereby, fully indemnify, hold harmless and defend the City, its officers, agents and employees from all suits, actions or claims of any character, whether real or asserted, brought for or on account of any injuries or damages sustained by any persons (including death) or to any property, resulting from or in connection with the construction, design, performance or completion of any work to be performed by said Developer, its contractors, subcontractors, officers, agents or employees, or in consequence of any failure to properly safeguard the work, or on account of any act, intentional or otherwise, neglect or misconduct of said Developer, its contractors, sub-contractors, officers, agents or employees, whether or not such injuries, death or damages are caused, in whole or in part, by the alleged negligence of the City of Fort Worth, its officers, servants, or employees. M. Developer will further require its contractors to indemnify, defend and hold harmless the City, its officers, agents and employees from and against any and all claims, suits or causes of action of any nature whatsoever, whether real or asserted, brought for or on account of any injuries or damages to persons or property, including death, resulting from, or in any way connected with, the construction of the infrastructure contemplated herein, whether or not such injuries, death or damages are caused, in whole or in part, by the alleged negligence of the City of Fort Worth, its officers, servants, or employees. Further, Developer will require its contractors to indemnify, and hold harmless the City for any losses, damages, costs or expenses suffered by the City or caused as a result of said contractor's failure to complete the work and construct the improvements in a good and workmanlike manner, free from defects, in conformance with the Policy, and in accordance with all plans and specifications. City of Fort Worth,Texas Standard Community Facilities Agreement CFA Official Release Date: 10.07.2015 Page 5 of 11 N. Upon completion of all work associated with the construction of the Improvements, Developer will assign to the City a non-exclusive right to enforce the contracts entered into by the Developer with its contractor along with an assignment of all warranties given by the contractor, whether express or implied. Further, Developer agrees that all contracts with any contractor shall include provisions granting to the City the right to enforce such contracts as an express intended third party beneficiary of such contracts. O. Inspection and material testing fees are required as follows: i. Developer shall pay in cash water and wastewater inspection fees and material testing fees equal to two percent (2%) for a total of 4% of the developer's share of the total construction cost as stated in the construction contract. ii. Developer shall pay in cash paving and storm drain inspection fees equal to four percent (4%) and material testing fees equal to two percent (2%) for a total of 6% of the developer's share of the total construction cost as stated in the construction contract. iii. Developer shall pay in cash the total cost of streetlights or if the city is not installing the streetlights, inspection fees equal to four percent (4%) of the developer's share of the streetlight construction cost as stated in the construction contract. iv. Developer shall pay in cash the total cost of street signs. P. COMPLETION WITHIN 2 YEARS i. Developer shall complete the Improvements within two (2) years, provided, however, if construction of the Improvements has started within the two year period,the developer may request that the CFA be extended for one additional year. ii. Nothing contained herein is intended to limit the Developer's obligations under the Policy, this Agreement, its financial guarantee, its agreement with its contractor or other related agreements. iii. The City may utilize the Developer's financial guarantee submitted for this Agreement to cause the completion of the construction of the Improvements if at the end of two (2) years from the date of this Agreement (and any extension period) the Improvements have not been completed and accepted. iv. The City may utilize the Developer"s financial guarantee to cause the completion of the construction of the Improvements or to cause the payment of costs for City of Fort Worth,Texas Standard Community Facilities Agreement CFA Official Release Date: 10.07.2015 Page 6 of 11 construction of same before the expiration of two (2) years if the Developer breaches this Agreement, becomes insolvent or fails to pay costs of construction and the financial guarantee is not a Completion Agreement. If the financial guarantee is a Completion Agreement and the Developer's contractors and/or suppliers are not paid for the costs of supplies and/or construction, the contractors and/or suppliers may put a lien upon the property which is the subject of the Completion Agreement. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) City of Fort Worth,Texas Standard Community Facilities Agreement CFA Official Release Date: 10.07.2015 Page 7 of l l Cost Summary Sheet Project Name: Heritage Glen Office Park CFA No.: 2016-051 DOE No.: An Engineer's Estimate of Probable Cost is acceptable. However,the construction contract price will ultimately determine the amount of CFA fees and financial guarantee. The bid price and any additional CFA payments will be required prior to scheduling a pre-construction meeting. An itemized estimate corresponding to each project-specific exhibit is required to support the following information. Items Developer's Cost A. Water and Sewer Construction 1. Water Construction $ 29,186.00 2.Sewer Construction $ 50,877.00 Water and Sewer Construction Total $ 80,063.00 B. TPW Construction 1.Street $ 89,364.00 2.Storm Drain $ - 3.Street Lights Installed by Developer $ - 4. Signals $ - TPW Construction Cost Total $ 89,364.00 Total Construction Cost(excluding the fees): $ 169,427.00 Construction Fees: C. Water/Sewer Inspection Fee(2%) $ 1,601.26 D. Water/Sewer Material Testing Fee(2%) $ 1,601.26 Sub-Total for Water Construction Fees $ 3,202.52 E. TPW Inspection Fee(4%) $ 3,574.56 F. TPW Material Testing(2%) $ 1,787.28 G. Street Light Inspsection Cost $ - H. Signals Inspection Cost $ H. Street Signs Installation Cost $ - Sub-Total for TPW Construction Fees $ 5,361.84 Total Construction Fees: $ 8,564.36 Choice Financial Guarantee Options,choose one Amount Mark one Bond=100% $ 169 427.00 Completion Agreement=100%/Holds Plat $ 169,427.00 Cash Escrow Water/Sanitary Sewer=125% $ 100,078.75 Cash Escrow Paving/Storm Drain=125% $ 111,705.00 Letter of Credit=125%w/2yr expiration period $ 211,783.75 City of Fort Worth,Texas Standard Community Facilities Agreement CFA Official Release Date: 10.07.2015 Page 8 of 11 ACCORDINGLY, the City of Fort Worth and Developer have each caused this instrument to be executed in quadruplicate in each entity's respective name by its duly authorized signatories effective as of the date executed by the City's City Manager or his/her designee. CITY OF FORT WORTH DEVELOPER Castle Equity LLC Jesus J. Chapa _ Assistant City Manager Name: Andrew Miller l Title: Agent Date: _ 3�!� 6/)y )O Date: Recommended h.v: ATTEST: (Only if required by Developer) Wendy Chi-Bgkal, EMBA, P.E. Development Engineering Manager Signature Water Department Name: 4,6, '1 - �-j t--� / Douglas . Wiersig, P.E. Director Transportation & Public Works Department Approved as to Form & LegulitY. ATTEST: Richard A. McCracken Mar 0F() Assistant City Attorney City Secre % M&C No. 0 l �Q1 Date: &IZ9/112 �, �"°y`T• V .4`®U�4,�,V0000 1 Z55 /4- City of Fort Worth,Texas tF AL KECORD Standard Community Facilities Agreement CFA Official Release Date: 10.07.2015 ECRETARY Page 9 of 11 ORTH TX Check items associated with the project being undertaken; checked items must be included as Attachments to this Agreement Included Attachment Attachment 1 -Changes to Standard Community Facilities Agreement Location Map Exhibit A: Water Improvments Water Cost Estimate 1 Exhibit A-1: Sewer Improvements Sewer Cost Estimate Exhibit B: Paving Improvements ❑ Paving Cost Estimate D Exhibit 13-1: Storm Drain Improvements El Storm Drain Cost Estimate El Exhibit C: Street Lights and Signs Improvements C Street Lights and Signs Cost Estimate (Remainder of Page Intentionally Left Blank) City of Fort Worth,Texas Standard Community Facilities Agreement CFA Official Release Date: 10.07.2015 Page 10 of 11 ATTACHMENT"1" Changes to Standard Agreement Community Facilities Agreement City Project No. 100328 None City of Fort Worth,Texas Standard Community Facilities Agreement CFA Official Release Date: 10.07.2015 Page 11 of 11 TEXAS REGISTRATION#14199 M Z Lv w 0 w w z oxwo C� z z wowU U LL_2sz W m d S i J LLC MH LLQ MH z o w 0 > � U LU $ � c� O � a Y w bQ 31lHM A" � U J z �. O IM Q z � w n. z (n z w g C7 1S HOd38 H12�ON z 0 1S 81V-10NIS w 10 ld3d w o m x c� yY I ab N01N3Q a10 M S£ HI M S£ HI SM0•dM O9—W-9=\SU6 HM VM\LS XJ\OOVO\VZ 10-I Hip 3JV.LWH 3USVO LZt-9l0Z\SL33VHd\= Z *MV= TEXAS REGISTRATION#14199 Lo _ Z . — tet LLJ y � W N Zry Z MEW U LU m • � I s — _ w x x 3 CL W 0 0 Ir >C a- a- a w - a W Q — — — — —bo _ a D- HOV38 H180N r U J N \LU\► d �> �IpI NE- a LoL�m dzwOwaO � mo �d � w jr � 0wcoO(on o aVo w _m w a � QLL d w C� �' z a LL a --' a L� � w 3 z w w J } z z W (Y J J \ _ L� ss _— C0 z z z d o d w w oWV3LVA1 oa-o-gwa\slBHo3 vc\lreiwAoawo\rc 101 Ka 30v1R13+ 3 M lzl-9wz\SL03 ad\SLDW0bld\z *MV= TEXAS REGISTRATION 014199 E�^ ... z L.LJ y�NW n I'zN1D W in o ^m0 UZ�mg ZU) U O lil W $ma 3- J � ~ H _ — — — yUo �Q � F3LI V R- 13381S HOV38 H180N o W � w W o -� k--"T ,Jin- - - - Qo - - - - - - - w D C4 D OD z \ \�OZ o `° °� Ti lL W W U)w m 11 m U� OLL � = U" \ W (n OIL W11 J } -i Z a 5�� 10z w � "v LL zQ co it 0 x Ill U) a � vwi 02 0 a coO x CL ZD O \ W > � c/o) cr ` ` ? z z } \ it J J _ W ` aQ aW OT? cA Q Q CL 00� a2 oa 0z U. CO W a uWiz a§ oa O z z z 0Q W ~ a c I a Cl) Cl)a 0 x I `a O� a a \ \ DIATNIN s•NYS OZ-S0-9I,OZ\S.LI81HX3 V4\LI81HX3\OOdO\VZ Loi N3-m 3OV19l3H 3-LSvO izi-SIOZ\S1o3P0sd\SL33rosdVz :NOLLdOOI TEXAS REGISTRATION 814199 Lo ZLU � w I I I Z o�g W Ill U-i I I I I I I s IW s > Wil a, o WI I ; I w D E-I D U)I =I o VII I I z WI mI Wz � H =I Wg0 x �q Z Wjo OII 0ZZ I : I a ~ � ZI W00 z I a » a I mm II ao I M t I � I SMa'NVld ONKVd CZ—so-9wa\S KNHX3 r.►\LIS*03\OM\VZ 101 Nip 30VIR3H MLSVO LZt-6WZ\&W3* d\s 3%Md\Z :NOuvOol OD 42 43 DAP-BID PROPOSAL PW 1d4 SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM UNIT PRICE BID Bidder's Application Project Item Information Bidders Proposal Bidlistoltem Description Specification Section No. bUf it of Bid Unit Price Bid Value NIT I:WATER IMPROVEMENTS 1 3305.0109 Trench Safety 13305 10 LF 76 $2.00 $152.00 2 3311.0001 Ductile Iron Water Fittings w/Restraint 33 11 11 TON 0.063 $7,206.35 $454.00 4 3312.0117 Connection to Existing 4"-12"Water Main 33 1225 EA 2 $2,500.00 $5,000.00 7 3312.3105 12"Cut-in Gate Valve 33 1220 EA 2 $3,400.00 $6,800.00 8 3312.4106 12"x 6"Tapping Sleeve&Valve 33 1225 EA 1 $5,500.00 $5,500.00 9 13311.0143 6"Water Pipe,Select Backfill 33 11 10,33 11 12 LF 16 $40.00 $640.00 10 3312.0001 Fire Hydrant 33 1240 EA 1 $5,140.00 $5,140.00 11 3312.2003 1"Water Service 33 12 10 EA 1 $2,500.00 $2,500.00 12 3312.2203 2"Water Service 33 12 10 EA 1 $3,000.00 $3,000.00 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 TOTAL UNIT 1 $29186.00 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS-DEVELOPER AWARDED PROJECTS Form Vat=Samba 1,2013 00 42 43_BW Pmporl_DAP,xL 00 42 43 DAP-BID PROPOSAL Page 2 of SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM UNIT PRICE BID Bidder's Application Project item Information Bidder's Proposal Bidlisotltem Description Specification Section No. Unitof it oBid Unit Price Bid Value Quantity NIT II:SANITARY SEWER IMPROVEMENTS 2 3305.0109 Trench Safety 33 05 10 LF 459 $1.00 $459.00 4 3331.4115 8"Sewer Pipe 33 11 10,33 31 12,33 3120 LF 391 $55.00 $21,505.00 5 3339.1001 4'Manhole 33 39 10,33 3920 EA 3 $5,500.00 $16,500.00 6 3339.1002 4'Drop Manhole 33 39 10,333920 EA 1 $3,500.00 $3,500.00 7 3339.1003 4'Extra Depth Manhole 3339 10,33 3920 VF 9 $165.00 $1,485.00 8 13301.0002 Post-CCTV Inspection 33 01 31 LF 106 $3.00 $318.00 9 3301.0101 Manhole Vacuum Testi n 33 01 30 EA 4 $100.00 $400.00 10 3331.3201 6"Sewer Service 333150 EA 2 $1,400.00 $2,800.00 12 3331.4117 8"Sewer Pipe,Select Backfill 33 11 10,33 31 12,33 3120 LF 391 $10.00 $3,910.00 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 TOTAL T I ITARY EWER IMPROVEMENTS $50,877.00 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS-DEVELOPER AWARDED PROJECTS Fomi Version Sepiembcr 1.2015 00 42 43 Bid Pmposal_DAP%Is 00 42 43 DAP-BID PROPOSAL PW 4d4 SECTION 00 42 43 Developer Awarded Projects-PROPOSAL FORM UNIT PRICE BID Bidder's Application Project Item Information Bidde's Proposal Bidlist[tem Unit of Bid No. Description Specification Section No. Measure Quantity Unit Price Bid Value UNIT IV:PAVING IMPROVEMENTS 1 3471.0001 Traffic Control 3471 13 MO 1 $7,500.00 $7,500.00 2 3471.0002 Portable Message Sign 3471 13 WK 4 $250.00 $1,000.00 4 3471.0003 Traffic Control Details 3471 13 EA 1 $500.00 $500.00 5 3291.0100 Topsoil 3291 19 CY 132 $22.50 $2,970.00 6 0241.1300 Remove Conc Curb&Gutter 0241 15 LF 597 $10.00 $5,970.00 7 3213.0106 11"Conc Pvmt 32 13 13 SY 791 $73.00 $57,743.00 8 3211.0113 8"Flexible Base,Type A,GR-1 32 1123 SY 791 $12.50 $9,888.00 9 3292.0400 Seeding,H dromulch 329213 SY 1,369 $1.00 $1,369.00 10 3217.2002 Raised Marker TY Y 32 1723 EA 68 $28.85 $1,962.00 11 3217.2001 Raised Marker TY W 32 1723 EA 16 $28.88 $462.00 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 $89,364.00 CrrY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS-DEVELOPER AWARDED PROJECTS Fa Vusim Samba 1,2015 00 42 43_BM PrW"_DAP.ils Corporations Section /E�� Nandita Berry P.0.13ox 13697 i� Secretary of State Austin.Texas 78711-3697 Office of the Secretary of State CERTIFICATE OF FILING OF Castle Equity, LLC File Number: 801913290 The undersigned, as Secretary of State of Texas, hereby certifies that a Certificate of Formation for the above named Domestic Limited Liability Company (LLC) has been received in this office and has been found to conform to the applicable provisions of law. ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of the authority vested in the secretary by law, hereby issues this certificate evidencing filing effective on the date shown below. The issuance of this certificate does not authorize the use of a name in this state in violation of the rights of another under the federal Trademark Act of 1946, the Texas trademark law, the Assumed Business or Professional Name Act, or the common law. Dated: 01/12/2014 Effective: 01/12/2014 x N�/v0/r'1I„�E�Ky ` Nandita Berry Secretary of State Coale visit us on the interne!at hap:. www.sos.state.tz.us Phone: (512)463-5555 Fax: (512)463-5709 Dial: 7-1-1 for Relay Services Prepared by: Virginia Tobias T1D: 10306 Document:524106610002 o" V 6ecre—ta—ry of State Filed in the Office of the P.O. Box 13697 Secretary of State of Texas ;Austin,TX 78711-3697 Filing #: 801913290 01112/2014 (FAX: 512/463-5709 Document#: 524106610002 Certificate of Formation Image Generated Electronically �iling Fee: $300 Limited Liability Company for Web Filing i Article I -Entity Name and Type I The filing entity being formed is a limited liability company. The name of the entity is: Kastle Equity, LLC -- Article 2-Registered Agent and Registered Office - --------------- IPA. PA.The initial registered agent is an organization (cannot be company named above) by the name of: ��iili e4eloVmik Group r�oraflon OR 1r6._The_iWdWl i;dis-iiiiiii agent is an individual resident of the state whose name is set forth below: ----- ------ 0. The business address of-the-registered--agent andthe registered-office addressis: -------------------------------- --------- direat Address: 15751 Kroger Drive i 'Suite 124 Keller TX 76244 Consent of Registered Agent 'r-A.A copy of the consent of registered agent is attached. OR 1r,_1 B.The consent of the registered agent is maintained by the entity. Article 3-Governing Authority ;----------------------- jl7A.The limited liability company is to be managed by managers. OR jr6.The limited liability company will not have managers. Management of the company is reserved to the members. The names and addresses of the governing persons are set forth below: NAanager 1:(Business Name) Castle Development Group Corporation jddress: 5751 Kroger Drive Suite 124 Keller TX, USA 76244 Article 4-Purpose `fhe purpose for which-th—e-'*co—mp-any—is--organized—is—for the-transaction of any and all lawful business for which limited I �liability companies may be organized under the Texas Business Organizations Code. Suppl emental Provisio ns/ Ififormation rohe fu a the Companyprit na ;t, d the fullest extent permitted by applicable law, no manager, managing member shall be liable to the Company or its members for monetary damages for an act or omission in such manager's, managing members or officer's capacity as a manager, managing member or officer of the Company, ,except that this Article does not eliminate or limit the liability of a manager, managing member or officer of the Company for: a. a breach of such manager's, managing members or officer's duty of loyalty to the Company or its members; b. an act or omission not in good faith or that involves intentional misconduct or a knowing violation of the law; .c. a transaction from which such manager, managing member or officer ,received an improper benefit, whether or not the benefit resulted from an action taken within the scope of such manager's, managing members or officer's office; d. an act or omission for which the liability of such manager, managing member 'or officer is expressly provided for by statute. Any repeal or amendment of this Article by the members of the Company shall be prospective only, and shall not adversely affect any limitation on the personal liability of a manager, managing member or officer of the Company existing at the time of such repeal or amendment. In addition to the circumstances in which ,a manager, managing member or officer of the Company is not personally liable as ,set forth in the foregoing provisions of this Article, a manager, managing member or officer shall not be liable to the fullest extent permitted by any amendment to the Texas Business Organization Code hereafter enacted that further eliminates or limits the liability of a manager, managing member or officer. i 'No person shall be liable to the Company for any loss or damage suffered by it I on account of any action taken or omitted to be taken by him as a member, .officer or employee of the Company in good faith, if, in the exercise of ordinary care, this person: a. Relied upon financial statements of the Company represented to him to be ,correct by the President or the officer of the Company having charge of its books of account, or stated in a written report by an independent public or certified public accountant or firm of such accountants fairly to reflect the fnancial condition of the Company; or considered the assets to be of their book value; or b. Relied upon the written opinion of an attorney for the Company. fThe attached addendum,if any,is incorporated herein by reference.] __ Organizer iThe_name and address of the organizer are set forth below. --- —� Castle Development Group Corporation 5751 Kroger Drive, Suite 124, Keller. TX ------------------------------- --| Effectiveness of Filing � , A.ThimdocunnendbmconommmfNoctiv»whmn0hmdocummntksfUedbythmseoretmryofstmtm. / / OR lr-RThisdocument becomes effective mtmlater date,which ksnot more than ninety (QO) days from the date ofits i �signing. The delayed effective date is: | ,----------------' --- ----------- - -----'- --Execution - - - -- ---'- -- - ------- --------- i ------ designated ---- -----------------'--- -- | [Thmundersigned of5nmsthat the person demignodedmmregimteredmgmnthmsconmmntedtmthmoppmintnnent.The | undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty xf pmdurythat the undersigned imauthorized under the provisions of ' / Uawgoverning the entity toexecute thefUinginstrument. _ | AFFIDAVIT AND AUTHORIZATION (All Transactions Authorized) Andrew Miller, Cary Moon, Matthew Macleod, Shane Foss, and Castle Development Group, Inc. state under oath and agree as,follows: 1. This Affidavit and Authorization is given in connection with transactions involving Castle Equity, LLC_ (the "Company"). 2. The Company is a limited liability company validly existing and in good standing under the laws of the State of Texas. True and correct copies of the Certificate of Formation and Company Agreements of the Company and all amendments thereof, if any, have been furnished to Hexter-Fair/First American Title Company, LLC ("Title Company"). 3. Castle Development Group, Inc. (-Manage ") is the sole Manager of the Company. 4. The Manager is authorized to act for, in the name of, and on behalf of the Company, and without the joinder of any other party, to enter into and consummate any and all of the following transactions with such parties, on such terms and conditions, and for such consideration, as the Manager deems to be in the best interest of the Company and that is an anus length transaction in the ordinary course of the business of the Company and is not otherwise prohibited by the Company Agreement of the Company (the "Authorized Transactions"): a. The sale, transfer and/or conveyance of any property. b. The purchase and/or acquisition of any property. C. Payment and/or refinancing of loans secured by liens encumbering any property. d. The procurement of one or more loans from any party, in such amounts, bearing interest, and on such terms as provided in loan documents to be executed in connection therewith, and the grant of lien(s) and security interest(s) (and/or renewal and extension of existing liens and security interests) on any property to secure any such debt. 5. The Manager is a Texas corporation, validly existing and in good standing in the State of Texas. Andrew Miller, Cary Moon, Matthew Macleod, and Shane Foss are all of the Directors of the Manager. The Resolutions of the Manager attached hereto as Exhibit "B" (the "Resolutions") have been and are hereby adopted by all of the Directors of the Manager. The Articles of Incorporation and Bylaws of the Corporation give the Directors the power and authority to adopt the Resolutions in this manner. The Resolutions have not been rescinded and are in full force and effect. The current officers of the Manager are: 1 f uOr F you.LIC 11lidnn MW AulMx.aation(])arc NAME OFFICE Matthew Macleod President Cary Moon Secretary Andrew Miller Treasurer 6. True and correct complete copies of the Articles of Incorporation and the Bylaws of the Manager have been furnished to Title Company. Said Articles of Incorporation and Bylaws are in full force and effect and have not been amended or modified except as may be set forth in said Exhibits. 7. The Manager of the Company is authorized and empowered, for and on behalf and in the name of the Company, to execute and deliver such agreements, assignments, bills of sale, deeds, loan documents, deeds of trust, notes, security agreements, financing statements, assignments of rents and/or leases, mechanics lien contracts, conveyances, documents, consents, affidavits, certificates, closing statements, powers of attorney and documents required in connection witlr any Authorized Transaction, all in the form, and with such terms, conditions, representations, warranties and covenants, as the Manager deems in the best interest of the Company. Execution of any documents by the Manager shall constitute conclusive evidence that such document is, and the Manager deemed it to be, in the best interest of the Company and that the transaction in which the document is executed is in the ordinary course of business of the Company and an Authorized Transaction. 8. The Manager of the Company is authorized for and on behalf and in the name of the Company to do any and all further acts and things as they deem necessary or appropriate to complete and/or perforin any Authorized Transactions by the Company and to carry out the purposes and intent of the foregoing resolutions. 9. All prior acts taken by the Manager in execution and performance, furtherance or consummation of any of the Authorized Transactions are ratified and adopted. 10. This Affidavit is being executed to confirm the existence of the Company, the current Manager of the Company and its powers, and the other statements herein, and may be relied upon by Title Company and its underwriters in the issuance of policies of title insurance with respect to any property and/or loans intended to be secured thereby and may be relied upon by any purchasers and lenders. 11. Any third party may rely on each of the statements in this document as being true as of the date of the closing of any transaction involving the Company, and may rely on a photocopy or facsimile copy of this document as an original, and Title Company may rely on any transaction for which it is furnished documents executed by any President or Vice President of the Manager purporting to act on behalf of the Company, as being an arms length transaction in the ordinary course of the Company's business and an Authorized Transaction. Revocation or modification of this document is not effective unless and until the third party receives actual notice of the revocation or modification or the revocation or modification is recorded in the real property records of the county in which the property that is the subject of said third party's transaction is located. 7 nix fa+lk Up-1.1( Affbd .814 AhllaAwn(2)d�4 EXHIBIT "A" RESOLUTIONS OF CASTLE DEVELOPMENT GROUP, INC. RESOLVED that Castle Development Group, Inc. (the "Corporation"), acting in its capacity as Manager of Castle Equity, LLC, a Texas limited liability company (the "Company"), is authorized, and the President and Treasurer of the Corporation each is authorized and empowered for and on behalf and in the name of the Corporation and the Company, without the joinder of any other officer, to enter into and consummate the following transaction(s) with such parties, on such terms and conditions, and for such consideration, as such officer deems to be in the best interest of the Corporation and Company (whether one or more, the "Authorized Transactions"): a. The sale, transfer and/or conveyance of any property. b. The purchase and/or acquisition of any property. C. Payment and/or refinancing of loans secured by liens encumbering any property. d. The procurement of one or more loans from any third party bearing interest as provided in loan documents to be executed in connection therewith, and the grant of lien(s) and security interest(s) (and/or renewal and extension of existing liens and security interests) on any property to secure any such debt. FURTHER RESOLVED that the President and Treasurer of the Corporation, each is authorized and empowered, for and on behalf and in the name of the Corporation and the Company, to execute and deliver such agreements, assignments, bills of sale, deeds, leases, loan documents, deeds of trust, notes, security agreements, financing statements, assignments of rents and/or leases, conveyances, documents, consents, powers of attorney, affidavits, certificates and documents in connection with entering into, consummating and performing any Authorized Transactions, in the form, and on terns, as the officer executing the same deems in the best interest of the Corporation and the Company. Execution of any such document by any such officer shall constitute conclusive evidence that such officer and the Corporation deemed it to be in the best interest of the Corporation and the Company, and that the Corporation has the power and authority to enter into and consummate the transaction. FURTHER RESOLVED that any of the officers of the Corporation are authorized, for and on behalf and in the name of the Corporation and the Company, to do any and all further acts and things as may be necessary or appropriate in order to complete and/or perform any Authorized Transactions by the Corporation and the Company and to cant' out the purposes and intent of the foregoing resolutions. All documents executed by and prior acts taken by any of the officers of the Corporation in furtherance or consummation of any of the Authorized Transactions are hereby adopted and ratified. 6 fuck I4ua,1 I( M.da—and 1AN't sten 12. This document may be executed in multiple and/or facsimile counterparts, which shall collectively constitute one instrument. This document may be executed in multiple counterparts, which will collectively constitute on instrument, and is executed on the date(s) set forth below. Andrew Mill r '00e- Cary Moon Matthew Macleod Shane Foss Castle Development Group, Inc. By: Name: Title: STATE OF C1<4 S § .�,��• +.*"'•� JESSE GOBER § Nofory KAWC.Stale of Texoi CiOMm� COUNTY OF D�V� '� Mr Mon Expires s'° October 20,2018 SWORN TO AND SUBSCRIBED before me on 2015, by Andrew Miller. Notary Public tate o �S My Commission Expires: Notary's rinted/Typed Name (-silt I qu,n 11.( AfNis,,!end Amhomm.,n(_)d,, 3 12. This document may be executed in multiple and/or facsimile counterparts, which shall collectively constitute one instrument. This document may be executed in multiple counterparts, which will collectively constitute on instrument, and is executed on the date(s) set forth below. Andrew Miller Cary Moon Matth acleod - 'Shane Foss Castle Development Group, Inc. By: Name: Title: STATE OF § COUNTY OF § SWORN TO AND SUBSCRIBED before me on 2015, by Andrew Miller. Notary Public, State of My Commission Expires: Notary's Printed/Typed Name 3 C. k Fquiy I I('Alyda,A and Aoihnr 1—dn[ STATE OF § COUNTY OF § SWORN TO AND SUBSCRIBED before me on 2015, by Cary Moon. Notary Public, State of My Commission Expires: Notary's Printed/Typed Name STATE OF § § COUNTY OF § SWORN TO AND SUBSCRIBED before me on 2015, by Matthew Macleod_ Notary Public, State of My Commission Expires: Notary's Printed/Typed Name STATE OF --V j j aS § 4 COUNTY OF § SWORN TO AND SUBSCRIBED before me ony cv, 2015, by Shane Foss. Notary Publi , State of My Commission Expires: ;I 7 ✓3to Notary's Pr ted/Typed Name N. MALGORZATA SZCZYPTA My Commission Expires Juiy 26,2017 4 (-tic Equgv LLC Affiid.,it and Aullwriuti—d. STATE OF _ C i ,,;:r;►y4 JESSE GOBER NOfory Public.Slote of IQxaa COUNTY OF ��c,�-�` `''`• • ' My Commission Exptlos October 20, 2016 SWORN TO AND SUBSCRIBED before me on 2015, by Cary Moon. Notary Publ' , State of My Commission Exp res: -��g�e, /Adz, I!), I�1" Z61 P Notary's Printed/Typed Name STATE OF S _ 3 JESSE G06ER `�Pr Iy �� =Z:� Nolory Public.state of lexos COUNTY OF r�11��M►� �; s;;! .'• My Commission Expues ' �' October 10, 2016 •INN SWORN TO AND SUBSCRIBED before me on v tL 2015, by Matthew Macleod. 12 Notary Pub 'c tate of `t My Commission Expires: 16 -18- 7-618 Notary's Printed/Typed Name STATE OF } COUNTY OF SWORN TO AND SUBSCRIBED before me on 2015, by Shane Foss. Notary Public, State of My Commission Expires: Notary's Printed/Typed Name 4 fall It[q.-1.1 f 1(1kI-1 end-NUIN V kI V dl, STATE OF :Ti0f 5 § JESSE GOSER Notary Pubft—State of Texas S,!;./ i My Commission Expires COUNTY OF ociober 20,201 e hyW N, SWORN TO AND SUBSCRIBED before me on 2015, by _ of Castle Development Group, Inc., a Texas corporation, on behalf of said corporation. Notary Pu is tate of j tx4 My CommissionExpirej: f!u Notary's Printed/Typed Name 5 1038 CASTLE EQUITY LLC 5751 KROGER DR SUITE 251 KELLER,TX 76244 BS-481-1119 DATE r PAY TO THE ORDEROF 11 ORDER \ - � NORTHSTAR BANK OF TEXAS w 940.3W ba.n6g 00 FOR 7?(-J "r BEACH STREET PARTNERS LLC ' e 10 61 251 E SOUTH LAKE BLVD.STE 100 SOUTHLAKE,TX 76092 DATE(jjj:2j I r PAY TO THE ORDER OF .p f 1\ i DOLL 8i �uarantr� www.gr+ly.com � . MEMO c5cyj C-s "_ SGVy NP 1. UNANIMOUS WRITTEN CONSENT IN LIEU OF ORGANIZATIONAL MEETING OF MANAGER OF CASTLE EQUITY,LLC A LIMITED LIABILITY COMPANY The undersigned, being the Manager named in Castle Equity, LLC's (hereinafter the "Company") Certificate of Formation filed with the Secretary of State of Texas, hereby adopts the following resolutions in lieu of an organizational meeting of the Manager. CERTIFICATE OF FORMATION RESOLVED, that the acknowledgment of filing issued by the Secretary of State of Texas, and the certified copy of the Certificate of Formation filed on March 22, 2013, are accepted and approved in ail respects; and same shall be placed in the Company record book. COMPANY AGREEMENT RESOLVED, that the form of the company agreement for regulating and managing Company affairs submitted to the undersigned is approved and adopted as the Company Agreement of the Company. RESOLVED,that the Manager shall place the Company Agreement in the Company record book,and maintain a copy of the Company Agreement at the Company's principal office. PRINCIPAL OFFICE RESOLVED, that the Company's principal office be established and maintained at 5751 Kroger Drive,Suite 124,Keller,TX 76244,and that meetings of the Manager from time to time may be held either at the Company's principal office or at such other place as the Manager may select. MEMBERSHIP INTEREST CERTIFICATES RESOLVED, that the specimen membership interest certificate proposed for use as the Company's certificate for membership interest 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. COMPANY RECORD BOOK RESOLVED,that the Company shall maintain and authenticate in the Company record book the appropriate business records,including but not limited to originals,copies or certified copies of the Company's Certificate of Formation,the Acknowledgment of Filing,the Company Agreement, 1 the Membership Interest transfer ledger, minutes of the meetings and of other proceedings of the Members, Managers, and any committee established by the Managers; and RESOLVED FURTHER, that the Manager is to maintain in the Company record book records pertaining to the issuance and transfer of Membership Interest in the Membership Interest Certificate stubs and Membership Interest transfer ledger respectively. MEMBERSHIP INTEREST ISSUED RESOLVED, that the Manager be, and hereby is, 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 Manager in the Manager's discretion may determine; and RESOLVED FURTHER,than an offer be issued to the following to purchase one hundred percent (100%) of the Membership Interest of the Company in the percentages and for the consideration indicated opposite each name: Member's Name Member's Interest Consideration Jack Rabbit Capital,LLC 24.7557% $24.76 Clay Harrison 6.51465% $6.52 Rex Harrison 6.51465% $6.52 Equity Trust Company 6.51465% $6.52 Custodian FBO Shane Foss IRA #Z138816 Clint Hampton 8.14332% $8.14 Andrew Miller 3.25732% $3.26 Granbury 377 Group, LLC 6.51465% $6.51 Matthew Macleod 3.25732% $3.26 Equity Trust Company 9.77198% $9.77 Custodian FBO Anthony J Hill Sep Ira#073183 Kelly Quick 6.51465% $6.51 Bruce Middleton 6.51465% $6.51 Laurel Valley Investments, LLC 9.77198% $9.77 M2 Medical Partners, LLC, LLC 1.95439% $1.95 RESOLVED, that the Manager is authorized to issue additional Membership Interest to 2 appropriately qualified purchasers. COMMENCING BUSINESS RESOLVED,that consideration has been received for the issuance of Membership Interest, and that the Company consequently is able to continence and transact business and to incur indebtedness. ORGANIZATIONAL EXPENSES RESOLVED,that the Manager be and hereby is authorized to pay all charges and expenses incident to or arising out of the organization of and to reimburse any person who has made any disbursement therefor. BANK ACCOUNT RESOLVED,that the Manager be and hereby is authorized to open a bank account on the Company's behalf with any banks the Manager deems appropriate. LICENSES AND PERMITS RESOLVED, that the Manager is 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 are directed and authorized 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 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, Manager is 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 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 Manager. CARRY ON BUSINESS 3 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. Dated: April 2014 MANAGER- Castle Development Group, Inc. 4