HomeMy WebLinkAboutContract 46090 'UTY SECRETARY
CONTRACT NO.
DOE # 7103
STORMWATER FACILITY
MAINTENANCE AGREEMENT
THIS AGREEMENT, made and entered into this day of Orkk., z9 ,
2 0 14 , by and between D.R. Horton-Texas, Ltd., acting by and through_its authorized
agent D.R. Horton. Inc., hereinafter referred to as "Landowner", the Rolling Meadows of
Fort Worth Homeowners Association, Inc., hereinafter referred to as "Association" and
the City of Fort Worth, hereinafter referred to as"City".
WITNESSETH
WHEREAS, the Landowner is the owner of certain real property described as an
approximately 2.688 acre tract located in the Jose Chirino Survey, Abstract 265, Tarrant
County, Texas according to the deed recorded in Volume 13588,Page 183, Deed Records,
Tarrant County, Texas,hereinafter called the"Property".
WHEREAS, the Landowner is proceeding to build on and develop the Property
according to the Site Plan/Subdivision Plan known as Rolling Meadows East hereinafter
called the "Plan",which is expressly made a part hereof, as approved or to be approved by
the City and the Landowner and Association provides for management of Stormwater
within the confines of the Property; and
WHEREAS,the City and the Landowner and Association, and their successors and
assigns, agree that the health, safety and welfare of the residents of the City of Fort Worth,
Texas require that on-site Stormwater Management Facilities be constructed and
0
CID maintained on a portion of the Property; and
0
C3 WHEREAS, the City requires that on-site Stormwater Management Facilities
ED ("Facility") as shown on the Plan be constructed and adequately maintained by the
U
Landowner, its successors and assigns, including Ass d dimensions
OFFICIAL RECORD
STORMWATER FACILITY MAINTENANCE AGREEMENT CITY SECRETARY
Rev.05/14//2014
FT. WORTH, TX
of which is shown and more particularly described by metes and bounds in the attached
Exhibit "A" ("Facility Property"); and
WHEREAS, Landowner agrees to convey the Facility Property to the Association
and the Association agrees to accept the Property where the Stormwater Facility is
located.
NOW, THEREFORE, in consideration of the foregoing premises, the mutual
covenants contained herein, and the following terms and conditions, the parties hereto
agree as follows:
1. The Landowner and Association, its successors and assigns, shall adequately
construct and maintain the on-site Stormwater Management Facility
("Facility") at no expense to the City of Fort Worth in accordance with the
design specifications for the Facility, attached as Exhibit `B", and the current
standards then in force and effect in the City of Fort Worth and with the
Operations and Maintenance Plan attached to this Agreement as Exhibit "C".
The Stormwater Facility includes all pipes, channels or other conveyances built
to convey stormwater to the facility, as well as all structures, improvements,
and vegetation provided to control the quantity and quality of the stormwater.
Adequate maintenance is herein defined as good working condition so that
these facilities are performing their design functions. The Stormwater
Structural Control Maintenance Checklists, attached to this Agreement as
Exhibit "D", are to be used to establish what good working condition is
acceptable to the City.
2. The Landowner and Association, its successors and assigns, shall inspect the
Facility and submit an inspection report to the City annually. The purpose of
the inspection is to assure safe and proper functioning of the Facility. The
inspection shall cover the entire Facilities, berms, outlet structure, pond areas,
access roads, etc. Components of the Facility, which need maintenance or
replacement to perform their design function, shall be noted in the inspection
report along with the corrective actions to be taken.
STORMWATER FACILITY MAINTENANCE AGREEMENT 2 ;.
Rev.05/14//2014
3. The Landowner and Association, its successors and assigns, hereby grant
permission to the City, its authorized agents and employees, to enter upon the
Property and to inspect the Facility Property whenever the City deems
necessary. The purpose of inspection is to follow-up on reported deficiencies
and/or to respond to citizen complaints. The City shall provide the Landowner,
its successors and assigns, copies of the inspection findings and a directive to
commence with the repairs if necessary.
4. In the event the Landowner and the Association, its successors and assigns,
fails to maintain the Facility in good working condition as specified herein, the
City, its authorized agents and employees, may enter upon the Facility Property
and take whatever steps necessary to correct deficiencies identified in the
inspection report and to charge the costs of such repairs to the Landowner, its
successors and assigns. It is expressly understood and agreed that the City
is under no obligation to routinely maintain or repair said Facility, and in
no event shall this Agreement be construed to impose any such obligation
on the City, such obligation is Landowner's.
5. The Landowner and the Association, its successors and assigns, will perform
the work necessary to keep the Facility in good working order as appropriate.
In the event the City pursuant to this Agreement, performs work of any nature,
or expends any funds in performance of said work for labor, use of equipment,
supplies, materials, and the like, the Landowner, its successors and assigns,
shall reimburse the City upon demand, within thirty(30) days of receipt thereof
for all actual costs incurred by the City hereunder. In the event that Landowner
or its successors or assigns fail to pay the City for the costs incurred under this
section, the City shall impress a lien for the costs of such work upon other lots
owned by the Landowner or the Association. Such lien shall be perfected by
filing in the office of the County Clerk of Tarrant County, Texas an affidavit
identifying the property to be charged with such lien, stating the amount
thereof, and making reference to this Agreement.
6. This Agreement imposes no liability of any kind whatsoever on the City. THE
LANDOWNER AND ASSOCIATION AGREES TO HOLD THE CITY
STORMWATER FACILITY MAINTENANCE AGREEMENT 3
Rev.05/14/12014
HARMLESS FROM ANY LIABILITY IN THE EVENT THE FACILITY
FAILS TO OPERATE PROPERLY. LANDOWNER AND
ASSOCIATION COVENANT AND AGREE AND DOES HEREBY
INDEMNIFY HOLD HARMLESS AND DEFEND THE CITY OF FORT
WORTH, ITS AGENTS, SERVANTS AND EMPLOYEES FROM AND
AGAINST ALL COSTS, EXPENSES, LOSSES, DAMAGES, CLAIMS
OR CAUSES OF ACTION WHATSOEVER ARISING, OR WHICH
MIGHT ARISE, FROM THE FAILURE OF LANDOWNER OR ANY
FUTURE OWNERS OF THE FACILITITY PROPERTY TO
MAINTAIN THE FACILITY, INCLUDING, BUT NOT LIMITED TO
THE BED AND BANKS OF THE DETENTION POND; ANY
DAMAGES CAUSED TO PERSON OR PROPERTY DUE TO (1)
FLOODING OF THE POND AND ITS BANKS, (2) SLOPE FAILURE
OF THE BANKS OF THE POND, OR (3) FAILURE OF THE POND OR
ITS BANKS TO OPERATE IN A MANNER CONSISTENT WITH CITY
OF FORT WORTH CRITERIA; OR FAILURE TO PERFORM ANY
OTHER DUTIES OR OBLIGATIONS HEREUNDER.
7. Landowner and Association covenants and agrees that no habitable building
shall be erected within the drainage easement outlined on Exhibit "A" but this
paragraph shall not preclude construction of other improvements within the
drainage easement, which do not impede drainage. Landowner and
Association covenants and agrees that no habitable building shall be erected on
the above property abutting such easement which shall have a finished floor at
an elevation less than two feet above the maximum depth of water in the
detention pond which would occur during a 100 year frequency flood.
8. This Agreement shall be recorded among the land records of Tarrant County,
Texas, shall constitute a covenant running with the land, and shall be binding
on the Landowner, its administrators, executors, assigns, heirs and any other
successors in interests, including any property owners association.
9. Notwithstanding anything to the contrary contained or implied elsewhere
herein, it is expressly agreed and understood that the liabilities, indemnities and
STORMWATER FACILITY MAINTENANCE AGREEMENT 4
Rev.05/14//2014
obligations of D.R. Horton- Texas, Ltd., acting by and through its authorized
agent D.R. Horton, Inc., as Landowner hereunder shall expire and be of no
further force or effect upon the transfer ("Transfer") by Rolling Meadows of
Fort Worth Home Owners Association, Inc., to the Association of legal title to
the Facility Property, save and except for any liabilities, indemnities and
obligations of D.R. Horton- Texas, Ltd., acting by and through its authorized
agent D.R. Horton, Inc. as Landowner hereunder which have accrued and are
due, payable and/or performable as of the date of the Transfer and which shall
expressly survive the Transfer.
Executed this ZU day of albLee 2014.
Landowner City of Fort Worth
D.R. Horton- Texas, Ltd.,
A Texas Limited Partnership
By: D.R. Horton, Inc.
A Delaware Corporation
Its authorized agent
Fernando Costa
Name: Don Allen Assistant City Manager
Title: Assistant Secretary
Approved as to Form and Legality
1�2
Assistant Cit Attorney
Homeowners Association
Rolling Meadows of Fort Worth Homeowners ® MSC �CQUIRRI)
Association, Inc.
Name: ATTEST
Title: O,a e t, -y ® F 060000%® �
$A
OFFICIAL RECORD City Sec �,$ $
CSI I(�l SECRETARY 5
STORMWATER FACILI Y ME+ DdlgfifdcitENT o� o
Rev.05/14//2014 �V1� f1� Jl ��°%000000�
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STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on66614& 2 by
Fernando Costa,Assistant City Manager of the City of Fort Worth, on behalf of the City
of Fort Worth.
L EVONIA DANIELS
Notary Public,stare of texas otary Public, State o Texas
:�. My Commission Expires
;,;;�` July 10, 2017
STATE OF TEXAS §
COUNTY OF TARRANT §
Before me, the undersigned authority on this day of
2 c 1� 2- 20/4, personally appeared
.�onJ p. 4cc&j
known
to me to be the person whose name is subscribed to the foregoing instrument and
acknowledged to me that the same is the act of
112, l-fO a-Tvr\J _-�,4� . 1.71 , and that he executed the sa me as its
_AS5tSFS&,Cg6E� and as the act of such k.p. and for the purposes and
consideration expressed in the foregoing instrument.
SANDYTRENTON G<
October 3
MY COMMISSION EXPIRES Notary P 1l c, Stat of Texas
1,2015
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on Ic+z)bK 2-3 r 20 1 Ll by,
f'V to h rdad M Oc,�Od, , authorized representative, acting on behalf of
Rolling Meadows of Fort Worth Homeowners Association, Inc.
SUSAN CLARK
Notary Public.State of Texas
.: �= My Commission Expires N
iI ,E OF�F',�',` March 12, 2018 otary Public, State of Texas
�II111111\�
STORMWATER FACILITY MAINTENANCE AGREEMENT 6
Rev.05/14//2014
EXHIBIT "A"
Description of a
Storm Water Facility Maintenance Agreement
BEING a tract of land situated in the Jose Chirino Survey, Abstract Number 265, City of Fort
Worth,Tarrant County, Texas and being a portion of that tract of land described in deed to D.R.
Horton, Ltd,recorded in Instrument Number D213216945, County Records, Tarrant County,
Texas and being more particularly described as follows:
BEGINNING at the northeast corner of said D.R. Horton tract;
THENCE S 00049'l 7"E, 217.05 feet with the east line of said. R. Horton tract;
THENCE N 88°56'21"W, 119.13 feet departing said east line;
THENCE N 01 003'39"E, 9.75 feet to the beginning of a curve to the left;
THENCE 102.09 feet, with the arc of said curve to the left, through a central angle of
116 059'03", whose radius is 50.00 feet and a long chord which bears N 57°25'53"W, 85.26 feet;
THENCE S 89 055'07"W, 351.14 feet to the beginning of a curve to the right;
THENCE 62.04 feet,with the arc of said curve to the right, through a central angle of
15 047'54",whose radius is 225.00 feet, and a long chord which bears N 82°10'57"W, 61.84 feet;
THENCE N 74 017'00"W, 100.00 feet to the beginning of a curve to the left;
THENCE 8.91 feet, along the arc of said curve to the left, through a central angle of 01 151'20",
whose radius is 275.00 feet, and a long chord which bears N 75°12'40"W, 8.91 feet;
THENCE N 38°3821"W, 15.64 feet;
THENCE N 00 004'54"W, 106.99 feet to the north line of aforesaid tract, from which point a 5/8
inch capped iron rod found for the northwest corner of said tract bears S89°47'01"W, 611.46
feet;
THENCE N 89 047'01"E,714.87 feet with the north line of said tract to the Point of Beginning,
and containing 117,079 square feet, or 2.688 acres of land,more or less.
Peloton Job No.CEN11002 Tracking No.n\a
FTW October 13,2014
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Exhibit "C"
CITY OF FORT WORTH STORMWATER FACILITY
OPERATION AND MAINTENANCE PLAN
The only responsibility the City of Fort Worth has in the operation and
maintenance of this Facility is inspection.
General Maintenance Procedures
The structural and functional integrity of the Facility shall be maintained at all
times by removing and preventing drainage interference, obstructions, blockages,
or other adverse effects into, through, or out of the system.
Periodic silt removal shall occur when standing water conditions occur or the
pond's storage volume is reduced by more than 10%. Silt shall be removed and
the pond/basin returned to original lines and grades shown on the approved
engineering plans. In addition, corrective measures are required any time a basin
does not return to normal pool elevation within 72 hours of cessation inflow. NO
STANDING WATER IS ALLOWED in basins designed for dry detention purposes.
Accumulated litter, sediment, and debris shall be removed every 6 months or as
necessary to maintain proper operation of the basin. Disposal shall be in
accordance with federal, state and local regulations.
Detention facilities shall be mowed monthly between the months of April and
October or anytime vegetation exceeds 12-inches in height.
To prevent debris from entering and clogging the downstream storm sewer
system a wire mesh screen or similar screening device shall be installed over the
outlet until final acceptance.
4. PREVENTIVE MAINTENANCE/INSPECTION
• Visual inspections of all components will be conducted every 6 months.
• A log shall be kept of maintenance actions, and inspections. The log
should document the condition of the detention system's primary
components, mowing, and silt, litter and debris removal dates. Document
aeration of the basin bottoms and replanting to prevent the sealing of the
basin bottom.
• Written maintenance and repair records shall be maintained by the
party or parties signing the attached Agreement and shall be provided
to the City upon request.
STORMWATER FACILITY MAINTENANCE AGREEMENT
Rev.05/14//2014
Exhibit "D"
Stormwater Structural Maintenance CHECKLIST
FREQUENT REPAIRS REPAIRS
INSPECTION DATE REQUIRED MADE NOTES
Mowing
Remove Trash and
debris
Inspect irrigation
system operation
Remove grass
clippings
Violations Noted
MINOR
INSPECTION
Condition of Pond
Amount of silt in
pond
Amount of silt in
flume
Amount of ponded
water
Amount of wetland
vegetation
Location of Erosion
Percent of
vegetation
MAJOR
INSPECTIONS
Structure type and
Condition
Condition of Rip-
Rap
Berm or
Embankment
Settlement
Location of erosion
Evidence of
Animals
Evidence of Aquatic
life
i
STORMWATER FACILITY MAINTENANCE AGREEMENT 9
Rev.05/14//2014
D.R. HORTON CORPORATE DOCUMENTS
• AGREEMENT OF LIMITED PARTNERSHIP OF D.R. HORTON-TEXAS, LTD. — establishes that
D.R. Horton, Inc. is the Limited Partner of D.R. Horton-Texas, Ltd.
• AGENCY AGREEMENT—establishes D.R. Horton, Inc. as the Authorized Agent of D.R.
Horton-Texas, Ltd.
• CONSENT OF EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS OF D.R. HORTON,
INC., May 30, 2003—elects Don E. Allen as an Assistant Secretary of D.R. Horton, Inc.
and authorizes him to execute certain documents on behalf of the company.
• CONSENT OF EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS OF D.R. HORTON,
INC., July 16, 2003--authorizes Don E.Allen to execute additional documents on behalf
of the company.
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AGREEMENT OF LIMITED PARTNERSHIP
OF
D.R. HORTON - TEXAS, LTD.
This Agreement of Limited Partnership ("Agreement") is made
and entered into as of July 1, 1993, by and between Meadows I,
Ltd. , a Delaware corporation, as the general partner (the "General
Partner") , and D.R. Horton, Inc. , a Delaware corporation, as the
limited partner (the "Limited Partner") . The General Partner and
the Limited Partner are sometimes hereinafter referred to
individually as a "Partner" and collectively as the "Partners" .
1. For and Name. The Partners hereby form a limited
partnership under the name of D.R. Horton - Texas, Ltd. (the
"Partnership") pursuant to the provisions of the Texas Revised
Limited Partnership Act (the "Act") . The General Partner may at
any time change the name of the Partnership or adopt 'such trade or
fictitious names as it may determine.
2. Capital.
2 .1 Contributed Capital. The original contributed
capital of the Partnership shall consist of (a) cash in the amount
of $99,000.00 and office furniture, model home furniture and
equipment with a book value of $584,112.75 contributed by the
Limited Partner;, and (b) cash in the amount of $1,000.00 and a
promissory note in the principal amount of $5, 841.13 contributed by
the General Partner. Each Partner, whether a General Partner or a
Limited Partner, shall have an interest in the Partnership which
shall be expressed in terms of a percentage of the whole, with the
Present "percentage interests" being set forth opposite their
signatures hereto.
2 .2 Limit on Contributions and Obli ations of Partners
Except as expressly provided in this Agreement or required by law,.
the Partners shall not be required to make any additional advances
or contributions to the capital of the Partnership.
2 .3 Capital Accounts. in accordance with the capital
accounting rules of Treasury Regulation 1.704-1(b) (2) (iv) (relating
to maintenance of capital accounts) , a separate capital account
shall be determined and maintained for each Partner.
2 .4 Interest on and Return of Capital. No Partner shall
be entitled to any interest on his capital account or on his
contributions to the capital of the- Partnership, and except to the
extent expressly provided in this Agreement, no Partner shall have
the right to demand or to receive the return of all or any part of
his capital account in the Partnership. No Partner shall have the
right to demand or receive property other than cash from the
Partnership.
2.5 Negative Accounts. No Partner shall be required to
pay to the Partnership or to any other Partner any deficit or
negative balance which may exist from time to time -in his capital
account.
2.6 Waiver of Right of Partition and Dissolution.
Having previously been advised that it may have a right to bring an
action for partition, each of the Partners does hereby agree to and
does hereby irrevocably waive for the duration of this Agreement
any right or power any such Partner might have to cause the
Partnership .or any of its assets to be partitioned, to cause the
appointment of a receiver for the assets of the Partnership, to
compel any sale of all or any portion of the assets of the
Partnership pursuant to any applicable law or laws, or to file a
complaint or to institute any proceeding at law or in equity to
cause the termination or dissolution of the Partnership, except as
expressly provided for herein.
3. Principal Office. The principal office of the
Partnership shall be located at 1901 Ascension Boulevard, suite
100, Arlington, Texas 76006, or at such other place as the General
Partner may designate after giving written notice of such
designation to all of the other Partners.
4. Registered Agent and Registered Office. The name of the
Partnership's initial agent for service of process on the
Partnership in Texas shall be CT Corporation System, and the
address in Texas of the initial registered office and initial
registered agent shall be 350 North St. Paul Street, Dallas, Texas
75201.
5. Purpose and Character of Business. The purpose of the
Partnership and the character of its business shall be to conduct
any activity permitted by law, including, without limitation, the
business of acquiring, owning, holding, improving, developing,
operating, managing, leasing and selling real. and .personal
property, and the improvements situated or to be constructed on
real property, as well as the financing of such activities. It is
agreed that each of the foregoing is an ordinary part of the
Partnership's business.
6. Term. The__terx_of__the Partnership shall continue until
December 31, 2018, unless sooner terminated or dissolved pursuant
to the terms of Section 14.1 hereof.
7. Profits Losses and Distributive Shares of Tax Items.
The Partnership's net profit or net loss, as the case may be, for
each fiscal year of the Partnership, as determined in accordance
with such method of accounting as may be adopted for the
Partnership by the General Partner pursuant to Section 11.3 hereof,
shall be allocated to the Partners for both financial accounting
and income tax purposes in proportion to their respective
-2-
percentage interests in the Partnership, unless all the Partners
shall agree to a different allocation.
8. Distribution of Cash Flow. Unless otherwise provided by
law, the net cash flow of the Partnership shall be distributed to
the Partners, in proportion to their respective percentage
interests in the Partnership, within thirty (30) days after the end
of each fiscal year unless otherwise agreed by all the Partners.
9. Management of Partnership.
9.,1 Gene al Partner. The Partnership shall be managed
by the General Partner. Unless otherwise set forth herein, all
decisions relating to the business and affairs of the Partnership,
including, without limitation, all decisions required or permitted
to be made by the General Partner under 'this Agreement, and all
decisions required or permitted to be made by the Partnership as a
participant in any other legal entity in which it may have an
interest, may be, made and any necessary action taken by the General
Partner. All such decisions by the General Partner hereunder shall
be binding upon all of the Partners and the Partnership. All
approvals, consents and ratifications required herein may be
prospective or' retroactive. Notwithstanding the foregoing, the
General Partner may designate one or more agents for the
Partnership, which agent or agents shall have the right, power and
authority to exercise any or all of the right, power and authority
conferred upon the General Partner pursuant to this Agreement.
Each such agent shall be designated as an "Authorized Agent" and
may be any one or more of the officers of the General Partner or
any other party designated by the General Partner. The General
Partner will also have authority to require that any actions taken
by an "Authorized Agent" on behalf of the Partnership be taken by ,
more than one "Authorized Agent" in order to be binding upon the
Partnership. Any third party dealing with the Partnership shall be
entitled to rely upon a certification from any Assistant Secretary,
any Vice President or the President of the General -,=Partner
attesting as to the identity of any "Authorized Agent" and the
terms upon which they may bind the Partnership.
9.2 Limited Partner. The Limited Partner shall have no
right or authority to act far' or to bind the Partnership, and shall
not participate in the general or day-to-day conduct or control of
the Partnership's affairs.
9.3 Liability of Partners. The General Partner shall
not be liable or accountable, in damages or otherwise, to the
Partnership or to any other Partner for any error of judgment or
for any mistakes of fact or law or for anything which it may do or
refrain from doing hereafter in connection with the business and
affairs of the Partnership, except in the case of willful
-3-
misconduct or gross negligence. The General Partner shall not have
any personal liability for the return of the Limited Partner's
capital.
9.4 Indemnity. To the fullest extent permitted by law,
the Partnership shall indemnify and shall hold the General Partner,
each and every Authorized Agent, and the Limited Partner acting
consistently with this Agreement harmless from any loss or damage,
including, without limitation, reasonable legal fees and court
costs, incurred by them by reason of anything they may do or
refrain from doing hereafter for and on behalf of the Partnership
and in furtherance of its best interests, specifically including
any such act or failure to act which is attributable, in whole or
in part, to the negligence of the party being indemnified, but
specifically excluding any such act or failure to act which is
primarily attributable to the gross negligence or willful
misconduct of such party (and the determination of whether such
party is entitled to indemnification pursuant to the terms and
conditions of this Section 9.4 shall be made in accordance with the
Provisions of the Act) .
9.5 Other Activities of Partners and Agreements with
Related Parties. Each Partner, in its individual capacity or
otherwise, shall be free to engage in, to conduct, or to
participate in any business or activity whatsoever, without any
accountability, liability or obligation whatsoever to the
Partnership or to any other Partner, even if such business or
activity competes with or is enhanced by the business of the
Partnership. Further, the General Partner, in the exercise of its
power and authority under this Agreement, may contract and
otherwise deal with or otherwise obligate the Partnership to
entities in which any one or more of the Partners may have an
ownership or other financial interest.
10. Banking. The funds of the Partnership shall be kept in
such accounts as may be designated by the General Partner. All
withdrawals therefrom shall be made on such signature or signatures
as shall be designated by the General Partner. There shall be no
commingling of the assets of the Partnership with the assets of any
other entity or person.
11. Accounting.
11.1 Fiscal Year. The fiscal year of the Partnership
shall end on the last day of September of each year, unless another
fiscal year end is selected by the General Partner.
11.2 Books of Account and Reports. The Partnership books
of account shall be maintained at the principal office designated
in Section 3 hereof or at such other locations and by such person
or persons as may be designated by the General Partner. The
Partnership shall pay (in amounts not to exceed reasonable
-4-
,V
commercial, rates) the expense of maintaining its books of account.
The General Partner, at the expense of the Partnership, shall cause
to be prepared and distributed to each Partner, such reports and
tax returns as the General Partner determines are desirable or
necessary.
11.3 Method of Accounting. The Partnership books of
account shall be maintained and kept, and its income, gains, losses
and deductions shall be accounted for, under such method of
accounting as may be adopted hereafter by the General Partner.
12 . Admission of Partners. Except as otherwise provided in
Section 13 hereof, no person, firm, corporation or other entity
shall be admitted to the Partnership as a Partner without the
consent of all of the Partners.
13. Transfer of Partnership Interests.
13. 1 Prohibited Transfer of A Partner's Interest.
a. Each of the Partners hereby covenants and
agrees that it will not sell, assign, transfer, mortgage, pledge,
encumber, hypothecate or otherwise dispose of all or any part of
its record or beneficial interest in the Partnership to any person,
firm, corporation, or other entity without the written consent to
any such proposed disposition of all of the Partners, which consent
shall operate to make such transfer or disposition a "Permitted
Transfer" within the meaning of Section 13 .2 of this Agreement.
b. Notwithstanding Subsection 13.1(a) , any
purported transfer (including any transfer as a pledge or other
assignment as collateral) , whether permitted or not, shall be void
and of no effect unless and until the transferring Partner and his
transferee executer acknowledge and deliver to the Partnership
instruments of transfer and assignment and furnish to the
Partnership such legal opinions or other assurances as the;-General
Partner may reasonably request. Further, no transfer shall be
effective if it would result in the "termination" of the
Partnership pursuant to Section 708 of the Internal Revenue Code,
unless all Partners consent to such termination.
13.2 Permitted Transfer of Partner's Interest. In the
event a Partner makes a Permitted Transfer of ownership of all or
any part of its interest in the Partnership pursuant to Section
13.1 above, the Partnership shall continue, and the transferee of
such interest, if it is not already a Partner of the Partnership,
shall be admitted to the Partnership or, if it is already a Partner
of the Partnership, shall continue as a Partner of the Partnership
with a percentage interest in the Partnership or with an additional
percentage interest in the Partnership, as the case may be, with
rights or with additional rights, as the case may be, in and to all
distributions made by the Partnership, in liquidation or otherwise,
-5-
with a share or with an additional share, as the case may be, of
the Partnership's net profits and net losses for both financial
accounting and income tax purposes equal to that which the
transferring Partner had with respect to the transferred interest
in the Partnership, and with any other rights (including the rights
of a General Partner, if applicable) of the transferring Partner
with respect to such interest, provided, however, (i) any
transferee shall be subject to the terms and provisions of this
Agreement and shall promptly, upon demand of any non-transferring
Partner, execute and deliver to the Partnership such documents as
may be necessary or appropriate, in the opinion of counsel for the
Partnership, to reflect such transferee's admission to the
Partnership 'as a Partner, and its agreement to be bound by the
terms and provisions of this Agreement; and (ii) such transferee
shall pay all reasonable expenses connected with such transfer and
substitution.
14. Liquidation and Dissolution of Partnership.
14.1 Dissolution Events. The Partnership shall be
dissolved in the manner hereinafter provided upon the happening of
any of the following events:
a. The date on which all or substantially all ,of
the property of the Partnership is sold or is taken by
condemnation;
b. The date specified in a document signed by all
of the Partners of the Partnership that states their intention to
dissolve the Partnership as of the specified date;
C. The death, insanity, bankruptcy, retirement,
resignation, or expulsion of the General Partner if there is only
one, and of the last remaining General Partner if there is more
than one;. or
d. The occurrence of any other event which causes
the dissolution of the Partnership as provided in the Act.
14.2 Method of Liquidation. Upon the happening of any of
the events specified in Section 14. 1 above, the Partnership's
affairs shall be wound up as soon as reasonably practical and in
accordance with the provisions of the Act, unless the Partnership
is reconstituted in accordance with the provisions of the Act. The
Partners shall continue to share net cash flow and profits and
losses during the period of liquidation and winding up in the same
proportions as before dissolution. The proceeds from liquidation
of the Partnership, including repayment of any debts of Partners to
the Partnership, shall be applied in the following manner and order
of priority:
-6-
a. Payment of the debts of the Partnership, other
than to Partners; then
b. To the establishment of any reserves deemed
reasonably necessary or appropriate by the party or parties
liquidating the Partnership for any contingent 'or unforeseen
liabilities or obligations of the Partnership; then
C. , To the repayment of any liabilities or debts,
other than capital accounts, of the Partnership to any of the
Partners; then
d. To payment to the Partners of the credit
balances in their respective capital accounts in proportion to the
amounts in such accounts; and then
e. To the Partners in proportion to their
respective percentage interests in the Partnership.
14.3 Date of Termination. The Partnership shall be
terminated and dissolved when all of the cash or property (other
than reserves) available for application and distribution under
Section 14.2 Above shall have been applied and distributed in
accordance with such section.
15. Miscellaneous.
15.1 Notices. Any notice, election or other
communication provided for or required by this Agreement shall: be
in writing and shall be deemed to have been given when delivered by
hand or deposited in the United States Mail, certified or
registered, return receipt requested, postage prepaid, properly
addressed to the person to whom such notice is intended to be given
at the respective addresses set forth on the signature page of this
Agreement or, in the case of the Partnership, in Section 3 above,
or at such other address :as such person may have pzeviously
furnished in writing to the Partnership and each Partner.
15.2 Governinq Law. This Agreement is entered into, and
to be performed, in-- Tarrant County, Texas, and shall be governed by
and construed in accordance with the laws of the State of Texas.
Except to the extent the Act is inconsistent with the provisions of
this Agreement, the provisions of the Act shall apply to the
Partnership created hereby.
IN WITNESS WHEREOF, this Agreement has been executed as of the
date first above written by the General Partner and the Limited
Partner, whose respective addresses and percentage interests are
set forth opposite their respective signatures.
-7-
a
i
r
r
Percentage
Address:
GENERAL PARTNER Interest
1901 Ascension Blvd. Meadows I, Ltd. , 1�
Suite 100 a Delaware corporation
Arlington, TX 76006
By
Donald R. Horton,
Chairman of the
Board and President
Percentage
Address:
LIMITED PARTNER Interest
1901 Ascension Blvd. D.R. Horton, Inc. , 99%
Suite 100 a Delaware corporation
Arlington, TX 76006
By1� f 2
Donald R. Horton,
Chairman of the
Board and President
Lega1\487
AGENCY AGREEME U
in consideration of the covenants and conditions hereinafter set
forth, it is agreed between D.R. Horton, Inc. , a Delaware corporation (the
"Agent") , and D.R. Horton - Texas, Ltd. , a Texas limited partnership (the
"Company") , as' follows :
1. The Agent shall perform on behalf of the Company the obligations
under all contracts and agreements relating to the operations of
the Company entered into prior to the date hereof or
subsequently entered into by the Agent on behalf of the Company,
whether such contracts and agreements are entered in the name of
the Company by Agent or in the name of Agent without reference
to the agency, other than with respect to the services to be
performed by D.R. Horton Management Company, Ltd. (the
"Manager")• pursuant to the Agreement for Management, Accounting
and Administrative Services between the Manager and the Company,
and the Agent is hereby authorized on behalf of the Company, to
enter into and perform those contracts, agreements and
obligations necessary, appropriate or desirable t6 the conduct
and operation of the Company's business in the name, place and
stead of the Company. Agent is specifically authorized to buy,
receive, lease, accept or otherwise acquire; to sell, convey,
mortgage, hypothecate, pledge, quit claim, or otherwise encumber
or dispose of; or to contract or agree for the acquisition,
disposal, sale, conveyance, mortgage or encumbrance. of any
property of the Company, whatsoever and wheresoever situated, be
it real, personal or mixed, or any custody, possession, 'interest
or right therein or pertaining thereto, upon such terms as Agent
shall determine, in its sole and absolute discretion.
2 . In connection with any borrowings incurred on behalf of the
Company, whether in the Company' s or Agent' s name, the Agent is
hereby authorized to encumber any real property owned by the
Company as security for any such borrowings.
3 . The Agent shall receive, deposit in the Company' s bank accounts
and process funds of the Company transmitted tc the Agent from
time to time for such purposes.
4 . The Agent shall render all services under- this Agreement in
compliance with applicable laws or regulations which relate to
the duties of the Agent in collecting charges or paying
expenses. It is further agreed that to the extent that the
provisions of this Agreement are in conflict with the provisions
of any such laws or regulations, the laws or regulations will
govern and this Agreement shall be deemed to be modified to
comply with such laws or regulations .
5. This Agre.ement shall be effective July 1, 1993 . Either party
may terminate this Agreement upon sixty (60) days notice in
writing; 'however, this agreement may be revoked as to others
]relying thereon only by written revocation filed for record in
the office of the county clerk in the county in which any real
estate affected thereby may be Located and shall remain in full
force and effect until so filed.
6. The Company agrees to indemnify the Agent for any liability,
cost or expense incurred to any third party on account of or
arising from the execution of this Agreement or the performance
of the Agent's duties hereunder.
7 . This Agreement constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof and it
may not be amended except in a writing signed by each of the
parties hereto; provided however that, subject to paragraph 5
above, certain terms not inconsistent with the terms hereof
(including, without limitation, terms relating to compensation
of Agent, record keeping, and statements) may be contained in a
separate agreement between the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
at Arlington, Texas as of theT day of July, 1993 .
D.R. HORTON, INC.
By
David J. Keller, `
Executive Vice President
D.R. HORTON - TEXAS, LTD.
By Meadows I, Ltd. ,
a Delaware corporation,
its sole general partner
By J. Ref r,
Vice President
STATE OF TEXAS
COUNTY OF TARRANT
This instrument was acknowledged before me on this 315T day of July,
1993, by David J. Keller, Executive Vice President of D.R. Horton, Inc. ,
a Delaware corporation, on behalf f said corpor tion.
Not P t1b tic gnatur
JUDYM,SNE4KR
}� NOTARY PUB LIC Notary Public Printed Name
STATE OF TEXAS
MyComm,E xp 1-6-96 My Commission Expires: �" r
STATE OF TEXAS
COUNTY OF TARRANT
This instrument was acknowledged before me on this 3�5� day of July,
1993, by David J. Keller, Vice President of Meadows 1, Ltd. , sole general
partner of D.R. Horton - Texas, Ltd.
Not tic zgnat re
JUDY M.SNEDEKER
NOTARY PUBLIC �\x
STATE OF TEXAS Notary xubtjc Printed Name
MY COMM,Exp.1-6-96 My Commission Expires: -�
AGRSXMENT�AG6NCY
w
r dx•01( bUd2b2 Jul 8 2003 1:22 P.02
D.R.HORTON,INC.
CONSENT OF EXECUTIVE COADUTTEE
OF THE BOARD OF DIRECTORS
May 30,2003
The undersigned, being all of the members of the Executive Committee of the Board of
Directors of D,R. Horton, Inc., a Delaware corporation (the "Company'), do hereby adopt the
following resolutions:
Removal of Officer
RESOLVED,that TimmyRomero is hereby removed from each office ofthe
Company which he currently holds.
tection of Assistant Secretaa
RESOLVED, that Don,E.Allen is hereby elected to the office of Assistant
Secretary ofthe Company in the DM-West Division(the"Divisiou' to serve until
the zreXt annual meeting of directors of the Company and until he successor is duly
elected and qualified or until he earlier death,resignation or removal; and
RESOLVED FURTRER) that as an Assistant Secretary of the Company,
Dozy E.Allen is hereby authorized,in the Division and in the nazxie and on behalf of
W the Company, (f) any partnerships of which the Company is a general parjzer,
manager oz agent, and(iii) any limited liability company of which the Company is
amember,manager or agent(collectively,the"E;afities"),to execute and deliver any
and all documents and instn=ents, including without limitation home sales
cQntracts, general or special warranty deeds, bills of sale, lien waivers, owner's
affidavits, settlement statements and other conveyance documents -and closing
statements necessaryto contract for or close the sale of any one ormoze single-family
residences on behalf ofthe Entities.
IN WICZ'NESS WHEREOF, the undersigned Lave signed as of the date fist above
written.
y
Don d orton
nal omnitz
Samuel R.Fuller
V:Vlr3wA.TUimMkMO3May30-ConKpd
IIVU. I. LVVJ UK JIVnIVII MILK bUILUtK NO. 4 13 P. 2
WKTON�INC.
CONSENT OF EXECUTWE coMMITTEp
OF THE]BOARD Or DIRE CTORS
MY 16,2003
The undersigned,being all ofthe mm*M oftheExcoutiveCommittm ofthoDoard OfDh=tors
OMR.Horton,Inc.,aDelaWare corporation(tho"Compaw),do hereby adoptthefollowingmoludong.
RlectlOH d AMIAM Y100,Pregident
RESOLVED,thAtR8110Y EoMn!a hemby elected to the office OfAimistant Vice
President(the,"Assistant Vice Presidane)in the Company's DW-WostDivision(the
"Divisio&),to 9=c until thOnext annual mecting ofthe directors ofthe CompmyandIM61
his successor f s duly elecW Ma
quafiAed Orlintilhis earlier death,resignation orrenioval,
RF,SOLVED FMTHEI�that the Assistant Vim President is hereby autho6z;d
and empowered,in the Division and in tbP name and onbehalfof(A)the Cornpany,(B)
=YPartnerships ofwWch the Conipany is a general��er,manager or agent,and(C)
any limited liabilitY company of which the Company is a member,manager or agent
(collectively,the"Entities',))(i)subjout to written approval by any one oftho following
officers Ufthc CQMPanY-'V)Chairman of the Board,b)Vice chairman,President and
Chlef&6outive officer, 0)Executive Vice President,Treasmor and ChiefFinancial
Offic er,or(d)the Region Pres ident ofthe Divi a!on(the"AppW�j ng offjoas,,),to execute
'nd deliver contracts,agreements and other documents atidin*uments for thopurcha,30
Ofteal PIOPerty,and any improvements or appurtenances constructedthereon.or affixed
thrdto,or any interest therein including witho,4t liml%don Myright-of-way,easement,
leasehol4 or other tangible '
or intangible property,right or interest,atd any personal
PrOPOrty relating or fn0ident thereto,(a)aubjectto the written approval ofan)r one ofthe
APPrOving Offimis,to execute and dolivercontraots,agreements,deeds,conveyativ4s or
other ob"80t1ons Offt 1312fities,010sing statements And othot docurnants and jnsjrument�,
for the sale of improved or unimprovedzeal property,or an'7 interest or right therain
owncd�leased or otherwige controlled by thp,Entj�00,and(fil)to execute and deliver'
Modo,home leases and such other Agreements'insmnefttg,or docurients as theApproving
Officers shall dirot)
R-'UOLVED FURTHER, that ift cotMoction with the management of tho
Colnpfflly's b)usifteas,the AssistuntVice President is hereby authorized and empowered,
in the narneand on behalf of the Entifies in the Division,to cxeoute and deliver(i)
Q011tXROW� agreements and other docutnents and instruments for the subdivision,
��• 1. 4 V V J 1I. IVMIYI UA MURIU19 nmtn bVILUtH NO. 413 P. 3
development and/or improvement ofrgal property,(ii)home sales contracts,salesperson
employment agreements and similar or equivalent agreements,documents of instruments
and (iii) personal property leases for, among other things, office equipment and
construction trailars.
RESOLVED FURTHER, that in connection with the management of the
Company's business intheDivision,the AssistantVice PresidentsheA be authorizedand
empowered,in the name and on behalfof the Entides in theDivisloA to execute and deliver
any and all documents and instonts necessary to sell and convey title to single-family
/tames,
RESOL't +O FURTHER,that Randy Horton is Hereby removed from any
position not granted above,
Electipn of sststn S .nYetaX�y
RESOLVED,that Don B.Allen is hereby elected to the office of Assistant
Secretary ofthe Company in the DPW-W%t�)ivlsion(the"Division")to serve until the
nextannualmeebg ofdirectors oftheCompany andmVIhe suceessori$duty electedand
qualified or until he earlier death,resignation or removal,
IMSOLVED FURTBER,that as as Assistant Socrotay ofthe Company,Don
E.Allen is hereby authorized,in the Division and in the name and on behalf of(i)the
Company,(ii)any partnerships ofwhich the Company is a general partnor,manager or
agent,and(iii)any limited liability company ofwhich the Company is a member,manager
Of agent(collectively,the"Erxtities"),to execute and deliver the following documents,
instruments andagreetnentspertaHngto the Entitie$'developmentofiandintheDivision
(including those related.to homeowner assooiations);subdivision plats,eaeezncuts,deeds
to common a=,homeownerassociationbylaws and articles,deed restrictions,covenants
and conditions,subcontractor agmm=ts,maintenance contracts,ez40%nent submissions,
subdivision improvement agreements,permit applications,agreements with adjaaent
property owners,consulting contracts and sitnilar or equivalent agreements,documents or
instruments,as well as amendments thereto.
RESOLVED FUROR,that the Assistant Secretary is hezeby authorized and
empowered,in the Division and inthe name and on behalf oftheP-ntities,subjectto writ
approval by any one ofthe following officers ofthe Company.a)Chain=ofthe Board,
b)Vice Chairman,President and Chief Executive Officer, a)Executive Vice President}
Treasurer and ChiefFfinancial Officer,or(d)the Region President of'tbe Division,to
execute and deliver contracts,agreements and other documents acid instruments for the
putrchaseoftelproper[y,andanyimprovementsorappurtenancesconstructedthereon .
.,vu. ;. 4VVJ I {. IVMY[ Uff t1Vntu1r ANILK bUILUUt N0. 413 P. 4
or affixed thereto,or any interest therein.including without limitation any right-of-way,
eftsetnent,leasehold or other tangible or intangible property,right or Interest,and any
persortal property relating or incident thereto,
IN WITNESS WHE REOF,the undersigned have signed as of the date first above
written.
Do k,Horton
Z IA�
Donald .Totnnitz
'L� Gam...._...
sAuel K.Fuller
v;V7"9WAL`ti#rfw�DHI1a37utt6,Con.wpd 3
Page 1 of 8
Electronically-Recorded Tarrant County Texas
Official Public Records 8/15/2013 2:53 PM D213216946
PGS 8 $44.00
�T C OF COCA,` TY RIGHTS: IF %�itt�r;.,RIMAPI7a L PERSON,
Y REMOVE OR STRIDE ANY ORx vALLLtc�rOF 1�TH�EV FOLLOWING
IliF . TION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN
�AP P TY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS:
Y SO I �CKRITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.
Special Warranty Deed
THE ST. I-OF TVXAA §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY O��S� §
THAT, >� S C a Texas limited liability company ("Grantor"), for and in
consideration of the(unof 00 c fi`�n hand paid by D.R. HORTON — TEXAS, LTD., a
Texas limited panne hip-(r';iGr__ _hose address is 6751 North Freeway, Fort Worth, Texas
76131, and other goo anrd'xdfu consideration, the receipt and sufficiency of which are
hereby acknowledged byranr, s fir• TED, BARGAINED, SOLD and CONVEYED,
and by these presents does GcN1;� 1N, SELL and CONVEY unto Grantee, that certain
real property situated in Tarra�t C ow�ty,T� asl� i Described in Exhibit"A" attached hereto and
made a part hereof for all posek- I�d}, and all buildings, fixtures and other
improvements located on the LaAdflf any, ether with all and singular the rights, privileges,
hereditaments, and appurtenances prtainmg to such reaf'property, including, but not limited to,
any right, title and interest of Grantor in and to (1 :My strikand gores, if any,between the Land
and any abutting properties, whether owned o efaima de d,limitations or otherwise; and (2)
any land lying within any highway, avenu stre ,road, alle , easement or right of way, open or
proposed, in, or across, abutting or adjacat to%the�Lan�, to the center line of said highway,
avenue, street,road, alley or right-of-way(collectively, `Pro ert ").
This conveyance is made by Grantor and a ed G antee subject to any easements,
restrictions and other matters described in Exhibit" "a and incorporated herein by
reference (collectively,the "Permitted Exceptions").
EXCEPT AS EXPRESSLY SET FORTH 1T ]IRTAIN CONTRACT
DATED JUNE 12, 2013, BETWEEN GRANTOR WEEFItEGARDING THE
PROPERTY (AS AMENDED, THE "CONTRACT") QR'S SPECIAL
WARRANTY OF TITLE SET FORTH IN THIS DEED, G . OWLEDGES
AND AGREES THAT GRANTOR HAS NOT MADE, E5- P0T AND
SPECIFICALLY NEGATES AND DISCLAIMS, AND GRANS EIS T RELYING
ON, ANY REPRESENTATIONS, WARRANTIES, PROI �COaTANTS,
AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARAC f TS9EVER,
WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, P PRESENT OR
FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO E,
NATURE,QUALITY OR CONDITION OF THE PROPERTY, INCLUD , '(HO ''T
LIMITATION, THE WATER, SOIL AND GEOLOGY, (B) THE INC JO }
DERIVED FROM THE PROPERTY, (C) THE SUITABILITY OF THE%YR ? TY,
FOR ANY AND ALL ACTIVITIES AND USES WHICH GRANTEE MAY LNTAU
08500\1181\6o5m documents\ ecial Warranty Deed 11.699 acres l
8 P
Page 2 of 8
_� -- �ON, (D) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS
O ION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF
�PLICABLE GOVERNMENTAL AUTHORITY OR BODY, (E) THE
TY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR
� • L SS-)�O A PARTICULAR PURPOSE OF THE PROPERTY, (F) THE MANNER
O r{ UQ' ,I THE CONSTRUCTION OR MATERIALS, IF ANY,
IN O (O IN THE PROPERTY, (G) THE MANNER, QUALITY,STATE OF
REP LA', 4F REPAIR OF THE PROPERTY, (H) THE STATUS OF
GRAN R' I TO IFLIE PROPERTY OR THE ACCURACY OF ANY SURVEY,
OR (I) O'THE TER WITH RESPECT TO THE PROPERTY, AND
SPECIFICLX,r' NTOR HAS NOT MADE, DOES NOT MAKE, AND
SPEC Ic D j LAIMS ANY REPRESENTATIONS REGARDING
COMPLIANC V4' ENVIRONMENTAL PROTECTION, POLLUTION OR
LAND USE LA's' R S,%AEGULATIONS, ORDERS OR REQUIREMENTS, OR
THE DISPOSAL Olt E ENE IN OR ON THE PROPERTY, OF ANY
HAZARDOUS EX" . '�EPT AS EXPRESSLY SET FORTH IN THE
CONTRACT, GRANTEE C ITIONALLY AND IRREVOCABLY WAIVES AND
RELEASES ANY � ArCT-tAL OR POTENTIAL RIGHTS OR CLAIMS
GRANTEE MIGHT ffi IN"C D G CONTRACTUAL AND/OR STATUTORY
ACTIONS FOR CONT41BkTiON C R EMNITY) AGAINST GRANTOR
REGARDING THE NATURE, CO -TIO R SUITABILITY OF THE PROPERTY
OR ANY FORM OF W . RESPECT TO THE PROPERTY, EXPRESS
OR IMPLIED OR ARISING BY PEIIATION OAW. THE FOREGOING RELEASE
INCLUDES A RELEASE OF G TOR F�t M CLAIMS BASED ON GRANTOR'S
NEGLIGENCE IN WHOLE OR IN PAID (E� G, HOWEVER, ANY GROSS
NEGLIGENCE OR WILLFUL, MISCOND -' O G TOR) AND CLAIMS BASED
ON STRICT LIABILITY. GRANTEE R CKNOWLEDGES AND AGREES
THAT HAVING BEEN GIVEN THE OP T INSPECT THE PROPERTY,
AND EXCEPT AS EXPRESSLY SET FORTH IN CONTRACT, GRANTEE IS
RELYING SOLELY ON ITS OWN INVESTIG�AT O F THE PROPERTY AND NOT
ON ANY INFORMATION PROVIDED OR TO E RO BY GRANTOR UNLESS
SUCH INFORMATION IS EXPRESSLY cOIpO TED INTO THE
REPRESENTATIONS AND WARRANTIES OF G TO ET FORTH IN THE
CONTRACT. GRANTEE AND ITS SUCCESSORS S � ACKNOWLEDGE
THAT ADVERSE MATTERS, INCLUDING, BUT MI� TO, ADVERSE
PHYSICAL AND ENVIRONMENTAL CONDITIONS, HAVE BEEN
REVEALED BY GRANTEE'S INSPECTIONS AND S AT 10 GRANTEE
FURTHER ACKNOWLEDGES AND AGREES THA IN RMATION
PREPARED BY THIRD PARTIES PROVIDED WITH RESP O OPERTY
WAS PROVIDED OR MADE AVAILABLE AS A COURT Y WAS
OBTAINED FROM A VARIETY OF SOURCES AND THAT GKAN
TO SNOT
MADE ANY INDEPENDENT INVESTIGATION OR I�09 SUCH
INFORMATION AND MAKES NO REPRESENTATIONS OR WARll L TI S AS O
THE ACCURACY OR COMPLETENESS OF SUCH INFOR.MA TIO //E�I�P�' S
EXPRESSLY SET FORTH IN THE CONTRACT, GRANTOR SHALL NOT rl
OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STTI1 S,
08500\1181\closing documents%Special Warranty Deed 11,699 acres vOl
Page 3 of 8
ESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY, OR
T:y O�Y� RATION THEREOF,PREPARED OR FURNISHED BY ANY REAL ESTATE
R{iKE AGENT, EMPLOYEE, SERVANT, CONTRACTOR OR THIRD PARTY.
G TEFURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS
k RRESSLY ET FORTH IN THE CONTRACT, THE SALE OF THE PROPERTY AS
P O D FOR I�UIN IS MADE ON AN "AS IS" CONDITION AND BASIS WITH
. 'I IS ERSTOOD AND AGREED THAT THE PURCHASE PRICE
HA �E r-l"dUSTEA Y PRIOR NEGOTIATION TO REFLECT THAT ALL OF
THE PROP IA�I-S SOLD BY GRANTOR AND PURCHASED BY GRANTEE
SUBJEC" 7VE,A-ND•HE F� ING.
TO T-d HOLD the Property, together with, all and singular, the rights and
IJI appurtenances th6ietQ q yw' e belonging, to Grantee and Grantee's successors and assigns
forever, and sub t -my 4c-1he ermitted Exceptions, Grantor does hereby bind Grantor and
Grantor's successors an kytee gn to a and forever defend, all and singular, the Property
unto the Grantee and su,c sors and assigns, against every person whomsoever
lawfully claiming or to�"c tm-t e sarne or any part thereof by,through or under Grantor,but not
otherwise.
igna e ge` ollows]
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08500\1181\closing documents\Special Warranty Deed 11.699 acres v01
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XETED to be effective the 14"'day of August,2013.
&T�7R: RME 58,LLC,
� . a Texas limited liability company
Flo) By: MMM Ventures, LLC,
a Texas limited liability company,
its manager
2M Ventures, LLC,
a Delaware limited liability company,
its manager
� Mehrdad lvloayedi, Manager
r
THE STATE OF TEXAS
COUNTY OF 14& r
This instrument was ack`� ge efore me on August , 2013, by Mehrdad
Moayedi, Manager of 2M Ventures a Delaware-lifted liability company,the manager of
MMM Ventures, LLC, a Texas limited liability pany,manager of RME 58, LLC, a Texas
limited liability company,on behalf of said c npan .
Nata e of Texas
LAURA L WAYLAND
[Seal My Commission Expires - }
July 14,2016
S,R'Ut�CYYS
After Recording,Return to:
Koons Real Estate Law
3400 Carlisle Street, Suite 400
Dallas,Texas 75204
Attn: Tiffany Sanford
5
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08500\1 18 1\closing document0pecial Warranty Deed 1(.699 acres vOl
Page 5 of 8
f
EXHIBIT A TO DEED
Description of Property
G CT OF LAND SITUATED IN THE JOSE CHIRINO SURVEY,ABSTRACT
R 65 CITE' F FORT WORTH,TARRANT COUNTY,TEXAS,BEING A
P A'T T CT OF LAND (PHASE 2)DESCRIBED BY DEED TO RME 58,
LL CARD .- OUNTY CLERK'S FILING NUMBER D211307954, COUNTY
RECORDS,T T CO TY,TEXAS,AND BEING MORE PARTICULARLY
DESCRIHII B TL'S BOUNDS AS FOLLOWS:
BEGINNIN 2 I�IRON ROD FOUND AT THE NORTHEAST CORNER OF SAID
PHASE 2,BEIplwm�vrg EAST CORNER OF THAT TRACT OF LAND DESCRIBED
BY DEED TO E T,L.P. AS RECORDED IN VOLUME 13588,PAGE 183,
SAID COUNTY ==P� BE IN THE WEST LINE OF LOT 1R,BLOCK 4,
ALLIANCE GATEWAAYSUUYR,1 DDITION TO THE CITY OF FORT WORTH
RECORDED IN INSTR MEET WM BER D208140924, SAID COUNTY RECORDS;
if}fY 5
THENCE WITH THE COl�IIV EA`S�T L O�SAID PHASE 2 AND THE WEST LINE
OF SAID LOT 1R,BLOCK TFCFOLLfirwEj G`$EARINGS AND DISTANCES:
T
S 00 049'17" E,466.20 FEET TO A,- C T H ROD WITH PLASTIC CAP STAMPED
"PELOTON" FOUND;
S 87 047'14"W, 17.35 FEET TO A 1/2 INCH I N 17I3yo D;
S 01°03'39" W 150.00 FEET TO A 5/8 IN OH IIk41 RO • WITH PLASTIC CAP STAMPED
"PELOTON" SET;
THENCE N 88 056'21" W, 160.00 FEET DEPART GA C MMON LINE TO A 5/8 INCH
IRON ROD WITH PLASTIC CAP STAMPED "P LOti yTOyNi� ;
THENCE N 01°03'39" E,24.68 FEET TO A 5/8 INCH N{ O TH PLASTIC CAP
STAMPED "PELOTON" SET: -�
THENCE S 89°55'07" W,665.26 FEET TO A 518 INCH IRON OD I PLASTIC CAP
STAMPED "PELOTON" SET;
THENCE N 00°04'53" W,293.00 FEET TO A 5/8 INCH IRON RO S IC CAP
STAMPED "PELOTON" SET;
THENCE S 89°55'07" W, 55.00 FEET TO A5/8 INCH IRON ROD WIT {I�LI AP
STAMPED "PELOTON"FOUND;
THENCE N 00 004'53" W, 123.11 FEET TO A 5/8 INCH IRON ROD WITH PL S CAP
STAMPED "PELOTON"FOUND;
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08500\1 18 1\closing documenOSpecial Warranty Deed 11.699 acres v0i
Page 6 of 8
T N 44°55'07"E, 14.14 FEET TO 518 INCH IRON ROD WITH A PLASTIC CAP
D PELOTON FOUND;
T CF,,D18 055'06"E, 14.17 FEET TO A 5/8 INCH IRON ROD WITH PLASTIC CAP
S P OT UND;
T 00004'5 ' 60.75 FEET TO A 5/8 INCH IRON ROD WITH PLASTIC CAP
STAMP �LO` XA, FO IN THE COMMON NORTH LINE OF SAID RME 58,LLC,
PHASE . HESOU INE OF AFOREMENTIONED ATP,INVESTMENT,L.P.
TRACT; �
THENCE N 89° 10. 11111 �86t1.R FEET WITH SAID COMMON LINE TO THE POINT OF
BEGINNING AID N G 5109 595 SQUARE FEET OR 11.699 ACRES OF LAND
MORE OR LESS.
k
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085001118[tclosing documentslSpeciel Warranty Deed 11.699 acres v01 ter'
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Page 7 of 8
EXHIBIT B TO DEED
Permitted Exceptions
1 Standb fees,taxes and assessments by any taxing authority for the year 2013 and
su e er`-7-lt ea
2. a$elefit f r:r nnanent drainage facility,together with all rights granted therein,
conveye, the.-O Akf on Vorth, as described in document recorded in Document No.
D21221§q�9 of th Off. fa lie Records of Tarrant County,Texas,and shown on the
Boundary S ey oM c,- s,prepared by Peloton Land Solutions, Todd A.Bridges,
R.P.L.S.#49 0 dat 5,2013,last revised August 13,2013,2013, as Job#CEN11002.
3. Easement faf�aalt c ainage facility,together with all rights granted therein,
conveyed to the City #Fort o , a escribed in document recorded in Document No.
D212219068 of the icrAPu ireas of Tarrant County,Texas,and shown on the
Bound ary Survey of 1 f
699� es�,.gr'epared by prepared by Peloton Land Solutions, Todd A.
Bridges,R.P.L.S.#494.0, d tedr 13,last revised August 13,2013,2013, as Job
#CEN11002.
4. Easement for permanen alna of ility,tt ggether with all rights granted therein,
conveyed to the City of Fort Wor Ss 6scrib�d in document recorded in Document No.
D2122121643 of the Official Publics cc rtes of Tarrant-County,Texas, and shown on the
Boundary Survey of 11.699 Acres,pr ared by Pe ton Land Solutions,Todd A. Bridges,
R.P.L.S. #4940,dated June 25,2013, last revised Aougust', 3, 013,2013, as Job#CEN11002,
5. Lease for coal,lignite, oil, gas or other mr s,to-ether with rights incident thereto,
dated May 10, 1965,by and between Leola Rdyn- olds as Lessor, and Jack C.Frost,as
Lessee,recorded July 7, 1965 in Volume 4087,Page 4 3, ci 1 Public Records of Tarrant
County,Texas.
6. Unrecorded Oil and Gas Lease,together with ri 61, ent th eto, as evidenced by
Memorandum of Oil and Gas Lease dated January 12,200 ,b and e een McWood,L.P., as
Lessor, and ADEXCO Production Company, as Lessee,re or ed,pon 29,2004 in
Document No. D204031416,Official Public Records of T un ,T as. Surface rights
waived in unrecorded Oil and Gas Lease. Said lease affected by esiat>o;fo Unit recorded in
Document No. D204369823 and Assignment and Bill of Sale re rde�ifi D nt No.
D205366598, Official Public Records of Tarrant County,Texas,
7. Reservation of all grantor's rights to all oil,gas and other m i n e r s tl?er t� fights
8
incidental thereto,retained by Keller/Haslet Road,LLC, as grantor, in Special[Mile ty eed
filed December 21, 2011,recorded in Document No.D211307954,Officia�P rds of
Tarrant County,Texas. Surface rights waived as described therein.
8. Terms,covenants, conditions and restrictions set forth in that certain Third Su m 1
Declaration for Rolling Meadows by 165 Howe,Ltd., as declarant, and RME 58,L CP) er,
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0 8500111811closing documentsLSpecial Warranty Deed 11.699 acres voi
Page 8 of 8
t��d or about the date hereof and to be recorded in the Real Property Records of Tarrant
ty, exas prior to the recording of this Special Warranty Deed,which subjects the Property
0. certain Declaration of Covenants,Conditions and Restrictions for Rolling Meadows,filed
thee of the Tarrant County Clerk on June 21, 2004,recorded as Instrument No.
D2( 2919 'S the Real Property Records of Tarrant County, Texas, as amended by that certain
Firs.'t Afnen me t f led-qn December 21,2004 and recorded as Instrument No.D204392010 in
th Real 'ro Record of Tarrant County,Texas,and that certain Second Supplemental
Dehm " d on " 2013 and recorded as Instrument No. D213153200 the Real
Property,Rl C'o `I want County,Texas,
5, R
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08500\1181\closing documents\Special Warranty Deed 11.699 acres v01