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2011-R-42 Agreement Regarding Sewer FacilitiesRESOLUTION NO. 11-R-42 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING AN AGREEMENT REGARDING SEWER FACILITIES WITH SCHERTZ-CIBOLO-UNIVERSAL CITY INDEPENDENT SCHOOL DISTRICT, CROTON PROPERTIES, LLC, CYGNET LIMITED, AND FRED DEVELOPMENT, LLC, AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the City staff of the City of Schertz (the "City") has recommended that the City enter into an Agreement Regarding Sewer Facilities with Schertz-Cibolo-Universal City Independent School District, Croton Properties, LLC, Cygnet Limited, and Fred Development, LLC relating to rights of first refusal to 1,348 equivalent dwelling units of capacity in certain sewer facilities; and WHEREAS, the City Council has determined that it is in the best interest of the City to contract with Schertz-Cibolo-Universal City Independent School District, Croton Properties, LLC, Cygnet Limited, and Fred Development, LLC pursuant to the Agreement Regarding Sewer Facilities attached hereto as Exhibit A (the "Agreement"). BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS THAT: Section 1. The City Council hereby authorizes the City Manager to execute and deliver the Agreement with Schertz-Cibolo-Universal City Independent School District, Croton Properties, LLC, Cygnet Limited, and Fred Development, LLC in substantially the form set forth on Exhibit A. The City Manager, in consultation with the Mayor and the City Attorney, is hereby authorized to finalize the Agreement and all Exhibits thereto, provided that no modifications authorized by the City Manager shall be contrary to, or inconsistent with, the Agreement in the form attached hereto. Section 2. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for• all purposes and are adopted as a part of the judgment and findings of the City Council. Section 3. All resolutions, or pazts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. Section 4. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 5. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Resolution would have been enacted without such invalid provision. sonao~sz.r Section 6. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, Texas Govennnent Code, as amended. Section 7. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. PASSED AND ADOPTED, this 13th day of September, 2011. CITY OF SC ERTZ, TEXAS Mayor ATTEST: r y Secretary ~ ~ (CITY SEAL) saa~orsz. i After Recordin Please Return To Fulbright & Jaworski L.L.P. ~ 300 Convent Street, Suite 2100 Z San Antonio, Texas 78205 Z Attn: Katherine A. Tapley Q U STATE OF TEXAS COUNTY OF BEXAR IIIIIIIIIIIIIIIIIIIIIIIIIiIIIIIIIIIIIIIIIIIIIIIIIIIIII LT3-81-20110178945-1 AGREEMENT REGARDING SEWER FACILITIES This Agreement Regarding Sewer Facilities (this "Agreement"), is entered into to be effective as of September _, 2011 (the "Effective Date"), among the City of Schertz, Texas, a Texas municipal corporation (the "C~"), the Schertz-Cibolo-Universal City Independent School District, a political subdivision of the State of Texas (the "District"), Croton Properties, LLC, a Texas limited liability company ("Croton"), Cygnet Limited, a Texas limited liability partnership (" net"), and Fred Development, LLC, a Texas limited liability company ("Fred Develonmeut") (each a "Par ", and collectively, the "Parties"). Recitals °4VI'IEREAS, Croton and the District entered into an Agreement dated as of September 19, 2008- (the "Croton/District Agreement"), regarding the construction of certain sewerfacilities (the "Sewer Facilities"); and V~HEREAS, in Section 1.4 of the Croton/District Agreement, the District granted to Croton, or Croton's successor in title to the Croton Property (as hereinafter defined), a "right of first refusal" to acquire not more than 1,348 equivalent dwelling units ("EDUs") of capacity in the Sewer Facilities (the "Croton Property Right of First Refusal"), with such EDUs of capacity to be used only to serve the Croton Property, which is more fully described on Exhibit "A" attached hereto and incorporated herein for all purposes (the "Croton Property"); and WHEREAS, to the extent that the description of the Croton Property in the Croton/District Agreement conflicts with the description of the Croton Property contained in this Agreement, the Parties intend for the description of the Croton Property contained in this Agreement to control; and WHEREAS, Croton has entered into a purchase and sale agreement to sell approximately 121.97 acres of the Croton Property, which property is more fully described on Exhibit "B" attached hereto and incorporated herein for all purposes (the "Cygnet Property"), to Cygnet; and WHEREAS, Section 1.4 of the Croton/Disttict Agreement stipulates that the Croton Property Right of First Refusal runs with title to the Croton Property; and WHEREAS, the City, by its acknowledgement of the Croton/District Agreement, consented to the Croton Property Right of First Refusal; and 504380633 1 III I IIII IIIIIIIIIIIIIIIIIII IIIIIIIIIIIIIIIIIIIIIIIII III III WHEREAS, the City and the District entered into an Interlocal Agreement Between Schertz-Cibolo-Universal City Independent School District and the City of Schertz dated as of November 4, 2008, regarding the Sewer Facilities (the "Interlocal Agreement"); and WHEREAS, in the Interlocal Agreement, the District and the City agreed that the District Property (as defined in the Interlocal Agreement) and the surrounding areas would be served by the Sewer Facilities with a total capacity of 1,728 EDUs, with the District requiring 380 EDUs to serve future school facilities within the service area of the Sewer Facilities. The Croton Property Right of First Refusal covers the remaining 1,348 EDUs of capacity in the Sewer Facilities; and WHEREAS, Sections 3.5, 3.6, 3.7, and 3.8 of the Interlocal Agreement set forth the methods for• calculating the cost to be paid by the third party per• EDU of capacity in the Sewer Facilities; and WHEREAS, Section 3.9 of the Interlocal Agreement requires the City to make a Sewer Facility Reimbursement Payment to the District within thirty (30) days after receiving the Sewer Facilities Reimbursement Fee (the "SFR Fee") and the fifteen percent (15%) management fee (the "Management Fee"), both more fully described in the Interlocal Agreement, from a third party; and WHEREAS, the SFR Fee and the Management Fee are not in lieu of impact fees for wastewater hookup that are required to be paid at the time of hookup to the Sewer Facilities; WHEREAS,-Canton desires to transfer a portion of the Croton Property Right of First Refusal _ta the property owned by Fred Development, which property is more particularly described on Exhibit "C" attached hereto and incorporated herein for all purposes (the "Fr_ed Develomne~t=P~-onerty"); and WHEREAS, the Fred Development Property is not a part of the Croton Property, but is located within the service area of the Sewer Facilities; and WHEREAS, the transfer of a portion of the Croton Property Right of Pirst Refusal requires the consent of the City, the District, and Croton, and the joinder of Cygnet; and WHEREAS, the Parties desire to agree to certain terms related to the Sewer Facilities in accordance with the provisions of this Agreement. Agreement NOW, THEREFORE, in consideration of the foregoing and the agreements contained herein, the Parties agree as follows: Section 1.1. Consent to the Transfer of Part of the Croton Property Right of First Refusal. (a) The City and the District hereby consent to the transfer of a portion of the Croton Property Right of First Refusal with respect to 250 EDUs of capacity in the Sewer 50438063.3 Facilities (the "Fred Development Property Right of rust Refusal") from the Croton Property to the Fred Development Property. (b) The Fred Development Property Right of First Refusal shall run with title to the Fred Development Property and shall not be transferable to any other property without the prior written consent of the City, the District, and Fred Development and successors in interest to Fred Development with respect to the Fred Development Property. (c) The remaining portion of the Croton Property Right of First Refusal, which shall cover 1,098 EDUs of capacity in the Sewer Facilities (the "Remaining Croton Property Right of First Refusal"), shall continue to run with title to the Croton Property and shall not be transferable to any other property without the prior written consent of the City, the District, and the owners of record title to all or any portion of the Croton Property. Section 1.2. Transfer of the Fred Development Property Right of First Refusal. The Fred Development Property Right of First Refusal is hereby transfen~ed and conveyed from the Croton Property to the Fred Development Property. Section 1.3. Agreement Reearding Fees to be Paid. (a) The Parties acknowledge and agree that each time that one or more EDUs of capacity in the Sewer Facilities are conveyed by the City to a party other than the District, such third party shall-pay to the City the SFR Fee and the Management Fee attributable to each EDU of capacity in the-Sewer-Facilities conveyed to that party. Such fees have been calculated in accordance with Sections 3.6 - 3.8 of the Interlocal Agreement. The SFR Fee shall be Nine Hundred Twenty-Two_and 07/1-00 Dollars ($922.07) per EDU of capacity in the Sewer Facilities, and the Management Fee shall-be One Hundred Thirty-Eight and 31/100 Dollars ($138.31) per EDU of capacity in the Sewer Facilities, for a total fee of One Thousand Sixty and 38/100 Dollus ($1,060.38) per EDU of capacity in the Sewer Facilities. (b) Croton, on behalf of itself and all future owners of all or any part of the Croton Property, acknowledges and agrees that for each EDU of capacity in the Sewer Facilities that is conveyed to benefit all or any portion of the Croton Property (including, without limitation, through the exercise of the Remaining Croton Property Right of First Refusal), the SFR Fee and the Management Fee attributable to that EDU of capacity shall be paid to the City at the time that the EDU of capacity is conveyed for the benefit of the Croton Property. (c) Fred Development, on behalf of itself and all future owners of all or any part of the Fred Development Property, acknowledges and agrees that for each EDU of capacity in the Sewer Facilities that is conveyed to benefit all or any portion of the Fred Development Property (including, without limitation, through the exercise of the Fred Development Property Right of First Refusal), the SFR Fee and the Management Fee attributable to that EDU of capacity shall be paid to the City at the time that the EDU of capacity is conveyed for the benefit of the Fred Development Property. (d) As used in this Section 1.3, "conveyance" of EDUs of capacity in the Sewer Facilities shall be deemed to occur upon recordation of a plat, and the above-described 50438063.3 3 fees, which are to be paid upon conveyance, shall be due and payable to the City prior to recordation of the applicable plat. (e) The Parties acknowledge and agree that the SFR Fee and the Management Fee are not in lieu of wastewater impact fees. At the time of hookup to the Sewer Facilities, the applicable property owner, except the District, shall be required to pay any and all wastewater impact fees to the City. Section 1.4. Cygnet Joinder. By its joinder in this Agreement, Cygnet consents to the terms and agreements set forth herein and acknowledges and agrees that the Cygnet Property, and the present and future owners of any part of the Cygnet Property, shall be bound by the terms of this Agreement. Section 1.5. Imulied Waiver. The failure of a Party hereto to insist, in any one or more instances, upon performance of any of the terms, covenants, or conditions of this Agreement shall not be construed as a waiver or relinquishment of the future performance of any such term, covenant, or condition by the other Parties hereto, but the obligation of such other Parties with respect to such future performance shall continue in full force and effect. Section 1.6. Recitals and Exhibits. The recitals and exhibits are incorporated herein fully as matters of contract and not mere recitals and exhibits. Section 1.7. Notice. Any notices contemplated under this Agreement shall be deemed effectively given-(i) when personally delivered or (ii) five (5) business days after being correctly deposited in the United States mail and mailed certified mail, rehun receipt requested, to the noticed Party at its address~et forth below: If to the City: City of Schertz 1400 Schertz Parkway Schertz, Texas 78154 Attn: John C. Kessel, City Manager with a copy to: Fulbright & Jaworski L.L.P. 300 Convent Street, Suite 2100 San Antonio, Texas 78205 Attn: Michael L. Spain and Katherine A. Tapley If to the District: Schertz-Cibolo-Universal City Independent School District 1060 Elbel Road Schertz, Texas 78154-209 Attn: Superintendent of Schools with a copy to: Walsh, Anderson, Brown, Gallegos & Green, P.C. 100 N.E. Loop 410, Suite 900 San Antonio, Texas 78216 Attn: George E. Grimes, Jr. 50438063.3 If to Croton: Croton Properties, LLC 23003 Fossil Peak San Antonio, Texas 78261 Attn: Todd Burek with a copy to: Earl & Associates, P.C. 15303 Huebner, Bldg. #15 San Antonio, Texas 78248 Attn: Michael D. DeNuccio If to Cygnet: Cygnet Limited 3355 Chen•y Ridge San Antonio, Texas 78230 Attn: Chesley I. Swann with a copy to: Attn: If to Fred Development: Fred Development, LLC 1202 W. Bitters, Bldg. 1, Suite 1200 San Antonio, Texas 78216 Attn: Gordon V. Hartman with a copy to: Law Office of Ronald W. Hagauer 1602 N. Loop 1604 West, Suite LL102 San Antonio, Texas 78248 Attn: Ronald W. Hagauer Any Party may change its address for notice to any other address within the United States by providing the other Parties with at least ten (10) business days prior written notice of such change in the manner set forth herein for notices. Section 1.8. Severabilitv. The provisions of this Agreement are severable, and if any word, phrase, clause, sentence, paragraph, section, or other part of this Agreement or the application thereof to any person or circumstance shall ever be held by any court of competent jurisdiction to be invalid, unconstitutional, illegal, or unenforceable for any reason, the remainder of this Agreement and the application of such word, phrase, clause, sentence, paragraph, section, or other part of this Agreement to the other persons or circumstances shall not be affected thereby, and it is also the intention of the Patrties that, in lieu of each provision that is found to be invalid, unconstitutional, illegal, or unenforceable, to the extent legally permissible a provision be added to this Agreement which is valid, constitutional, legal, and enforceable, which is as similar in terms as possible to the provision being replaced, and which does not deprive the Parties of the benefit of the bargain described in the original form of this Agreement. Section 1.9. Entire Agreement. This Agreement constitutes the entire agreement between the Parties relative to the subject matter hereof. There have been and are no agreements, 50438063.3 covenants, representations, or warranties between the Parties as to the subject matter hereof other than those expressly stated or provided for herein. Section 1.10. Headines. The headings in this Agreement are for convenience only and shall not be construed to expand, limit, or otherwise modify the terms of the Agreement. Section 1.11. Governing Law and Venue. This Agreement is governed by the laws of the State of Texas, and the Parties agree that venue shall be in the courts of Guadalupe County, Texas. Section 1.12. Further Assurances. Each Party agrees that it will take such actions and execute such documents as reasonably necessary to fully carry out the purpose and intent of this Agreement. Section 1.13. Counterparts. This Agreement may be executed in multiple counterparts but will be considered as a single instrument when it has been finally executed by all of the Parties. Section 1.14. List of Exhibits. Exhibit "A" Legal Description of the Croton Properly Exhibit "B" Legal Description of the Cygnet Properly Exhibit "C" Legal Description of the Fred Development Property [The remainder of this page intentionally left blank.] 50438063.3 SIGNATURE PAGE TO AGREEMENT REGARDING SEWER FACILITIES IN WITNESS WHEREOF, the undersigned has entered into this Agreement Regarding Sewer Facilities as of the date of the acknowledgement to be effective as of the Effective Date. CITY OF SCHERTZ, TEXAS, a Texas municipal corporation By: Jo C. Kessel, City Manager STATE OF TEXAS § COUNTY OF GUADALUPE § This instrument was acknowledgezl-bzfore me on theO~ V'day of September, 2011, by John C. Kessel, the City Manager of the Ciry of Schertz, Texas, a Texas municipal corporation, on behalf of the City. [SEAL] ~aa»aa,aaaaaaa~aaaaaaaaaaaa~, SR ~Notaty Public in and for t ~ RhH E. GONZALEZ y Printed Name ofNotary:~ O ~ * ~ * ~ ~ ~ Notary Public state of Texas y ~ My Commission Expires: ~ '~~ Comm. F.rp, 10-31.2012 a F. °L ~G ~L "L •L ~L'C 5: ~GY• ~ ~ ~! <L': 4:'--,^ `! 4: @;V. ~G eC rG ~C •G 4yS 50938063.3 ,S' _ 1 SIGNATURE PAGE TO AGREEMENT REGARDING SEWER FACILITIES IN WITNESS WHEREOF, the undersigned has entered into this Agreement Regarding Sewer Facilities as of the date of the acknowledgement to be effective as of the Effective Date. SCHERTZ-CIBOLO-UNIVERSAL CITY INDEPENDENT SCHOOL DISTRICT, apolitical subdivision of the State of Texas By: Gj `~ Gr g Gibson, Ed.D., Superintendent of Schools STATE OF TEXAS COUNTY OF GUADALUPE This instrument was acknowledged before me on the / ~ay of September, 2011, by Greg Gibson, Ed.D., the Superintendent of Schools of Schertz-Cibolo-Universal City Independent School District, a political subdivision_of-the State of Texas, on behalf of the Independent School District. [ SEAL ] ~,/ g~°"`~, DEIDRA l EIRHEIM Notary Public in and for the State of Texas ®4 NOTANY%1BLI0 Printed Name of Notary: d~l'e~ ~.~ ~-,-a-h~rw~ SPATE OFTE7tA9 ~+~a~,~"` Cornm.Exp.041P201S My Commission Expires: q -I O-I 50438063.3 S-2 SIGNATURE PAGE TO AGREEMENT REGARDING SEWER FACILITIES IN WITNESS WHEREOF, the undersigned has entered into this Agreement Regarding Sewer Facilities as of the date of the acknowledgement to be effective as of the Effective Date. CROTON PROPERTIES, LLC, a Texas limited liability company By: Todd Burek, its Managing Member STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me on they of September, 2011, by Todd Burek, the Managing Member of Croton Properties, LLC, a Texas limited liability company, on behalf of said limited liability company. [SEAL] B. KAYE TILLEY 0'x'`4 iti€MY COMh11SSIIX4 E%PIRES 'xe^` May 6, 2(N3 Notary Public in~nd for the State of Te tas Printed Name of Notary: My Commission Expires: 50438063.3 S-3 SIGNATURE PAGE TO AGREEMENT REGARDING SEWER FACILITIES IN 1VITNESS WHEREOF, the undersigned has entered into this Agreement Regarding Sewer Facilities as of the date of the acknowledgement to be effective as of [he Effective Date. CYGNET LIMITED, a Texas limited partnership By: RCSW, Inc., a Texas corporation its General Partner ~~~-~ - - J By:~ - --- Chesley I. Swann, President STATE OF TEXAS COUNTY OF 3-e~~r This instrument was acknowledged before me on the~g~{-~1ay of J~, 2011, by Chesley I. Swann, President of RCSW, Inc., a Texas corporation and the General Partner of Cygnet Limited, a Texas limited partnership, on behalf of said limited partnership. [SEAL] Notary Public in and for the State of Texas Printed Name of Notary: ~akfzr -a Q t-Ja.~<.~-, My Commission Expires: 1~. I & ~,"~ ~"~~~~04' PATRICIAAWELCH Nolary Public, Slate of Tess ,y' {{{^^^111 ~., pqy epnmission Expires l2-08~2013 ~or~ i043S063.2 S-4 SIGNATURE PAGE TO AGREEMENT REGARDING SEWER FACILITIES IN WITNESS WHEREOF, the undersigned has entered into this Agreement Regarding Sewer Facilities as of the date of the acknowledgement to be effective as of the Effective Date. FRED DEVELOPMENT, LLC, a Texas limited liability company By: a an President STATE OF TEXAS COUNTY OF t~ '`I I ~ § ''AA^^ ~pi~ This instrument was acknowledged before me on the //" day of September, 2011, by Gordon V. Hartman, President of Fred Development, LLC, a Texas limited liability company, on behalf of said limited liability company. [SEAL] ,,,,,,, ~e~o`.•"•"?%.;'%. BEVERLY ANN RESENDEZ NOtar'y E Notary Public, State of Texas Pl'lnted ~• ti,,g My Commission Expires ~" December 02, 2011 My Coy and for the State of Texas ofNotary:_ on Expires: 50438063.3 .S'-5 Exhibit "A" Leal Description of the Croton Property Tract One• 1~LIINOTBS Aprl15, 2007 HBlNt3 1~9,403acres offend; ulhlteaK less, beltl$ rgmprised afapprox}rrlatcly 78:69A sense qut of the Mlles a, tledttcst 5urv8y ido, ?S, A;bstraa 41, County 8ioak SE~S'`t; a ox.imalcly 3A.929 acres outofthe Tnlian Itlaa ~irvey Zsra. bb, Ahatreaf Il}7, County ~laak S05ind approximatety 6.284 acres out of dip pillatn Bracken 5utveq Nb. T4, Abstr~t d~,. Cbnnty 131ocR 5055, IIaxar County, Taxaa and also being apFraXtrnatWy 29.496 acres out of a 112,G i acre tract dracr;bad in vo lutne 3013, page 34D: and ppprw~ttlsfUly l 10, 407 scree out ai a t 13,t5~a9te tree[ dtscclbed in Yoitun43Q#~, Yaga34~ 4t~e:Dead lteeatdsvfaexar [:ourtty,'faxas aad..being m4repartlcularly described as follows: 1]CC7LNNINty Brat[ lrizn lST,pa fottn~lu t}t~axiating.northtyast 1t.O:W.1[na of 7Law~4r Srguia Road for the most easrarly caayer cPrhi§ tract and tfra iuost tiasteriy corpse of the abavo ieferenccd 115;&3 acatFact, said polntalsn tiblasg`ttCCmosraaµrharly corner t1fa139,p6 acre tracrdeser[bcd in Volume 7423;1?agc b2l of tln lteaf Property ltccortts of IIexar County, Texas; T!-16NC8, S 60°03' 37°W, 57#.48 feet along aald northwestdL.Q. W, line to anlroa noel found for an anglo point of this tract; T7i)rNCB, N 85°3i'23"'(V;1b82:78.foac plorlgdhe:ai~tstingnorfri~;~t.W: iine-ofLovverSagvin Road m an Iron rod fwttd for a o6triar df this#raCt; ;l{Z~Si`1CE, N ]9'21'3}" W, 337.$3.Tcer ttl0ng the Gonlitt4rtlb]D Wltll a 1,2^k7 BCrt [tact ~I69CtibEd in YaluttrG 9'746, Pa$e 1833 of tUe }deal -Ar4peity Resards of.IIcxar.:Couaty, Texas to an lran rod found for a corner of Chia tract turd the reeler riorlhCastei iy cornet of Maid Y.227 acre tYact; THENCi?, S '10°48'25" Vd. 17'1..64 feet aloag the common line wltb said 1.?,~7 sore tractto a P-K nail found in a post for a corner of ttlls tract and the moat northwesterly corner of said1.227 sere treat; THENCE, N 29°51'S3" W, 7U4:x0 -feet along lI1G t:omntotr Itne wtrh an 11.500 acre react, surveyed the 141°.d~y of Rugttsl, 2996to as iroftiod fauruf:ln.thc sar+tra~orr llttq wieti a 33:874 Bare tract descr#bMle Valutne ]2638: i?;r~a 153 trfthe Stoatl'COpirtty ltecatds of;)~ioxat-County° Texas; TFF$TiC~3. I`7_~6.°~t~`2$" ]±.2d8.32.$Ct 310ng the cOiPnlonlid0 WSTI; Spid.~5.S74 ~CrQ tract to an iron rod fours for s cursor of-ails tract sad tiia most easterly nnraar utsald 33.874 acre trAa; THBNC~, N 30°01'90' CN, 1618.33 feet sioeg the commpn.line with 5ald 95.874 acre uastto an iron noel found !n the common line w}th s 29.980 acre tract desaribod in ~alume 5206. Page 58~ of the Aral Frogcxty lttcords of Bexar County, Tcxas'for the most westerly corttcr of thts tract snot the most- siortharly carn~r of-said 25.874 sate:. tsar, THENCE, N t;0°?2`3G'T, 1340.90 fee[ along rtta esrmmop_titre ±xlth sgiti 22,28A acre trarst;and. a 15.235 acr¢ trdcl dosca'lbrsd in Yalumc.8604, Pagq 17b:af we foal Property EtrCOrda of Bcxar County, Texas to an loon rud.twtutl for $:corrsCY of tints IISCr; S1M380G3.3 Exhibit "A", Page 1 -page 2{139_y09 acres] THN1itB, 924°~S"45` ~F 32QA0 far.slong ttie commQa llrle W[th st ]~:!i8 acrd traaE ttesprlbed itt Volume 6622, 1'~e 358 of the ,ltcal Ptopsrty Records. of Bexa; ~ourt~ fitutas tp an iron rad found far an interior ccxneraf this past and tha most southerly c4tnar of-said 14,48 ~c~etract; 1'NRNC>;, N SD°Ttl'S5" 1:, 443.00 feetaion$the cottunon Une with sa9d 14.48 acre tract to an iron pipe futnid fbt the most nnrthcrty caClter uP Lhia tram and the mggr aortberly corner wf eaFd ]]5.63 acct tract; '1'F(~]`ic:E, S 34'18' 36" E, 1387.,50 Ever alan~ the comttwtrfsnc~iino with card 135.ti6 acre pact to an iron rod found iri saint for an alg]e poii]t of this tl'$Ct; TH~i~CE, S 29"52'SS" ~, ]803.,?A feeq coatmuing niong the-eomgz4it fettix ]iue with agld 135.p6 sore tract to the pUIl+17' fYFt 11~(3`IIJ]9]Nti end coate]ting 139.9D3 ecrea o! lard, snore or lcsa. Natet i'lat also pr_cpared FN02, ] 57.A2 Y,ax~d SE+ltVeyor 50438063.3 Exhibit "A", Page 2 Tract Two: 13Hl:A Nt!'L"~ pegs 3 (40.467 Bares} NJarc112, 2447 H>rCNti 40.467 acres at7and, aiaaro or less, out~f ttie Mt1e's'S. ]3©wlatt Sut'vay No, 75, AtSatraot 61, Cuwaty It1oc~5US'1;llerxor~otmty, Teue atxl also being eaatytriseti oFG&Iaiste[y 34,66? acres out of. a• I12.8~ a~ trect.ttaalx'ibedSir Volttine 3013; pa$e 340; ~7tar county, Texas sad apptoacimstety Q,dU ttoYe;:laeing parrot Twiner l:Ialo Road {~;bandoned).as refelremeed in Yalttme 8221, Page 852, of tine Bead Records of $exwr County, Texas end being utrsre particularly described as tallowa. JiRGiI?tNiNG at as iron rid Poupd:at the iraterseetU~tt of iho txisda$ npFthvuest R.D.W. line of lower Stgultt Reed tirG repterilne of 3'tuiner. ~Ya1e Road {Abandoned] for fire mast sautiterly eorner vtihie tra#, sald.ptaint6ei~:8 60°42'27` W, 34'.bS fat'fmattha moat southerly coracr of the above rofettuxd l1~,61 acre tract; TILFsNCE. N '30°01'44" W, '7$3=~ feet along said conterline to an iron rod found at the iptera~tioa wltL the ttxistlug northeast R.O. W. ]Gee ofP, M. Highway 1348 for the begiruiing of a starve to the left; TS~i'[C!e, iu anarUaWestrzty dtrectCOa; alopgeaid.nortbeast:R.O, W,line of F. M. Highway 151.8 with a curve ttttving s raenttal angle ot99°35'S6". a radius of 2945.t')0 teat, a tattf{ant distance of 243.91 feet, adt ere 1 of`486;69 feet and s ulaard btrariug and. distance of N 25° 13'02" W, A86. 1.1 feet to a 6rokea cottcrate RA:w. marker found :for tfie end t~£ this cttrvc; THBNCE, 1130°Ql'04" Ytt, (l~ef,l3rg.) 759.84.114 feet along said ttioftheast R.v W. i t4 an iron rod fotwd iti saute for .diesbeglrming of a curve to the rlglst; TI'1>?i`ICH, along the rotluriott [ins with a $3.874 acre tract desatitiCd: iA Volttmo 12658, Page 163 of the Real Pxapcrty Recorde,l3exar County, Texas iti a nortlieaster~q d#oction along acid cviv~e having a central angel of 9if°21'49', a radius of 25.110 feet, a igngmtt distance of 25.16 seat, an arc lepgtL of 39:43 feet, and a chord bearing and. distance of N -r3 "49'53 "5, 95.47 feet to as iron rud fasted is same for [L,r rani af.tl6s curvy, THEIICI;, Yv 4Q°20'4?" liy 9$11,24 feat, slang the comrnon:line~vv~th:said 95.874 acre ttacl and belpg 60.40 feet trots avd paralleLto the aortlivvest liras of said 112.61 acre trxet to sm iron xad found for tlu begiAnin$ of a:curva to rho igMt; TRENCE, along the common line with said 35.8`14 acre tract, in•a souttiessteriy direx:tion along said curve having a central angle of 89°3S' 13', a radius of 25.00 feet, a tapgent distance of 24.84 ieet,. an arc length of 34. kl feet, and a c)toxd 1xiarSaag aabd diatattce of 5 74°50'46" E, 35.24 feet to ap froa rod found for the and of this carve; THHNCE, B 30°41'04" ~; 1589.81 feat aiottg rite cottrmon line with safd-35.87¢- acre tract 1o an irop rorl Fautxl for the most southerly sorest of sold 35.874-hers tract sad the most westeriycotner of nn `;l..SOO acretract deacKltisd iaYolutnF I255ti, lingo 1.53 ofthG Rbat YroiurG7' ltecoxda, 9axar County, Texas; 50438063.3 Exhibit "A", Page 3 Page ~ j40.g87 tutYP9) TC~~ICR, 829°18'08! ~, Si1.33 feet along the eomman linewitG said 11.5()0 acre tract to an iron rad found in the existing north k2.0.W. line of Lower.Stgttlt-Riiad foc the rngst tasterly curncr of this trait aad tlic uwst aas~thaly alrnc: of ssid ] 1.500 acre tract; TH>±NC~, N 85`3l'23' W, 13417 ~t alott€ -he~tAt~ i~•~-W linc to an 1mn rod found foren angle point nt this tract and the camntan corner at raid 112.b1 acne tract-and std 115.63 acre h'&ct~ T1I13NC7:%, S Gt}`(YL`Z7" W; 73.45 feet along the noriltwesE R<Q.W. Line of Lower Seyuln Road to the 1?OIN"f QF BE(3lNN1No and utn~uag 40.Ob7 acmes of land, morn or less. Note: Flat 'SuroEyor No. 7A7fL 50438063.3 Exhibit "A", Page 4 Exhibit "B" Legal Description of the Cv neg t Property fropcny I)esctiption of 121,97 acres of land out of the Miles S. t3ennelt 5ltrvey No. 75, AbslractNo. 61, Cnunh~ Block 505;, the Joliau Dinz Survey 1\ro_ GG, Abstracl No. I ti7, County 131ock 5059 and the William Braoken Survey No. 74, Abstracl No. 43, County Blink 5056, IIexar Couuty, Texas and also being out of n 139.903 acn: tract tlesigr:ated as Trac': l described by Teed rernrded in Voiuiue 1356&, Page 1934 of the Official Public Recorde of Bexnr County, Toxn:g acid 121.9? acres of innd being mom parlicularlydescribcd as .follows: Be~inniag: Al a act %" iron pin with red cap stamper] "M.SV. Cudc" on fhc We;f bonudury of Orc said 139.903 Here Ir:cl for fhc rnos! Swlhcdy Southwest comer of the herein described tract said set iron pin being Nl3°3714"\U, 276,18 feet from n %" iron pin with a yellow cap sln.npztl "BLS 2024" found on the North Rlght of Way line of L.awer SeGUin Road, fhc Soutlrwesl corner of the 139.103 acre Tract and ;outhcast comer of a 1.227 acre Tract of land described bydeed rcoorded in Volume ] 3E73, Page 2232 of the Ot(iclal Publicltea~rdsofBexa? Count}, Texas; 'Chence: \Vith Ure Westerly boundary ofthe herein described least, the following: Nl3°3T 14"W, 61.45 feet along the Fast hnnndary of said 1.227 Here tract of land to x found'h" iron pin with yellow cap stamped' BLS 2024" beiag the Northeast.:omer oC tltc 1.227 acre tract; S?0°40'25"\V,172.4G h:ct along the North boundary of said 1.227 acre tract to n fotmd mng trail cn lop of a 7" creosols fence post being 8rc Norlirtvest_comer of said L22? n¢ro tract; N30°04'44"\V, 703.$8 feet to a found %' iron pin with yellow say stamped "BLS 2C24" Ott the Soufa boundory of Lol 1, I)lock l As doscrihcd Ity suhdirisiun plat o." Ray D. Corbett junior High Subdivision recorder] in Volume 9600, Png~s 159-1 GI n' the O(ficial Public Records oE'-cxar Cganty, Texas; N36°39'57"L•, 248.45 feel tdong the South boundary of said l.ot I, Block I tc n fmrnc '/:" iron pin with rsd ~tp stomped "CLC" being the Southeast comer oC snid Lot 1, Block 7; 50438063.3 Exhibit "B", Page 1 N30°14'12"W, 1551.95 feet along the East boundary ofsaid Lot I, Black ! to a Cound %" iron pia with red cap stamped "CEC" being a point of curvature of a nou-tangent curva and #hc Southeast Right of Way terminus of Ray Corbett Drive as shown on said subdivision plat of Ray D. Corbett Junior High SubrJivision and also beiug the Southwest cornv~r of a 2.026 acre Itacf of land designated as Tract t described by Dccd recorded in Vohmtc 14343, Pago 1954 of Ute Ofliciai Public Records of Dexar County, Texas, the Northeast comer of said Lot 1, Block I and the Northwest comer of the herein described Tract; Thence: Along fhc Southerly bomrdary of said 2.028 acre tract and the Notrherly boundary of the herein described tract, the following: 13.34 feet with the arc of n curve, concave to the North, having a radius of 430.00 fact, a central angle of O1 °46'37° and a chord bearing and rlistartce of N59°50'31"E , 13.33 feet to found '/," iron pin with red rnp stamped "CEC" being a point ofnon-tangency; NS%°20'13"E, 178.15 feet to a found '/," icon piu with red cap slurped "CEC" being n point of curva(ure of a non•tangenl curve; 18.25 feet with llrc arc of a curve, concavo to the SouUr, hnving a radius of 370.00 feet, n central angle of 02°49'37" and n chord bearing and distance of N58°55'44"E , 18.25 feel to found '/a" iron pin with red cap stantpcd "CEC" being a point of langcttcy; N60°20'12"E, 2273% feet k) a found %"icon pin with red cap stamped "CEC"; N60°(Tt I "E, 658.27 foot to a lound'h" iron pht with red cap stamped "CEC" being a point ofcurvattue; 268,16 fcet with the arc of a curve, concave to the South, having a radius of 370.00 feel, a central angle of dl°31'30" and a chord bearing and distnnec of N81°02'56"L'•, 262,33 feet to found'/," iron pin with red cap stamped °CEC" on the West boundary of a 0.703 acre tract of land described by Dced recorded in Volume 14343, Page 1960 of the Official Public Rocords of Bexar County, Texas, said h~on pin being iha Southeast comet ofsaid 2,028 acre Iraq; Thence; Continuing with the Northerly boundary of the herein described tract along the West and South boundary ofsaid 0.708 acre tract, the following: S29°53'25"E, 163.58 feet to a found %," iron pin with yellow cap stamped "BLS 2024" being the Spulh comer of said 0.708 acre frost; N50°15'43"E, ! 82.14 feet to a found %:"iron pin with red cap stamped "CEC" being a pohrt of cttrvatuee of a non-tangent curve and the West corner of a 0.289 acre Lract of lnpd designated as Tract 2 described by Deed recorded in Volume 14343, Pagc 1954 of the Officiai Public Records of 13exar County, Texas; 50438063.3 Exhibit "B", Page 2 `[7lence: Continuing with the Northerly baundnry of O~c herein describcxl hacl along the South botmdnry of said 0.289 acre Tract, the following: 232.79 feet with Ute arc of n ourve, concavo to the North, having a radius of 430.00 feet, a central angle of 31°01'04" and a chord bearing and. distance of NG7°41'51 "E , 229.95 feet to found %" iron pin with red cap starnped "CEC" being a point of tangency; N52°11'19"F., 31.57 feel to a found 'h" iron pin with red cap stamped "CEC" an the Wes[ boundary of a 25.01 acre tract of land doscribed by Dced recorded in Volume 14298, Page 7 of the C)fficial Public Records of Bcxar County, 'T'exas, said iron pin being the Southeast corner of said 0.289 acre trnet, and the Northeast comes of the herein described Irset; Thence: W(th the Easterly boundary of the heroin described pact and the Easledy boundary of the said 13').903 acre tract, the following: 330°31'28"E, 151 6.78 feet to a founcl 'h" iron pin on the West boundary of n 195-pG acro lruct of land described by Dced rernr'ded in Vohune 7423, Psges 621-624 of tho Official Public Records of $exar County, Texas; 530°OG'DS"L:, i 525.67 feet slang the West boundary of said 135.06 acre trncl to n set 1" iron pin with red cap stomped "M.1~. C;ude being Ute F.nst comer of the Irereiu described tract and also beint; N30°06'OS"W, 276.91 feet from a 1" iron pipe found on the NoMhwesl Right of Way line of Lower 3ogtdtt Ropd for the East-tamer of the ssid 139.903 acre tract; Thence, Along the 5otuherly boundary of the herein described tract, crossing the 130.903 acre tract, the following: S59°40'33"W, 177.93 feet to a set h"iron pin with red cap stamped "M, W, Curie"; N30°19'27"'W, 33,31 feel to a set %" iron pin with red cap slFimped "M.W. Cudo' ; S59°3708"W, 264.61 feel to n set %s'"iron pin with red cap stamped "tYi,W. Cudc"; S09°40'44"W, 26.14 :feet to a set'fj" iron pin wflth red cap stamped "tvLW. Code", N80°19'16"W, 186.00 feet to a set !"iron pin with red cap stamped "M.W. Cudc"; S09°40'44"W, 9.58 foot to a set %i 'iron pits with tcd wp slarnped "M,W. Cudc"; N80°19'16"W, 120.00 feet fo a set'h"iron Pin with red cap slallaped "M,W, Cudc", 509°40'44"W, 14,65 feet to a set %" iron pin with red cap stamped "M. W. Curie"; 50438063.3 Exhibit "B", Page 3 N80° 19'I G"1V, 170.00 feet to a scl %z" iron pin with red cep stamped "M. W. Curie`; S09°40'44"tV, S.G3 feet to a set %" iran pin with red cap stamped "~i. W. Curie"; N85°5752"W, 1024.91 feet to a set %" iron pin with red cap stamped' i~1.W, Curie' ; S76°l1'37"W, 50.00 feet to n set'/_"iron pin with red cap stamped "M.W. Cnde"; N73°48'23"1V, IG.04 Ceet to a set %:" iron pin with red cap stamped "~i.W. Curie' ; S7G"11'37"1V, 1499G feel to the POINT Or BCGTNNRJG, cbulaiuing 12197 acres of laud Npte: Be~uings used in this drscription are referenced to the Texas State Plane Coordinate System, South Central 7..one NAD 83-93. Reference is made to Survey Plat dated February 8, 2011 accompanying these Held notes. 50438063.3 Exhibit "B", Page 4 Exhibit "C" Leeal Description of the Fred Development Pro~3erty `JIB. ~. ' . sum~nnc FIELD NOTES Fox A 67.77 acre tract of land, being all of that 67.74 acre Raet of land, situated in the Cily of Schedz out of the J. Leal Survey No. 79, Abstract 424, County Dlock 5058, Bexaz County, '1-cxas, ns couveyed to Mustang FiR}"-One, LTD. ofrecord in Volume 12172 Page 428 and Volume ]4652 Page 1799, Official Public Records of Bexar County Texas. BEGINNING at a found 1/2"irou rod capped "DYE ENT" in the soulhweslr1ght-of--way line of PM 151 R, a variable width right-of--way, for lbe southeast canter ofthe remaining tract of a 100.94 acre tract of land of record in Volume 7645 Page 318, Official Public Records of Bexar Cowtty, "texas nod the most easterly northeast comer of the 67.74 acre tract aad the tract described herein; THENCE; Along and with the soulhtvest righlof--way line of FM 151 R and the east liue of a 67.74 acre tract and the tract described herein, rho following calls and distances: 1) S 30° 16'41" E, a distance ot324.33 feet fo a found 1'cxas Depamnen[ of "1'ransportalion (TXDOT) Bmss Disc Monument al a point of curvature; 2) with a trove to the leQ havhtg a radius of 5770.00 feet, an arc of 234.08 feel, a deha of 02°19'28", and a chord bears S 31°08'57" E, a distance of 234.06 feet, to a found TXDO'f Bmss Disc Montmtenl at a point of tangency; 3) S 32°27'01" E, a distance of 292.60 feel to a found TXDOT Brass Disc Monument at a point of curvature, and 4) with a curve to the right, a radius of 5690.00 feet, having an arc of 109.74 feet, a delta of Ol°06' 18", attd a chord bears S 30°50'22" E, a distance of 109.74 feet, to e set 1/2" iron rod v+~th Blue Plastic Cap Stamped "KFW Surveyiog" for the northeast corner of a 25.62 acre lcact, called Tract 1, conveyed to Conrad J. Hillert of record in Volume 6105 Page 506, Ofllcial Public Records of Bexar County, Texas attd for the southeast comer of the 67.74 acre tract and the Iract described herein; THENCE: along and with the north line of a 25.62 acre tract and the south line of a 67.74 acre tract and the tract described herein, the following calls and distances; ]) S 59°38'16" \V, a dist+utce of 1547.97 feet to a set I/2" irou rod vvilh Blue Plastic Cap Stamped "1CF W Surveying" for an angle point, and 2) S 60°02' 1$" \[+, a distance of 751.00 feel to a found ]/2"iron rod for the northwest corner of the 25.62 acre tract nod the northeast corner of Tract 1 S and Tract 14 of Windy Acre Subdit~sion of record in Volume 6800 Page 47, ---,~,~ - 7400 Blanco, Suite 261 San Antonio, Texas 78216 . Phone: (210) 979-6444 . Fax: (210) 979-0499. vnvw.ktwengineers.com 50438063.3 Exhibit "C", Page 1 Deed and Plat Records of Bexar County, Texas, the southeast corner of a 63.58 acre tract of land conveyed to Timothy P. a11d Alison G, Adams of record in Volume 6442 Page 1971, Official Public Records of Bexar County, Texas and for the southwest corner of the 67.74 acre tract and the tract described herein; THENCE: N 30°24'31" W, along and with the east line of a 63.58 acre tract and the ta~est line of a 67.74 acre tract and the tract described herein, a distance of 1861.59 feet to a found nail in the southeast right-of=way line of West Shaefer Road and for the northeast confer of the 63.58 acre kract and the northwest corner of the 67.74 acre tract and the hart described herein; THENCE: N 59°47'24" E, along and with the southeast right-of--way line of Vest Shaefer Road, a distance of 832.26 feet to a found 112" iron rod capped "DYE ENT" for the northwest corner of the remaining tract of a 100.94 acre tract and the most northerly northeast conger of the 67.74 acre tract and the tract described herein; THENCE; S 30° 16'52" E, departing the southeast right-of-way line of West Shaefer Road, along and with the northeast line of a 67.74 acre tract, a distance of 900.04 feet to a found I /2" iron rod capped "DYE ENT" for the soutlnvest contcr of the remaining tract of a 100.94 acre tract and an interior comer of the frost described herein; TI[ENCE: N 59°4754" >, along and with a northwest line of the 67.74 acre tract and a southeast line of the remaining tract of a 100.94 acre tract, a distance of 1455.17 feet to the POINT OF BEGINNING and containing 67.77 acres (2,952,159 square feet more or less). Said tract being described in accordance with a survey prepared by urw Surveying. JobATO.: ]0-138 Prepared by: Iff'QV Surveying Date: December 13, 2010 rile: S:~Draw 2010V0-138 FM 1518 ShenzG7 ac1DDCS\PN-67.77 L Doett 20110178946 Fees: $98.00 10/06/2011 11 :03RM 11 Pages 21 Fl lad 8 Recorded In the Offlelal Public Records of fiEXRR COUNTY CERRRD RSCKHOFF COUNTY CLERK Anp prorltlon hnsin rXlsh rnarisls IDs oats or use o11Xa dnotlDed real pprapaslrr Desusa of nu It lnralld and unanlorceaNa undo Eadanl lax SIAIE Of tE1US, t0UX1Y OF SE1GR I XenDy tsrlly IDa IXIe Iharument ru FILEO In flla XumDar SaEranse on IMsdaeandellMllmseumpsd~~sonDymeandwasdul~AECOADED In tXs OXi<bl PuDIID Aewrd al RNI Propsrlr of Seru tounry, Tans on: OCT 0 6 2011 °~„iY Cfpq `b'""' COUNT! CLERK BEXAR COUNTY, TEpWS 50438063.3 Exhibit "C", Page 2