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Home My WebLink AboutContract 41483CITY SECRETARY u \ '\ o 2 CONTRACT NO . -=r ~ ~ _) - PUBLIC ACCESS EASEMENT AGREEMENT STATE OF TEXAS COUNTY OF TARRANT DATE: GRANTOR: GRANTOR'S MAILING ADDRESS: GRANTEE: GRANTEE'S MAILING ADDRESS: BENEFITTED PARTY: BENEFITTED PARTY'S MAILING ADDRESS: § § § __ t _!-'---t 1-.L..----' 2011 I TCP FARMS, L.P. 4849 Greenville Avenue Suite 1690 Dallas, Dallas County, Texas 75206 Attention: Charles Edwards CITY OF FORT WORTH 1000 Throckmorton Street Fort Worth, Texas 76102 Attention: Allison Gray Planning and Development Department KB HOME LONE STAR INC. 2845 West Airport Freeway, Suite 140 Irving, Texas 75062 Attention: Marcia Dillon Executive VP -Sales, Marketing & Studio CONSIDERATION: Ten and no/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged . EASEMENT PROPERTY: The area more fully described on Exhibit A ("Easement Property") attached hereto and incorporated herein for all purposes . PROJECT: Public access way, together with all appurtenances and incidental improvements, on the Easement Property, including ingress and egress as needed for construction and maintenance of the public access facilities (the "Improvements"), and continuing on to Phase 6 of the Valley Brook Subdivision (the Improvements and the further continuation of the public access way are sometimes collectively referred to herein as the "Project") and the right of permanent vehicular and pedestrian public access , and the right and privilege at any and all times to enter upon the Easement Property, or any part thereof, as is necessary to the proper use of any other right granted herein . Appurtenances and incidental improvements include, but are not limited to, curbs, gutters, aprons, inlets, and underground storm sewer facilities. Said Easement Property is being dedicated by Grantor to Grantee, subject to the provisions herein, to serve as a secondary point of public access to Phase 6 of the Valley Brook Subdivision (the "Benefitted Property") described on the attached Exhibit B . The owner of said Benefitted Property is KB HOME Lone Star Inc. ~~~@!:!:!~~~g OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Granter, for the Consideration paid to Granter, grants to Grantee a non-exclusive easement (the "Easement") in , upon , and across the Easement Property, according to the terms , conditions, and limitations expressed herein . The Benefitted Party will be solely responsible for the planning, construction , completion and costs of both the Improvements and the Project. The Benefitted Party will be solely responsible for repair and maintenance of the Improvements until the earlier of (a) the "Development Date " (hereinafter defined), or (b) the date the Improvements are ded icated as public right -of-way to the City of Fort Worth by Granter, its successors or assigns (the "Dedication Date "). The "Development Date " shall be the date upon which a certificate of occupancy is granted by the City of Fort Worth for a structure on Grantor's property , which property is more accurately described on attached Exhibit D ("Description of Grantor's Property"). It is distinctly understood and agreed that the Easement granted herein does not constitute a conveyance in fee of the Easement Property , nor of the minerals therein and thereunder, but grants only an easement subject to the following: a. All responsibilities of Benefitted Party described herein , including repair , maintenance, insurance, and indemnifications , shall automatically terminate on the Development Date (or the Dedication Date) solely for those events exclusively related to periods of time subsequent to such Development Date (or such Dedication Date , respectively), subject to the homeowner's association assuming respons ibility for maintenance responsibilities as further prov ided herein . Upon a termination by virtue of the Development Date , maintenance responsibilities for the Easement Property shall be shared by the Granter, or its successors or assigns , and the homeowner's association for Phase 6. Upon a termination by virtue of the Dedication Date , maintenance responsibilities for the Easement Property shall be assumed by the Grantee . Upon any sharing of the maintenance as provided herein , the Granter, or its successors or assigns , as one party , the homeowner's associat ion for Phase 6 of the Valley Brook Subdivision , as another party , will share responsibility pro rata for the costs to maintain the Improvements based on each party 's respective use of the Improvements , as determined by standard use-based and equivalent-single-axle-load-based vehicle trip generation calculations by the City of Fort Worth, or by a qual ified Traffic Engineer licensed to practice in the State of Texas and mutually selected by both Granter and Benefitted Party . The Benefitted Party shall ensure that the homeowner's association for Phase 6 assumes responsibility for its pro rata share of the maintenance responsibilities prior to such a termination as described in this subsection . Notwithstanding any other provision in this Easement , the responsibilities of Benefitted Party for repair, maintenance, insurance, and indemnifications for all periods prior to the Development Date shall not terminate . b. After completion of the Project , in the event Granter desires to materially relocate the Easement and Improvements , and said relocated facilities are provided which comply with City of Fort Worth specifications , and are acceptable to Grantee, the Benefitted Party agrees, that by Grantee 's accepting of said relocated Easement , to abandon all right, title, and interest of the Benefitted Party, in and to this Public Access Easement Agreement. Upon said relocation , maintenance responsibilities for the Easement Property shall be assumed by the Granter, its successors or assigns . As long as the City of Fort Worth recognizes the Easement Property as a secondary point of access for the Benefitted Property , said relocation shall be performed so as not to restrict the use of the Easement Property by the Benefitted Party or the City of Fort Worth , subject to sole and reasonable approval by the City of Fort Worth . c. The Easement is made subject to any and all existing easements , prescriptive rights , rights of way , leases , and subleases affecting the Easement Property, or any part thereof, whether of record or not, and all presently recorded matters that affect the Easement Property. The Easement is further made subject to all future easements, leases, and subleases to the extent the same do not unduly interfere with or materially disturb Grantee's use of the Easement Property. Specifically, without limitation, Granter may grant other access easements across the Easement Property to serve other properties, including , without limitation, Grantor's retained property. d. Granter expressly reserves all oil, gas, and other minerals owned by Granter, in , on , and under the Easement Property, provided that Granter shall not be permitted to drill or excavate for minerals on the surface of the Easement Property , but may extract oil , gas, or other minerals from and under the Easement Property by directional drilling or other means that do not materially interfere with or materially disturb Grantee's use of the Easement Property. e. There are no financial liens which will affect the title or right of the Granter to convey this easement to the Grantee for the purposes as described herein. If such condition does exist, a signature with acknowledgment shall be included and made a part of this document conveying the rights and privileges contained herein. f . Benefitted Party hereby agrees to indemnify and hold harmless Granter and its agents , partners, affiliates, and their respective officers , directors, employees, successors and assigns (the "Granter Parties") from and against any and all claims, demands, damages, expenses or causes of action specifically including, but not limited to, reasonable attorneys' fees and costs of suit paid or incurred by Granter Parties, that are caused by or arise out of acts or omissions of Benefitted Party, its agents, employees, representatives, or any other persons acting under its control or at its direction or request in connection with the Project. Benefitted Party's responsibility of indemnity shall apply regardless of any of the Granter Parties approval of plans or inspection, approval or acceptance of the Improvements and notwithstanding any limitation on the amount or type of damages or compensation payable by or for Benefitted Party under Workers' Compensation, Disability, or other employee benefit acts, the acceptance of insurance certificates required under this agreement, or the terms, applicability, or limitations of any insurance held by Benefitted Party. g . If, in exercising Benefitted Party 's rights in and to the Easement, Benefitted Party its agents, employees, representatives, or any other persons acting under its control or at its direction or request directly or indirectly causes any damage to the Easement Property out of acts or omissions not specifically provided by this Public Access Easement Agreement or any damage to any property of Granter Parties, or any other property appurtenant thereto, or any improvements located on any property of Granter Parties or on any other property appurtenant thereto, Benefitted Party shall, at Benefitted Party's sole cost and expense timely, but in no event later than thirty (30) days from the date the damage occurred, restore the Easement Property, all other such property, and/or such improvements to the original condition existing prior to the change or damage. h. Temporary Construction Easement. 1. Granter, for the Consideration paid to Granter, also grants to Grantee and Benefitted Party a temporary construction easement (the "Temporary Easement"), for the purpose of constructing the Improvements , in , upon, and across certain real property owned by Granter, more fully described on Exhibit C ("Temporary Easement Property") attached hereto and incorporated herein for all purposes. 2 Upon completion of the initial construction of the Improvements , Benefitted Party shall restore and clean the surface of the Temporary Easement Property as close to the condition in which it was found before such work was undertaken as is reasonably practicable . 3. This Temporary Easement will automatically terminate and revert to the Granter, free and clear of any right , title or interest in Grantee upon the earlier of the expiration of: (i) sixty (60) days after the date the City of Fort Worth finally accepts the Improvements under this Pub lic Access Easement Agreement ; or (ii) twenty-four (24) months following the execution of this instrument. i. Neither Granter or Granter Parties shall have any responsibility or liabil ity for the planning , preparation or construction of the Improvements , or any costs or expenses assoc iated therew ith. The Benefitted Party is solely responsible for the construction of the planning , preparation and construction of the Improvements and any costs or expenses associated therewith. Benefitted Party shall be responsible for ob tain ing all the necessary permits and approvals required for commencing, constructing and timely completing the Improvements. Written lien waivers with respect to all of Grantor's property shall be obtained by all contractors and subcontractors and delivered to Granter in advance of any portion of the construction of the Improvements being performed by said contractors or subcontractors . All work on the Improvements to be performed by Benefitted Party or its agents , employees, representatives or any other persons acting under its control or at its direction or request shall: 1. be done at the sole risk , cost and expense of Benefitted Party ; 2. be done in accordance with the applicable requirements of all Federal , state and local governmental and regulatory authorities having jurisdiction thereof including specifically , but without limitation , all safety regulations and environmental laws in connection with all its operat ions relating to this Agreement ; 3. be done in a manner as will not unreasonably interfere with access to the adjacent or rema inder property of Granter; 4. be constructed in accordance with the Agreed Plans and Specifications (as hereinafter defined). Should it be necessary for the actual construction of any portion of the Improvements to dev iate from Agreed Plans and Specifications , then Granter and Benefitted Party shall reasonably mutually agree upon and approve such deviations in writing; 5. be free of any and all material defects and conditions creat ing a hazard to public health or public safety; and, 6. be constructed in accordance with and meet the specifications associated with City of Fort Worth public road standards . j. Agreed Plans and Specifications. Benefitted Party is required to submit its construct ion plans (the "Plans ") for the Improvements to Granter sufficiently in advance of any construction , so that the Granter will have a reasonable opportunity to review , modify and approve said Plans , which approval shall not be unreasonably withheld. Upon the mutual agreement of both Granter and Benefitted Party on a set of Plans, as mod ified , and written approval by Granter of the Plans , such Plans shall be the "Agreed Plans and Specificat ions". In the event that the Granter fails to respond in writing within fourteen (14) days of a written request for a review of the Plans , then Granter shall be deemed to have approved such Plans. Any comments or suggested revisions that the Granter makes to the Plans must be reasonable as must any objections the Benefitted Party makes to any revision by Granter. k. Benefitted Party will not create or permit to be created or remain , and will discharge , at Benefitted Party's sole cost and expense , any and all liens, encumbrances or charges levied on account of any builder's , supplier's , mechanic's , laborer's , materialmen's or similar lien that does or might become a lien, encumbrance or charge upon the Easement Property or other property of Granter or any part thereof or the income derived therefrom , with respect to any work or serv ices performed or material furnished by or at the direction of Benefitted Party or related to the Improvements. If any such liens , encumbrances or charges shall at any time be filed against the Easement Property or the other property of Granter or any part thereof by reason of work or services performed or material furnished by or at the direction of Benefitted Party, its agents , employees , representatives , or any other persons acting under its control or at its direction or request , Benefitted Party within thirty (30) days after the filing thereof will cause the same to be fully discharged and released of record by payment , deposit, bond, order of a court of competent jurisdict ion or otherwise . I. Insurance Provisions -Benefitted Party. Benefitted Party shall obtain and maintain (through any combination of Commercial General Liability Insurance , umbrella/excess policies, and/or self-insurance subject to the criteria below), liability coverage with limits of no less than $1 ,000 ,000 per occurrence and $5 ,000,000 general aggregate and workers ' compensation insurance and commercial automobile liability insurance in the amounts set forth below, with insurance companies having an A.M . Best Rating of A-:IV or better, authorized to do business in the State of Texas . Benefitted Party shall deliver certificates of insurance reflecting the same upon Grantor's written request. All policies of insurance maintained by Benefitted Party with respect to insurance coverage under this Agreement will be provided to Granter, following reasonable written notice and request. The insurance policies required under this section shall name Granter as an additiona l insured ; shall reflect that Granter will receive prior written notice of cancellation or material change in coverage pursuant to the terms of the policy(ies); and shall reflect that the insurer has waived any right of subrogation against Granter. m. Insurance Provisions -Benefitted Party's Contractors. Benefitted Party shall cause its contractors (and require any subcontractors) to carry , at least the following insurance in the form , with insurance companies having an A.M. Best Rating of A-:IV or better, authorized to do business in the State of Texas , and in amounts (unless otherwise specified), as follows : 1. Workers ' Compensation Insurance with statutory limits , and Employer's Liab ility Insurance with limits of not less than $1,000 ,000 : Employers Liability -Each Accident Employers Liability -Each Employee Employers Liability -Policy Limit $1 ,000 ,000 $1 ,000,000 $1 ,000,000 Policies must include (a) Other States Endorsement to include TEXAS if business is domiciled outside the State of Texas , and (b) a waiver of all rights of subrogation and other rights in favor of Granter. 2. Commercial General Liability Insurance with limits of not less than : Each Occurrence Limit Medical Expenses (any one person) Personal & Advertising Injury General Aggregate Products -Completed Operations Aggregate $1 ,000 ,000 $10 ,000 $1 ,000 ,000 $1 ,000 ,000 $1 ,000 ,000 Explosion , Collapse and Underground (X, C & U) coverage; (d) Independent Contractors coverage ; provided , however, that with respect to the specific coverages listed in this sub-section 2 , other than the per occurrence and general aggregate limit , Grantee shall only be required to use its commercially reasonable efforts to obta in such coverages from its contractors and sub- contractors . 3. Commercial Automobile Liability Insurance covering all owned , non-owned or hired automobiles , with coverage for at least $1 ,000 ,000 Combined Single Limit Bodily Injury and Property Damage; provided that Granter acknowledges that Benefitted Party does not maintain "owned" auto coverage as it does not own any vehicles . 4. Builders' Risk Insurance . Benefitted Party shall maintain Builders' Risk Insurance or Installation Insurance on an all risk physical loss form in the contracted amount. Coverage shall continue until the construction on the Easement Property is completed and accepted by Grantee. Granter shall be a loss payee on the pol icy . If off-site storage is permitted, coverage shall include transit and storage in an amount sufficient to protect property being transported or stored . Policy must not exclude flood , flash flood or gully wash . 5 . Benefitted Party will deliver to Granter evidence satisfactory to Granter, in its reasonable discretion, evidencing the existence of all insurance promptly after the execution and delivery of this Public Access Easement Agreement and prior to the performance or continued performance of any services to be performed by a contractor under this Public Access Easement Agreement. 6. The insurance policies required in this Public Access Easement Agreement will be kept in force for the periods specified below: Commercial General Liability Insurance, Commercial Automobile and Liab ility Insurance, will be kept in force unti l the termination of this Agreement; and Workers' Compensation Insurance and Employer's Liability Insurance will be kept in force until all work on the Easement Property has been fully performed and accepted by Grantee . n. Granter shall be entitled to assign its rights hereunder, in whole or in part, without limitation. The terms of this Agreement and all rights of the Granter hereunder shall inure to the benefit of, and be enforceable by , the Grantor's personal or legal representatives , assignees , successors , heirs , distributes, devisees and legatees. o. Notwithstanding anything else in this Agreement , this Easement and right of way shall be considered void and abandoned upon the earlier of: (a) failure of the Benefitted Party to obtain Plan Commission approval of the Preliminary Plat for the Benefitted Property by November 30 , 201 O; or (b) failure to complete the Improvements by fifteen (15) months following the execution of this instrument. Upon any abandonment , Grantee shall furnish at its expense , upon receipt of written request from Granter, a release of the Easement and right of way and the Benefitted Party shall also furnish, at its expense , upon receipt of written request from Granter, a duly executed instrument relinquishing any and all rights to utilize the Easement. Any such reversion or any termination of the Easement shall not relieve the Benefitted Party of any liabilities or duties of indemnification for any actions or omissions prior to or related to such termination or reversion. Granter reserves the right to use and enjoy the Easement Property insofar as the exercise thereof does not endanger or unduly interfere with the Project. Granter specifically retains the right to add as many curb cuts to the public access way as are reasonably desired for the future development of its adjacent property. Granter also reserves the right to make curb cuts in order to have the access way serve as fire lanes and fire access to its adjacent property. This instrument, and the terms and conditions contained herein, shall inure to the benefit of and be bind ing upon Grantee, Granter, Benefitted Party, and their respective personal representatives, successors , and assigns. TO HAVE AND HOLD the possession of the Easement Property for the purposes and subject to the limitations described above , without covenants , warranties, or representations of any kind , express or implied , statutory, or otherwise ; all warranties or covenants that might arise by common law and the implied covenants in Section 5.023 of the Texas Property Code (or its successor) are excluded. Each party acknowledges that it and its counsel have rev iewed this Public Access Easement Agreement and that the normal rule of construction shall not be applicable and there shall be no presumption that any ambiguities will be resolved against the drafting party in interpretation of this Public Access Easement Agreement. When the context requires, singular nouns and pronouns include the plural. When appropriate , the term "Grantee" includes the employees and authorized agents of Grantee. [Signature pages follow .] GRANTOR: STATE OF TEXAS § § COUNTY OF DALLAS § BEFORE ME , the undersi~ed authority, a Notary Public in and for ,J he.,..S tate of Texas , on this day personally appeared ~1,u-( f"\. G-·j)._.JAP-iJS , ·\)K-s: d-\:3-({-" of TCP Farms , L.P., known to me to be the same person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was the act of TCP Farms, L.P. and t hat he/she executed the same as the act of said TCP Farms , L.P . for the purposes and considerat ion therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this l Lf\-t._ day of ,-:-- _v._A_~_l.'(_4_{l-_7-'~-· 2011 . Notary Public in and for the State of Texas GRANTEE: C ITY OF F ORT WORTH ~:~,4CL F emando C o sta Assist ant C ity Manager APPROVED AS TO FORM ANDrtEGALITY: ~ul~&t-~\~ 1 ASSISTANT CITY ATTORNEY ACKNOWLEDGEMENT STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME , the undersigned authority, a Notary Public in and for the State of Texas , on this day personally appeared Fernando Costa , Assistant City Manager of the City of Fort Worth , known to me to be the same person whose name is subscribed to the foregoing instrument , and acknowledged to me that the same was the act of the City of Fort Worth and that he/she executed the same as the act of the City of Fort Worth for the purposes and consideration therein expressed and in the capacity therein stated. ;{J GIVEN UNDER MY HAND AND SEAL OF OFFICE this c,(~ day of EVONIA DANIELS MY COMMISSION EXPIRES Ju~ 10, 2013 otary Public in and for the State of Texas OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX BENEFITTED PARTY: KB HOME LONE STAR INC . By ~ Name:Marci a Dillon Title: Executive VP -Sales , Marketing & Studio STA TE OF TEXAS § § COUNTY OF DALLAS § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas , on this day personally appeared Marcia Dillon , Executive V ice President -Sales , Marketing & Stud io of KB HOME Lone Star Inc., known to me to be the same person whose name is subscribed to the foregoing i nstrument, and acknowledged to me that the same was the act of KB HOME Lone Star Inc. and that she executed the same as the act of said KB HOME Lone Star Inc . for the purposes and consideration therein expressed and in the capacity the rein stated . GIVEN UNDER MY HAND AND SEAL OF OFFICE th is f ~ day of _j_~ ___ ___.,....,_,__,2011 . {J' TERRI K. ALLRED NOTARY PUBLIC STATE OF TEXAS My co mm. Exp . 05-20-2012 Exhibits Attached : A-1 -Legal Description of Easement Property A-2 -Drawing of Easement Property B -Benefitted Property C-1 -Legal Description of Temporary Easement Property C-2 -Drawing of Temporary Easement Property D -Description of Grantor's Property EXHIBIT A-1 LEGAL DESCRIPTION OF EASEMENT PROPERTY (attached) EXHIBIT "A-1" PACPERTY IESCAIPTI(}l STATE ~ TEXAS: CMTY ~ T AffiANT: BEING a tract of lcnd situated in the Jam Ecinonds Slrvey, Abstract No . 457, City of Fort Worth, Tarrant Crulty, Texas, being all of the LOWER 15' PIPELINE TRACT cnd a port i on of the SOUTH DRILLING SITE as described in deed to TCP FARMS. L.P . recorded in 0205220085 cnd 0205266370 , Deed Records, Tarrant Crulty, Texas (DATCT), and being IIIOC'e partirularly described as follows: Co+ENCING at a 1/2 " rebar cawed set at the intersection of the north line of North Tarrant Parkway (R,O .W. varies), with the east line of TRACT 14 as desO'ibed in deed to HILLWOOD/2500, LTD . recorded in Volune 9409, Page 1403, DRTCT, being the southwest ccrner of said LOWER 15 ' PIPELINE TRACT, from which a 5/8 " rebar with a damaged cap beers S 89 "36 · E, O .47 feet: TI-ENCE S 99 •49 ·21 · E, along the north line of said North Tarrant Parkway cnd the south line of said LOWER 15 ' PIPaIN: TRACT, a distcnce of 3.00 feet to the POINT ~ BEGThNING of the herein described tract of lcnd: HENCE N 00 •05·21 · W, departing the llCl'th line of said North Tarrant Parkway, traversing said LOWER 15 ' PIPELINE TRACT cnd said SOUTH DRILLING SITE. a distcnce of 1179 .95 feet to a point in the north line of said LOWER 15 ' PIPELINE TRACT and said SOUTH DRILLING SITE, cnd a south line of Valley Brook (Phase Cxle), an addition to the City of Fort Worth, Tarrant Crulty, Texas as recorded in Cabinet A, Slide 11446, Plat Records , Tarrant County , Texas. from which a 1/2 " rebar cawed set at the west southwest corner of said Valley Brook bears S 89 •53 '45 • W, 3 .00 feet; . Tl-ENCE N 89 "53 '45 " E, along the north line of said LOWER 15' PIPELINE TRACT cnd said SOUTH DRILLING SITE. and a south line of said Valley Brook, a distance of 27 .00 feet to the llCl'theast ccrner of the herein described tract of lcrld. from which a 3/4" rebar found bears N 89 "53 '45 ' E, 270 .31 feet: THENCE S 00 •05 '21 " E, departing the south line of said Valley Brook. traversing said SOUTH DRILLING SITE, a distcnce of 320.00 feet to the south line of said SOUTH DRILLING SITE; THENCE S 89 "53 '45 ' W, along the south line of said SOUTH DRILLING SITE. a distance of 15.00 feet to the east line of said LOWER 15 ' PIPELINE TRACT; n£NCE S 00 '05 '21 ' E, departing the south line of said SOUTH DRILLING SITE, along the east line of sa i d LOWER 15 · PIPELINE TRACT, a distcnce of 860.00 feet to a point in the north line of said North Tarrant Parkway at the southeast ccrner of said LOWER 15 · PIPELIN: TRACT; THENCE N 89 '49 '21 " W, along the north line of said North Tarrant Parkway and the south line of said LOWER 15' PI?aIN: TRACT, a distcnce of 12 .00 feet to the POINT ~ BEGINNOO and containing 18,960 square feet or 0.435 acre of lcnd . NOTE: The bearings hereon are referenced to the east line (S 00"05 '21 " El of TRACT 14 as described in Limited Warranty Deed to HILLW000/2500, LTD. recorded in Volune 9409, Page 1403, Deed Records, Tarrant Crulty, Texas . GOODWJINI ___ MAJ&SW,UL M CIVIL ENGINEERS -PlANNERS -SURVEYORS 2405 Mustang Ortw , Grapewl&, 1)(. 78051 Metro (817) 329-4373 ~. Scale 1 NONE Date 1 1/19/10 ''/l'""''"Job No. 1 10152 Draf led I T . J . M . Checked I J. S. B. 0 ~ (J) (J) w u u <( <l. u I- / (J) I- :E (J) 1 w / 0 (!) of 0 u / N 3 !!l Q / w EXHIBIT A-2 DRAWING OF EASEMENT PROPERTY (attached) EXHIBIT "A-2" GRAPHIC SCALE -----0 1";100' j 100 __ s_e~ ..... -+-1""" s_HEEr ~- MATCH LO 01 01 I" -- LINE .+----30' TEl4'Cf!AAY ACCESS EASEl4:NT 12' 0205220087 0205266371 O.A.T .C.T . PUBLIC ACCESS EASEMENT 18,960 SQ. FT . 0.435 ACRE CITY ~ FGlT HGlTH 15 ' PERWENT HATER MAIN EASEl4:NT 0206220094 DR.T .C.T . I I I \ I \ ,, I I \ I J / I I (\ \ I I \ I I \ \ I I I I I I I I I I ( ' ' ---JI ........... - ---------------I I _ _.__,__ - ---- LINE DATA LINE BEARING DISTANCE L1 S89 "49'21"E 3 .00 ' L2 N89 ·53 '45 "E 27 .00 ' L3 S89 '53 '45 "W 15 .00 ' L4 N89 '49 '21"W 12 .00 ' L5 S89 '53 '45"W 3 .00 ' GOODWJINI ____ MfflffAEL K CML ENGINEERS -PI.ANNEAS -SURVEYORS 2406 Mustang Dltw, Grapevine, TX. 78051 Metro (817) 329-4373 NORTH TARRANT PARKWAY (A. 0. W. VARIES) Scale1 1 "=100 · Date : 1/19/10 J . ~Job No. 1 10152 Drafted : T. J. M. Checked : J . S . B . 2 of 3 e 0.. If) If) w u u <! a.. u I- / If) I-:::. <I) w / 0 8 u / "' <() Q / w GRAPHIC SCALE .----0 EXHIBIT "A-2" 1"=100' 100 VALLEY BROOK ESTATESHOMEOWNERS ASSOCIATION, INC . l-+-+-30 · TEt4"~ARY ACCESS EASEMENT 0209070125 / I ! ! 020'3220087 D .R.T .C.T. I 0205266371 DR.T .C.T . / 15 ' PIPELINE EASEMENT LOT 7X, BLOCK 15 0205266371 (PHASE ONE) / I I L __ _ D.R .T .C.T . VALLEY BROOK / AEg~s~M~m~~~T CAB. A. SL . 11446 (PE R PLAT) P .R. T. C . T, ~--- 1 /:!.J · I I ROPOSED 21' PV6LIG STORM WATER FACILITY ~ J.... 1 11 AGGESS EASEMENT MAINTENANCE AGR EE MENT / ,D <./ / I (Bi SEf'ARATE INSTRUMENT) 'rl 8~2~f 6~~f oV £'!' ~ J....'/ I l;f 30' SANITARY / 5U1• 1" ci:· y---... sEwER EASEMENT/ ,,oflDS 4s1 :,..· / <PER PLAT) ., EDJY' r flo. ~ .... , I --poH1v s rf?.AC I c:i eo· I 'I ....____ --f..-......... AB !' ~ ci:' ~ I FLOODPLAIN~::-----. / --~ C :: ,' EASEMENT ;><.-....._ ........_ Q) / (PER PLA Tl -........_ --......_ / '::!,.I "' , .. ; 1/2'R.C.S . /I --~~;B~~1y .. ~-~~-/g ~~c~~ / PUBLIC ACCESS I -/ (1 Cl)' RAVEN LAKE /3 · ,t,:;;:'!l'-f.l' ll!e!---1 EASEMENT I cJ WA y / 1 18,960 SQ. FT. I / ,-------// / ~~ ~a 0.435 ACRE / ~ "> Ln Ln , I / (PHASE ONE) / ~<:;l""~ -0 '<o'?:-t ~ro"> Ol O O 1 1 1 I VALLEY BROOK / ~---~I.f...,,,~~· ,....: • ru + CAB . A. SL. 11446 v:o--J'~v .._,, SOUTH DRILLING SITE H-p v{ 0"'$0~:'·. ,.... g (T') 1JX2Ho!J3ll63°f; _ _ _ _ , R. T. C . ~· __ "5 <>· D .R. T .C . T. I / / TCP FARMS, L. P. 1 ~ 1¢• SOUTH DRILLING SITEI tl,.U . I .._«,,«,,~ 0205220085 / > u / ~":> 0205266370 c$: ~ '~~'<· D. R . T. C. T . 1 " ~ ri ~-~~ '\<-, AND I L..I en , ~~ ¥~"=> LOWER 15 ' PIPELINE TRACT I I ~ ~ a. I '<~ ~«::~<¢· 11-+..6-I------------__JI a: • I (o· ¥.n....S,_ -<..· < (T') ~ ~ ... "'<'~J'<:.,• L3 ~~y I _J~ ~ I ~<:.,~~~~<:.,<::{~i~· '\~~ .,_4}) < X ..., q; )' ~· ~· JI.-&.~---~ ~":> > 0 ~ ~ ~",~~ ;,~ '\"> I ci _j §:>~ '<\~ <:..\(o· I := ~ en (o · )·.f'b·c.,~. I < < I>~ ~"J~'. => c.,xl ,SS '< · ..,. q;· rx ai ~~ .1,'t,._.,.,. ~· \JI -ct .~-~v U .,.,¥' I I LINE I I rs~~2 \ \ LINE DATA LINE BEARING DISTANCE L1 S89 °49 '21 "E 3 .00 ' L2 N89 °53 '45 "E 27 .oo · L3 S89 °53 '45 "W 15 .00' L4 NB9 "49'21"W 12.00 ' L5 S89 °53 '45 "W 3 .00' GOODWllN! --~MARSJHIAE,L ~ Scale 1 1 " = 10 0 · Daie i 1/19/10 Job No .: 10152 Draf led, T. J.M. Checked : J . S . B . CML ENGINEERS -PlANNERS -SURVEYORS 2405 M~ Dltw, Grapeylne, TX. 78051 Metro (817) 329-4373 3 of 3 0 is. (/) (/) w u u <! a. u I- / (/) I-:::. (/) w / 0 " 0 u / N "' Q / w EXHIBIT B BENEFITTED PROPERTY (attached) EXHIBIT "B " PRCFERTY DESCRIPTI~ ST ATE CF TEXAS: COLMY OF TARRANT: BEING a tract of land situated in the JolT1 Elinonds Slrvey, Abstract No . 457, City of F<X't W<X'th. Tarrant Cou,ty, Texas. being that same tract of land as described in deed to KBl II PARTNERS, LTD. recorded in 0206015693, Deed Records, Tarrant COU1ty, Texas (OOTCT), and be ing more particularly described as follows: CDl+ENCING at a 1/2" rebar with a yellow plastic cap staffl)ed "Goodwin & Marshall " set (hereafter referred to as 112 · rebar capped set) at the west southwest corner of Valley Brook (Phase One), an addition to the City of ~ort W<X'th. Tarrant Cou,ty, Texas as rec<X'ded in Cabinet A. Slide 11446, Plat Records, Tarrc11t COU1ty, Texas (PRTCTJ. sai d point lying in the east l ine of TRACT 14 as described in deed to Hillwood/2500, Ltd. rec<X'ded in Volume 9409, Page 1403, OOTCT, from wh i ch a 1/2 " rebar c~ set at the location of a 5/8 " rebar wi th a yellow plastic cap staffl)ed "Carter-Bc.rgess " previously fCUld at the intersecti on of the north line of North Tarrc11t Parkway (Called 200· R.o .w. adjoining R.O .W. per Volune 12308. Page 1704, OOTCTJ. with the east line of said Hillwood/2500, Ltd . TRACT 14 bears S 00"05 '21 " E. 1179 .93 feet; TI-ENCE N 00 •05 '21 " W, along the east line of said Hillwood/2500, Ltd. TRACT 14 and the west line of said Valley Brook (Phase One), a distance of 34.53 feet to a 5/8 " rebar with a yellow plastic cap staffl)ed ·carter-&rgess " fCUld (hereafter referred to as 5/8 " rebar capped fCUld) at the most easterly southeast corner of said KBl II Partners, Ltd. tract, being the POINT CF BEGI1'.NING of the herein described tract of lcJld; TI-ENCE departing the west line of said Valley Brook (Phase One), along the southeasterly line of said KBL II Partners, Ltd . tract, as follows: S 40 "57 '21 " W, a distance of 416.36 feet (Deed 416.36 feet) to a 1/2" rebar capped set at the point of arvatlre of a orve to the left, having a radius of 515 .00 feet; Southwesterly, along said arve, having a central angle of 07 •53 '57", an arc distance of 71.00 feet (Deed 71.25 feet) and a chord that bears S 37 ·oo '23 • W, 70 .94 feet to a 112 • rebar capped set; Tl-ENCE N 59°59 '06 " w. non tangent to said CI.J"'ve. along the southwesterly line of said KBL II Partners, Ltd . tract, at a distance of 130 .60 feet (Deed 130.75 feet) passing a 5/8" rebar fCUld at the ncrtheast corner of Lot 1, Block A, Aventine At Parkway Add i tion, an addition to the City of F<X't W<X'th. Tarrant County, Texas as rec<X'ded in Cabinet A, Slide 9633, PRTCT, at a distance of 949 .19 feet passi ng a 5/8 " rebar capped fOUld at the northwest corner of said addition. continuing a total distance of 1070 .31 feet (Deed 1070.48 feet) to a 5/8 " rebar capped fOLrd in the southeasterly line of Lot 8, Block 3 of The Vineyards At Heritage, an addition to the City of Fort Wortl\ Tarrant COU1ty, Texas as recorded in Cabinet A. Slide 6723, PRTCT; . TI-E NCE along the southeasterly line of said Lot B, Block 3 and the westerly line of said KBL II Partners, Ltd. tract, as follows : N 47°05'32 " E. a distance of 1298.16 feet (Deed 1298.29 feet) to a 5/8 " rebar capped fOLfld; N 01 ·02 ·43· W, a distance of 330.86 feet (Plat & Deed 330 .78 feet) to a 5/8 " rebar capped fotnt, N 50 ·21 ·39 · E. a distance of 240.85 feet (Plat & Deed 240.81 feet) to a 5/8 " rebar capped fOU1d the most northerly ncrthwest ccn,er of said KBl II Partners. Ltd. tract; Tl-ENCE S 89 •44 '20 " E. along a south line of said Lot 8, Block 3 and the north line of said KBL II Partners, Ltd. tract, a di stance of 109 .73 feet (Plat & Deed 109.94 feet) to a 5/8 " rebar capped fCUld at the roost easterly southeast corner of said Lot 8, Block 3, said point lying in the west line of Valley Brook (Phase Three), an addition to the City of F<X't W<X'th. Tarrant COLnty, Texas as rec<X'ded in Cabinet A, Slide 11368, PRTCT. from which a stcne fOLnd an c11gle point in east line of said Lot 8, Block 3 bears N 00·05·21· w. 112728 feet (Plat 1126 .64 feett, Tl-ENCE S 00 ·05 ·21 • E. along the west line of said Valley Bred< (Phase Three), at a distance of 349.11 feet passing a 112· rebar capped set at the northwest ccrner of the termirus of Valley Stream Way (50' R.O.W.), at a distance of 399 .11 feet passing a 112 · rebar capped set at the southwest ccrner of the termirus of said Valley Strec111 Way, at a distance of 751.46 feet passing a 112· rebar capped set at the northwest ccrner of the termirus of Ridge Lake Drive (60 ' R.O.W.). at a distance of 811.46 feet passing a 1/2 " rebar capped set at the southwest ccrner of the termirus of said Ridge Lake Drive and the ncrthwest corner of the Amending Plat of Lot BX Block 12, Valley Brook. c11 addition to the City of F<X't W<X'th. Tarrant Cou,ty, Texas as · rec<X'ded in Cabinet A. Slide 12333. PRTCT, at a distance of 1366.94 feet passing the southwest comer of said addition and the most westerly northwest corner of sai d Valley Brook (Phase <:re) continuing a total di starce of 1532 .08 feet (Deed 1532.52 feet) to the POINT CF BEGI~ING · and containing 1162,369 square feet <X' 26 .684 acres of land . I- ~ ~ I- ;;; (!> ~ ~ GOODWIN! _ ____.MilllH[ALlL ~ CML ENGINEERS -PlANNERS -SURVEYORS 2406 Mustang Drlw, Grapeylne, TX. 76051 Metro (817) 329-4373 / Scale : NONE ~£..C?F .Ti-r~ She e t ~ Date : 1/19/10 4tc;'\i.<:.15TE.s>~'.:o> ~ ~.J. ~ Job No.: 10152 (:l :: ~L}tR~~:. ~o~ ~ Drafted : T . J .M. ~?'o/9 14c~t :n.. 1 ~ ~-f SSI ;,..J,.0'.0. 1 -Checked : J . S . B. 'D SiJR~t.~ ~ w EXHIBIT C-1 LEGAL DESCRIPTION OF TEMPORARY EASEMENT PROPERTY (attached) EXHIBIT "C-1 " PROPER TY OESCRIPTI(}'l TRACT 1 ST A TE CF TEXAS : Co..t-JTY CF T AfFIANT: BEING a tract of 1cm situated in the Jam Ecincrds Strvey, Abstract No . 457, City of Fort Worth, Tarrant Cru'lty, Texas, being a pcrticr, of the LOWER 15 ' PIPELN TRACT and a pcrtion of the SOUTH CJHLLING SITE as desa'ibed in deed to TCP F Afl.tS, LP. recorded in 0205220085 and 0205266370, Deed Reccrds. TarTant Cru'lty, Texas (OOTCT), and being mere particularly desa'ibed as follows: BEGINNING at a 1/2 " reba" c~d set at the intersection of the ncrth line of North TarTant Parkway (R .O.W. varies), with the east line of TRACT 14 as described in deed to HILLW000/2500, LTD .. recorded in Volune 9409, Page 1403, OOTCT, being the southwest comer of said LOWER 15' PIPELINE TRACT, from which a 5/8" reba" with a damaged cap bears S 89 '36 ' E, O .47 feet; THENCE N 00 '05 '21 " W, departing the ncrth line of said North Tarrant Parkway, along the east line of said HILLW000/2500. LTD . TRACT 14 and the west line of said LOWER 15' PIPELN TRACT, at a distance of 859 .93 feet passing the southwest corner of said SOUTH DRILLING SITE. ccr,tiooing a total distance of 1179.93 feet (Deed 1180 .00 feet) to a 1/2" rebar capped set at the ncrthwest comer of said LOWER 15 ' PIPELN TRACT and said SOUTH OOILLING SITE. and the west southwest corner of Valley Brook (Phase One), an addition to the City of Fort Worth, Tarrant Cru'lty, Texas as recorded in Cabinet A, Slide 11446, Plat Records, Tarrant CWlty, Texas, from which a 3/4" rebar fWld bears N 89 •53 •45 · E. 0.36 feet: THENCE N 89'53 '45 " E, along the ncrth line of said LOWER 15' PIPELINE TRACT cm said SOUTH DRILLING SITE, and a south line of said Valley Brook, a distance of 3 .00 feet to the northeast corner of the herein descr i bed tract of land, from which a 3/4 " rebar fWld bears N 89'53 '45 " E, 297 .31 feet; THENCE S 00 '05 '21' E. departing said south line of said Valley Brook, traversing said LOWER 15 ' PIPELN TRACT and said SOUTH OOILLING SITE. at · a distance of 320 .00 feet passing the south line of said SOUTH OOILLING SITE. continuing a total distance of 1179 .95 feet to the north line of said North TarTant Parkway and the south line of said LOWER 15 · PIPEL I NE TRACT; THENCE N 89 '49 '21 ' W, along the north line of said North Tarrant Parkway and the south line of said LOWER 15 ' PIPELN TRACT, a distance of 3 .00 feet to the POINT CF BEG~ING and containing 3,540 square feet or 0 .081 acre of land. NOTE: The bearings hereon are referenced to the east line (S 00'05 '21' El of TRACT 14 as described in Limited Warranty Deed to HILLWCXXl/2500, LTD. recorded in Volune 9409, Page 1403, Deed Records, TarTant CWlty, Texas. (Gj OODWThf I __ _..MMSffAK,K, ~ CML ENGINEERS -PlANNERS -SURVEYORS 2405 Muatang DIMI, Grapevine, lX. 78051 Metro (817) 329-4373 Scale : NONE Date : 1/19/10 ~.J. gcvdi;v Job No. 1 10152 Drafted : T. J .M. Checked : J. S. B. 0 ~ f- !J:i 0 u EXHIBIT "C-1" PFOPERTY OESOUPTI~ TRACT 2 ST ATE CF TEXAS : Co..NTY CF TARRANT: BEING a tract of laid situated in the Jcm Ectnaids Slrvey, Abstract No . 457, City of Fort Worth, Tcrrant Crulty, Texas, being a pcrti01 of the SOOTH DRILLING SITE as described in deed to TCP FAR-IS, LP . reccrded in 0205220085 cJ1d 0205266370, Deed Records, Tcf'f'a,t Cou,ty, Texas (CJHCTJ. and being more particularly described as follows: Ca+IENCING at a 1/2" rebar capped set at the intersection of the ncrth line of Nc:rth Tarrant Parkway (R .0 .W. varies), with the east line of TRACT 14 as described in deed to HILLW000/2500, LTD . reccrded in Volune 9409, Page 1401 DRTCT, being the southwest corner of the LOWER 15 ' PIPELINE TRACT as described in deed to TCP F Afl.lS. LP. recorded in 0205220085 aid 0205266370, DRTCT, from which a 5/8 " rebar with a damaged cap bears S 89 •35 · E. 0 .47 feet; THENCE N 00 '05 '21. W, departing the ncrth line of said Nc:rth Tarrant Parkway, along the east line of said HILLW000/2500. LTD. TRACT 14 aid the west line of said LOIER 15' PIPELINE TRACT , a dista,ce of 1179.93 feet (Deed 1180.00 feet) to the ncrthwest corner of sa i d LOWER 15' PIPELINE TRACT aid said SOUTH DRILLOO SITE. being the west southwest corner of Valley Brook (Phase One), an addition to the City of Fort Worth, Tcf'f'ant COU'lty, Texas as recorded in Cabinet A. Slide 11446, Plat Records. Tarrant Cou,ty, Texas, from which a 3/ 4 • rebar fWld bears N 89 '53 '45 • E. o .36 feet: THENCE N 89 '53 '45 " E. along the north line of said LOWER 15 ' PIPELINE TRACT aid said SOUTH DRILLING SITE. aid a south line of said Valley Brod<, at a distance of 15.00 feet passing the ncrtheast corner of said LOWER 15' PIPELINE TRACT, contiruing a total distance of 30 .00 feet to the POINT CF BEGit-t-lOO of the herein described tract of land; THENCE N 89 "53'45" E. along the ncrth line of said SOOTH DRILLING SITE aid said south line of said Valley Brod<, a distance of 30 .00 feet to the northeast ccrner of the herein described tract of land. from which a 3/4 " rebar fWld bears N 09•53·45 • E. 240 .31 feet: Tl-ENCE S 00 '05 ·21 • E. departing said south line of said Valley Brook , traversing said SOOTH DRILLOO SITE, a distance of 320 .00 feet to the south line of said SOOTH DRILLING SITE; Tl-ENCE S 89 "53 '45" W, along the south line of said SOUTH DRILLING SITE. a distance of 30 .00 feet; THENCE N oo·05'21 " W, traversing said SOOTH DRil.LOO SITE. a distance of 320 .00 feet to the POINT OF BEGit-t-llNG aid containing 9,600 square feet or 0220 acre of land . NOTE: The bearings hereoo are referenced to the east line (S 00 •05 ·21 • El of TRACT 14 as described i n Limited Warranty Deed to HILLW000/2500, LTD. recorded in Vo lune 9409, Page 1403, Deed Records, Tarrant COU'lty, Texas. GOODWJIN! ----'MAASHAILL ~ CML ENGINEERS -PlANNERS -SURVEYORS 2405 M..w,g DriYe , Gnlpelltne, TX. 76061 MlllrO (817) 321M373 EXHIBIT C-2 DRAWING OF TEMPORARY EASEMENT PROPERTY (attached) EXHIBIT "C-2" GRAPHIC SCALE 1 "=100' ..----j 0 100 I I I \ ,,__~~+:' \ ~- ~~x.· -<.;~ I ~-~~~ '\'0 I x.~ '-'l~«;i:,· . ~;;:,~ q,,._. \ ~ ~~ ~"'~~'0 ·<.,· I c, 0 (J-~~ <.,<:$~~~· \ ~ c:::. ~-<;':)· ..::..~· <::)· .J>' ~ ~<$' . ,....r-\ ,tp?'c::::_ \ '\}l \ ~ -;,':2, \ \\':~l '\ a-l--l----1--PROPOSED 21' PUBLIC, :1 rf\ ACCESS EASEMENT -.\ /BY SEPARATE INSTRUME NTS) uf<.V £f oNDS S 457 ' ' fl £DM er ]'lo . 1 \ ;of!AssrP-A \ TCP FARMS, L. P. 11 (\ 1 1 -....----LOWER 15' PIPELINE TRACT \ \ 0205220085 I I 0205266370 \, I : 1 \ O.R.T.C.T. H--1 p~~~~g~T~~;r~~y JI :! :! ll I /BY SEPARATE INSTRt,t,1ENTJ I CITY Cr FORT WORTH ~5' PERMAI-ENT WATER MAIN EASEf.ENT 0206220094 I I I DR J£J. ,' ' ----------11....,_.....,.,_L--------------_ _.I_...I_ -_'_-__ =-- LINE DATA LINE BEARING DISTANCE L1 N89 •53 '4 5 "E 3 .00 ' L2 N89 •4 9 ·21 "W 3 .00 ' L3 N89 •53 '45 "E 27 .00 ' L4 N89 •53 '45 "E 30 .00 ' L5 S89 •53 '45 "W 30 .00' L6 NOO •05 '21 "W 320 .00 ' GOODWIN! ___ MARS1H[AJ,E, ~ CML ENGINEERS -PLANNERS -SURVEYORS 2'406 Muatang OIMI, Grapeme, TX. 78051 Metro (817) 329-4373 NORTH TARRANT PARKWAY (R .O.W . VARIES) Scale 1 1 "= 100 · Date : 1/19/10 '-J. ~ Job No . 1 10152 Drafted : T . J . M . Checked : J . S . 8 . 3 of 4 ~ a. t- ~ 0 u ~ w t- ~ t- / <f) t- ::E <f) w / 0 t!) 0 u / (\J !!! Q / w V~· mn15 ' PIPE:~::MENT VALLEY BROOK ~~ b 0205266371 EST A TES HOMEOWNERS ~<f-ef;> O.R.T .C.T . ASSOCIATION, INC . EXHIBIT "C-2" '1 • 1 , • I II 30 ' TEMPCRARD2052Y A200BCCES7S EASEMENT GRAPHIC SCALE ..-~ 1 "=100 ' I 100 '1:-~~<o..._. ~ __ D209070125 / q_'tt'for;:,'><v · -D .R.T .C .T . .C.... nf:S "'-. 30 · EMERGENCY / .C.... ~~?;-· I ACCESS EASEMENT ~'v ~z!/J>-~!/J 'tfti' I (PER PLAT) I : ai,.,. LOT 7X, BLOCK 15 / / 1 ~ ~ ~ PROPOSED 30' TEMPORARY V(APLHLAESYE BORNOEO)K \.._ _ -- a=i w ~ t C.ONS TRUC, TION EASEMENT :~;;:; ~(BY SEPARATE INSTRLMENT) CAB . A, SL. 11446 I rn.=>-V H-P.R.T .C .T . 1 ~~~ I 20 · SANITARY SEWER STORM WATER FACILITY / ~--- 0 .... a.. n c~:~E~E~ii MAINTENANCE AGREEMENT ~ • 1 Cl". a>-I PROPOSED 21' PUBLIG a . R. T . c . T . ~ c./ , ~~~ II '"'''''''' .... ~ a.. 0 !Il H-1 I AUESS EASEMENT / !:.f . / ~ (B SEPARATE INSTRUMENT) YI ovEYt "" >-:j 11 I 30 ' SANITAR Y / 5Ui· ......., Q:- .-,PO,,.....,,,.,,INTe-=-..o=p--I )~EWER EASEMENT/ ,,oNDS 4 s1 ;5.~: ci.· (PER PLAT) ., EDJYJ er J,lo. I BEGINNING' I ----..-_ ;10Jf1·ssrRA ,, ......., ~· <a·;' TRACT2 I -......__ f..-......... .A I ~ Q:-,}" (SEE IETAil.) FLOODPLAINY:::-----. / --~ C> :: ,' EASEMENT ;x:.......__ -/ ,EE I L 1 (PER PLA n .....__ -....... , ~ ,-J. 1/2 "R .C.S . ~ 89"53 '45" E~3/4':iir-~ 0 ,' //~1;1;:J! E. o.36,1 ----~4o-:-W---I -......__ ; S' -sr· (_ _ / 30 .T~~v , ---f a ~· HAVEN LAl<E -----1 COOTRUCTI{)ll I I CJ \A/AV //// ,. 9.~~h. I I ~-~U:l..I.. __ _ cQ:-'i8' 0 .220 AIJE / / ._ ~.,,~ -I / (PHASE ONE) c:;Q:-¢~ ~ • O I 1 / VALLEY BROOK / ,. '<.._..,.~t,J,!P<o._ · (T) I + CAB. A. SL , 11446 <s~cff ~'<,· 0) 0 SOUTH DRILLING SITE ~ p R T C T ,,_.,,_ o,'l'<v..,_c:,'<>'V,. , EXHIBIT "B " _ _ _ _ • . • • _. _ -- <,',,~ <:,rr; Q:,· m 0205266371 ~ <:,· I'-D .R . T .C. T . I / • I TCP FARMS, L. P . I W 1- SOUTH DRILLING SITE! I-..;;:: . I 0205220085 I ,, ~ I 0205266370 £:t: 1- D.R.T .C.T . 1 Q-ci AND I en • LO~"_R~P_'~ELINE 121~~~ 1 : ~ ~ ; 1 : "~~) <~ ~ ~.+---,--$~ ~· ft> > 0 . ~"\~~~ '\ I cr: m I ~· ~· ~ ,&"'<)q_~· I ::! ~ I ~" g-~~ro ". \ < < \ ~"t'~~(;;f ?)rf,~<;_.,· => ~ V ',.~. rx CD ~~·~· ,"" j ,=::=;::;;:;:::::=;;::::;::::;"-----, I I POINTOF z MATCH -SEE-r's'HEET 5-\ BEGINNING TRACT2 LINE DATA LINE BEARING DISTANCE L1 N89 '53 '45 .. E 3 .00' L2 N89 "49 '21 .. W 3 .00 ' L3 N89 '53 '45 .. E 27 .00' L4 N89 '53 '45 .. E 30 .00' L5 S89 "53 '45 .. W 30 .00' L6 NOD '05 '21 .. W 320 .00 ' L1 TRACT 1 L4 DETAIL (NOT TO SCALE) e Q. EXHIBIT D DESCRIPTION OF GRANTOR'S PROPERTY (attached) MATCH LINE (REMAINDER PORTION) TRACT 14 HILLWOOD ALLIANCE RESIDENTIAL , L .P. FORMERLY KNOWN AS HILLWOOD/2500, LTD. VOL. 9409, PG . 1403 D200192455 • D.R.T .C.T . (T) CJ'! m ,...... "<"1 "<"1 G 3: z H a: : <{ "<"1 ~~ 0 q 0 (D CD LLJ : "<"1 ~ ID 0 . 0 0 U1 EXHIBIT "D" SEE SHEET 2 I I O' lD ~ ~ r= GRAPHIC SCALE ~---0 1"=10 0 ' ; 100 (") CI \ Ill~< ·~ l~ \ (REMAINDER PORTION) ~ -,:~ RICHARD G. FAGIN, TRUSTEE \ w-; ~DY J. FAGIN AND LAUREN F. KI NG, (REMAINDER PORTION) RICHARD G. FAGIN, TRUSTEE JUDY J. FAGIN AND LALflEN F . KING, CO-TRUSTEES VOL. 13355, PG . 75 D.R .T.C.T . Ufiv£Y o}IDS S 457 }I £DM er }lo . JOHABsrfiA TCP FARMS , L.P . Y3 ~ CO-TRUSTEES I -o 01 VOL. 13355, PG . 75 \ ~"" cJ DR.T .C.T . ·c, ~ '.,..\ ~ . ~ \ I I I \ \ I I I \ \ I I I \ I LOT iX, BLOCK A CAB . A, SL. 11433 P.R.T.C.T. w LDt-t--- u O z • LOWER 15' PIPELINE TRACT INSTRUMENT# D205220085 I \ I \ INSTRUMENT# D205266370 I D.R .T.C .T . I I J / ,, - ---------------- w o f5 0 LL ~z -- ---- ----4~,._-= \ \ I I I I I I l I I I I I I I I ' ' -- N 89 • 49 '21" W 15.00' NORTH TARRANT PARKWAY (R.O.W. VARIES) Scale , 1"=100 ' Shee t (GOO]])WJIN! Date : 11/15/10 1 MARSHAJLIL ~ Job No ., 10152 PROPERTY EXHIBIT of CML ENGINEERS -PLANNERS -SURVEYORS 2405 Mus1ang Drive , Grapevine , TX . 76051 2 Metro (817) 329-4373 ~ C. I- iii :f X w a. ~ ::,: 1- 5 en / 0 <!) 0 u / N !!l Q / _______________________________________ __...;; EXHIBIT "O" GR APHIC SC ALE ..--1 "=100 ' KB HOME LONE STAR, INC . I I D209121153 D.R.T .C.T . /1 / / / / / / (REMAINDER PORTION ) TRACT 14 HILLWOOD ALLIANCE RESIDENTIAL , LP . FORMERLY KNOWN AS HILLWOOD/2500, LTD . VOL . 9409, PG . 1403 D200192455 D.R .T.C .T . (PHASE ONE) VALLEY BROOK CAB , A, SL . 11446 P.R .T.C .T. N 89 •53 '45 " E 300.31 ' 2.502 AC. 0 q 0 C\J (T) UJ --0 I r--- / (PHASE ONE) 1 VALLEY BROOK I CAB. A, SL . 11446 ; ' _ O + :~'-·c_.T· __ TCP FARMS, L.P. 8 / _R f / SOUTH DRILLING SITE / • 01 ;::: / INSTRUMENT# D2052200B5 I l> ~ D.A.T.C.T. r :--.. INSTRUMENT fl D205266370 :...~ .::E:~?J)>,-I ANO : 100 0,.1 LOWER 15' PIPELINE TRACT .... ~ LO J-ei-...... -..... __,,...,,......,...,..,......,..,..., ___ .. I ~ ~ (REMAINDER PORTION) 0 8 89 •53 '45" W I J.tJ ~ I RICHARD G. FAGIN, TRUSTEE O• 285 3 1 , I -u en I JUDY J. FAGIN AND LAUREN F . KING , , !o ~0 CO-TRUSTEES O (REMAINDER PORTION) ;-i ::0 VOL . 13355, PG . 75 z 1-1----RICHARD G. FAGIN, TRUSTEE :-' ~ DR.T.C .T . JUDY J . FAGIN ANO LAUREN F . KING, :-I CO-TRUSTEES I VOL. 13355, PG . 75 I DR.T .C.T. --------------I MATCH LINE SEE SHEET 1 G OODWllNi Scale 1 1 "=100 ' Sheet Date : 11/15/10 2 M AJR.S lHfAILIL » Job No . 1 10 152 PROPERTY EXIIlBIT of CIVIL ENGINEERS -PLANNERS -SURVEYORS 2405 Mu stang Drive, Grapevine, TX. 76051 2 Metro (817) 329-4373 !:: a, :f X w (l_ ~ :r: ,-. ::::, 0 "' / § u / (\J "' Q / ..._ ____________________________________ __.w ----..., AGREEMENT OF LIMITED PARTNERSHIP OF TCP FARMS, LP THIS AGREEMENT OF LIMITED PARTNERSHIP (the "Agreement") is made as of the 22nd day of July, 2004, by and between Polo Ridge, Inc . a Nevada Corporation, as the General Partner, and the Persons listed as Limited Partners on Exhibit A, as the Limited Partners, and they together formed this limited partnership (the "Partnership") under the Texas Revised Limited Partnership Act, art. 6132a-1 of Vernon's Civil Statutes (the "Act"). (The General Partner and the Limited Partners are herein collectively called the "Partners.") RECITALS WHEREAS, the Partners formed a Texas limited partnership which they desire to be governed by this Agreement of Limited Partnership, for the purpose of owning, maintaining, managing and otherwise dealing with certain property now owned by the Partnership. AGREEMENT: NOW, THEREFORE, to state the entire agreement of the Partners with respect to their rights and obligations as Partners and with respect to the Partnership and its affairs, and in consideration of these premises, it is hereby agreed as follows: ARTICLE I FORMATION OF THE PARTNERSHIP 1.1. Formation of Partnership . The Partners hereby form the Partnership pursuant to the Act. Except as otherwise provided in this Agreement, the rights and liabilities of the Partners are governed by the Act. 1.2. Name . The name of the Partnership is "TCP Farms, LP" The business of the Partnership shall be conducted under that name or another appropriate name selected by the General Partner. 1.3. Offices and Agent. The principal office of the Partnership is located at the address listed on Exhibit A or at another place designated by the General Partner in a written notice delivered to the Partners. The Partnership 's registered agent for service of process and its registered office are listed on Exhibit A. The registered agent or registered office may be changed by the General Partner after the General Partner delivers a written notice announcing the change to the Partners. 1.4. Certificates . The General Partner shall promptly cause to be prepared and filed with the Secretary of State of the State of Texas a separate certificate of limited partnership to satisfy the requirements of the Act, and any required assumed name certificates . 1.5. Term . The Partnership was formed as a limited partnership on the date that the certificate of limited partnership required by the Act was filed with the Secretary of State of the State of Texas and, unless sooner dissolved and terminated pursuant to this Agreement, shall continue until December 31 , 2052. 1.6. Limits of Partnership . The relationship between the Partners is limited to carrying on the business of the Partnership, as a limited partnership, as described in and in accordance with this Agreement. This Agreement does not create a general partnership between the parties or authorize any party to act as general agent for any other party. ARTICLE II DEFINITIONS 2.1 . Definitions . In this Agreement, the following terms, unless the context otherwise requires, have the meanings indicated: "Accountant' means the certified public accountant or firm of certified public accountants, if any, selected by the General Partner, to perform certain accounting functions on behalf of the Partnership. "Act" means the Texas Revised Limited Partnership Act, TEX.REV .CIV .STAT. art. 6132a-l, ~ ~-, as amended, from time to time ( or any corresponding provisions of succeeding law). "Adjusted Capital Account Deficit" means, with respect to any Partner, the deficit balance, if any, in the Capital Account of that Partner as of the end of the relevant Fiscal Year, or other relevant period, giving effect to the adjustments thereto and further adjusted as follows: (i) credit to such Capital Account, any amounts which that Partner is obligated or deemed obligated to restore pursuant to any provision of this Agreement or pursuant to Regulations Section 1.704-l(b)(2)(ii)(c); (ii) debit to such Capital Account, the items described in Regulations Sections l.704-l(b)(2)(ii)(d)(4), (5) and (6); and (iii) to the extent required under the Regulations , credit to such Capital Account (A) that Partner's share of "minimum gain" and (B) that Partner's share of "partner nonrecourse debt minimum gain." (Each Partner's share of the minimum gain and partner nonrecourse debt minimum gain shall be determined under Regulations Sections l.704-2(g) and 1.704-2(i)(5), respectively.) "Affiliate" means, with respect to any "first" Person, (i) any Person directly or indirectly controlling, controlled by, or under common control with the first Person, or (ii) a Person directly or indirectly owning, controlling, or having a beneficial interest in fifty percent (50%) or more of the outstanding voting securities or interests of the first Person. As used in the definition of Affiliate, the term "controf' means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities or partnership interests, by contract, or otherwise . "Approvaf' or "Approved" means , on any matter, the affirmative consent of Partners holding more than fifty percent (50%) of Partnership Percentage Interests, or, if specifically stated herein, only specified Partners or Partners of a particular class (e .g ., Limited Partners), who are Partners then entitled to vote on that matter, holding more than fifty percent (50%) of the Partnership Percentage Interests held by such Partners . "Available Cash" means, at any time, the Net Cash Flow and Net Cash Proceeds available at that time. "Bankruptcy" means, with respect to any Partner, that Partner's taking or acquiescing in the taking of an action seeking relief under, or advantage of, an applicable debtor relief, liquidation, receivership, conservatorship, bankruptcy, moratorium, rearrangement, insolvency, reorganization, or similar law affecting the rights or remedies of creditors generally, as in effect from time to time (the term "acquiescing" including, without limitation, the failure to file, within ten (10) days after its entry, a -2- 5.7 . No Right To Distribution Or Withdrawal . Except as otherwise provided in this Agreement, no Partner shall demand or receive a return of his or her Capital Contributions or withdraw from the Partnership without the Unanimous Consent of the Partners. Under circumstances requiring a return of any Capital Contribution, no Partner shall have the right to receive property other than cash except as may be determined by the General Partner or as may be specifically provided herein. 5.8. Distributions In Kind Only With Unanimous Consent. With the Unanimous Consent of the Partners, a distribution to Partners in accordance with this Article V may be made partly or solely in kind, rather than solely in cash. ARTICLE VI RIGHTS AND OBLIGATIONS 6.1. General . The Limited Partners have the rights of a limited partner under the Act and any rights expressly given to them as limited partners in this Agreement, to the extent permitted by the Act. 6.2. Limitation on Liability . Unless they otherwise agree in a separate writing with a third party creditor of the Partnership, the Limited Partners have no personal liability whatever, whether to the Partnership, the General Partner or any creditor of the Partnership, for the debts, expenses, liabilities, or obligations of the Partnership. 6.3. Bankruptcy: Death. The Banlauptcy, death, disability, or declaration of incompetence of a Limited Partner shall not cause a dissolution of the Partnership, but the rights of the Limited Partner to share in the profits and losses of the Partnership and to receive distributions of Partnership funds shall , on the happening of one of these events, devolve on a Limited Partner's estate, legal representative, or successor-in-interest, as the case may be, subject to the terms and conditions of this Agreement, and the Partnership shall continue as a limited partnership . A Limited Partner's estate, representative, or successor-in-interest are liable, to the extent of assets received, for all of the unsatisfied obligations, if any,' of a Limited Partner. In no event shall the estate, representative, or successor-in-interest become a limited partner, as that term is used in the Act, unless the General Partner consents, in its sole discretion, to admit that Person pursuant to the Act. 7 .1 . Management . ARTICLE VII MANAGEMENT AND CONDUCT (a) General Partner's Responsibilities. The General Partner shall have full responsibility for the management, operation and control of, and general management powers over, the business and affairs of the Partnership, subject to the terms of this Agreement. (b) Day-to-Day Management Authority of the General Partner. Except as expressly provided in this Agreement, the management and control of the day-to-day operations of the Partnership and the maintenance of the Partnership property, shall rest exclusively with the General Partner. The General Partner shall devote as much of its attention and time to the conduct and supervision of the Partnership business as the General Partner deems necessary or advisable. Subject to the restrictions set forth in Sections 7.l(d) and L.l(g), the General Partner is authorized and empowered to carry out and implement any and all of the purposes of the Partnership . -10 - (c) Enumerated Powers. Without limiting the generality of Section 7. l{a) and (b), and subject to Sections 7. l{d) and Ll.(g}, the General Partner has full power to: (i) perform or cause to be performed the Partnership's obligations, and engage in any kind of activity and perform and carry out contracts of any kind necessary to, or in connection with, or incidental to accomplish the purposes of the Partnership, as may be lawfully carried on or performed by a limited partnership under the laws of the State of Texas; (ii) employ agents, attorneys, accountants, engineers, appraisers or other consultants or contractors who may be a Partner or an Affiliate of a Partner; (iii) protect and preserve the title and interest of the Partnership with respect to the assets of the Partnership, to collect all amounts due to the Partnership and otherwise to enforce all rights of the Partnership and, in that connection, to retain counsel and institute such suits or proceedings, in the name and on behalf of the Partnership, or, if the General Partner shall reasonably determine, in the name of any Partner, but for the benefit of the Partnership; (iv) pay all debts and obligations of the Partnership and to make distributions to the Partners out of the Partnership account in accordance with the provisions of this Agreement; (v) take actions that the General Partner reasonably determines are advisable or necessary to preserve the tax status of the Partnership as a partnership for federal income tax purposes; (vi) purchase and maintain liability and other insurance of types and amounts consistent with industry standards and the prudent business judgment of a Person in the same business as the Partnership, including life insurance on the life of any Partner; (vii) acquire land, an interest in land, or any other investment; (viii) make any expenditure or incur any obligation by or of the Partnership; (ix) make, amend or modify or enter a written waiver with respect to any provisions of any agreements of the Partnership for the purchase, sale or mortgaging of the Properties or any other Partnership assets; (x) open and maintain collateral or margin accounts with any member of an established stock exchange; incur such obligations, to perform such acts, to grant such powers or authorities and to execute such agreements as are normally associated with such accounts, including but not limited to, those acts required and those powers and authorities granted by, or those obligations incurred under, the customary collateral or margin account or lending agreement utilized by any member firm of an established stock exchange; any such account or agreement may grant to such member firm the right to rehypothecate securities in connection with a margin call or other default; (xi) manage, handle, invest, re-invest, convert, re-convert, sell for cash or credit, or for part cash and part credit, exchange, hold, dispose of, lease for any period (whether or not longer than the term of the Partnership), improve, repair, maintain, work, develop, operate, use, mortgage, or pledge all or any part of the funds, assets, and property constituting from time to time any part of the Partnership; (xii) take or grant options and rights of first refusal for the purchase, sale, or lease of any property; -11 -- (xiii) borrow money for any purpose and lend Partnership funds, or any part thereof, including the power to make loans to any Limited Partner, on such terms and with such collateral (if any) as determined by the General Partner; (xiv) deposit Partnership funds in commercial, savings, or savings and loan accounts, subject to the usual restrictions upon withdrawal in effect at that time, and authorize any Person or Persons to withdraw or disburse money from such accounts for the Partnership; (xv) purchase, sell, and trade in securities of any nature, including puts, calls, options, short sales, and long sales; (xvi) evaluate, acquire, develop, manage and operate Partnership properties; (xvii) execute such instruments and agreements, to do such acts, and to employ such Persons and services as are reasonably necessary to acquire an interest in oil and gas properties and leases, royalties, overriding royalties and other interests in oil and gas properties for the Partnership; and pay for leasehold costs, delay rentals, scientific services, drilling and completions, testing, plugging and abandoning dry holes, dry hole and bottom hole contributions, operating costs and other expenses incurred in connection with the business of the Partnership; (xviii) execute contracts for the sale of oil, gas and other mineral and division orders and transfer orders necessary to the sale of production on behalf of the Partnership; (xix) enter into and execute leases, offers for leases, requests for approval of assignment of leasehold interests, contracts for the option, sale or purchase of such leases or the sale or purchase of any products therefrom, drilling contracts, farmouts, operating agreements, unitization agreements, pooling agreements, communitization agreements, plans of development, unit or pooling designations, recycling contracts, conveyances, subleases, affidavits or reports concerning the drilling of wells and production, designations of operator, lease bonds, operator's bonds and consents of surety, dry hole, bottom hole and acreage contribution letters and agreements, participation agreements, agreements and conveyances respecting rights-of-way, agreements respecting installation and operation of surface facilities, agreements respecting surface and subsurface storage, receipts, releases and discharges, and any other agreements customarily employed in the oil and gas industry in connection with the evaluation, acquisition, development, management, operation, or abandonment of any leaseholds or other interests in oil and gas properties, and any and all other instruments or documents considered by the General Partner to be necessary or appropriate to conduct the business of the Partnership; (xx) farm out Partnership leases if the General Partner determines that (A) the Partnership lacks sufficient funds to drill on the leases and cannot obtain suitable alternative financing for such drilling, (B) the leases have been downgraded to the point that drilling on the leases would no longer be desirable, or (C) for any other reason drilling on the leases would not be in the best interests of the Partnership; (xxi) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership (including the exercise or grant of any conversion, option, privilege or subscription right or other right available in connection with any assets at any time held by the Partnership); (xxii) the making, executing and delivering of any and all deeds, leases, notes, deeds to secure debt, mortgages, deeds of trust, security agreements, conveyances, easements, contracts, -12 -- IN WITNESS WHEREOF, this Agreement is effective as of the day and year first above written. GENERAL PARTNER: - POLO RIDGE, INC. L aNmon • By:· ~ CharlesM . ~.--. President 28 -