HomeMy WebLinkAboutContract 47427 CRY SECRETAW`` II
'�C�It'ED . CONTRACT IJO. `'t'
`JAN 14 E n.
STORM WATER FACILITY
MAINTENANCE AGREEMENT
J,
THIS AGREEMENT, made and entered into this day of ,
ck�, by and between 17FW Limited Partnership, a Texas limited partnership,
hereinafter referred to as "Landowner", the Seventeen Lakes Homeowners Association,
Inc., a Texas non-profit corporation, hereinafter referred to as "Association" and the City
of Fort Worth, hereinafter referred to as "City".
WITNESSETH
WHEREAS, the Landowner is the owner of certain real property described as an
approximately 105.547 acre tract located in the M.E.P. and P.R.R. CO. Survey, Abstract
906, and the A. Robinson Survey, Abstract 1119, Denton County, Texas according to the
deed recorded in Document 2014-82640, real Property Records, Denton County, Texas,
hereinafter called the "Property'.
WHEREAS, the Landowner is proceeding to build on and develop the Property
according to the Site Plan/Subdivision Plan known as Seventeen Lakes hereinafter called
the "Plan", which is expressly made a part hereof, as approved or to be approved by the
City and the Landowner and Association provides for management of storm water within
the confines of the Property; and
WHEREAS, the City and the Landowner and Association, and their successors and
assigns, agree that the health, safety and welfare of the residents of the City of Fort Worth,
Texas require that on-site Storm Water Management Facilities be constructed and
maintained on a portion of the Property; and
WHEREAS, the City requires that on-site Storm Water Management Facilities
("Facility') as shown on the Plan be constructed and adequately maintained by the
Landowner, its successors and assigns, including Association, the location and dimensions
OFFICIAL RECORD
CITY SECRETARY
STORM WATER FACILITY MAINTENANCE AGREEMENT LTi WORTH, TX 1
of which is shown and more particularly described by metes and bounds in the attached
Exhibit "A" ("Facility Property"); and
WHEREAS, Landowner agrees to convey the Facility Property to the Association
and the Association agrees to accept the Property where the Storm Water Facility is
located.
NOW, THEREFORE, in consideration of the foregoing premises, the mutual
covenants contained herein, and the following terms and conditions, the parties hereto
agree as follows:
1. The Landowner and Association, its successors and assigns, shall adequately
construct and maintain the on-site Storm Water Management Facility
("Facility') at no expense to the City of Fort Worth in accordance with the
design specifications for the Facility, attached as Exhibit "B", and the current
standards then in force and effect in the City of Fort Worth and with the
Operations and Maintenance Plan attached to this Agreement as Exhibit "C".
The Storm Water Facility includes all pipes, channels or other conveyances
built to convey storm water to the facility, as well as all structures,
improvements, and vegetation provided to control the quantity and quality of
the storm water. Adequate maintenance is herein defined as good working
condition so that these facilities are performing their design functions. The
Storm Water Structural Control Maintenance Checklists, attached to this
Agreement as Exhibit "D", are to be used to establish what good working
condition is acceptable to the City.
2. The Landowner and Association, its successors and assigns, shall inspect the
Facility and submit an inspection report to the City annually. The purpose of
the inspection is to assure safe and proper functioning of the Facility. The
inspection shall cover the entire Facilities, berms, outlet structure, pond areas,
access roads, etc. Components of the Facility, which need maintenance or
STORM WATER FACILITY MAINTENANCE AGREEMENT 2
replacement to perform their design function, shall be noted in the inspection
report along with the corrective actions to be taken.
3. The Landowner and Association, its successors and assigns, hereby grant
permission to the City, its authorized agents and employees, to enter upon the
Property and to inspect the Facility Property whenever the City deems
necessary. The purpose of inspection is to follow-up on reported deficiencies
and/or to respond to citizen complaints. The City shall provide the Landowner,
its successors and assigns, copies of the inspection findings and a directive to
commence with the repairs if necessary.
4. In the event the Landowner and the Association, its successors and assigns,
fails to maintain the Facility in good working condition acceptable to the City,
the City, its authorized agents and employees, may enter upon the Facility
Property and take whatever steps necessary to correct deficiencies identified in
the inspection report and to charge the costs of such repairs to the Landowner,
its successors and assigns. It is expressly understood and agreed that the
City is under no obligation to routinely maintain or repair said Facility,
and in no event shall this Agreement be construed to impose any such
obligation on the City, such obligation is Landowner's.
5. The Landowner and the Association, its successors and assigns, will perform
the work necessary to keep the Facility in good working order as appropriate.
In the event the City pursuant to this Agreement, performs work of any nature,
or expends any funds in performance of said work for labor, use of equipment,
supplies, materials, and the like, the Landowner, its successors and assigns,
shall reimburse the City upon demand, within thirty (30) days of receipt thereof
for all actual costs incurred by the City hereunder. In the event that Landowner
or its successors or assigns fail to pay the City for the costs incurred under this
section, the City shall impress a lien for the costs of such work upon other lots
owned by the Landowner or the Association. Such lien shall be perfected by
filing in the office of the County Clerk of Denton County, Texas an affidavit
identifying the property to be charged with such lien, stating the amount
thereof, and making reference to this Agreement.
STORM WATER FACILITY MAINTENANCE AGREEMENT 3
6. This Agreement imposes no liability of any kind whatsoever on the City. THE
LANDOWNER AND ASSOCIATION AGREES TO HOLD THE CITY
HARMLESS FROM ANY LIABILITY IN THE EVENT THE FACILITY
FAILS TO OPERATE PROPERLY. LANDOWNER AND
ASSOCIATION COVENANT AND AGREE AND DOES HEREBY
INDEMNIFY HOLD HARMLESS AND DEFEND THE CITY OF FORT
WORTH, ITS AGENTS, SERVANTS AND EMPLOYEES FROM AND
AGAINST ALL COSTS, EXPENSES, LOSSES, DAMAGES, CLAIMS
OR CAUSES OF ACTION WHATSOEVER ARISING, OR WHICH
MIGHT ARISE, FROM THE FAILURE OF OWNER OR ANY FUTURE
OWNERS OF THE ABOVE FACILITITY PROPERTY TO MAINTAIN
THE BED AND BANKS OF THE DETENTION POND IN
ACCORDANCE HEREWITH, OR AS A RESULT OF ANY DAMAGES
CAUSED TO PERSON OR PROPERTY DUE TO (1) FLOODING OF
THE POND AND ITS BANKS, (2) SLOPE FAILURE OF THE BANK
OF THE POND, AND (3) AND FAILURE OF THE POND AND ITS
BANK TO OPERATE IN A MANNER CONSISTENT WITH CITY OF
FORT WORTH CRITERIA TO PERFORM ANY OF ITS DUTIES OR
OBLIGATIONS HEREUNDER.
7. Landowner and Association covenants and agrees that no habitable building
shall be erected within the drainage easement outlined on Exhibit "A" but this
paragraph shall not preclude construction of other improvements within the
drainage easement, which do not impede drainage. Landowner and
Association covenants and agrees that no habitable building shall be erected on
the above property abutting such easement which shall have a finished floor at
an elevation less than two feet above the maximum depth of water in the
detention pond which would occur during a 100 year frequency flood.
8. This Agreement shall be recorded among the land records of Denton County,
Texas, and shall constitute a covenant running with the land, and shall be
binding on the Landowner, its administrators, executors, assigns, heirs and any
other successors in interests, including any property owners association.
STORM WATER FACILITY MAINTENANCE AGREEMENT 4
9. Notwithstanding anything to the contrary contained or implied elsewhere
herein, it is expressly agreed and understood that the liabilities, indemnities and
obligations of 17FW Limited Partnership, as Landowner, hereunder shall
expire and be of no further force or effect upon the transfer ("Transfer') by
17FW Limited Partnership to the Association of legal title to the Facility
Property, save and except for any liabilities, indemnities and obligations of
17FW Limited Partnership, as Landowner hereunder, which have accrued and
are due, payable and/or performable as of the date of the Transfer and which
shall expressly survive the Transfer.
e
Executed this)Zd D-day of 3 -20—/6
Landowner City
17FW Limited Partnership City of Fort Worth
a Texas limited partnership
By: 17FW General LLC By:
a Texas liability company SESu S eflAPA
its gen ral pa ner Assistant City Manager
B y,
Nan/ R+glRf S% lberA►caR Approved aass'to Form and Legality
Title: y%Git pp&%iOfaNT By: (/''�/'' A 1'L-.--
A'ruN1 A/ t-&,Isnorz
Assistant City Attorney
l
AT ST
-%o
0
City Secreffiry � �
0
Association 1 u0
Seventeen Lakes Homeowners Association, Inc. -
a Texnon-profit corporation NO M&C REQUIRED
Name:
Title: p([.'S.o�t� UFFICIAL RECORD
CITY SECRETARY
STORM WATER FACILITY MAINTENANCE AGREEMENT FT, WORTH, Teo 5
STATE OF TEXAS §
COUNTY OF TARRANT §
esus is instrument was acknowledged before me on by
Assistant City Manager of the City of Fort Worth, off be alf of the City
of Fort Worth.
I - A- -A A 92,4A,,..,
TRIKINYA L. JOHNSON
1 Notory Public,
state of Texos Notary MAC, S of Texas
`= My Commission Expires
April 17, 2018
STATE OF TEXAS §
COUNTY OF TARRANT §
Before me, the undersigned authority on this Qt day of
Lk� , 2015, personally appeared Robert J. Betancur, known to
me to be the person whose name is subscribed to the foregoing instrument and
acknowledged to me that the same is the act of 17FW Limited Partnership, and that he
executed the same as its Vice-President of 17FW General LLC, its General Partner, and as
the act of such limited partnership and for the purposes and consideration expressed in the
foregoing instrument.
GAY L RODER
My Commission Expires TkkAary Pu lic, State of Texas
August 9,2018
s
STATE OF TEXAS §
COUNTY OF TARRANT §
TatenrWas cknowledged before me on �(-krLO—
Y authorize represf of the
Homeow e s Ass
zoo;--yeGc Cindy Pickett
Notary Public
'': ,''` STATE OF TEXAS
OF 12/10/2015 Notary Public, S a e o Texas
STORM WATER FACILITY MAINTENANCE AGREEMENT 6
EXHIBIT "A"
FACILITY LEGAL DESCRIPTION
STORM WATER FACILITY MAINTENANCE AGREEMENT 7
EXHIBIT "A"
"STORM WATER FACILITY"
BEING 6.069 acres of land, situated in the M.E.P. & P.R.R. Co. Survey Abstract No. 906
and the A. Robinson Survey, Abstract No. 1119, City of Fort Worth, Denton County,
Texas, and being a portion of a tract of land to 17FW LP, same being all of the future
Lot 49, Block 25 of Seventeen Lakes, A proposed Addition according to the deed filed
in Document Number 2014-82640, Real Property Records of Denton County, Texas
(R.P.R.D.C.T.) and being more particularly described by metes and bounds as follows:
BEGINNING at a 5/8 inch iron rod found on the east line of a tract of land described
by deed to Ruby Day recorded in Document Number 2012-34534 of the Real Property
Records of Denton County, Texas said point also being the southwest corner of a tract
of land described by deed to I Am One, Inc. recorded in Volume 4318, Page 1547 of
the Deed Records of Denton County, Texas and lying on the west line of said 17FW
tract;
THENCE North 89 degrees 05 minutes 44 seconds East, along the northwest line of
said 17FW tract and the southerly line of said I Am One tract and generally along a
fence, a distance of 89.22 feet to a 5/8 inch iron rod with cap stamped "SEMPCO"
found for an angle point in same;
THENCE North 60 degrees 50 minutes 54 seconds East, continuing along the northwest
line of said 17FW tract and the southerly line of said I Am One tract and generally
along a fence a distance of 397.12 feet to a point for corner lying on said northwest
line;
THENCE through the interior of said 17FW tract and along the proposed extents of said
proposed Lot 49 the following courses and distances;
South 37 degrees 09 minutes 26 seconds East a distance of 217.45 feet to a point
for corner at the beginning of a curve to the left;
with said curve to the left having a radius of 545.00 feet, a central angle of 25
degrees 09 minutes 45 seconds, an arc length of 239.35 feet, a chord bearing of
South 49 degrees 44 minutes 19 seconds East a distance of, 237.43 feet to a point
for corner at the beginning of a reverse curve to the right;
with said reverse curve to the right having a radius of 255.00 feet, a central angle of
15 degrees 45 minutes 04 seconds, an arc length of 70.10 feet, a chord bearing of
South 54 degrees 26 minutes 39 seconds East a distance of, 69.88 feet to a point
for corner;
South 46 degrees 34 minutes 07 seconds East a distance of 103.74 feet to a point
for corner at the beginning of a curve to the right;
with said curve to the right having a radius of 1175.00 feet, a central angle of 08
degrees 37 minutes 49 seconds, an arc length of 176.99 feet, a chord bearing of
South 35 degrees 08 minutes 00 seconds West a distance of, 176.82 feet to a point
for corner;
South 39 degrees 26 minutes 54 seconds West a distance of 141.10 feet to a point
for corner at the beginning of a curve to the right;
with said curve to the right having a radius of 80.00 feet, a central angle of 74
degrees 22 minutes 43 seconds, an arc length of 103.85 feet, a chord bearing of
South 76 degrees 38 minutes 16 seconds West a distance of, 96.71 feet to a point for
corner;
PAGE i OF 3
North 32 degrees 45 minutes 16 seconds East a distance of 119.10 feet to a point for
corner;
North 57 degrees 33 minutes 19 seconds West a distance of 258.51 feet to a point
for corner at the beginning of a curve to the left;
THENCE with said curve to the left having a radius of 2024.60 feet, a central angle of
05 degrees 45 minutes 39 seconds, an arc length of 203.57 feet, a chord bearing of
North 60 degrees 07 minutes 33 seconds West a distance of, 203.48 feet to a point
for corner;
South 26 degrees 59 minutes 37 seconds West a distance of 120.00 feet to a point
for corner;
North 63 degrees 13 minutes 55 seconds West a distance of 15.00 feet to a point for
corner;
North 26 degrees 32 minutes 32 seconds East a distance of 120.00 feet to a point
for corner at the beginning of a curve to the left;
with said curve to the left having a radius of 2024.60 feet, a central angle of 01
degrees 08 minutes 53 seconds, an arc length of 40.57 feet, a chord bearing of North
64 degrees 01 minutes 54 seconds West a distance of, 40.57 feet to a point for
corner;
North 64 degrees 36 minutes 21 seconds West a distance of 65.76 feet to a point for
corner;
South 87 degrees 14 minutes 07 seconds West a distance of 112.07 feet to a point
for corner;
THENCE South 53 degrees 02 minutes 31 seconds West a distance of 133.35 feet to a
point for corner lying on the aforementioned west line of said 17FW tract same being
the east line of said Ruby Day tract;
THENCE North 16 degrees 40 minutes 58 seconds East a distance of 221.32 feet to
the POINT OF BEGINNING containing 264,345 square Feet, or 6.069 acres of land.
*OF--..
.1........................
IAN J. ADDOX, R.P.L.S. #5430 BRIAN J. MADDOX
APRIL 15, 2015 "f"......••••••••••••
v;
<- 'POR5430 s p�OeQ`
BASIS OF BEARING:
THE BASIS OF BEARING FOR THIS SURVEY IS THE
TEXAS STATE PLANE, NORTH CENTRAL ZONE, NAD83
GEODETIC BEARING BASED ON GPS.
PAGE 2 OF 3
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EXHIBIT "B"
DESIGN SPECIFICATIONS
STORM WATER FACILITY MAINTENANCE AGREEMENT 8
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Exhibit "C"
CITY OF FORT WORTH STORM WATER FACILITY
OPERATION AND MAINTENANCE PLAN
The only responsibility the City of Fort Worth has in the operation and
maintenance of this Facility is inspection.
General Maintenance Procedures
The structural and functional integrity of the Facility shall be maintained at all
times by removing and preventing drainage interference, obstructions, blockages,
or other adverse effects into, through, or out of the system.
Periodic silt removal shall occur when standing water conditions occur or the
pond's storage volume is reduced by more than 10%. Silt shall be removed and
the pond/basin returned to original lines and grades shown on the approved
engineering plans. In addition, corrective measures are required any time a basin
does not drain completely within 72 hours of cessation of inflow. NO STANDING
WATER IS ALLOWED in basins designed for dry detention purposes.
Accumulated litter, sediment, and debris shall be removed every 6 months or as
necessary to maintain proper operation of the basin. Disposal shall be in
accordance with federal, state and local regulations.
Detention facilities shall be mowed monthly between the months of April and
October or anytime vegetation exceeds 12-inches in height.
To prevent debris from entering and clogging the downstream storm sewer
system a wire mesh screen or similar screening device shall be installed over the
outlet until final acceptance.
4. PREVENTIVE MAINTENANCE/INSPECTION
• Visual inspections of all components will be conducted every 6 months.
• A log shall be kept of maintenance actions, and inspections. The log
should document the condition of the detention system's primary
components, mowing, and silt, litter and debris removal dates. Document
aeration of the basin bottoms and replanting to prevent the sealing of the
basin bottom.
Written maintenance and repair records shall be maintained by the
party or parties signing the attached Agreement and shall be provided
to the City upon request.
STORM WATER FACILITY MAINTENANCE AGREEMENT 9
Exhibit "D"
Storm Water Structural Maintenance CHECKLIST
FREQUENT REPAIRS REPAIRS
INSPECTION DATE REQUIRED MADE NOTES
Mowing
Remove Trash and
debris
Inspect irrigation
system operation
Remove grass
clippings
Violations Noted
MINOR
INSPECTION
Condition of Pond
Amount of silt in
and
Amount of silt in
flume
Amount of ponded
water
Amount of wetland
vegetation
Location of Erosion
Percent of
vegetation
Condition of trash
guard
Location of Erosion
MAJOR
INSPECTIONS
Condition of Storm
Water Quality
Structure
Type of Storm
Water Quality
Structure
Structure type and
Condition
Condition of Rip-
STORM WATER FACILITY MAINTENANCE AGREEMENT 10
Ra
Condition of
filtration system
Berm or
Embankment
Settlement
Location of erosion
Evidence of
Animals
Evidence of Aquatic
life
Condition of
Aeration
Foundation
STORM WATER FACILITY MAINTENANCE AGREEMENT
MINUTES OF THE ORGANIZATIONAL MEETING
OF THE MANAGERS OF
17FW GENERAL LLC
A TEXAS LIMITED LIABILITY COMPANY
TIME AND PLACE
1. The following are the minutes of the first meeting of the Managers of 17FW
General LLC, a Texas limited liability company (the "Company") held in Grapevine, Tarrant
County,Texas, said meeting having been held on the call of the Organizer named in the Certificate
of Formation.
AUTHORITY TO ACT
2. Present at this meeting were C. Pat DiFonzo and Michelle Weber being the persons
named as the Initial Managers of the Company in its Certificate of Formation filed with the
Secretary of State of Texas.
CHAIRMAN
3. On motion duly made, C. Pat DiFonzo, was elected to act as Chairman of the initial
meeting of the Managers.
ACCEPTANCE OF CERTIFICATE OF FORMATION
4. The Certificate of Formation (the "Certificate") of the Company had been filed in
the Office of the Secretary of State of the State of Texas on June 18, 2014, and a Certificate of
Filing was issued on the same day. The Certificate was reviewed by the Managers of the Company.
On motion duly made, seconded, and unanimously adopted, the Certificate was accepted and
approved by the Managers and were placed in the minute book of the Company.
REGULATIONS
5. A document entitled 'REGULATIONS OF 17FW GENERAL LLC" was then
17FW GENERAL LLC-MINUTES OF THE ORGANIZATION MEETING PAGE 1
presented to the Managers for consideration. After review of such Regulations same were
unanimously:
RESOLVED, the Regulations presented to and considered at this meeting are
adopted as the Regulations and the Secretary of the Company is ordered to certify
a copy of such Regulations and insert them in the Minute Book of the Company;
the Secretary is further ordered to certify a copy of such Regulations and maintain
them in the principal office of the Company for the transaction of its business and
same shall be open for inspection by the Members at all reasonable times during
office hours.
MANAGERS
6. The number of Managers shall be between one(1) and three (3). All of the initial
managers being present, each accepted his or her appointment until their successors are duly
elected.
OFFICERS
7. The Chairman of the meeting then stated that nominations were in order for the
election of the Officers of the Company, which should be a Managing Member and other officers
as nominated by the Managers. Continuing,the following slate of Officers was nominated:
President & Treasurer - C. Pat DiFonzo
Executive Vice President& Secretary - Michelle Weber
Vice President - Robert Betancur
There being no other nominations,on motion duly made and carried the slate of Officers nominated
was duly elected until their respective successors are duly elected. Each officer so elected, being
present, accepted his office, subject to and conditional upon the following resolution continuing to
be in effect.
In this regard, pursuant to the terms of the Regulations, the initial Managers hereby adopt the
following resolution:
17FW GENERAL LLC-MINUTES OF THE ORGANIZATION MEETING PAGE 2
RESOLVED, that the Company shall indemnify and advance expenses to an
Officer of the Company to the same extent the Company shall indemnify and
advance expenses to Managers under Article VIII of the Regulations.
COMPENSATION
8. No Officer shall receive any compensation from the Company for acting as such
unless approved by a majority of the Members at a regular or special meeting of the Company;
provided any Officer may be reimbursed for expenses incurred on behalf of the Company upon
approval of a majority of the other officers.
MINUTE BOOK
9. The Chairman of the meeting presented a Minute Book of the Company containing
a copy of the Certificate and the Regulations approved by the meeting. On motion duly made,
seconded and unanimously adopted,it was:
RESOLVED,that (1)the Minute Book presented to this meeting by the Chairman
of the meeting is approved and adopted and the action of the Chairman of the
meeting in copying or inserting in it the Certificate and the Certificate and the
Regulations are ratified and approved, and (2) the Secretary is instructed to
authenticate the Minute Book,to retain custody of it,and to insert in it the Minutes
of this meeting and of other proceedings of the Members, Managers, and any
committees.
CERTIFICATES
10. The Chairman of the meeting presented a form of certificate to be used to represent
the Membership Interests to be issued by the Company. On motion duly made and adopted, it
was:
RESOLVED, that the form of certificates (copy of which is attached to these
Minutes) is hereby adopted by the Company to represent the Membership Interests
of the Company and that the certificates shall only be issued if signed by the
President and Secretary.
11. The Chairman then advised the consideration to be received for the Issuance of
Membership Interests. The Chairman of the meeting then expressed that the Company, for
17FW GENERAL LLC-MINUTES OF THE ORGANIZATION MEETING PAGE 3
consideration received would issue all of its Membership Interest for the stated consideration. On
motion duly made,seconded, and unanimously adopted,the following Membership Interests were
accepted and the consideration delivered and it was:
RESOLVED, that One Hundred Units of the Company's Membership Interest be
issued to the following persons in the following amounts for the consideration
specified:
Name,Address Commitment Membership Units
and Initial Capital
Contribution of
Each Member
DiFonzo GP LLC $100.00 100 Units
Initial Capital $100.00
TIN: 26-0151390
218 West Wall Street
Grapevine TX 76051
FISCAL YEAR
12. The matter of the adoption of a fiscal year was then considered. After discussion,
upon motion made and carried, the following resolution was adopted:
IT IS RESOLVED that the fiscal year end of this Company be and the same is
hereby fixed as of December 31 st of each year.
PRINCIPAL OFFICE
13. On motion made and unanimously approved, the following resolutions were
adopted:
RESOLVED, that the principal office of the Company shall be at Grapevine,
Tarrant County,Texas.
COMMENCING BUSINESS
14. The President announced that the consideration for the Membership Interests had
been received and that consequently the Company was able to commence and transact business
and incur indebtedness.
17FW GENERAL LLC-MINUTES OF THE ORGANIZATION MEETING PAGE 4
ORGANIZATIONAL EXPENSES
15. In order to provide for the payment of the expenses of forming and organizing the
Company,on motion made and unanimously carried,the following resolution was adopted:
RESOLVED, that the Managing Member of this Company be, and he is hereby
authorized and directed to pay the expenses of formation and organization of the
Company.
OTHER MATTERS
16. Discussion was had concerning the need of the Company to operate in accordance
with law, particularly respecting Withholding and Unemployment taxes; specifically discussed
was Internal Revenue Code Section 3403 concerning employer's liability for Withholding taxes
and Internal Revenue Code Section 6672 concerning the 100%penalty often imposed on Company
officers personally, for failure to comply.
PRIOR ACTS RATIFIED
17. On motion duly made and adopted,it was:
RESOLVED,that all the acts of all of the Organizer,Members,Managers,Officers,
and duly authorized Agents of 17FW General LLC heretofore done and or
performed, and should be and same are hereby ratified, confirmed and adopted by
the Company as duly authorized acts of this Company.
ADJOURNMENT
18. Since there was no further business to come before the meeting, on motion duly
made and carried, the meeting adjourned.
C. Pat DiFonzo, President
17FW GENERAL LLC-MINUTES OF THE ORGANIZATION MEETING PAGE 5
AUTHENTICATION OF MINUTES
17FW General LLC was organized under the laws of the State of Texas on June 18,2014.
This is the Minute Book of 17FW General LLC adopted by resolution of the Managers of the
Company at its first meeting effective as of June 18, 2014, in order to authenticate this Minute
Book,the Officers have signed same upon this date.
C�
C. Pat DiFonzo,President&Treasurer
C
. -L) �Txx,—
Mi le r, Exec V1P &Secretary
Betancur,Vice President
17FW GENERAL LLC-MINUTES OF THE ORGANIZATION MEETING PAGE 6
llNAi'� 4L �i�[g�e4�
CERTIFICATE NO. NO. OF UNITS
17FW General LLC
A TEXAS LIMITED LIABILITY COMPANY
This Certifies That is the
o wner of units of
interest ofthe abo ve Limited Liability Company transferable only on the books of the
Limited Liability Company by the holder hereof in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed, and is entitled to the
full benefits and privileges ofsuch membership subject to the duties and obligations
as more fully set forth in the Company's Regulations for this Limited Liability
Company. Transfer of these Units issubject to restrictionsin the books oftbe Limited
Liability Company.
In Witness Whereof The said Limited Liability Company has caused this
Certificate to be executed by its duly authorized Manager, this day o
AD.,
Manager
Doc-82640
**** Electronically Filed Document ****
Denton County
Cynthia Mitchell
County Clerk
Document Number: 2014-82640
Recorded As : ERX-WARRANTY DEED
Recorded On: August 18, 2014
Recorded At: 10:26:03 am
Number of Pages: 18
Recording Fee: $94.00
Parties:
Direct-SEVENTEEN LAKES LTD
Indirect-
Receipt
ndirect-
Receipt Number: 1197427
Processed By: Patsy Sallee
************ THIS PAGE IS PART OF THE INSTRUMENT ************
Any provision herein which restricts the Sale,Rental or use of the described REAL PROPERTY
because of color or race is invalid and unenforceable under federal law.
THE STATE OF TEXAS)
C� COUNTY OF DENTON)
. � 1 rimed eeen. LLat dts aly RECO was FILED is tie File Narier Denton on tie datNtlme
prirted saran,rd.r dW�RECORDED w the Official Raeordt o1 Daoloa Camry,Tesr.
C."Clark
l�8 � Demon Cora,Texas
Doc-82640
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU
MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION
FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST OF REAL PROPERTY
BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL
SECURITY NUMBER OR YOUR DRIVERS LICENSE NUMBER.
SPECIAL WARRANTY DEED WITH VENDOR'S LIEN
THE STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS THAT:
COUNTY OF DENTON §
SEVENTEEN LAKES, LTD., a Texas limited partnership (whether one or more,
"Grantor"),whose address is 3890 W.Northwest Highway, Suite 100, Dallas,Texas 75220, for and
in consideration of the sum of TEN AND N0/100 DOLLARS ($10.00), and other good and
valuable consideration paid by 17FW LIMITED PARTNERSHIP, a Texas limited partnership,
whose address is 218 West Wall Street, Grapevine, Texas 76051 (whether one or more, "Grantee'),
the receipt and sufficiency of which are hereby acknowledged, has GRANTED, BARGAINED,
SOLD and CONVEYED, and by these presents does hereby GRANT, BARGAIN, SELL and
CONVEY, unto Grantee all of that certain lot, tract or parcel of land situated in Denton County,
Texas, and being more particularly described in Exhibit A attached hereto (the"Land");
Of the consideration hereinabove recited, the sum of$13,455,000.00 has been loaned to
Grantee by Texas Capital Bank, National Association ("Mortgagee") whose address is 2350
Lakeside Blvd., Suite 800, Richardson, Texas 75082, at the special instance and request and on
behalf of Grantee upon the express promise of Grantee to repay to Mortgagee said sum with interest
thereon, as evidenced by a promissory note(the"Note") dated effective August 15, 2014, executed
by Grantee payable to Mortgagee in the principal sum$13,455,000.00, bearing interest at the rate or
rates and being payable in installments as therein provided. The Note is secured, in addition to the
vendor's lien retained herein and other security, by a Deed of Trust, Security Agreement and
Assignment of Rents dated effective August 15, 2014, executed by Grantee to John D. Hudgens,
Trustee for the benefit of Mortgagee, covering and affecting, among other property, the Property.
To secure the payment of the Note, Grantor hereby retains a vendor's lien and superior title against
the Property until the Note and all interest thereon are fully paid and satisfied according to the
Note's face, tenor, effect and reading and Grantor, for value received, does hereby TRANSFER,
ASSIGN and SET OVER, without recourse, unto Mortgagee, its legal representatives, successors
and assigns,said vendor's lien and superior title.
Page 1
Doc-82640
TOGETHER WITH any interest of Grantor in and to all rights, benefits, privileges,
easements (including all rights of ingress and egress to and from said Land), tenements,
hereditaments, appurtenances and interests thereon or appertaining thereto and including, without
limitation, all of Grantor's right, title and interest in the following, except to the extent related to
other property owned by Grantor as of the date of this deed and not being conveyed by this deed:
(i) all strips lying between such real property and other abutting real estate not owned by Grantor;
and (ii) any land lying in the bed of any street, road, or alley, open or proposed, adjoining such real
property, up to the centerline of such street, road, or alley, (iii) rights-of-way affecting the Land and
any of Seller's rights to use same (the Land, Improvements, fixtures, and all rights, benefits,
privileges, easements, tenements, hereditaments, appurtenances, and interests heretofore described
being hereinafter referred to as the"Property").
This conveyance is made subject and subordinate to the encumbrances and exceptions
("Permitted Exceptions") described in Exhibit B attached hereto, but only to the extent they validly
exist and affect the Property.
This conveyance is also subject to the reservation by Grantor of(i) all mineral rights under
the Property, including but not limited to oil, gas and other minerals, and (ii) all water rights with
respect to the Property (collectively the "Minerals"), but Grantor, on behalf of itself and its
successors and assigns, forever waives, releases and relinquishes any and all right Grantor or its
successors or assigns may have to use or occupy the surface of the Property to mine, drill, or
explore for, or to extract or develop or transport, such water or oil, gas or other minerals. Further,
Grantor acknowledges that in conducting operations with respect to the exploration for and
production, processing, transporting and marketing of the Minerals from all or any portion of the
Property, it will not use or occupy any portion of the surface of said Property for such purposes and
will not place any fixtures, equipment, buildings or structures on the surface of the Property for
such purposes; provided, however, nothing herein contained shall be construed (a) as waiving,
releasing or relinquishing the right,title or interest reserved herein to Grantor in and to the Minerals
in and under and that may be produced from the Property (other than such right to use or occupy the
surface), or (b) as preventing Grantor, its successors and assigns, or mineral lessees from (i)
exploring for, developing or producing all such Minerals by means or methods other than as
prohibited by the foregoing or following provisions, including, without limitation, directional
drilling under the Property from well sites located on tracts other than the Property(to points at least
100 feet below the surface of the Property), or(ii) including all or any portion of the Property in one
or more pools or units for purposes of exploring for, developing or producing such Minerals from
tracts other than the Property, or(c) as waiving, releasing or relinquishing any right, title or interest
Grantor may have with respect to the surface of the Property pursuant to any easement agreement or
other instrument recorded against the Property.
TO HAVE AND TO HOLD the Property, subject to the Permitted Exceptions, unto Grantee
and Grantee's successors and assigns, forever; and Grantor does hereby bind Grantor and Grantor's
successors and assigns to WARRANT and FOREVER DEFEND, all and singular, the Property,
subject to the Permitted Exceptions, unto Grantee and Grantee's successors and assigns, against
Page 2
Doc-82840
every person whomsoever Iawfully claiming or to claim the same or any part thereof, by,through or
under Grantor, but not otherwise.
Grantee, by its acceptance hereof, does hereby assume and agree to pay any and all ad
valorem taxes and special assessments pertaining to the Property for calendar year 2014 and
subsequent years, there having been a proper proration of ad valorem taxes for the current calendar
year between Grantor and Grantee.
BY ACCEPTING THIS DEED, GRANTEE ACKNOWLEDGES THAT (A) IT IS
EXPERIENCED IN ACQUIRING AND OWNING PROPERTIES SIMILAR TO THE
PROPERTY; (B) IT HAS THOROUGHLY INSPECTED ALL ASPECTS OF THE PROPERTY
TO ITS FULL SATISFACTION, AND GRANTEE IS RELYING SOLELY THEREON IN
MAKING ITS DECISION TO ACQUIRE THE PROPERTY; (C) EXCEPT FOR THE SPECIAL
WARRANTY OF TITLE CONTAINED IN THIS DEED, AND THE REPRESENTATIONS
CONTAINED IN THE REAL ESTATE SALE CONTRACT PURSUANT TO WHICH
GRANTEE IS ACQUIRING THE PROPERTY(THE"PURCHASE AGREEMENT"),GRANTOR
IS NOT MAKING, AND HEREBY SPECIFICALLY DISCLAIMS MAKING, ANY
WARRANTY, GUARANTY OR REPRESENTATION, OF ANY KIND OR CHARACTER,
WHETHER EXPRESS, IMPLIED, STATUTORY OR ARISING BY OPERATION OF LAW,
ORAL OR WRITTEN, CONCERNING THE PROPERTY, INCLUDING, WITHOUT
LIMITATION, AS TO (I) THE PHYSICAL AND ENVIRONMENTAL NATURE AND
CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER,
SOIL AND GEOLOGY, AND THE SUITABILITY THEREOF AND OF THE PROPERTY FOR
ANY AND ALL ACTIVITIES AND USES WHICH GRANTEE MAY ELECT TO CONDUCT
THEREON, AND THE EXISTENCE OF ANY ENVIRONMENTAL HAZARDS OR
CONDITIONS THEREON; (II) THE COMPLIANCE OF THE PROPERTY WITH ANY LAWS;
(III) THE ACCURACY OR COMPLETENESS OF ANY INFORMATION FURNISHED BY
GRANTOR TO GRANTEE WITH RESPECT TO THE PROPERTY; OR (1V) CONDITION,
HABITABILITY, MERCHANTABILITY, TENANTABILITY OR SUITABILITY OR FITNESS
FOR A PARTICULAR PURPOSE; (D) IT IS PURCHASING THE PROPERTY ON AN "AS IS"
BASIS, "WITH ALL FAULTS," AND WITH FULL KNOWLEDGE AND ACCEPTANCE BY
GRANTEE OF ALL MATTERS DISCLOSED IN ALL MATERIALS OBTAINED AND
INVESTIGATIONS PERFORMED BY GRANTEE WITH RESPECT TO THE PROPERTY; (E)
GRANTEE ASSUMES THE RISK THAT ADVERSE MATTERS, INCLUDING, WITHOUT
LIMITATION, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY EXIST
WITH RESPECT TO THE PROPERTY THAT IT HAS NOT DISCOVERED; AND (F) THERE
ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS, COLLATERAL
TO OR AFFECTING THE TRANSACTION CONTEMPLATED HEREBY, WHICH HAVE
BEEN MADE BY GRANTOR OR ANY THIRD PARTY.
IN THE EVENT THAT AFTER CLOSING ANY INVESTIGATION, REMOVAL,
ABATEMENT, REMEDIATION, OR OTHER CORRECTIVE ACTION IS REQUIRED AS A
RESULT OF THE PRESENCE OF ANY HAZARDOUS SUBSTANCES ON THE PROPERTY,
REGARDLESS OF WHEN SAME OCCURRED, GRANTEE AGREES THAT: (A) ANY SUCH
Page 3
Doc-82840
ACTION WILL BE PERFORMED BY GRANTEE AT GRANTEE'S SOLE COST AND
EXPENSE, AND (B) THE GRANTOR HAS NO DUTY OR OBLIGATION TO PERFORM OR
CAUSE TO BE PERFORMED ANY SUCH ACTION. GRANTEE FURTHER
ACKNOWLEDGES AND AGREES THAT GRANTEE, FOR ITSELF, AND ITS SUCCESSORS
AND ASSIGNS, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES,
RELEASES, AND RELINQUISHES GRANTOR FROM ANY AND ALL CLAIMS OR RIGHTS
OF CONTRIBUTION (INCLUDING ANY RIGHT TO CONTRIBUTION UNDER 42 U.S.C.
9613(F)) THAT GRANTEE OR ITS SUCCESSORS, REPRESENTATIVES OR ASSIGNS NOW
HAS OR MAY HAVE AGAINST THE GRANTOR, ITS PARTNERS, PRINCIPALS,
AFFILIATES, AGENTS OR EMPLOYEES BY REASON OF THE PRESENCE OF ANY
HAZARDOUS SUBSTANCE ON THE PROPERTY (WHETHER KNOWN OR UNKNOWN,
LATENT OR PATENT).
WITHOUT LIMITING THE FOREGOING, GRANTEE UNCONDITIONALLY AND
IRREVOCABLY RELEASES GRANTOR FROM ALL CLAIMS, DEMANDS, ACTIONS,
LIABILITIES, LOSSES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION,
REASONABLE ATTORNEYS' FEES) RELATED TO THE PHYSICAL OR
ENVIRONMENTAL CONDITION OF THE PROPERTY INCLUDING, WITHOUT
LIMITATION, ANY CLAIMS UNDER ANY ENVIRONMENTAL LAWS.
"ENVIRONMENTAL LAWS" INCLUDES, BUT IS NOT LIMITED TO, THE RESOURCE
CONSERVATION AND RECOVERY ACT (42 U.S.C. 6901, ET SEQ.), THE
COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY
ACT OF 1980, AS AMENDED BY THE SUPERFUND AMENDMENTS AND
REAUTHORIZATION ACT (42 U.S.C. 9601, ET SEQ.), THE CLEAN AIR ACT (42 U.S.C.
4701, ET SEQ.), THE EMERGENCY PLANNING AND COMMUNITY RIGHT-TO-KNOW
ACT (42 U.S.C. 1101, ET SEQ.), THE HAZARDOUS MATERIALS TRANSPORTATION ACT
OF 1974 (49 U.S.C. 1801, ET SEQ.), THE FEDERAL WATER POLLUTION CONTROL ACT
(33 U.S.C. 1251, ET SEQ.), THE FEDERAL INSECTICIDE, FUNGICIDE AND RODENTICIDE
ACT(7 U.S.C. 137, ET SEQ.), THE SAFE DRINKING WATER ACT (42 U.S.C. 3001, ET SEQ.),
AND THE TOXIC SUBSTANCE CONTROL ACT(15 U.S.C. 2601, ET SEQ.), AS ANY OF THE
SAME MAY BE AMENDED FROM TIME TO TIME, AND ANY COMPARABLE OR
SUCCESSOR PROVISIONS OF FEDERAL, STATE OR LOCAL LAW.
Notwithstanding the foregoing, the release set forth in this Deed will not apply (i) to the
extent that Grantor had actual knowledge of the existence of such hazardous substance on the
Property and failed to disclose it to Grantee prior to the date hereof, or(ii) to the extent Grantor was
responsible for bringing the hazardous substance onto the Property or causing the release of such
hazardous substance, or (iii) to obligations arising out of the ownership by Grantor of property
immediately adjacent to the Property, or (iv) to a breach of any of Grantor's representations,
warranties, covenants or agreements under the Purchase Agreement or any other documents
executed by Grantor simultaneously with or after the date of this Deed.
SIGNATURES ON FOLLOWING PAGE
Page 4
Doc-62640
EXECUTED as of the ►5"* day of August,2014.
GRANTOR:
SEVENTEEN LAKES, LTD.,
a Texas limited partnership
By: Trey-Moore Development, LLC,
a Texas limited liability company,
its Co-Managing General Partner
By. _.----
Maurice E. Moore, III, Manager
By: PBBM Investments, LLC,
a Texas limited liability company
its Co-Managing General Partner
By:
Z-1—
Brad Ayres, Vice President
Page 5
Doc-82840
ACKNOWLEDGMENTS
STATE OF TEXAS §
COUNTY OF DALLAS §
This instrument was acknowledged before me on the J�day of August, 2014, by Maurice
E. Moore, III, Manager of Trey-Moore Development, LLC, a Texas limited liability company, as
the Co-Managing General Partner of Seventeen Lakes, Ltd., a Texas limited partnership, on behalf
of said company and partnership.
G1ANE M TWEBAUD 116- 1
? r
��,,,,�� - Noary Publu:, State of Texas
My Co.-rimission Expires Notary Public, State of Texas
July 11, 2018
My Commission xpires:
--11 at
(SEAL)
STATE OF TEXAS §
COUNTY OF DALLAS §
This instrument was acknowledged before me on the eday of August, 2014, by Brad
Ayres, Vice President of PBBM Investments, LLC, a Texas limited liability company, as the Co-
Managing General Partner of Seventeen Lakes, Ltd., a Texas limited partnership, on behalf of said
company and partnership.
l,Li�C �• .� � �(,lkc�
Notary Public, State of Texas
My Commission Expires:
--I jy l �
(SEAL)
DIANE M TNIEBAUD
Notary Public,S!ve of TFxas
My Commission Ex-pires
July 11, 2018
Page 6
Doc-82640
EXHIBIT A
LEGAL DESCRIPTION
TRACT 1:
BEING a tract of land situated in the M.E.P. & P.R.R. Survey, Abstract No. 906 and the A.
Robinson Survey, Abstract No. 1119, situated in Denton County, Texas and being a portion of a
called 200.005 acre tract of land to Terra/Chadwick, LTD. recorded in Volume 4420, Page 1392 of
the Real Property Records of Denton County, Texas, and being more particularly described as
follows:
Beginning at a 5/8 inch iron rod with cap stamped "R.P.L.S. 5430" set for the southwest corner of
19,287 square feet right-of-way dedication dedicated by Seventeen Lakes recorded in Document
Number 2013-239 of the Plat Records of Denton County, Texas, also lying on the south line of said
Tract 1 and lying on the north line of Henrietta Creek Road, a variable width right-of-way;
THENCE North 89 degrees 58 minutes 21 seconds West, along the south line of said Tract 1 and
the north line of said Henrietta Creek Road, a distance of 961.71 feet to a 5/8 inch iron rod found
for corner;
THENCE North 41 degrees 42 minutes 40 seconds West, leaving said Henrietta Creek Road along
the common line of said Tract I and Henrietta Creek Estates (unrecorded addition),and generally
along a fence, a distance of 114.15 feet to a 5/8 inch iron rod with cap stamped "T.N.P." found at an
angle point in same;
THENCE North 41 degrees 07 minutes 16 seconds West, continuing along the common line of said
Tract 1 and said Henrietta Creek Estates (unrecorded addition),and generally along a fence, a
distance of 2709.46 feet to a 3/4 inch iron rod found for the common corner of said Tract 1 and the
southeast comer of a tract of land described by deed to Ruby Day recorded in Document Number
2012-34534 of the Real Property Records of Denton County, Texas;
THENCE North 16 degrees 40 minutes 58 seconds East, along the west line of said Tract 1 and the
east line of said Ruby Day tract and generally along a fence, a distance of 917.63 feet to a 5/8 inch
iron rod with Yellow cap found on the northwesterly line of said Tract 1 also for the southwest
corner of a tract of land described by deed to I Am One, Inc. recorded in Volume 4318, Page 1547
of the Deed Records of Denton County, Texas;
THENCE North 89 degrees 05 minutes 44 seconds East, along the northwest line of said Tract 1
and the southerly line of said I Am One tract and generally along a fence, a distance of 89.22 feet to
a 5/8 inch iron rod with cap stamped "SEMPCO" found for an angle point in same;
THENCE North 60 degrees 50 minutes 54 seconds East,continuing along the northwest line of said
Tract 1 and the southerly line of said I Am One tract and generally along a fence a distance of
964.22 feet to a 3/8 inch iron rod found for the southeast comer of said I Am One tract and the
Exhibit A—Page 1
Doc-82640
southwest corner of a tract of land described by deed to Whigham Family Limited Partnership
recorded in Document Number 96-R0082877 of the Real Property Records of Denton County,
Texas, from which a 1/2 inch iron rod found bears North 25 degrees 50 minutes East, 0.20 feet;
THENCE North 89 degrees 08 minutes 45 seconds East,along the north line of said Tract 1 and the
south line of said Whigham Family Limited Partnership and generally along a fence, a distance of
1013.44 feet to a ''/z inch iron rod found lying on the westerly line of Seventeen Lakes, Blocks 1-13,
an addition to Denton County, Texas recorded in Cabinet W, Page 936 of the Plat Records of
Denton. County, Texas, from which a 5/8 inch iron rod with cap stamped "T.N.P." found bears
North 72 degrees 55 minutes 38 seconds East, 5.17 feet;
THENCE along the common line of said Seventeen Lakes Addition and this tract the following
courses and distances:
South 29 degrees 08 minutes 13 seconds East, a distance of 240.75 feet to a 5/8 inch iron rod with
cap stamped "T.N.P." found for comer;
South 60 degrees 50 minutes 43 seconds West, a distance of 10.00 feet to a 5/8 inch iron rod with
cap stamped "T.N.P." found for corner;
South 29 degrees 08 minutes 13 seconds East, a distance of 353.71 feet to a 5/8 inch iron rod with
cap stamped "T.N.P." found for corner;
South 46 degrees 25 minutes 01 seconds East, a distance of 183.46 feet to a 5/8 inch iron rod with
cap stamped "R.P.L.S. 5430" set for corner;
South 65 degrees 35 minutes 53 seconds East, a distance of 269.46 feet to a 5/8 inch iron rod with
cap stamped "R.P.L.S. 5430" set for the south corner of said Seventeen Lakes Addition also for the
northwest corner of Seventeen Lakes, Lot 1, Block 14, Lots 1-46, Block 15, Block 16, Lots 1-12,
Block 17 and Lot 1, Block 18, an addition to Denton County, Texas recorded in Document Number
2013-239 of the Plat Records of Denton County, Texas;
THENCE along the common line of this tract and last mention Seventeen Lakes Addition the
following courses and distances:
North 24 degrees 24 minutes 07 seconds East, a distance of 130.07 feet to a 5/8 inch iron rod with
cap stamped "R.P.L.S. 5430" set for corner;
South 65 degrees 35 minutes 53 seconds East, a distance of 146.50 feet to a 5/8 inch iron rod with
cap stamped "R.P.L.S. 5430" set for the beginning of a curve to the right;
with said curve to the right with a radius of 470.00 feet, a central angle of 09 degrees 16 minutes 52
seconds, an arc length of 76.13 feet, and a chord which bears South 60 degrees 57 minutes 27
Exhibit A—Page 2
Doc-82640
seconds East, a chord length of 76.05 feet to a 5/8 inch iron rod with cap stamped "R.P.L.S. 5430
set for corner;
South 25 degrees 10 minutes 58 seconds West, a distance of 142.23 feet to a 5/8 inch iron rod with
cap stamped "T.N.P." found for the beginning of a curve to the right;
THENCE with said curve to the right with a radius of 330.00 feet, a central angle of 51 degrees 47
minutes 13 seconds, an arc length of 298.27 feet, and a chord which bears South 26 degrees 46
minutes 14 seconds East, a chord length of 288.22 feet to a 5/8 inch iron rod with cap stamped
"T.N.P."found for corner;
South 00 degrees 52 minutes 38 seconds East, a distance of 234.05 feet to a 5/8 inch iron rod with
cap stamped "R.P.L.S. 5430" set for corner;
North 89 degrees 07 minutes 22 seconds East, a distance of 140.00 feet to a 5/8 inch iron rod with
cap stamped "R.P.L.S. 5430" set for corner;
South 00 degrees 52 minutes 38 seconds East, a distance of 123.03 feet to a 5/8 inch iron rod with
cap stamped "R.P.L.S. 5430" set for corner;
South 89 degrees 07 minutes 22 seconds West, a distance of 175.42 feet to a 5/8 inch iron rod with
cap stamped "T.N.P." found for comer;
South 00 degrees 52 minutes 38 seconds East, a distance of 60.00 feet to a 5/8 inch iron rod with
cap stamped "T.N.P." found for comer;
South 29 degrees 28 minutes 35 seconds East, a distance of 136.68 feet to a 5/8 inch iron rod with
cap stamped "T.N.P." found for comer;
North 89 degrees 07 minutes 22 seconds East, a distance of 110.00 feet to a 5/8 inch iron rod with
cap stamped "T.N.P." found for comer;
South 00 degrees 52 minutes 38 seconds East, a distance of 295.17 feet to a 5/8 inch iron rod with
cap stamped "T.N.P." found for corner;
South 44 degrees 07 minutes 22 seconds West, a distance of 14.14 feet to a 5/8 inch iron rod with
cap stamped "T.N.P." found for comer;
South 89 degrees 07 minutes 22 seconds West,a distance of 5.00 feet to a 5/8 inch iron rod with cap
stamped "T.N.P." found for corner;
South 00 degrees 52 minutes 38 seconds East, a distance of 15.00 feet to a 5/8 inch iron rod with
cap stamped "T.N.P." found for corner;
Exhibit A—Page 3
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North 89 degrees 07 minutes 22 seconds East,a distance of 5.00 feet to a 5/8 inch iron rod with cap
stamped "T.N.P." found for corner;
South 00 degrees 52 minutes 38 seconds East, a distance of 35.00 feet to a 5/8 inch iron rod with
cap stamped "T.N.P." found for corner;
South 45 degrees 52 minutes 38 seconds East, a distance of 14.14 feet to a 5/8 inch iron rod with
cap stamped "T.N.P." found for corner;
South 00 degrees 52 minutes 38 seconds East, a distance of 230.00 feet to a 5/8 inch iron rod with
cap stamped "T.N.P." found for corner;
South 44 degrees 07 minutes 22 seconds West, a distance of 14.14 feet to a 5/8 inch iron rod with
cap stamped "T.N.P." found for corner;
South 89 degrees 07 minutes 22 seconds West,a distance of 5.00 feet to a 5/8 inch iron rod with cap
stamped "T.N.P." found for corner;
South 00 degrees 52 minutes 38 seconds East, a distance of 15.00 feet to a 5/8 inch iron rod with
cap stamped "T.N.P." found for corner;
North 89 degrees 07 minutes 22 seconds East, a distance of 5.00 feet to a 5/8 inch iron rod with cap
stamped "T.N.P." found for corner;
South 00 degrees 52 minutes 38 seconds East, a distance of 35.00 feet to a 5/8 inch iron rod with
cap stamped "T.N.P." found for corner;
South 89 degrees 07 minutes 22 seconds West, a distance of 110.00 feet to a 5/8 inch iron rod with
cap stamped "T.N.P." found for corner;
South 00 degrees 52 minutes 38 seconds East, a distance of 30.20 feet to a 5/8 inch iron rod with
cap stamped "T.N.P." found for the beginning of a curve to the right;
with said curve to the right with a radius of 414.22 feet,a central angle of 51 degrees 50 minutes 27
seconds, an arc length of 374.78 feet, and a chord which bears South 27 degrees 30 minutes 48
seconds West, a chord length of 362.13 feet to a 5/8 inch iron rod with cap stamped "T.N.P." found
for corner;
South 50 degrees 05 minutes 24 seconds West, a distance of 156.87 feet to a 5/8 inch iron rod with
cap stamped "T.N.P." found for corner;
South 09 degrees 37 minutes 32 seconds West, a distance of 183.06 feet to a 5/8 inch iron rod with
cap stamped "T.N.P." found for the beginning of a curve to the right;
Exhibit A—Page 4
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with said curve to the right with a radius of 1025.00 feet, a central angle of 03 degrees 31 minutes
28 seconds, an arc length of 63.05 feet, and a chord which bears South 78 degrees 35 minutes 36
seconds East, a chord length of 63.04 feet to a 5/8 inch iron rod with cap stamped "T.N.P." found
for corner;
South 76 degrees 49 minutes 53 seconds East, a distance of 59.33 feet to a 5/8 inch iron rod with
cap stamped "T.N.P." found for the beginning of a curve to the left;
with said curve to the left with a radius of 540.00 feet, a central angle of 05 degrees 18 minutes 42
seconds, an are length of 50.06 feet, and a chord which bears South 10 degrees 45 minutes 05
seconds West, a chord length of 50.04 feet to a 5/8 inch iron rod with cap stamped "T.N.P." found
for comer,
North 76 degrees 49 minutes 53 seconds West, a distance of 61.44 feet to a 5/8 inch iron rod with
cap stamped "T.N.P." found for the beginning of a curve to the left;
with said curve to the left with a radius of 975.00 feet, a central angle of 07 degrees 38 minutes 51
seconds, an arc length of 130.14 feet, and a chord which bears North 80 degrees 39 minutes 18
seconds West, a chord length of 130.04 feet to a 5/8 inch iron rod with cap stamped "T.N.P." found
for corner,
South 05 degrees 32 minutes 35 seconds West, a distance of 185.13 feet to a 5/8 inch iron rod with
cap stamped "T.N.P." found for corner;
South 25 degrees 53 minutes 17 seconds East, a distance of 78.11 feet to a 5/8 inch iron rod with
cap stamped "T.N.P." found for corner;
South 00 degrees 00 minutes 11 seconds West, a distance of 92.33 feet to a 5/8 inch iron rod with
cap stamped "T.N.P." found for corner;
South 19 degrees 11 minutes 23 seconds West, a distance of 88.88 feet to a 5/8 inch iron rod with
cap stamped "T.N.P." found for corner;
South 00 degrees 01 minutes 39 seconds West, a distance of 69.90 feet to the POINT OF
BEGINNING, containing 7,945,278 square feet, or 182.399 acres of land. Save and Except the
property deeded to Bradley Warren Ayers recorded in Document Number 2004-28796, Real
Property Records of Denton County, Texas, and the property deeded to Robert Christopher Soper
recorded in Document Number 2004-28798, Real Property Records of Denton County, Texas, and
the property deeded to Scott Randy Brown recorded in Document Number 2004-28797, Real
Property Records of Denton County,Texas.
Exhibit A—Page 5
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TRACT 2:
Lots 2-5, Block 1; Lots 5 and 7, Block 5; Lots 1, 9 and 10, Block 12; and Lots 2, 3 and 11, Block
13, in SEVENTEEN LAKES, an Addition to the City of Fort Worth, Denton County, Texas,
according to the Plat thereof recorded in Cabinet W, Page 936, Plat Records of Denton County,
Texas.
TRACT 3:
Lots 45 and 46, Block 15; Lots 1, 11 and 12,Block 17 in SEVENTEEN LAKES, an Addition to the
City of Fort Worth, Denton County, Texas, according to the Plat filed 08/23/2013, recorded in cc#
239-2013,Plat Records of Denton County,Texas.
Exhibit A—Page 6
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EXHIBIT B
PERMITTED EXCEPTIONS
1. The following restrictive covenants of record itemized below(We must either insert specific
recording data or delete this exception):
Restrictive covenants described in instrument filed 01/14/2014, recorded in 2014-3756, Real
Property Records, Denton County, Texas; together with instrument filed 01/28/2014,
recorded in cc# 2014-7539, Real Property Records, Denton County, Texas and Dedicatory
Instruments filed 04/25/2014, recorded in cc# 2014-36905 and cc# 2014-36906, Real
Property Records, Denton County, Texas. (Affects Tracts 2 and 3)
2. Standby fees, taxes and assessments by any taxing authority for the year 2014, and
subsequent years; and subsequent taxes and assessments by any taxing authority for prior
years due to change in land usage or ownership.
3. Terms, provisions, conditions, obligations, assessments and liens contained in
instrument filed 01/14/2014, recorded in cc# 2014-3756, Real Property Records
of Denton County, Texas; together with instrument filed 01/28/2014, recorded in cc# 2014-
7539, Real Property Records, Denton County, Texas and Dedicatory Instruments filed
04/25/2014, recorded in cc# 2014-36905 and cc# 2014-36906, Real Property Records,
Denton County,Texas. (Affects Tracts 2 and 3)
4. Terms, provisions, and conditions of Surface Use Agreement - Pad Site #2, filed
07/31/2007, recorded in cc# 2007-90934, Real Property Records, Denton County, Texas. As
shown on survey of Brian J. Maddox, R.P.L.S. 45430,dated 05/20/2014. (Affects Tract 1)
5. Easement granted by Seventeen Lakes, Ltd., to Devon Energy Production Company LP, et
al, filed 07/31/2007, recorded in cc# 2007-90935, Real Property Records, Denton County,
Texas. As shown on survey of Brian J. Maddox, R.P.L.S. #5430, dated 05/20/2014. (Affects
Tract 1)
6. Easement granted by Seventeen Lakes, Ltd., to the City of Fort Worth, filed 03/11/2013,
recorded in cc# 2013-28751, Real Property Records, Denton County, Texas. As shown on
survey of Brian J. Maddox, R.P.L.S. #5430,dated 05/20/2014. (Affects Tract 1)
7. All easements and building lines, as shown on plat(s)recorded in Cabinet W, Page 936, Plat
Records, Denton County, Texas, (Tract 2); and recorded in cc# 239-2013, Real Property
Records, Denton County, Texas,(Tract 3).
8. Terms, provisions, and conditions of Storm Water Facility Maintenance Agreement, filed
06/17/2013, recorded in cc#2013-73276, Real Property Records, Denton County, Texas. As
shown on survey of Brian J. Maddox,R.P.L.S. #5430, dated 05/20/2014. (Affects Tract 1)
Exhibit B—Page 1
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9. Easement granted by O.A. Albright to Lone Star Gas Company, filed 10/26/1950, recorded
in Volume 364, Page 576, Real Property Records, Denton County, Texas. (Affects Tract 1,
Lots 2 and 3, Block 13, and Lot 10, Block 12, all in Tract 2)
As partially released and defined by instrument filed 07/16/1984, recorded in Volume 1443,
Page 484,Real Property Records, Denton County, Texas.
10. Easement granted by Henry B. Taylor and wife, Ola C. Taylor to Southwestern Bell
Telephone Company, filed 01/30/1959, recorded in Volume 443, Page 529, Real Property
Records, Denton County, Texas. As shown on survey of Brian J. Maddox, R.P.L.S. 45430,
dated 05/20/2014. (Affects Tract 1)
11. Easement granted by Claretian Theological Seminary to Brazos Electric Power Cooperative,
Inc., filed 08/19/1980, recorded in Volume 1031, Page 277, Real Property Records, Denton
County, Texas. As shown on survey of Brian J. Maddox, R.P.L.S. #5430, dated 05/20/2014.
(Affects Tract 1)
12. Easement granted by Claretian Theological Seminary to Texas Power & Light Company,
filed 09/21/1981, recorded in Volume 1102, Page 460, Real Property Records, Denton
County, Texas. (Affects Tract 1)
13. Easement granted by Scott Bradley to Enserch Corporation, filed 04/06/1987, recorded in
Volume 2123,Page 790, Real Property Records, Denton County,Texas. (Affects Tract 1)
14. Mineral estate and interest in coal, lignite and other minerals together with all rights,
privileges and immunities thereto described in instrument filed 04/17/1937, recorded in
Volume 264, Page 288, Real Property Records, Denton County,Texas. (Affects All Tracts)
15. Mineral estate and interest in coal, lignite and other minerals together with all rights,
privileges and immunities thereto described in instrument filed 06/15/1951, recorded in
Volume 371,Page 90, Real Property Records, Denton County, Texas. (Affects All Tracts)
16. Mineral estate and interest in coal, lignite and other minerals together with all rights,
privileges and immunities thereto described in instrument filed 04/17/1997, recorded in cc#
97-R0025120,Real Property Records,Denton County, Texas.
As affected by Waiver of Surface Rights filed 04/17/1997, recorded in cc# 97-R0025121,
Real Property Records, Denton County, Texas, and Partial Release filed 07/31/2007,
recorded in cc# 2007-90936, Real Property Records, Denton County, Texas. (Affects All
Tracts)
17. Easement granted by JNC Enterprises, Ltd., to Texas Utilities Electric Company, filed
01/06/1998, recorded in Volume 4003, Page 309, Real Property Records, Denton County,
Texas. As shown on survey of Brian J. Maddox, R.P.L.S. #5430, dated 05/20/2014.
(Affects Tract 1)
Exhibit B-Page 2
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18. Easement granted by JNC Enterprises, Ltd., to the City of Fort Worth, filed 02/12/1999,
recorded in Volume 4276, Page 890, Real Property Records, Denton County, Texas. As
shown on survey of Brian J. Maddox, R.P.L.S. #5430, dated 05/20/2014. (Affects Tract 1)
19. Easement granted by Terra/Chadwick, Ltd., to the City of Fort Worth, filed 06/07/2004,
recorded in cc# 2004-73237, Real Property Records, Denton County, Texas. (Affects Lots
8-11, Block 15 -Tract 4 and Tract 1)
20. Easement granted by Terra/Brookstone, Ltd., f/k/a Terra/Chadwick, Ltd., to TXU Gas
Company, filed 04/15/2004, recorded in cc# 2004-48101, Real Property Records, Denton
County,Texas. As shown on survey of Brian J. Maddox, R.P.L.S. #5430, dated 05/20/2014.
(Affects Lot 10, Block 12 of Tract 2; and Tract 1)
21. Easement granted by Claretian Theological Seminary to Brazos Electric Power Cooperative,
Inc., filed 09/01/1981, recorded in Volume 1098, Page 541, Real Property Records, Denton
County, Texas. As shown on survey of Brian J. Maddox, R.P.L.S. #5430, dated 05/20/2014.
(Affects Tract 1)
22. Terms, provisions, and conditions of Boundary Line Agreement, filed 09/26/1986, recorded
in Volume 1989, Page 266, Real Property Records, Denton County, Texas. (Affects Tract
2)
23. Easement granted by Randell M. Day to the City of Fort Worth, filed 02/12/1999, recorded
in Volume 4276, Page 878, Real Property Records, Denton County, Texas. As shown on
survey of Brian J. Maddox, R.P.L.S. #5430,dated 05/20/2014. (Affects Tract 1)
24. Mineral lease together with all rights, privileges and immunities incident thereto, to Mitchell
Energy Company, L.P., Lessee, from John Clawson Albright, Lessor, described in
instrument filed 05/23/2001, recorded in Volume 4843, Page 839, Real Property Records,
Denton County, Texas. As affected by Extension of Oil, Gas and Mineral Lease filed
07/18/2003, recorded in Volume 5377, Page 2570, Real Property Records, Denton County,
Texas. (Affects All Tracts)
As affected by Waiver of Surface Rights filed 04/17/1997, recorded in cc# 97-R0025121,
Real Property Records, Denton County, Texas, and Waiver of Surface Rights and Partial
Release of Waiver of Surface Rights filed 07/31/2007, recorded in cc# 2007-90936, Real
Property Records, Denton County,Texas.
25. Mineral lease together with all rights,privileges and immunities incident thereto, to Mitchell
Energy Company, L.P., Lessee, from William A. Albright, Lessor, described in instrument
filed 05/23/2001, recorded in Volume 4843, Page 844, Real Property Records, Denton
County, Texas. As affected by Extension of Oil, Gas and Mineral Lease filed 07/18/2003,
recorded in Volume 5377, Page 2573, Real Property Records, Denton County, Texas.
(Affects All Tracts)
Exhibit B-Page 3
Doc-82640
As affected by Waiver of Surface Rights filed 04/17/1997, recorded in cc# 97-R0025121,
Real Property Records, Denton County, Texas, and Waiver of Surface Rights and Partial
Release of Waiver of Surface Rights filed 07/31/2007, recorded in cc# 2007-90936, Real
Property Records, Denton County, Texas.
26. Mineral lease together with all rights,privileges and immunities incident thereto, to Mitchell
Energy Company, L.P., Lessee, from Linda Susan Albright Thomas, Lessor, described in
instrument filed 05/23/2001, recorded in Volume 4843, Page 849, Real Property Records,
Denton County, Texas. As affected by Extension of Oil, Gas and Mineral Lease filed
07/18/2003, recorded in Volume 5377, Page 2576, Real Property Records, Denton County,
Texas. (Affects All Tracts)
As affected by Waiver of Surface Rights filed 04/17/1997, recorded in cc# 97-R0025121,
Real Property Records, Denton County, Texas, and Waiver of Surface Rights and Partial
Release of Waiver of Surface Rights filed 07/31/2007, recorded in cc# 2007-90936, Real
Property Records, Denton County,Texas.
27. Mineral lease together with all rights, privileges and immunities incident thereto, to Mitchell
Energy Company, L.P., Lessee, from Wilborn O. Albright and wife, Jeanne Clawson
Albright, Lessor, described in instrument filed 05/23/2001, recorded in Volume 4843, Page
854, Real Property Records, Denton County, Texas. As affected by Extension of Oil, Gas
and Mineral Lease filed 07/18/2003, recorded in Volume 5377, Page 2567, Real Property
Records, Denton County, Texas. (Affects All Tracts)
As affected by Waiver of Surface Rights filed 04/17/1997, recorded in cc# 97-R0025121,
Real Property Records, Denton County, Texas, and Waiver of Surface Rights and Partial
Release of Waiver of Surface Rights filed 07/31/2007, recorded in cc# 2007-90936, Real
Property Records, Denton County,Texas.
28. Mineral lease together with all rights,privileges and immunities incident thereto,to Mitchell
Energy Company, L.P., Lessee, from The Prospect Company, Lessor, described in
instrument filed 04/12/2001, recorded in Volume 4815, Page 2627, Real Property Records,
Denton County,Texas. (Affects All Tracts)
As affected by Waiver of Surface Rights filed 04/17/1997, recorded in cc# 97-R0025121,
Real Property Records, Denton County, Texas, and Waiver of Surface Rights and Partial
Release of Waiver of Surface Rights filed 07/31/2007, recorded in cc# 2007-90936, Real
Property Records,Denton County, Texas.
29. Mineral lease together with all rights, privileges and immunities incident thereto, to Devon
Energy Production Company, L.P., Lessee, from The Prospect Compancy, Lessor, described
in instrument filed 10/18/2005, recorded in cc# D205129705, Real Property Records,
Denton County, Texas. (Affects All Tracts)
Exhibit B-Page 4
Doc-82640
As affected by Waiver of Surface Rights filed 04/17/1997, recorded in cc# 97-R0025121,
Real Property Records, Denton County, Texas, and Waiver of Surface Rights and Partial
Release of Waiver of Surface Rights filed 07/31/2007, recorded in cc# 2007-90936, Real
Property Records,Denton County,Texas.
30. Mineral lease together with all rights, privileges and immunities incident thereto, to GGM
Exploration, Inc., Lessee, from North Dallas Brokers, Inc., Lessor, described in instrument
filed 06/04/2002, recorded in Volume 5099, Page 1112, Real Property Records, Denton
County, Texas. Title to said interest not checked subsequent to the date thereof. (Affects All
Tracts)
As affected by Waiver of Surface Rights filed 04/17/1997, recorded in cc# 97-R0025121,
Real Property Records, Denton County, Texas, and Waiver of Surface Rights and Partial
Release of Waiver of Surface Rights filed 07/3I/2007, recorded in cc# 2007-90936, Real
Property Records, Denton County,Texas.
31. Applicable building codes, ordinances, subdivision ordinances and regulations of
governmental authorities.
Exhibit B—Page 5
6129565.1/SP/15371/0109=0414