HomeMy WebLinkAboutContract 41483 CITY SECRETARY
CONTRACT NO 3
PUBLIC ACCESS EASEMENT AGREEMENT
STATE OF TEXAS §
COUNTY OF TARRANT §
DATE: [ , 2011
GRANTOR: TCP FARMS, L.P.
GRANTOR'S MAILING ADDRESS: 4849 Greenville Avenue
Suite 1690
Dallas, Dallas County, Texas 75206
Attention: Charles Edwards
GRANTEE: CITY OF FORT WORTH
GRANTEE'S MAILING ADDRESS: 1000 Throckmorton Street
Fort Worth, Texas 76102
Attention: Allison Gray
Planning and Development Department
BENEFITTED PARTY: KB HOME LONE STAR INC.
BENEFITTED PARTY'S
MAILING ADDRESS: 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. (tha "Rana
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Grantor, for the Consideration paid to Grantor, 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 dedicated as public right-of-way to the City of Fort Worth by Grantor, 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 Propert
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 responsibility for maintenance responsibilities as further
provided herein. Upon a termination by virtue of the Development Date, maintenance
responsibilities for the Easement Property shall be shared by the Grantor, 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 Grantor, or its successors
or assigns, as one party, the homeowner's association 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 qualified Traffic Engineer licensed to practice in the State of Texas
and mutually selected by both Grantor 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 Grantor 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 Grantor, 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, Grantor may grant other access easements across the
Easement Property to serve other properties, including, without limitation, Grantor's retained
property.
d. Grantor expressly reserves all oil, gas, and other minerals owned by Grantor, in,
on, and under the Easement Property, provided that Grantor 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 Grantor 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 Grantor and its
agents, partners, affiliates, and their respective officers, directors, employees, successors and
assigns (the "Grantor 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 Grantor 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 Grantor 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 Grantor Parties, or any other property appurtenant thereto, or any
improvements located on any property of Grantor 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. Grantor, for the Consideration paid to Grantor, 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 Grantor, more fully described on
Exhibit C ("Temporary Easement Propert y") 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
Grantor, 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 Public Access
Easement Agreement; or (ii) twenty-four (24) months following the
execution of this instrument.
i. Neither Grantor or Grantor Parties shall have any responsibility or liability for the
planning, preparation or construction of the Improvements, or any costs or expenses associated
therewith. 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 obtaining 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 Grantor 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 operations relating to this
Agreement;
3. be done in a manner as will not unreasonably interfere with access to the
adjacent or remainder property of Grantor;
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 deviate from Agreed Plans and
Specifications, then Grantor 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 creating 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
construction plans (the "Plans") for the Improvements to Grantor sufficiently in advance of any
construction, so that the Grantor 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 Grantor and Benefitted Party on a set of Plans, as modified, and written approval by Grantor
of the Plans, such Plans shall be the "Agreed Plans and Specifications". In the event that the
Grantor fails to respond in writing within fourteen (14) days of a written request for a review of the
Plans, then Grantor shall be deemed to have approved such Plans. Any comments or suggested
revisions that the Grantor makes to the Plans must be reasonable as must any objections the
Benefitted Party makes to any revision by Grantor.
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 Grantor or any part thereof or the income derived therefrom, with
respect to any work or services 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 Grantor 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 jurisdiction or otherwise.
I. Insurance Provisions — Benefitted Part y. 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 Grantor, following
reasonable written notice and request. The insurance policies required under this section shall
name Grantor as an additional insured; shall reflect that Grantor 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 Grantor.
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
Liability Insurance with limits of not less than $1,000,000:
Employers Liability- Each Accident $1,000,000
Employers Liability - Each Employee $1,000,000
Employers Liability- Policy Limit $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 Grantor.
2. Commercial General Liability Insurance with limits of not less than:
Each Occurrence Limit $1,000,000
Medical Expenses (any one person) $10,000
Personal &Advertising Injury $1,000,000
General Aggregate $1,000,000
Products - Completed Operations Aggregate $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 obtain 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 Grantor 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. Grantor shall be a
loss payee on the policy. 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 Grantor evidence satisfactory to Grantor, 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
Liability Insurance, will be kept in force until 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. Grantor 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 Grantor 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, 2010; 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 Grantor, 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 Grantor, 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.
Grantor reserves the right to use and enjoy the Easement Property insofar as the exercise
thereof does not endanger or unduly interfere with the Project. Grantor 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. Grantor 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 binding upon Grantee, Grantor, 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 reviewed 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:
TCP FARMS, L.P.
Name: e&wcx 6s-
Title: 'As Gev\.ecck 2"kv pT
STATE OF TEXAS §
COUNTY OF DALLAS §
BEFORE ME, the undersigned authority, a Notary Pub.l'c)in and for the tate of Texas, on this
day personally appeared zs f"�. 'n5�.x 1'r s G( 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 that
he/she executed the same as the act of said TCP Farms, L.P. for the purposes and
consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of
o- 2011.
DAVI D P OCONNOR NOTARY A TEX(&MY STATE OF TEXAS
COMM.W.*S2013 Notary Public in and for the State of Texas
4��-s Attested b
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Asd Marty Hendrix, t Secre 'Y
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GRANTEE:
CITY OF FORT WORTH APPROVED AS T
FORM, ANQ, EGALITY-
L
Fernando Costa ASSISTANT CITY ATTORNEY
Assistant City Manager
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. 1/ d
GIVEN UNDER MY HAND AND SEAL OF OFFICE thisv?d nd y of
, 20 1
' EVONIADANIELS Iteld-
otary Public In and for the State of Texas
MY COMMISSION EXPIRES
Jolt'10,2013
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
BENEFITTED PARTY:
KB HOME LONE STAR INC.
By:
Name: Marcia Dillon
Title: Executive VP— Sales, Marketing & Studio
STATE 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 Vice President— Sales, Marketing & Studio of
KB HOME Lone Star Inc., 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 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 therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 0 day of
, 2011.
�otr4�P��� TEPIRI K.ALLRED Notary Pub ' i and for the Sta exas
% NOTARY PUBLIC
i ;TAT E OF TEXAS
Mg rcmrp. 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 "
PROPERTY DESCRIPTION
STATE OF TEXAS:
COUNTY OF TARRANP
BEING a tract of land situated in the John Edmonds Survey, Abstract No. 457, City of Fort
Worth, Tarrant County, Texas, being all of the LOWER 15' PIPELINE TRACT and a portion of
the SOUTH DRILLING SITE as described in deed to TCP FARMS, LP, recorded in
0205220085 and D2O5266370, Deed Records, Tarrant County, Texas (DRTCT), and being more
particularly described as follows:
COMMENCING at a 1/2" rebar capped set at the intersection of the north line of North Tarrant
Parkway (R.O.W. varies), with the east line of TRACT 14 as described in deed to
HILLWOOD/2500, LTD, recorded in Volume 9409, Page 1403, DRTCT, being the southwest
corner of said LOWER 15' PIPELINE TRACT, from which a 5/8" rebar with a damaged cap
bears S 89'36' E, 0.47 feet;
THENCE S 89'4921" E. along the north line of said North Tarrant Parkway and the south line of
said LOWER 15' PIPELINE TRACT, a distance of 3.00 feet to the POINT OF BEGINNING of
the herein described tract of land;
THENCE N 00'05'21" W. departing the north line of said North Tarrant Parkway, traversing said
LOWER 15' PIPELINE TRACT and said SOUTH DRILLING SITE, a distance of 1179.95 feet
to a point in the north line of said LOWER 15' PIPELINE TRACT and said SOUTH DRILLING
SITE, and a south line of Valley Brook (Phase One), an addition to the City of Fort Worth,
Tarrant County, Texas as recorded in Cabinet A, Slide 11446, Plat Records, Tarrant County,
Texas, from which a 1/2" rebar capped set at the west southwest corner of said Valley Brook
bears S 89'53'45" W, 3.00 feet;
THENCE N 89'53'45" E. along the north line of said LOWER 15' PIPELINE TRACT and said
SOUTH DRILLING SITE, and a south line of said Valley Brook, a distance of 27.00 feet to the
northeast corner of the herein described tract of land, from which a 3/4" rebar found bears
N 89153'45" E, 270.31 feet;
THENCE S 00'05 21" E. departing the south line of said Valley Brook, traversing said SOUTH
DRILLING SITE, a distance 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;
THENCE S 00'0521" E. departing the south line of said SOUTH DRILLING SITE, along the
east line of said LOWER 15' PIPELINE TRACT, a distance of 860.00 feet to a point in the north
line of said North Tarrant Parkway at the southeast corner of said LOWER 15' PIPELINE
TRACT;
THENCE N 89'4921" W. along the north line of said North Tarrant Parkway and the south line
of said LOWER 15' PIPELINE TRACT, a distance of 12.00 feet to the POINT OF BEGINNING
and containing 18,960 square feet or 0.435 acre of land.
NOTE:
The bearings hereon are referenced to the east line (S 00'05'21" E) of TRACT 14 as described in
Limited Warranty Deed to HILLWOOD/2500, LTD, recorded in Volume 9409, Page 1403,
Deed Records, Tarrant County, Texas.
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EXHIBIT A-2
DRAWING OF EASEMENT PROPERTY
(attached)
EXHIBIT " A-2 "
GRAPHIC SCALE 1"=100'
0 100
.N'
—SEE I SHEET 3
MATCH UNE
30' TEMPORARY ACCESS EASEMENT I p�?�PJ�g
0205220087 o
, Q �.
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02052663 2T.0 7! 1 O.
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15' PIPELINE EASEMENT
0205266371 iIL Y QSJ Off.O
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DS U 57 J
ai pHN EDR C N 5 4 y r \Jo
TCP FARMS. L.P.
P O LOWER 15' g� w
9 a ��,po PIPELINE TRACT 9
D205266370 ob�pJQ�g 1 , o U)
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CC O (BY SEPARATE IN5TRUMENT) 1 1
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3 2 PUBLIC ACCESS I I
EASEMENT I I I 1
18,960 SO. FT.
0.435 ACRE
PowroF I
�1j�'NG CITY OF FORT WORTH
SS' PERMANENT WATER MAIN EASEMENT I I
1 12'P.C.S. 0205220094
(5 187?.CF. -DAM46EO DA.T.C.T.
AT S 89 36'& 0.477
L 4
FONT of NORTH TARRANT PARKWAY
EC4MMG (R.O.W. VARIES)
LINE DATA
LINE BEARING DISTANCE
L1 S89'49'21"E 3.00' o
L2 N89'53'45"E 27.00'
L3 S89'53'45"W 15.00' W
L4 N89'49'21"W 12.00' ;
a
L5 S89'53'45"W 3.00' a
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Scale; I "=100 ' pF T Sheet
GOODWINI Date: 1/19/10 ��PQ��STFq��9s 2
�• Job No. 1 10152
CML ENGINEERS-PUWNERS-SURVEYORS JOEL 5.BARTON 0( v
24M MLo"D, ,Gmpw ro.Tx.7ami Drafted: T. J. M. °0 S
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Mean(817)929.4373 Checked J. S. B. 9't'D � 3
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EXHIBIT " A-2 "
GRAPHIC SCALE 1"=100'
�y 0 100
VALLEY BROOK
ESTATESHOMEOWNERS
ASSOCIATION, INC.
30' TEMPORARY ACCESS EASEMENT 0209070125
0205220087 D.R.T.C.T. l
( 0205266371
D A.T.C.T.
15' PIPELINE EASEMENT LOT 7X, BLOCK 15 __-
0205266371 (PHASE ONE)
D.R.T.C.T. VALLEY BROOK
30' EMERGENCY CAB. A. SL. 11446
X10• ACCESS EASEMENT P.R.T.C.T.
(PER PLAT) h
II
—aROPOSED 2l'PUBLIG STORM WATER FACILITY
t t MAINTENANCE AGREEMENT EMENT / V
A6GE55 EASEMENT 0206164967 9, ti (B1S�ARATE INSTRUMENT)qv I fi D.R.r.c.r.
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/ 18,960 SG.0.435 ACR
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- 0 1 (PHASE ONE)
cyl 0' / VALLEY BROOK
CAB. A. SL. 11446
N SOUTH DRILLING SITE
EXHIBIT 'B' P.R.T.C.T.
v~o 02 Q ati O 0205266371 �--}---- - - - - -
O D.R.T.C.T. I II
a I U) I
TCP FARMS, L.P. I t _ ) v
SOUTH DRILLING SITE, t!9 , 1 !;
D205220085 QJ`O�
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MATCH LINE
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LINE DATA
LINE BEARING DISTANCE
Li S89'49'21"E 3.00' o
L2 N89'53'45"E 27.00'
u)
L3 S89'53'45"W 15.00' u)
L4 N89'49'21"W 12.00' a
L5 S89'53'45"W 3.00'
Scale 1 "=100 ' OF TF Sheet
G MDWN I Date, 1/19/10 g� G�STfgF9� o
�UfiAR.� LL
Job No. 10152 s eARTON g
CML ENGINEERS-PLANNERS-SURVEVORB . of
24%Mumwg onw. TX 7m1 Drafted, T. J. M. �9 9S11 3
"""aO(817)32D4373 Checked: J. S. B. 't'D
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EXHIBIT B
BENEFITTED PROPERTY
(attached)
EXHIBIT "B "
PROPERTY DESCRIPTION
STATE OF TEXAS:
COUNTY OF TARRANT.'
BEING a tract of land situated in the John Edmonds Survey, Abstract No. 457, City of Fort
Worth, Tarrant County, Texas, being that same tract of land as described in deed to KBL II
PARTNERS, LTD, recorded in 13206015693, Deed Records, Tarrant County, Texas (DRTCT),
and being more particularly described as follows:
COMMENCING at a 1/2" rebar with a yellow plastic cap stamped "Goodwin & Marshall" set
(hereafter referred to as 1/2" rebar capped set) at the west southwest corner of Valley Brook
(Phase One), an addition to the City of Fort Worth, Tarrant County, Texas as recorded in Cabinet
A. Slide 11446, Plat Records, Tarrant County, Texas (PRTCT), said point lying in the east line of
TRACT 14 as described in deed to Hillwood/2500, Ltd, recorded in Volume 9409, Page 1403,
ORTCT, from which a 1/2" rebar capped set at the location of a 5/B" rebar with a yellow plastic
cap stamped "Carter—Burgess" previously found at the intersection of the north line of North
Tarrant Parkway (Called 200' R.O.W, adjoin R.O.W. per Volume 12308, Page 1704,
ORTCT), with the east line of said Hillwood/2500, Ltd. TRACT 14 bears S 00'05'21" E, 1179.93
feet;
THENCE N 00'0521" 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 3453 feet to a 5/8" rebar with a yellow
plastic cap stamped "Carter—Burgess" found (hereafter referred to as 5/8" rebar capped found) at
the most easterly southeast corner of said KBL II Partners, Ltd. tract, being the POINT OF
BEGINNING of the herein described tract of land;
THENCE departirq 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 curvature of a curve to the left, having a radius of 515.00 feet;
Southwesterly, along said curve, having a central angle of 07'5357", an arc distance of
71.00 feet (Deed 71.25 feet) and a chord that bears S 37'00'23" W, 70.94 feet to a 112"
rebar capped set:
THENCE N 59'59'06" W, non tangent to said curve. along the southwesterly line of said KBL II
Partners, Ltd, tract, at a distance of 130.60 feet (Deed 00.75 feet) passing a 5/8" rebar found at
the northeast corner of Lot i, Block A, Aventine At Parkway Addition, an addition to the City of
Fort Worth, Tarrant County, Texas as recorded in Cabinet A, Slide 9633, PRTCT, at a distance
of 949.19 feet passing a 5/8" rebar capped found 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 found in
the southeasterly line of Lot B, Block 3 of The Vineyards At Heritage an addition to the City of
Fort Worth, Tarrant County, Texas as recorded in Cabinet A. Slide 6723, PRTCT;
THENCE 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 129B.i6 feet (Deed 129829 feet) to a 5/B" rebar capped
fou>d
N 01'02'43" W, a distance of 330.86 feet (Plat & Deed 330.78 feet) to a 5/8" rebar capped
four4
N 5021'39" E, a distance of 240.85 feet (Plat & Deed 240.81 feet) to a 5/8" rebar capped
found the most northerly northwest corner of said KBL II Partners, Ltd, tract;
THENCE S 89'44'20" E. along a south line of said Lot B. Block 3 and the north line of said KBL
II Partners, Ltd. tract, a distance of 109.73 feet (Plat & Deed 109.94 feet) to a 5/8" rebar capped
found at the most easterly southeast corner of said Lot B, Block 3, said point lying in the west
line of Valley Brook (Phase Three), an addition to the City of Fort Worth, Tarrant County, Texas
as recorded in Cabinet A, Slide 11368, PRTCT, from which a stone fond an angle point in east
line of said Lot B. Block 3 bears N 00'05'21" W, 112728 feet (Plat 1126.64 feet):
THENCE S 00'05'21" E, along the west line of said Valley Brook (Phase Three), at a distance of
349.11 feet passing a 1/2" rebar capped set at the northwest corner of the terminus of Valley
Stream Way (50' R.O.W.), at a distance of 399.11 feet passing a 1/2" rebar capped set at the
southwest corner of the terminus of said Valley Stream Way, at a distance of 751.46 feet passing
a 1/2" rebar capped set at the northwest corner of the terminus 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 carer of the
terminus of said Ridge Lake Drive and the northwest corner of the Amending Plat of Lot 8X,
Block 12, Valley Brook, an addition to the City of Fort Worth, Tarrant County, Texas as
recorded in Cabinet A, Slide 12333, PRTCT, at a distance of 1366.94 feet passing the southwest
corner of said addition and the most westerly northwest caner of said Valley Brook (Phase One).
continuing a total distance of 1532.08 feet (Deed 1532.52 feet) to the POINT OF BEGINNING o
and containing 1,162,369 square feet or 26.684 acres of land.
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Scale 1 NONE tE OF tf Sheet
GOOD�IN! Date 1/19/10 S� GS1FgF 9� UJ
MAMHA 9 Job No. : 10152 io�i s BAR)TON a
CIVIL ENGINEERS—PLANNERS—SURVEYORS 4914
. . . ., . of
2406IVAwtarp IXM,onP.rl,»,X,eos, Drafted T. J. M. �9 o �'OQ o
�(817)9294373 Checked: J. S. B. ��suR� 1
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EXHIBIT C-1
LEGAL DESCRIPTION OF TEMPORARY EASEMENT PROPERTY
(attached)
EXHIBIT "C- 1 "
PROPERTY DESCRIPTION TRACT i
STATE OF TEXAS:
COUNTY OF TARRANT.
BEING a tract of land situated in the John Edmonds Survey, Abstract No. 457, City of Fort
Warth, Tarrant County, Texas. bei-no a portion of the LOWER 15' PIPELINE TRACT and a
portion of the SOUTH DRILLING SITE as described in deed to TCP FARMS, LP" recorded in
D205220085 and D205266370, Deed Records, Tarrant County. Texas (DRTCT), and being more
particularly described as follows:
BEGINNING at a 112" rebar capped set at the intersection of the north line of North Tarrant
Parkway (R.O.W. varies), with the east line of TRACT 14 as described in deed to
HILLWOOD/2500, LTD., recorded in Volume 9409, Page 1403, DRTCT, being the southwest
corner of said LOWER 15' PIPELINE TRACT, from which a 5/8" rebar with a damaged cap
bears S 89'36' E, 0.47 feet;
THENCE N 00'0521" W. departing the north line of said North Tarrant Parkway, along the east
line of said HILLWOOD/2500. LTD. TRACT 14 and the west line of said LOWER 15'
PIPELINE TRACT, at a distance of 859.93 feet passing the southwest corner of said SOUTH
DRILLING SITE', continuing a total distance of 1179.93 feet (Deed 1180.00 feet) to a 1/2" rebar
capped set at the northwest corner of said LOWER 15' PIPELINE TRACT and said SOUTH
DRILLING SITE', and the west southwest corner of Valley Brook (Phase One), an addition to the
City of Fort Worth, Tarrant County, Texas as recorded in Cabinet A, Slide 11446, Plat Records,
Tarrant County. Texas, from which a 3/4" rebar found bears N 89'53'45" E, 0.36 feet;
THENCE N 89'53'45" E, along the north line of said LOWER 15' PIPELINE TRACT and 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 described tract of land from which a 3/4" rebar found bears
N 89'53'45" E. 297.31 feet:
THENCE S 00'0521' E. departing said south line of said Valley Brook, traversing said LOWER
15' PIPELINE TRACT and said SOUTH DRILLING SITE at a distance of 320.00 feet passing
the south line of said SOUTH DRILLING SITE, continuing a total distance of 1179.95 feet to
the north line of said North Tarrant Parkway and the south line of said LOWER 15' PIPELINE
TRACT;
THENCE N 89'49'21" W, along the north line of said North Tarrant Parkway and the south line
of said LOWER 15' PIPELINE TRACT, a distance of 3.00 feet to the POINT OF BEGINNING
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' E) of TRACT 14 as described in
Limited Warranty Deed to HILLWOOD/2500, LTD, recorded in Volume 9409, Page 1403,
Deed Records, Tarrant County, Texas.
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Scale: NONE pF T Sheet
QpOODWINI Date 1 1/19/10 Si 9s, o
MARSHALL 9 B4it — Job No. 1 10152 � 1 8
CIVIL ENGINEERS-PLANNERS-SURVEYORS 4 of
24M Mu~g 00a,Gnpo**,TX.7M1 D r a f t e d T. J. M. <y�fss 4 o
Mstro(817)3294378 Checked: J. S. B. '1'0
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EXHIBIT " C-1 "
PROPERTY DESCRIPTION TRACT 2
STATE OF TEXAS:
COUNTY OF TARRANT:
BEING a tract of land situated in the John Edmonds Survey, Abstract No. 457• City of Fort
Worth, Tarrant County, Texas, being a portion of the SOUTH DRILLING SITE as described in
deed to TCP FARMS, LP., recorded in D205220085 and D20526637Q Deed Records, Tarrant
County, Texas (ORTCT), and being more particularly described as follows:
COMMENCING at a 1/2" rebar capped set at the intersection of the north line of North Tarrant
Parkway (R.O.W. varies), with the east line of TRACT 14 as described in deed to
HILLWOOD/2500, LTD„ recorded in Volume 9409, Page 1403, DRTCT, being the southwest
corner of the LOWER 15' PIPELINE TRACT as described in deed to TCP FARMS, L.P.
recorded in 0205220085 and 0205266370, DRTCT, from which a 5/8" rebar with a damaged
cap bears S 89'36' E, 0.47 feet:
THENCE N 00'05'21' W. departing the north line of said North Tarrant Parkway along the east
line of said HILLWOOD/2500. LTA). TRACT 14 and the west line of said LOWER 15'
PIPELINE TRACT, a distance of 1179.93 feet (Deed iiBO.00 feet) to the northwest corer of
said LOWER 15' PIPELINE TRACT and said SOUTH DRILLING SITE, being the west
southwest corner of Valley Brook (Phase One), an addition to the City of Fort Worth, Tarrant
County, Texas as recorded in Cabinet A. Slide 11446, Plat Records. Tarrant County. Texas, from
which a 3/4' rebar found bears N 89'5345' E. 0.36 feet;
THENCE N 89'53'45" E. along the north line of said LOWER 5' PIPELINE TRACT and said
SOUTH DRILLING SITE, and a south line of said Valley Brock, at a distance of 15.00 feet
passing the northeast corner of said LOWER 15' PIPELINE TRACT, continuing a total distance
of 30.00 feet to the POINT OF BEGINNING of the herein described tract of lard;
THENCE N 89'53'45" E, along the north line of said SOUTH DRILLING SITE and said south
line of said Valley Brook, a distance of 30.00 feet to the northeast corner of the herein described
tract of land, from which a 3/4' rebar found bears N 89'53'45" E, 240.31 feet;
THENCE S 00'05'21' E. departing said south line of said Valley Brook, traversing said SOUTH
DRILLING SITE, a distance 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
30.00 feet;
THENCE N 00'0521" W, traversing said SOUTH DRILLING SITE, a distance of 320.00 feet to
the POINT OF BEGINNING and containing 9.600 square feet or 0.220 acre of land!.
NOTE:
The bearings hereon are referenced to the east line (S 00'0521* E) of TRACT 14 as described in
Limited Warranty Deed to HILLWOOD/2500, LTD„ recorded in Volume 9409. Page 1403,
Deed Records, Tarrant County, Texas.
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Scale NONE F rF Sheet
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(300DVIIINI Date , 1/19/10 2 0
MA&HALL -d Job No. , 10152 . . . . . .. . .L S.BARTON o
CML ENGINEERS-PLANNERS-SURVEYORS o 4414. . ., of
2406 MuftW o,tw,Gmpw*w,TX 7MI Drafted T. J. M. � so�SSloa�'Q
Mean(877)3294373 Checked; J. S. B. 9N1 SUFtV�Q 4
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EXHIBIT C-2
DRAWING OF TEMPORARY EASEMENT PROPERTY
(attached)
EXHIBIT "C-2 "
GRAPHIC SCALE 1"=100'
0 100
.N'
—SEE 115 EET 4
MATCH 300' TEMPORARY ACCESS EASEMENT 4�
0205266371 I� �v
DA.T.C.T. RO Q
I 3�T5RAT CST i RY ������, �1 � � `�p� `O! Q�Q.
m CI EASEMENT
0 SO. FT. tip• � �h 9 3�
CA ' I .081 ACRE
C� si I I •SGT`p0 GO��Q� 1 r �
G 15' P 7EASETENT 1� p�S
DA.T.C.T.
O H_ PROPOSED 21'PUBLIG n
AGGE55 EASEMENT -4
W Rl I i (BY SEPARATE INSTRUM�T5�5 S 45��Y
U0 0 Q I j0NA '5 f ACI rT No'
wp I I I
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TCP FARMS, L.P. I n 1
w i LOWER 15' PIPELINE TRACT I I
Z El D205220085
D205266370 I I I
I I I D.R.T.C.T.
POINT OF I I I I I I
BBOMM
GON5TRXTION EA5EMEENT I I PFZOP05ED 30'
POINT OF RCN I I (BY SEPARATE INSTRUMENT)
TRACr2 I CITY OF FORT WORTH
1/2'F7.C.S. I k5' PERMANENT WATER MAIN EASEMENT I I
II 0206220094
WIR.CF. -04I46o DA.T.C.T.
AT S B9 35'E -
L2
NORTH TARRANT PARKWAY
(R.O.W. VARIES)
LINE DATA
LINE BEARING DISTANCE
L1 N89'53'45"E 3.00'
L2 N89'49'21"W 3.00'
L3 NB9'53'45"E 27.00' u
L4 N89*53'45"E 30.00'
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L51 S89'53'45"W 1 30.00'
L61 N00'05.21"W 1 320.00'
Scale I "=100 ' �P�E OF TF� Sheet
(3 00DWN1 Date: 1/19/10 c�.P� fgEO9�, o
6U 'L' -� �d"l Job No. 1 10152 io9i kf6N� • 3 8
CIVIL ENGINEERS-PLANNERS•-SURVEYORS o1
2406►Awwq DAM.a a«k»,Tx 7MI
Drafted, T. J. M.
194 S o�'�Q 4
MWO(817)X73 Checked I J. S. B. SUFi�e
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EXHIBIT "C-2"
TEMPORAR7 EASEMENT GRAPHIC SCALE 1"=100'
II 2D200525 371 0 �0
15 PIPELINE 2 EASEMENT 1 STATESEHOMEOWNERS
D.R.T.C.T. ASSOCIATION, INC.
5
QPQ�h�O` 002009070125
30' EMERGENCY '
ACCESS EASEMENT
/ I (PER PLAT) ) I
w LOT 7X, BLOCK 15 /
a \ PROPOSED 30'TEMPORARY (PHASE ONE) / _ —
w GON5TRJGTION EASEMENT VALLEY BROOK
m� (BY SEPARATE IN511ZLHENT) CAB. A, SL. 11446
o Q P.R.T.C.T.
Q r I 20' SANITARY SEWER STORM WATER FACILITY
0.~a ^ EASEMENT MAINTENANCE AGREEMENT
O 0206164967
� PR ( T)OP05ED 2T PUBLIG O.R.T.C.T. /
m I I I AG4,E55 EASEMENT V /
(B SEPARATE INSTRUMENT)
BEMMENG SANITARY
EASEMENT/ No.SEWER BDM oJS S 457 wj / (\PLAT) N CT Jo RA f Q O p�P-
l
TRACI2 ABS
(SEE DETAIL.) FLOOOPLAIN v
EASEMENT \ ~
L i I (PER PLAT) o f
4'RF. As• L4 � 89 '53'4� t 3/4RF. p�
N8953�r4OJ67i 3 f '�d0��- ----�J`
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TRACT 2 �' m AVEN LAKE
1 30' TEMPORARY �Q
1
CONSTRUCTION
EASEMENT� i -WAY---
/ 9,600 S0. FT. I
0220 ACRE
(PHASE ONE)
/ F°pP��`�1• (r) O I CAB.VALLEY BROOK BROO 446
p2t��Lp4' O SOUTH DRILLING SITE EXHIBIT 'B' P.R.T.C.T.
Vtip 02 P' O 0205266371
O' (3) N O.R.T.C.T.
Ch I
ry TCP FARMS, L.P.
SOUTH DRILLING SITE
D205220085 _ 5
D205266370
D.R AND .T.
P�aAzG�2hQ`�. LOWER 15' PIPELINE TRACT 1 i H a I o
3
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3 I Q� F ��'OQ
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O -rEATSE NTH ti 'y ci �
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Z .081 ACRE I " ( F
_ MATCH
SEE rSHFET 3 TRACT 2
LINE DATA Li L4
LINE BEARING DISTANCE L3
L1 N89*53'45"E 3.00' o
L2 N89.49'21"W 3.00' TRACT TRACT
L3 N89'53'45"E 27.00'
L4 N89'53'45"E 30.00' DETAIL
L5 S89'53'45"W 30.00'
L61 N00'05'21"W 1 320.00' (NOT TO SCALE)
Scale: I "=100 ' Sheet
G����$ .I. Y
Date: 1/19/10 SAP�NS ERO 9s (�
CML ENGINEERS-PLANNERS-SURVEYORS Job No. 10152 ioeL s�BARTON or u
24015 IAU WQ DrNs,GrWovkw,TX.79061 Drafted T. J. M. . . ... a914.�� . .
MWo(817)3Z"373 Checked J. S. B. ly FESStio`' pQ 4 -°
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EXHIBIT D
DESCRIPTION OF GRANTOR'S PROPERTY
(attached)
EXHIBIT " D"
J�
GRAPHIC SCALE 1"=100'
0 100
MATCH LINE SEE SHEET 2
1 � r
I A RICHE G.OEFAGIN, TRUSTEE
1 W.S JUDY J. FAGIN-�BEN F. KING
0 1 0 VOL. 13355, PG. 75
(REMAINDER PORTION) p O DA.T.C.T.
TRACT 14 O a
ALLIANCE m
RESIDENTIAL,TIAL, L.P.
FORMERLY KNOWN AS
HILLWOOD/2500, LTD. \
VOL. 9409, PG. 1403 1 \
D200192455 (REMAINDER PORTION 1 \
DA.T.C.T. RICHARD G. FAGIN. TRUSTEE
tT JUDY J. FAGIN AND LAUREN F. KING,
CO-TRUSTEES
VOL. 13355, PG. 75 \
ry DA.T.C.T. \
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1
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o M pNDS N o 457
00 J p 4BSTRACf 11 11
LOT SX, BLOCK A
Z 3 I CAB. A SL. 11433
z
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Lu - TCP FARMS, L.P. 1
Lr-) LOWER 15' PIPELINE TRACT 1
INSTRUMENT # D205220OB5 1 1
w0 INSTRUMENT # D205266370 1 1 I
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NORTH TARRANT PARKWAY m
N 89 '49'21"Tw S.O.W. VARIES) w
15.00' a.
Scale: I "=100 ' Sheei
GOODWIN3 Date: 11/15/10 1 N
MARSHAI'L Job No. 10152 PROPERTY
0
CIVIL ENGINEERS—PLANNERS—SURVEYORS
EXMIT
of
N
2405 Mustang Drive,Grapevine,TX.78051 2 0
Metro(817)329-4373 i
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EXHIBIT "D"
I
I
I GRAPHIC SCALE 1"=100'
I
0 100
(PHASE ONE)
E VALLEY BROOK
LONE STAR 6
0209121153 I P.R.T.C.T.
D.R.T.C.T. / N 89 '53'45" E 300.31' ' DS 57
/s 4 �Y
� �,DMoN No.
JoHiSTRACT L— - - — -
CT)
/ m �-
��., 2.502 AC. w / PHASE DNQ
1 1 CABp�S�i446
(REMAINDER PORTION I 1 PA.SL. 1
HILLWOOD ALLIANCE
I
RESIDENTIAL. L.P. In -- - - - -
FORMERLY KNOWN AS O
HILLWODO/2500, LTD.
VOL. 9409, PG. 1403 o I n C
0200 92 T55 TCP FARMS. L.P. 0 I
SOUTH DRILLING SITE r I
3 I INSTRUMENT # 0205220085 ?
INSTRUMENT # 0205266370 I o�
D.AND.T. D
CU �
LOWER 15' PIPELINE TRACT a<
S 89 53'45" W I I RICH RD IG . FAAGIX PORTION)T TEE
0 285.31' b�v I JUDY J. FAG��LAUREN F. KING,
(REMAINDER PORTION) I VOL. 13355. PG. 75
RICHARD G. FAGIN. TRUSTEE �j DA.T.C.T.
Z JUDY J. FAGIN AND LAUREN F. KING. t7`l
CO-TRUSTEES I
VOL. 13355, PG. 75
O A.T.C.T.
i
MATCH LINE SEE SHEET 1
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Date: 11/15/10
MaSHALL Job No. 1 10152 PROPERTY 2
CIVIL ENGINEERS--PLANNERS—SURVEYORS i,.XHMI i i
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2405 Mustang Drive,Grapevine,TX.78051
Metro(817)3294373 2 o
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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 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-1, et
seq.,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 fiu-ther 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 1.704-1(b)(2)(ii)(c); (ii) debit to such
Capital Account, the items described in Regulations Sections 1.704-1(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 1.704-2(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 fast 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"control"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.
"Approval" 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
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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 Bankruptcy,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 tern is used in the Act,unless the General Partner consents, in its sole discretion,
to admit that Person pursuant to the Act.
ARTICLE VII
MANAGEMENT AND CONDUCT
7.1. Mana eg mant.
(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 7.1(d) and 7.1 , the General Partner is authorized and empowered to cant' out and
implement any and all of the purposes of the Partnership.
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(c) Enumerated Powers. Without limiting the generality of Section 7.1(a) and fib)
and subject to Sections 7.1(d)and 7.1 ,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;
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(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,
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IN WITNESS WHEREOF,this Agreement is effective as of the day and year first above written.
GENERAL PARTNER:
POLO RIDGE,INC.
a Nevad rkMwards
By:
Charl
President
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