12-R-18 Authorizing a second agreement regarding sewer facilities with SCUCISD, Croton Properties, LLC, Fred Development, LLC and Gordon V. Hartman Enterprises L.P.RESOLUTION NO. 12-R-18
CONNECTION THEREWITH
A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF
SCHERTZ, TEXAS AUTHORIZING A SECOND AGREEMENT
REGARDING SEWER FACILITIES WITH SCHERTZ-CIBOLO-
UNIVERSAL CITY INDEPENDENT SCHOOL DISTRICT, CROTON
PROPERTIES, LLC, FRED DEVELOPMENT, LLC, AND GORDON V.
HARTMAN ENTERPRISES, L.P., AND OTHER MATTERS IN
WHEREAS, the City staff of the City of Schertz (the "City") has recommended that the
City enter into a Second Agreement Regarding Sewer Facilities with 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"), Fred Development, LLC,
a Texas limited liability company ("Fred Development"), and Gordon V. Hartman Entelprises,
L.P., a Texas limited partnership ("Hartman Enterprises"), relating to the transfer of a right of
first refusal to acquire not more than 95 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 the District, Croton, Fred Development, and Harman Enterprises pursuant to the
Second Agreement Regarding Sewer Facilities attached hereto as Exhibit A (the "Agreement").
THAT:
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS
Section 1. The City Council hereby authorizes the City Manager to execute and
deliver the Agreement with the District, Croton, Fred Development, and Harman Enterprises in
substantially the form set forth on Exhibit A.
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 parts 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any provision of this Resolution are hereby repealed to the extent of such conflict, and the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.
50501288.1
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 Government Code, as amended.
Section 7. This Resolution shall be in force and effect from and a$er its final
passage, and it is so resolved.
PASSED AND ADOPTED, this 28th day of February, 2012.
ATTEST:
City Secretary
(CITY SEAL)
sosmzsa.i
EXHIBIT A
SECOND AGREEMENT REGARDING SEWER FACILITIES
sosazsa.i A-1
After Recording, Please Return To:
Fulbright & Jaworski L.L.P.
300 Convent Street, Suite 2100 III IIIIIIIIIIIIIIIIIIIIII~IIIIIIIIIIIIIII
San Antonio, Texas 78205
Attn: Katherine A. Tapley
W STATE OF TEXAS §
Z §
Q COUNTY OF BEXAR §
U
fn SECOND AGREEMENT REGARDING SEWER FACILITIES
This Second Agreement Regarding Sewer Facilities (this "Aereement"), is entered into
to be effective as of the ~}~lay of _, 2012 (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"), Fred Development, LLC,
a Texas limited liability company ("Fred Develomnent"), and Gordon V. Hartman Enterprises,
L.P., a Texas limited partnership ("Hartman Enterprises") (each a "Par ", and collectively,
the "Parties").
Recitals
WHEREAS, Croton and the District entered into an Agreement dated as of
September 19, 2008 (the "Croton/District Aereement"), regarding the construction of certain
sewer facilities (the "Sewer Facilities").
WHEREAS, 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 Rielrt 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").
WHEREAS, pursuant to an Agreement Regarding Sewer
Dish•ict, Croton, Fred Development, and Cygnet Limited,
("Cvenet"), dated as of September 2011 and recorded October 6, 2011 as Document Number
20110178945 in the Official Public Records of Bexar County, Texas (the "Sewer Aereement"),
the parties to the Sewer Agreement agreed that to the extent that the description of the Croton
Property in the Croton/Distr•ict Agreement conflicts with the description of the Croton Property
contained in the Sewer Agreement, the parties to the Sewer Agreement intended for the
description of the Croton Property contained in the Sewer Agreement to control.
WHEREAS, the description of the Croton Property contained in this Agreement matches
the description of the Croton Property contained in the Sewer Agreement.
WHEREAS, Section 1.4 of the Croton/District Agreement stipulates that the Croton
Property Right of First Refusal runs with title to the Croton Property.
Facilities between the City, the
a Texas limited partnership
50494210.2 1 Book 15412 Page 1634 21pgs
WHEREAS, the City, by its acknowledgement of the Croton/District Agreement,
consented to the Croton Property Right of First Refusal.
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
Novembet• 4, 2008, regarding the Sewer Facilities (the "Interlocal Agreement").
WHEREAS, in the Interlocal Agreement, the District and the City agreed that the Dish•ict
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.
WHEREAS, Sections 3.5, 3.6, 3.7, and 3.8 of the Interlocal Agreement set forth the
methods fot• calculating the cost to be paid by the third patty per EDU of capacity in the Sewer
Facilities.
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.
WHEREAS, the SFR Fee and the Management Fee are not in lieu of impact fees for
wastewater hookup that ate required to be paid at the time of hookup to the Sewer Facilities.
WHEREAS, pursuant to the Sewer Agreement, Croton transferred a portion of the Croton
Property Right of First Refusal with respect to 250 EDUs of capacity in the Sewet• Facilities (the
"Fred Development Property Right of First Refusal"), from the Croton Property to property
owned by Fred Development which property is more particularly described on Exhibit "B"
attached hereto and incorporated herein for all purposes (the "Original Fred Development
Pro er ").
WHEREAS, the City and the District consented to the transfer of the Fred Development
Property Right of First Refusal from the Croton Property to the Original Fred Development
Property in the Sewer Agreement.
WHEREAS, Fred Development desires to transfer a portion of the Fred Development
Property Right of First Refusal from the Original Fred Development Property to other property
owned by Fred Development, which property is more particularly described on Exhibit "C"
attached hereto and incorporated herein for all purposes (the "New Fred Development
Pro er ").
WHEREAS, Croton also desires to transfer a portion of the remaining Croton Property
Right of First Refusal to the New Fred Development Property.
50494210,2 2
WHEREAS, the New Fred Development Property is located within the service area of the
Sewer Facilities.
WHEREAS, when the Sewer Agreement was signed, Croton had entered into an
agreement with Cygnet (the "Cyeuet Aereement") to sell to Cygnet a portion of the Croton
Property. As a result, Cygnet signed the Sewer Agreement to consent to the terms of the Sewer
Agreement. Since that time, the Cygnet Agreement has terminated, and therefore, Cygnet is not a
necessary party to this Agreement.
WHEREAS, Croton has since entered into an agreement to sell a portion of the Croton
Property to Hartman Enterprises (the "Hartman Enternrises Aereement").
WHEREAS, the transfer of a portion of the Fred Development Property Right of First
Refusal requires the consent of the City, the Dish•ict, and Fred Development.
WHEREAS, the transfer of a portion of the Croton Property Right of First Refusal
requires the consent of the City, the District, and Croton.
WHEREAS, the Parties desire to agree to certain terms related to the Sewer Facilities in
accordance with the provisions of this Agreement.
Aereement
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 Fred Development Property Right of
First Refusal.
(a) The City, the District, and Fred Development hereby consent to the
transfer of a portion of the Fred Development Property Right of First Refusal with respect to 21
EDUs of capacity in the Sewer Facilities (the "First New Fred Development Property Right of
First Refusal") from the Original Fred Development Property to the New Fred Development
Property.
(b) The First New Fred Development Property Right of First Refusal shall run
with title to the New Fred Development Property and shall not be transferable to any other
property without the prior written consent of (i) the City, (ii) the District, and (iii) the owner(s) of
record title to the New Fred Development Property.
(c) The remaining portion of the Fred Development Property Right of First
Refusal, which shall cover 229 EDUs of capacity in the Sewer Facilities (the "Remainine Fred
Development Property Right of First Refusal"), shall continue to r•un with title to the Original
Fred Development Property and shall not be transferable to any other property without the prior
written consent of (i) the City, (ii) the District, and (iii) the owner(s) of record title to the
Original Fred Development Property.
50494210.2
Section 1.2. Consent to the Transfer of Part of the Croton Property Right of First
Refusal.
(a) The City, the District, and Croton hereby consent to the transfer of a
portion of the Croton Property Right of First Refusal with respect to 74 EDUs of capacity in the
Sewer Facilities (the "Second New Fred Development Property Rielrt of First Refusal") from
the Croton Property to the New Fred Development Property.
(b) The Second New Fred Development Property Right of First Refusal shall
run with title to the New Fred Development Property and shall not be transferable to any other
property without the prior written consent of (i) the City, (ii) the District, and (iii) the owner(s) of
record title to the New Fred Development Property.
(c) The remaining portion of the Croton Property Right of First Refusal,
which shall cover 1,024 EDUs of capacity in the Sewer Facilities (the "Remainin¢ 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 (i) the City,
(ii) the District, and (iii) the owner(s) of record title to the Croton Property.
Section 1.3. Transfer of the First New Fred Development Property Right of First
Refusal. The First New Fred Development Property Right of First Refusal is hereby transferred
and conveyed fiom the Original Fred Development Property to the New Fred Development
Property.
Section 1.4. Transfer of the Second New Fred Development Propert~~ht of First
Refusal. The Second New Fred Development Property Right of First Refusal is hereby
transferred and conveyed from the Croton Property to the New Fred Development Property.
Section 1.5. Agreement Re ag rding 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 07/100 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
Dollars ($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, reaffirms, 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.
soa9azio.z 4
(c) Fred Development, on behalf of itself and all future owners of all or any
part of the Original 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 Original Fred
Development Property (including, without limitation, through the exercise of the Remaining
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 Ciry at the time that the EDU of capacity
is conveyed for the benefit of the Original Fred Development Property.
(d) Fred Development, on behalf of itself and all future owners of all or any
part of the New 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 New Fred
Development Property (including, without limitation, tluough the exercise of either the First
New Fred Development Property Right of First Refusal or the Second New 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 New Fred Development Property.
(e) As used in this Section 1.5, "conveyance" of EDUs of capacity in the
Sewer Facilities shall be deemed to occur upon recordation of a plat, and the above-described
fees, which are to be paid upon conveyance, shall be due and payable to the City prior to
recordation of the applicable plat.
(f) 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 1.6. Hartman Enterprises Joinder. By its joinder in this Agreement, Hartman
Enterprises consents to the terms and agreements set forth herein and acknowledges and agrees
that the portion of the Croton Property subject to the Hartman Enterprises Agreement (the
"Hartman Enterprises Property"), and the present and future owners of any part of the
Hartman Enterprises Property, shall be bound by the terms of this Agreement.
Section 1.7. Implied 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 Patties with
respect to such future performance shall continue in full force and effect.
Section 1.8. Recitals and Exhibits. The recitals and exhibits are incorporated herein
fully as matters of contract and not mere recitals and exhibits.
Section 1.9. Notice. Any notices contemplated under this Agreement shall be deemed
effectively given (i) when personally delivered or (ii) five (S) business days after being correctly
deposited in the United States mail and mailed certified mail, return receipt requested, to the
noticed Party at its address set forth below:
soa9az~o.z 5
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.
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: David Earl
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
If to Hartman Enterprises: Gordon V. Hartman Enterprises, L.P.
1202 W. Bitters, Bldg. 1, Suite 1200
San Antonio, Texas 78216
Attn: Gordon V. Hartman
soavaz~o.z 6
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 (]0) business days prior written notice of such
change in the manner set forth herein for notices.
Section 1.10. Severability. The provisions of this Agreement are severable, and if any
word, please, 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, please, 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 Parties 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 1.11. Entire Agreement. This Agreement constitutes the entire agreement
between the Parties relative to the subject matter hereof. There have been and are no agreements,
covenants, representations, or warranties between the Parties as to the subject matter hereof other
than those expressly stated or• provided for• herein.
Section 1.12. 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 1.13. 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 1.14. 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 1.15. 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 1.16. List of Exhibits.
Exhibit "A" Legal Description of the Croton Property
Exhibit "B" Legal Description of the Original Fred Development Property
Exhibit "C" Legal Description of the New Fred Development Property
50494210.2
[Signatures and Acknowledgments on the follorvingpages.]
50494210.2
SIGNATURE PAGE TO
SECOND AGREEMENT REGARDING SEWER FACILITIES
IN WITNESS WHEREOF, the undersigned has entered into this Second 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
STATE OF TEXAS
COUNTY OF CiI3
~ehin C. Kesel, City Manager
This instrument was acknowledged before me on the day of _ l~\Q '~_, 2012, by John
C. Kesel, the City Manager of the City of Schertz, Texas, a Texas municipal corporation, on
behalf of the City.
[SEAL]
Notary Public in and for the State of Texas
Printed Name of Notary;
My Commission Expires:
~o~'~'"~~ PAULETTE GERHART
~r Notary public
~~~4 State of Texas
My Comm, Exp. 01-02-2016
soa9az~o.z S-1
SIGNATURE PAGE TO
SECOND AGREEMENT REGARDING SEWER FACILITIES
IN WITNESS WHEREOF, the undersigned has entered into this Second 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:
~~
Greg Gibson, Ed.D.,
Superintendent of Schools
STATE OF TEXAS
COUNTY OF GUADALUPE
This instrument was acknowledged before me on the ~b day of f'~bru o...../ , 2012, by Greg
Gibson, Ed.D., the Superintendent of Schools of Schertz-Cibolo-Uni- versal~City Independent
School District, a political subdivision of the State of Texas, on behalf of the Independent School
District.
[S AL ~ ~
~~prav~ DEIDRA L ETRHEIM ~ n ~/ - , ~- i~it/~-.t~..~~
~ . NOTARY PUBLIC -~/`~/`~'*"
g"FO~e Comm. Exp,09 10-2013 otary Public in and for• the State of Texas
Printed Name of Notary: ~ e . ~ r . ~- - ~-~~ h e, ~.,,~
My Commission Expires: q-~ d - / ~
soa9azLO.z S-2
SIGNATURE PAGE TO
SECOND AGREEMENT REGARDING SEWER FACILITIES
IN WITNESS WHEREOF, the undersigned has entered into this Second 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
STATE OF TEXAS
COUNTY OF BEXAR
By:
Todd Burek, its Managing Member
This inshvment was acknowledged before me on the day of March, 2012, by Todd Burek,
the Managing Member of Croton Properties, LLC, a Texas limited liability company, on behalf
of said limited liability company.
[SEAL]
`~~' B.KAYETILLEY
' , MY COMMISSION EXPIRES
."~?~,p„i~^~ May 6, 2013
Notary ublic m a for the State of T s
Printed Name of otaiy:
My Commission Expires:
saavazio.z S-3
SIGNATURE PAGE TO
SECOND AGREEMENT REGARDING SEWER FACILITIES
IN WITI~rESS WHEREOF, the undersigned has entered into this Second 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:
Gor an
President
STATE OF TEXAS
COUNTY OF L ~A~~
This instrument was acknowledged before me on the ~" day of /"A2~F7 , 2012, by
Gordon V. Hartman, President of Fred Development, LLC, a Texas limited liability company, on
behalf of said limited liability company.
[SEAL]
P,~T~y
3=,.,, .,;4`- BEVERLY ANN RESENDEZ IQOtar Public Iri a
Notary Public, State of Texas y
°., My Commission Expires PClnted Name Of
''+'„fp'; loft D0C(imbBr 02, 2015
My Cormnission
for the State of Texas
50494210.2 S_Q
SIGNATURE PAGE TO
SECOND AGREEMENT REGARDING SEWER FACILITIES
IN WITNESS WHEREOF, the undersigned has entered into this Second Agreement
Regarding Sewer Facilities as of the date of the acknowledgement to be effective as of the
Effective Date.
GORDON V. HARTMAN ENTERPRISES, LP,
a Texas limited partnership
By: GVH ENTERPRISES
MANAGEMENT, LLC,
a Texas limited liability company,
its general partner
By:
STATE OF TEXAS §
COUNTY OF ~
a~ /I
This insttument was acknowledged before me on the 1 day of m~~~17 , 2012, by
Gordon V. Hartman, President of GVH Entetpt'ises Management, LLC, a Texas limited liability
company, the general partner of Gordon V. Hartman Enterprises, LP, a Texas limited
partnership, on behalf of said entities.
[SEAL)
,e„q..Z•,•.,,, BEVERLY ANN RESENDEZ NOtat'y
_ Notary Public, Slate of Texas printed
My Commission Expires
.;';t;t~~:;°' December 02, tot 5 My Coi
„~,,,.•
fin and for the State of Texas
of Notary:
on Expires:
50494210.2 S-5
Exhibit "A"
Lesal Description of the Croton Property
Tract One:
1~1:>axo~'gs
Aprh 5, 2007
13EINt3 19,903 astxts of.lend, ,slate art leat+, btzjgg cotgpIi;ed of apprpzjrii2tCly 78:filO sores 4ttt
of the tvllles S. Hanttert Survey 1'lA. 79, Abstract 61, Cau,sty Slack 3(357'; aox:intataly sa,429
acrt±s outofthe:fullan 1?iats Garvey Nn. 6Fi, Abatr~ 1.87, Carroty 131acfe:305 :and aeproxiMately
6.2$4 acres out of dte 'Plillem Staaken Survey Nti, 74, Afistraet 43, Cotuaty gloeit 5D96, Baxar
County, Texas and also'bFing approxlrrustely 29,496 acres out of a 112,41 acro tract dracrilred in
Volume 30]3, Pte 340: gttd dpprw~Lf-rstitaly f 10.407 acra>E opF.of _a 1 i3,63'aata traex described 1n
volume9013, Page 342 o[the 1Jecd,Se~rda of}3eatar County, Texas itttd being more;particularly
dexor-36ed as [oliaws:
15GCLNNI NC3 at art Iron plpe fatrnd le the exiatiug, northwest 12.0: W. tiers of 1:otver Saguia Road
for the meat eaatarly corner of this tract and the inoar easterty corset of the above YefeYencad
115;63 acretract, sald'pai>atalso beiaathcrrtioaESOµtherly rgtnertlfa135.06 sore tracedeACrlbed
in Volume 7423, Pages 62l of ttrrr ltnat Ptopcaty ltecorda of 10exar County, Texas;
T'I-TENGB, 560°03'37°W, 571.48 feet alongaald northwestlt.0. W, iiae to as iron rod found for
an angle point of tld6 tract:
T1i);NC13, N 83°31'23" 'qJ; 1'682:78ICeC ptorrg the.e>~sttra$ tiotllt R.G.VV; llaa of Lower Seguin
Road to an iron'rod `[ouard for a ootner df thls tract;
'THENCE, N 73.21`3+4" ~, 337.83.teetalung the aomrnon llae with a 1,227 sett tract: described
in YOlutun 9746, ]?ago ]8S3 o[Uta Re41-Property 12csotda afAcxnr•:Covuty, T'exea town Iron rod
found for a cotner'of this Uaot and the mpst riorlheastarly coa4et of'sa'td 1.227 acre tt"BCt;
THENCI?. S 70°48'26°'VV, .17?..64 feet aloAB thacommon lInc with said 1,227 acre tract#o a p•K
nail found is a post for n corner of tills tract and the moat trarthWestarly corner of said1.227 4ere
treat;
THENCE, N 29°51'53" W, 704:zo feet atong the catnmon lints with an 11.300 acra tract,
surveyed the f4° darY of August 2906 to ea iron rod found: in Cht coaunorr:ll»e with a 93:874 acre
tract descr#bed is Yalutne 12638; Page 163 of tba Ttoa4~t'opietty ltecotds of:lTeitgl.County. Texas;
TI-[!~NCS° N 56°39"22' £, 248.32,feat alon6 the-common Jlao with. said 35.874 sere oast to an
Iran rod forit~ for a comor of Ibis tract and trio moat oaswrly coriroe oF~aaid 3~,b7d acre user;
~rH>rNCS, N 30°n1~00• vV,161a.9s feet-atom the common_line with said ss.t37a acre tract to
an iron tocl Pound in the common line with a 29,480 sore tract described. in Volumt 5206. Page
582 of the 12ea1 !'ropczty liecords of Bexar County, 'Coxes foe rho roost westeriy cortur of this
tract anti rha most. northerly carnet of said $5.&74 acre pf9ct.;
TNt3NCR, N 60°22'36'E, 1340.9D feet along the oomenou lice with sRtd:2p,9socare trent:ana
a 15.253 aces tract deacx[bed to Y4tuoae. $6Q4, Pogo 1-76:af:trie Real Property RoEOrds of Boxer
County, Texas to an Iron rod YtSUnd far s< corttar of this tract;
50494210.2 Exhibit "A", Page 1
-Page 2 (139.903 acres]
Ttl`E]VC>3, 929'33'05' $, 32t)AO feet s1oAg tlic common linc wlth sy 14,48 acre traot desa'lbed
in Voiume 6622, Page 358 pttdo,R.ea7 Prpprxty Records. oCliexar Evpctt}r'1'cxas to arriroa red
found fbr an intarior corner of thLt tract add the-most southerly corner of said 14.48 sere tractt
TNtxNCE. N 30°7x1'35" E, +{43,00 fec# tUpng tht common liar; with said 14.48 acre tract to sin
iron pipe found fdr tbs most nartheriy corner of this travi aad the:mtsat ttorGhetly corner of satd
715,63 acrs~ttact;
'1'l-1~lYCt:, S 30°18'36" S, 1383.,50.foet aloog.thc.cortimon tbaco']tnc with slrtd 135.06 acre tract
to an iron rod iottnd in seine Eor an angle poit7t of this tt~ct;
'C}1>x13CE, S 24°5`56" E, 1803.24 testa continuing along the cotnmoit fogce !#na with said
]33.[)6 acre tract to the POlt~'t' OFa ~1:(-2i~T1J7Tt4 and ooutrrieing 139.903 scree of land, aroro ar
lcas.
Notes Plat also prepared th ,day.
it ;_J
eglatnred Ptofcsaio 7.atnd S`oWOyor
No. 2024
FNl7D,157.A2
soa9azio.z Exhibit "A", Page 2
Tract Two:
k7El.A lYV't"#~
rage 3 (4o.a67 aorei3) Klatch 2, 24Q7
AEII`l.(i 40.067 acres of'lan8, n9or6 or less, autaf tti:c Miles S. Beuuuett 5utvay No. 75, pt5straa
61, County i9'lock"3057, Roxar Gaunq', TeAae and a]aobeiar$ comprised ofcnFlmateFy 39,647
acres nut o€ a• l 1x.518cra tract doacribed ht Voltrnlo 3013;-Yoga 340; :>Ele7utr Cot1nty, Testae and
appcoximarely 0,•d0 sore, being earl of Trainer Halt-Road (Altandotled).as referertc+ed In Volame
8221, Page 852, of rho Dead Recordo of 13rxar County, Texas and being mare prertieularly
described as follows:
BEC311?1N1NC~ ai as iron fad found st the intersection of the Zxi5ting norrftweat .RA,W. line of
[.ower gtgtsin Road artd #Ize conleiilne of 3'rainer.llale Road (Abandoned) fair the miostaotitherly
corner of title treat, sald:polntbolug;3 40°02'27° w, 20'.45 feet from rho moat aouthtsrly corner
of tbo abvvc roforeuced ixZ;61 aeYa tract;
THENCE, hl 30°01'00" W, 783,?18 feat along said centerltae W an 3rart rod found at the
lateraectioa with rite existing nnr8ieaat 1i.0.W, line afri, M. Highway 1 il8 for she beginning of
a curve to the left;
T11ENC1~, in a no,nhweste><iy dir~tldn, along_aaid.northeast R:0,1iJ, line of F, M, Highway 1518
with a carve ttuving n txmzal 6ngle~ot09°33'56", aradius of 290r~s00 feel, a tangent distance of
243.91 feat, as arc lertgtt`Y oP'Qt36:68 feet and a chord bearlog and distance of N 25 ° 13'42" W,
48b.11 fact to a broken comcrete R.O; W. tuarker found for the end of WIs curve;
THBNCE, N 30°01'00" ~. (Ref, Brg.) 759.84.00 fast along sidd nAYtheast RA.W. lira to arl
iron rod found to saute'for the beglanipg of a curve ld the rlgitt;
THHfi1CH, along the common lino with a $3.874 acre user ticsaribtidla Yolntne 12636, Page 163
of the Real Property ReCOtds, i3exat .Cooniy, Texas lu a porraitasteY,ly dlracFfon along said naive
having a central angel. of 90°21'47', a radius of 25.00 feat, a tangent dlstattce of 25.]6 feet, an
arc length of 39.43 fact, and a chord bearing sad distance of N.:15 °09'53 " 5, 35.47 feet to as iron
rvtt found in sArue fur dta caul of tWii curvo;
TRENCH, N 6d°20'47° £, 780.24 feat, along tLo common•line•vv~th.said 35.874 acre tract and
being 60.40 feet Ykotn sad parallel to the northwest tiAe nP said 112.41 acre tract to an iron xad
found for tiro begi:ening of'a:curve to the tight;
TRENCH, along the common line with said 35.874 sera tree(, in:a soutkles~sterlq direction along
said curve having a ctntrtd Angie of'89°38' i3', a radius of 25.00 feet, a tangent distance of 24.84
feet,. art azc length of 39.11 feat, and a c]tord bearvtg auod distance of S?4°50'06" E, 35.24 fact
to an iron rod found for the end of this curve;
TFii~NCE, 330°01'00' S; 1589.81 feat along the common line with sold 33.87!ti sera tract to ari
ironxod found for the most southerly comer of said 93.g74.8cre tract and the most westerlycorner
of an f 1..500aeretract descrltiad inYolutrte T2658, pogo 163 of the Real Prcpgrty Reco-rds, flexor
County, Texas;
50494210.2 Exhibit "A", Page 3
raga a tao..oa~ aorta)
TRE31C8, 829°18'08'E, 511 north ft.f)~W.~line b~pwcr Segu~ Riiad fort thea tuosaeasterly
Iran rod fot:s:d fo the a%lstiaig
e:vtuer df this tract sad tiro uwst soutLcily ooraor of aald 11.50u acre tract;
TkTl3NCl3, N 65.°31'x" W. 134.L7 feeFalatt~ tlietta~ls R.9.W. line to as icon rod found fpren
angle palm of this tract and the carmnon catner of said 132.61 aace tract-and sold 115.63 acre
tract;
t t2te QII~T'L' p)~ ~EC3II~ ~f~t~o and containiti8 4i1.06T acres nol~nd 1 more oc leses.Seyulo Road
Note: Plat
•Surveyur
Nt-. 2t77f1
soavazw.z Exhibit "A", Page 4
Exhibit "B"
Le@al Description of the Original Fred Development Property
11 -----z.
JI~
SURVEYING
PIELD NOTES
FOR
A 67.77 acre Lett of land, being all of that 67.74 acre tract of land, situated in the City of
Schertz out of the J. Leal Survey No. 79, Abstract 424, County Block 5056, Dexar
Counly,'fexas, as conveyed to Mustang Fifty-One, LTD, of record in Volume 12172
Page 428 and Volume 14652 Page 1799, Official Public Records of Bexar Connly'I'exas.
BEGINNING a[ a found 1/2" iron rod capped "DYL ENT" in the southwest right-of-wny
line of PM 151 R, a variable width right-of--way, far the southeast comer of the remaining
tract of a 100.94 acre tract of Innd of record in Volmne 7645 Page 318, Official Public
Records of Bexar County, "Texas and [hc most easterly northeast comer of the 67.74 acre
tract and the Tract described herein;
THENCE: Along and with the southwest right-of--way line of PM 1518 and the e<~st line
of a 67.74 Acre tract and the tract described herein, the following colts and distances:
I) S 30°16'41" E, a distance of 324.33 feet to a found Texas Department of
"transporlalion (1'XDOT) Brass Disc Monument al a point of curvature;
2) with a curve to the IcO, haviug a radius of 5770.00 feel, nn arc of 234.08 feel, a
deha of 02°19'28", and a chord bears S 31°08'57" B, a distance of 234.06 feet, to
a found "I'XllOT Brass Disc Monument at a point of tangency;
3) S 32°2701" E, a distance of 292.60 feel to a found TXDOT Dress Disc
Monument m u 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 01 °06' 18", and a chord bears S 30°50'22" B, a distance of 109.74 feel, to
a set 1/2" itn rod rtith Blue Plastic Cap Stamped "KF W Surveying" for the
northeast corner of a 25.62 amt tenet, called Tract 1, conveyed to Conrad J. Hillwt
of record in Volume 6105 Page 506, Official Public Records of Dexnr County,
'texas and for the southeast corner of the 67.74 acre tract and the tract described
herein;
THENCE: along and with the north line of a 25.62 acre tract and the south line of n
67.74 acre tract acrd the tract described herein, the following calls and distances;
1) S 59°38'16" W, a distance of 1547.97 feet to a set l/2" iron rod with Blue
Plastic Cap Stamped "KP W Surveying" for an angle point, and
2) S GO°02' 1 R" W, a distance of 751.00 feet to a found 1 /2" iron rod for the
northwest comer of the 25.62 acre Lett and the northeast corner of'fraet 15
and Tract 14 of Windy Acre Subdivision of record in Volume 68001'agc'17,
7400 Blanco, Sulte 261 San Anlonlo, Texas 78218 . Ptwne: (210) 979.8444 . Fax: (210) 9790499. mvw.kfwenglnesrs.com
soav4zto.z Exhibit "B", 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. and Alison G. Adams of
record in Volume 6442 Page 1971, Official Public Records of L3exar 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
west 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 Wcst Shaefer Road turd for the northeast
corner of the 63.58 acre h•act and the northwest corner of the 67.74 acre tract and the tract
described herein;
THENCE; N 59°4724" E, along and with the southeast right-of--way line of West
Shaefer Road, a distance of 832.26 feet to a found 1/2" iron rod capped "DYE ENT" for
the northwest corner of the remaining tract of a ] 0094 acre tract and the most northerly
northeast corner of the 67.74 acre tract and the tract described hcrcht;
THENCE: S 30° I6'S2" 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 1 /2" iron rod capped "DYE ENT" for the southwest con)er of the remaining tract
of a 100.94 acre tract and an interior corner of the tract described herein;
THENCE: N 59°47'54" E, alarg and with a northwest ]ine of the 67.74 aa•e 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 BEGIN'N1NG and containing 67.77 acres (2,952,159 square feet more or
less). Said tract being described in accordance with a survey prepared by KFW
Surveying.
Job Nn.: 10-138
Prepared by: KPW Sin~veying
Date: December 13, 2010
file: S:\Draw2010\IO-138 FM151ftShertz67ac1DOCS\PN-67.77
a~~c
soasazio.z Exhibit "B", Page 2
Exhibit "C"
Legal Description of the New Fred Development Property
FIELD NOTES smtvevtuc;
FOR
A 3U.Ofi acro tract of land, being n remaining portion of a 100.94 Wert fracf of lurid,
situated in the Cily of Schertz out of the ,t, Len] Survey No. 79, Abshacl 424, ('aunty
Block 5058, Bexnr County, Texas, as conve>red to Iirwin C, Wiederslciu of record in
Volume 7G4S Page 318, Official Public Accords of Tlexar Cowily Texas acrd being more
particularly described by melts and bounds As follows:
BEGINNING at n found 1/2" iron rod capped "DYF. ENT" in the southwest right-of--way
li ne of PM 15 18, n variable width right-of--way, fbr the southeas[ corner of the remainder
!00.94 ncre tract and the most easterly nnrthcASl comer of the 67.77 Acrc tract of record
in Volume 14874 Page 1915, Uflicial Public Rcconls oFBexar County, Texas and the for
the southeast comer of the uad described herein;
'PIIENCE: S 59°4T34" W, along and with n northwest line ofihe 67.77 acre tract and a
southeast line of dre remainder 100,94 acre tract, n distance of 1455.17 feel to n found
I/2" iron rod cAplx;d "DYE EN'I" for the interior corner ol`ihc remninder 10094 ncre
tract and the southwest corner of the Erne! described hcrcin;
THENCE: N 3U° I G'S2" W, along and wi0t rr northeast line of n 67.77 acre trace, a
distnnce of 90U.04 feet to a found 112" iron rod capped "D'S'E ENT" on the southeast
right-of--way line of West Shaefcr Road, fur the northwest corner of the remninder 100.94
acro tract and the tract described herein;
TIIENCE: N 59°47'47" E, along and wigs the southeast right-ot=way line of Wcst
Shaefcr Rond, the north line of the 100.94 ncre tract, tr distance of 14UCi.8C fcot io a found
Texas Department of'fransporlAlion (TXDt)T) Brass Disc Mouunrcnt al the cutback of
Wcsl Shaefcr Rond +vilh FM 1518 and I<>r the northeflst corner of the remninder 100.94
ncre Iraq and lltc trACl described hcrcin;
'1'HIsNCF,: S 75°U9'26" I:, along nttrl +vith the right-of--way line and the cutback, a
distnnce of 70.70 feet m tt sei %,' iron rod wish blue plastic c,~p stamped "KhW
Surveying" on the southwest right•of•+~:~y line of hM I S 18 and the cast line of the
remainder 100.94 acre pact;
'PIIENCE: S 30`10'30" L, along And with the southwest right-of-wAy line of F~f IS t8
And QIV' CAST Iirlc Of the rCmfllaCler I OD.94 aCYe 11'nCl, n distnnce of 850.06 feet to the
POIl\`T OF BEGINNING nrtd coulAining 30,06 acres tract nr 1,309,414 square IceY
more or less And being described in accordance ++~Ih a smwcy prtiparetl by KPW
Surveyin8• !~
aob~.: to•las
Yrepxred by: KF1V Surveyhrg
17xt°: S+y~temb°r28, 201 I
File: SaUnw 2014110-138 NA9 ISIB Shcnz 67 xc4p(?CSIFN-30.06 ac.doc
soa9azto.z Exhibit "C", Page 1
Any prolrlafon heraM rhlth ratlrmR Ma et1a, or uae al INI detttlbld rel
91AiE OF 1EYAS, CBUNFY OF BFIGRd unlnlorna0l! undla fldlNl q~
I htraby Cedlty lhal lMt lnthumanl rta FIIED In FIII Numblt Bagquthl!!h
Ihls dalund al lht llma a4mpad Ruaon by ma tnd ru dulyr RECGRB[9
In the ONialal Fubllt Retold of RNI PmplNy el BRR Caunq, bN19 tP~l
MAR 2 6 2012
o COUNTY CLERK BEXAR COUNTY, TEXAS
Doctd 20120055026 Fees: $96.00
03/26/2012 12:99PN 6 ages 21
Publ~o RecordseoEanBEXRROC0I1NTYl
GERNRD C. RICKHOFF COUNTY CLERK