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HomeMy WebLinkAboutResolution 1988-033 RESOLUTION NO. 88-33 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS, that: 1. The Mayor be, and is hereby, authorized to execute the attached contract with Richmond Bay Development, Inc. as the act and deed of the City. PASSED AND APPROVED this 20th day of September, 1988. ~ ~ Mayor ~ ATTEST: ~ ilw..:.. C· y Secretary APPROVED AS TO FORM AND LEGALITY: ~;-ÆA~ Attorney for the City .s,~ CERTAIN PROVISIONS OF SECTION ~) OF THIS AGREEMENT ARE SUBJECT TO ARBITRATION UNDER THE TEXAS GENERAL ARBITRA TION ACT !t1 AGREEMENT THIS AGREEMENT (the "Agreement") is made and entered by and between RICHMOND BAY DEVELOPMENT, INC., a Texas corporation (hereinafter called "Seller") and THE CITY OF NORTH RICHLAND HILLS, a Texas municipal corporation (hereinafter called "Buyer"). RECITALS: A. Seller is the owner and developer of the Meadowlakes subdivision (the "Development") with its office at 6533 Meadowlakes Drive, Fort Worth, Texas 76118, which is platted and zoned so that it might include an eighteen (18) hole golf course and amenities associated therewith. B. Seller desires to sell and Buyer desires to acquire and develop the golf course portion of the subdivision, and operate a daily-fee, public golf course thereon. NOW THEREFORE, in consideration of the recitals hereinabove described, the mutual benefits to inure to the parties hereto and TEN AND NO/100 DOLLARS ($10.00), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the parties hereto do hereby agree as follows: ARTICLE I SALE OF THE PROPERTY 1.1. Sale and Delivery of the Property. At the Closing (hereinafter defined), the Seller shall sell, assign, transfer and deliver unto the Buyer the fee simple title to the real estate (the "Real Property") described as Tracts 1, 2 and 3 on Exhibit "A", which is attached hereto and made a part hereof, and Seller's leasehold interests in and to the real estate (the "Leasehold Property") described as Tracts 7, 9 and 11 on Exhibit "A" hereto, together with all rights-of-way and easements appurtenant to such fee property and leasehold interests. The Real Property and Leasehold Property shall be sometimes hereinafter collectively referred to as the "Property". Notwithstanding anything else contained herein to the contrary, (a) Seller's conveyance of the Property shall not include Seller's interest in and to any oil, gas or other minerals, it being expressly agreed that Seller's title in and to such minerals shall be reserved in the ~ conveyance documents to be executed by Seller at the Closing, and (b) Seller's ;~\ _,' conveyance of that portion of the Leasehold Property which is currently under lease 'A '- from Buyer and df>~<:;Nibed on Exhibit~' hereto may, at Seller's option, be accomplished by termination of lease agreement. Despite Seller's reservation of title in and to any oil, gas, or other minerals, Seller hereby acknowledges and agrees that such reservation shall not entitle Seller to extract such oil, gas or other minerals in such a manner as to damage or otherwise injure the subsurface support for the Golf Course (hereinafter defined) nor conduct surface excavation on the Property. The foregoing prohibition shall only be effective as against Seller and any party acquiring title after the date hereof by or through Seller. The Special Warranty Deed shall contain provisions effectuating the aforesaid limitations and reservations. rlf' fi" I i,',. : Ifl\ 1.2. Consideration for Conveyance. The consideration for Seller's conveyance of the Property as aforesaid shall be the sum of TEN AND NO/100 DOLLARS ($10.00) paid in cash at Closing, together with Buyer's Covenants (herein so called and as hereinafter set forth below and as set forth in Paragraph 3.3 hereof) to: (a) construct a golf course (the "Golf Course") on the Property subject to plans and specifications (the "Plans") which have been submitted to and approved by Seller, it being agreed by Buyer at the time of Buyer's execution of this Agreement that the Plans will contemplate a Golf Course consisting of eighteen (18) holes, a permanent subsurface watering system for all tees, fairways and greens and ancillary facilities, and that, except to the extent agreed by Seller to the contrary, the Golf Course shall be consistent with the Routing Plan described in Section 1.4 AGREEMENT - Pal:?:e 1 hereof. In addition, but subject to Section 1.4 hereof, it will contain a club house, a storage facility, a driving range, practice putting green and hard-surfaced parking area. It is further agreed that Seller's right to object to the Plans is expressly limited to those items called for in the Plans which affect, either directly or indirectly, Seller in its capacity as an adjoining property owner, which capacity shall expressly include Seller's ability to market and sell property out of its Development as it sees fit. (b) commence construction of the Golf Course in accordance with the Plans on or before February 1, 1989 and to then substantially complete the construction in accordance therewith on or before May 1, 1990, and to have the Golf Course fully complete and operational on or before October 1, 1990; provided, however, such required commencement date of February 1, 1989, as well as the aforestated completion and operational dates, shall be extended by such number of days on which construction was prevented due to acts of God, bad weather or other events beyond Buyer's control, including Buyer's inability to obtain flood permits from the Corp of Engineers despite it's best effort to do so. Buyer agrees to give Seller prompt written notice within a reasonable period of time after any such act's occurrence, such notice including the number of days duration of such event. Notwithstanding the foregoing the extensions granted hereunder shall not exceed a total of sixty (60) days for flood permits nor shall the total extensions hereunder exceed a period of one hundred eighty (180) days. (c) own, maintain and operate a non-private Golf Course and related facilities, in accordance with the provisions of this Agreement. Buyer's obligation under this subsection (c) shall extend until the earlier of (i) the expiration of five (5) years from the date the golf course opens for public play or (ii) the date all of the Lots are sOld-out by Seller. For purposes of this Agreement, the term "Lots" shall be defined as any property owned by Seller in the Development which has been designated by Seller for use as single-family home sites. All of the Buyer's Covenants shall expressly survive the Closing. The Special Warranty Deed (herein so called) shall contain a deed restriction acceptable to Seller restricting the use of the Property to use as a non-private Golf Course, and the Assignment of Leasehold Interests (herein so called) shall likewise be subject to the acceptance and agreement of Buyer to utilize the Property covered thereby only for the purposes of operating a non-private Golf Course (herein referred to as the "Restrictions"). The Special Warranty Deed and Assignment of Leasehold Interests shall each further contain a reverter in favor of Seller, worded in a manner acceptable to Seller, and being effectuated by a breach in any of Buyer's Covenants. As to that portion of the Leasehold Property, the fee interest of which is owned by Buyer, Buyer shall enter into restrictive covenants for the benefit of Seller and containing identical provisions as the Restrictions as well as a reverter identical to that described in the Special Warranty Deed and Assignment of Leasehold Interests. Buyer's Covenants shall further be the subject of a Performance Deed of Trust (herein so called) covering and encumbering the Property and the State Savings Tract (hereinafter defined). 1.3. Seller's Payment to Buyer. In addition to conveying the Property to Buyer, Seller shall have a conditional obligatioc to pay to Buyer the sum of EIGHT-NINE THOUSAND AND NO/100 DOLLARS ($89,000.0 ~) in accordance with the following: (a) in the event the Buyer acquires title to the real estate described in Exhibit "B" attached hereto and made a part hereof for all purposes by this reference (hereinafter the "State Savings Tract") for a purchase price in the amount of, or in excess of $89,000.00, Seller will deliver to Buyer, at the latter of Closing hereunder or the closing of the transaction acquiring the State Savings Tract, the sum of $89,000.00; (b) in the event Buyer acquires the State Savings Tract for a purchase price of less than $89,000.00, Seller shall reimburse to Buyer immediately after the latter of the Closing hereunder or the closing of the State Savings Tract acquisition by Buyer an amount equal to the purchase price paid by Buyer in said acquisition of the State Savings Tract. Seller shall pay Buyer the remainder of such $89,000.00 sum upon the opening of the Golf Course to the public; AGREEMENT - Pal:?:e 2 (c) in the event Buyer acquires the State Savings Tract without having to expend any monetary amounts, Seller shall pay to Buyer the sum of $89,000.00 at the time the Golf Course is opened to the public; and (d) in the event Buyer either (i) does not acquire the State Savings Tract on or before the commencement of construction of the Golf Course, or (ii) acquires the State Savings Tract but does not incorporate same into the Golf Course, then, in either such events, Seller shall not be required to fund the $89,000.00 sum described in this paragraph to Buyer. (e) in the event Buyer acquires the State Savings Tract and Seller makes any payment contemplated by this paragraph 1.3 and thereafter the Golf Course is not timely completed and opened as contemplated by this Agreement, Buyer shall reimburse to Seller all sums paid pursuant to this paragraph 1.3. Should any of the events described in items (a), (b) or (c) immediately above occur, then the State Savings Tract shall be considered a part of the "Property" for all reasons pursuant to this Contract. Without limiting the foregoing, the State Savings Tract shall be subject to the Restrictions and the Performance Deed of Trust as described in Section 1.2 hereof. Seller acknowledges that in Buyer's acquisition of the State Savings Tract, Buyer may be required to encumber such State Savings Tract with a reverter or performance deed of trust in favor of the current owner of the State Savings Tract. With respect to any such reverter or performance deed of trust, Buyer agrees that (i) no occurrence prior to the expiration of five (5) years would constitute a default pursuant to such reverter or performance deed of trust, (ii) all descriptions of the Golf Course in any such documents shall be consistent with those utilized in this Agreement, and (iii) there shall be no obligation that the Golf Course be constructed or owned by Buyer (rather than another entity) and no obligation that the Golf Course be a "municipal" course. Seller agrees to subordinate its Performance Deed of Trust as to the State Savings Tract to the aforesaid reverter and/or performance deed of trust. 1.4. Routing Plan. The parties further agree that there has been prepared a preliminary Routing Plan, a copy of which is attached hereto as Exhibit "C" and made a part hereof for all purposes. Buyer will prepare a detailed Routing Plan in consultation with Seller and the Golf Course shall be developed consistent with such Routing Plan. While Seller shall be provided with a copy of the Routing Plan, Seller's consent as to such Routing Plan shall only be required with respect to the routing over that portion of the Property indicated on the cross-hatched portion of the diagram attached hereto as Exhibit "C". 1.5. Costs Borne by Buyer. All costs associated with the construction and operation of the Golf Course shall be borne entirely by Buyer. It is specifically agreed that all utility connections and expense to the Golf Course premises shall be at Buyer's sole expense. Water may be obtained from the lake in the subdivision, but only in accordance with the regulations set by the appropriate governing body. Buyer will obtain, at its sole cost, risk and expense, building permits from the appropriate authority or authorities for the construction of the proposed improvements. 1.6. Maximization of Lots. Buyer agrees to reasonably cooperate with Seller in any request for adjustments in the precise boundary descriptions of the Property so as to allow Seller to maximize the number of Lots available in the Development. Should any such adjustment occur prior to the Cosing, then the description of the Property, as so adjusted, shall be attached hereto 2S Exhibit "A" in replacement of the current Exhibit "A". Notwithstanding the foregoing, under no circumstances shall Buyer be required to adjust the description of the Property whatsoever if Buyer reasonably considers such adjustment as having a material negative impact on the Golf Course. ARTICLE n I ~ !1 CLOSING VV/ ¡)J 2.1. Time of Closing. The closing (the "Closing") of uti ~onveyan e of the Real Property and the Leasehold Property shall be on October to, 1988. Closing shall be at ten o'clock (10:00) a.m. at the office of Buyer's attorney or at any other location mutually agreeable to Seller and Buyer. AGREEMENT - Pal:?:e 3 2.2. Seller's Closing Requirements. At the Closing, Seller shall deliver or cause to be delivered to Buyer, at Seller's sole cost and expense, each of the following items: (a) A Special Warranty Deed duly executed and acknowledged by Seller, and in form for recording, conveying good, indefeasible fee simple title in the Real Property to Buyer, subject only to matters of record in Tarrant County Texas and the Restrictions; (b) The Assignment of Leasehold Interests covering the Lease-k\\ hold Property (other than that described on Exhibit ,;)(, hereto), which A Assignment of Leasehold Interests (i) shall entitle Buyer to utIlIze the ---J Leasehold Property for purposes of a non-private golf course as set forth in the Restrictions and the underlying lease agreements, and (ii) shall termina te upon Seller's again becoming owner of the Leasehold Property or any part thereof due to either the reverter in the Special Warranty Deed or foreclosure of the lien of the Performance Deed of Trust. The Assignment of Leasehold Interests shall require Buyer to assume payment of the rentals of any lease agreements covered thereby, to pay all taxes with respect to the Leasehold Property, and to fully comply with all covenants, obligations and duties of Seller under the lease agreements covered by the Assignment of Leasehold Interests; (c) Such evidence or documents as may be reasonably required by the Buyer evidencing the status and capacity of Seller and the authority of the person or persons who are executing the various documents on behalf of the Seller in connection with the sale of the Real Property and the Assignment of the Leasehold Interests; and (d) An assignment to Buyer of an agreement (the "Loop 820 Agreement") by and between Seller and the State Department of Highways and Public Transportation of the State of Texas, the City of North Richland Hills, Tarrant County, Texas, and the City of Haltom City, Tarrant County, Texas, permitting ingress and egress from that portion of the Property located south of Interstate Loop 820 and that portion of the Property located North of Interstate Loop 820 through certain ten foot by ten foot (10' x 10') box culverts crossing under Interstate Loop 820. (e) An executed termination of Lease Agreement terminating Seller's leasehold interest in and to that portion of the Leasehold Property, the fee interest of which is owned by Buyer. 2.3. Buyer's Closing Requirements. At the Closing, Buyer shall deliver to Seller the following items: (a) The cash portion of the Purchase Price required by and in the manner specified in Paragraph 1.2 hereof; (b) A Performance Deed of Trust which shall cover the Property (including, without limitation, those parcels of real property described in subsection 2.2(e) hereinabove), the State Savings Tract (if applicable and if so, subject to the provisions of paragraph 1.3 of this Agreement) and any and all personal property and fixturesncated or to be located on the Property including, but not limited to, all 3lch personal property, equipment and fixtures constituting the Golf Course (such as the then existing water and drainage systems and piping) and all equipment used in conjunction with the operation or maintenance of the Golf Course. In this regard the Performance Deed of Trust shall contain therein an appropriate security agreement with appropriate granting of a security interest in such personal property and fixtures. The Performance Deed of Trust shall be expressly subordinate in lien position only to such lien(s) as may secure financing for the direct construction costs for the Golf Course. Seller shall have an opportunity to review and approve any and all documentation relative to any such prior lien(s). Once Seller has approved such lien documentation and the applicable construction contract, Seller's approval shall not be required as to each draw request pursuant to such lien documentation and construction contract. The Performance Deed of Trust shall only be effective as to a failure by Buyer AGREEMENT - Pal:?:e 4 to timely satisfy one or more of Buyer's Covenants on or before the earlier of (i) the expiration of five (5) years from the date the golf course opens for public play or (ii) the date all of the Lots are sold out by Seller. Upon the completion and opening of the Golf Course Seller's right to enforce its lien under the Performance Deed of Trust shall be subject to the provisions of Article V herein. (C) Appropriate UCC-1's; (d) The Right of First Refusal Agreement (hereinafter defined); (e) Such evidence or documents as may reasonably required by Seller evidencing the status and capacity of Buyer and the authority of the person or persons who are executing the various documents on behalf of the Buyer in connection with the acquisition of the Real Property and Leasehold Interests and the encumbrance of the Property by the lien described hereinabove. (f) Buyer shall deliver to Seller an easement as to that portion of the Property identified on Exhibit "D" attached hereto and made a part hereof for all purposes (the "Sign Property") for the purposes of ownership and maintenance of the sign presently located on the Sign Property or such new sign as may be erected on the Sign Property, together with an easement over so much of the Property as is necessary to guaranty access, r ingress and egress to the Sign Property for the purposes herein enunciated ~.'.".. '." '. Y(all rights to be granted pursuant to the foregoing sentence being defined ;', herein as\,the "Existing Sign Easement"). The Existing Sign Easement shall i',. ," \ last unti¡;l'šuch time as the Lots are completely sold out (Le. until Seller \ l.'J and any other builder constructing houses in the subdivision have sold all '< ì\ of their interest in and to all of the lots located within the Meadowlakes \ sUbdivision). Furthermore, Buyer shall also deliver to Seller all additional easements as Seller, in its sole reasonable discretion, deems necessary in conjunction with the placement of a sign on that portion of tracts 7 and/or 9 described on Exhibit "D" hereto, said additional easement also lasting until the Lots are completely sold out. In conjunction with the above-mentioned easements, it is hereby agreed and acknowledged that Seller, if it so desires, may, but shall not be obligated, to advertise the Golf Course on either or both of the signs, as it sees fit, either singularly or in conjunction with any advertisement of the Meadowlakes subdivision, and that both signs contemplated hereby shall be kept in accordance with all applicable sign codes at all times. In the event Buyer's development of the Golf Course and the apurtenances thereto (e.g., rock waterfalls) conflicts with the location of the aforesaid signs and/or easements, Seller agrees that it will relocate its signs and easement rights to alternative locations on the Property which are acceptable to Seller in its reasonable discretion. (g) Seller will deliver to Buyer a Negative Pledge (hereinafter defined) of any and all payment and performance bonds as more particularly described in Section 3.9 of this Agreement. 2.4. Adjustments and Prorations. At Closing, the following items shall be adjusted or prorated between Seller and Buyer: (a) Ad valorem taxes for the Real Property and the Leasehold ,Property for the current calendar year shall be prorated to date of Closing, and the Seller shall pay to the Buyer in cash at Closing, the Seller's prorata portion of such taxes. The Seller's prorata portion of such \ taxes shall be based upon taxes actually assessed for the current calendar N, \: year. If, for any reason, ad valorem taxes for the current calendar year \~ \ have not been assessed on the Real Property and the Leasehold Property t '\ such proration shall be estimated based upon ad valorem taxes for the 0"\\"0 immediately preceding calendar year, and adjusted when exact amounts ',,- r;e available. THe- ê/'/A'¿.I51f' Or CI) me e-A'~/Æl/lr70N or F/I/F é$} Yß~ue.! F.Kt7n rHG OATE' mE C()¿F AGREEMENT - Pal:?:e 5 CI~ Cii) C()V~..íe OPê7V$ F¿ne ;d¿~y (b) In the event any adjustment pursuant to this Paragraph 2.4 is, subsequent to Closing, found to be erroneous, then either party hereto who is entitled to additional monies shall invoice the other party for such additional amounts as may be owing, and such amount shall be paid within ten (10) days from receipt of the invoice. 2.5. Closing Costs. Seller shall be responsible for all attorneys' fees incurred by Seller and Buyer shall be responsible for all attorneys' fees incurred by Buyer. Other closing costs shall be allocated to the party normally responsible for such costs as is customary for real estate transactions in the Tarrant County, Texas area. Notwith- standing the foregoing, nothing herein shall be construed as requiring Buyer to incur any liability or responsibility for any ti tle premiums which arise ou t of the issuance of any Mortgagees Title Policy which names Seller as the insured party, nor shall Seller be responsible for title premiums on any Owner's Title Policy issued for benefit of Buyer. 2.6. Possession. Possession of the Property shall be delivered to Buyer by Seller at the Closing, subject only to such rights of others as have been expressly disclosed herein or as are apparent from an examination of the Real Property Records of Tarrant County, Texas. ARTICLE ill REPRESENTA TIONS AND WARRANTIES 3.1. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer, as of the date of this Agreement, as follows: (a) The Real Property. The Seller has (or will have by Closing) good and indefeasible title to the Real Property free and clear of all encumbrances, and in fee simple, subject only to title exceptions appearing of record and zoning and other governmental regulations of appropriate governing bodies. (b) The Leasehold Property. The Seller has (or will have by Closing) good and indefeasible title to those certain leases covering the Leasehold Property, free and clear of all encumbrances, subject to title exceptions appearing of record and zoning and other governmental regula tions of appropriate governing bodies. (c) Agreement Authorized. The Seller has full right, power and legal capacity to enter into this Agreement and to sell, assign and deliver to Buyer the Property herein described. (d) Organization and Quaillication. The Seller is duly organized, validly existing and in good standing. (e) Taxes. The Seller has paid or will pay by Closing, the 1988 and all prior ad valorem and other taxes and assessments against the Property herein described. (f) Inchoate Claims. The Seller has no notice or knowledge of any claim or controversy, relating either directly or indirectly, which might result in a suit, action, proceeding or other formal procedure against the Property, nor knowledge of any circumstances which might give rise to such claim or controversy. (g) Fences. Seller shall continue to utilize deed restrictions in its Development requiring that any fence constructed on any Lot in the Development which abuts the Property shall conform to the fence requirements found on Exhibit "E" attached hereto and incorporated herein for all purposes. This covenant of Seller shall survive Closing for a period expiring contemporaneously with the expiration of Buyer!s covenants in the following Section 3.2. 3.2. Representations, Warranties and Covenants of Buyer. Buyer represents, warrants and covenants to Seller as follows: AGREEMENT - Pal:?:e 6 (a) Agreement Authorized. Buyer has full right, power and leg~l capacity to enter into this Agreement and to purchase the herem described Property. (b) Public Golf Course. Buyer will construct in substanital compliance with the time periods described in Section 1.2(b) hereof, maintain and operate a public Golf Course on the Property. Buyer's obligation hereunder shall be enforceable by the various remedies specified herein as well as by any other remedy allowable at law or equity, including Seller's right to require specific performance of Buyer. Buyer's obligations with respect to the maintenance and operation of the Golf Course shall be in accordance with those standards set forth on Exhibit "F" attached hereto and incorporated herein for all purposes. (c) Buyer's Covenants. The Buyer will at all times comply with Buyer's Covenan ts . (d) Fences. Buyer will not fence all or any part of the perimeter of the Real Property or the Leasehold Property or any part of the Property which adjoins and abuts the Development, including, but not limited to any fairway or other part of the Golf Course lying in proximity to the Development without having obtained the prior written approval thereof by Seller; except, Buyer may construct a chain link fence along that part of the Real Property or Leasehold Property adjacent to Interstate Highway 820 as required pursuant to the Loop 820 Agreement, and Buyer may construct a wooden fence along that part of the Real Property and Leasehold Property adjacent to any exterior street or road other than Interstate 820, but only if such wooden fence is approved as to design and structure by Seller, which approval shall not be unreasonably wi thheld. Further, Seller agrees to file of record in the Real Property Records of Tarrant County, Texas, such restrictions as are necessary to prevent any fencing of real property bordering on the Golf Course unless such fencing is approved by the then owner or ground lessee of the Property constituting the Golf Course. (e) No Insurance. Buyer shall not require Seller to maintain any insurance coverage whatsoever on the Property or the Golf Course including, but not limited to, any insurance which may be required by any previous contractual requirements between Buyer and Seller. (f) Trees. It is recognized and understood that as a part of Buyer's development of the Golf Course, Buyer shall have to bulldoze or otherwise remove various trees and shrubs from the Property. Buyer covenants and agrees to give Seller five (5) days prior written notice of its removal or destruction of any stand of trees, or area containing trees in excess of two inches (2") in diameter from the Property and Seller shall, at Seller's option, be given five (5) days from the receipt of such notice to itself remove such tree(s) and use same as Seller may desire. Any removal of trees hereunder shall be done at Seller's sole expense and Buyer shall have no right to compensation by Seller due to Seller's executing its right to remove any trees from the Property. It is expressly agreed and understood that each of the foregoing representatic:!s, warranties and covenants shall survive Closing and not be merged into the docume-Jts of Closing, such survival to exist until the earlier of (i) the expiration of five (5) years after the Golf Course is open for public use, or (ii) Seller's complete sellout of all Lots in its Development. By the term "survival", it is meant that the foregoing representations, warranties and covenants shall not be actionable unless written notice is provided Buyer of a failure to satisfy any of such items prior to the expiration of the stated period for survival. Once such written notice is provided, such right shall remain actionable despite any expiration of a stated survival period. 3.3. Buyer's Covenants. The representations, warranties, agreements and covenants of Buyer contained anywhere within this Agreement (herein referred to "Buyer's Covenants") shall be true and correct on the date of Closing, and shall be otherwise timely complied with by Buyer, shall survive the Closing as stated above and shall be additional covenants of Buyer set forth in the Performance Deed of Trust. The representations, warranties, agreements and covenants of Buyer contained in this AGREEMENT - Pal:?:e_l ARTICLE vn CONSTRUCTION TRAFFIC 7.1. Traffic Routing. Buyer agrees that all access to the Property dur~ng the period of construction and development shall be accessed by way of In~erst~t~ HIghway 820 via Meadowlakes Drive or such other route as Seller may consent In wntmg. In no event shall construction traffic be routed through any portions of Meadowlakes Drive other than those between the Property and Interstate Highway 820 and in no event shall such traffic be routed through the adjoining Meadowlakes residential area. ARTICLE VIII REAL ESTATE COMMISSION 8.1. Dual Indemnity. The Seller and the Buyer severally covenant and agree that if any claim for any compensation by reason of the transaction contemplated hereby is made by any broker, agen t or third party, any such claim shall be paid by the party whose actions or alleged commitments form the basis thereof, and the party whose actions or alleged commitments form the basis of such claim shall indemnify and hold harmless the other therefrom. ARTICLE IX REMEDIES OF DEF A UL T 9.1. Allowable Termination. In the event the Seller or the Buyer shall have terminated this Agreement pursuant to a right to do so contained herein, this Agreement shall thereupon be of no further force or effect. 9.2. Buyer's Default. Should the Closing occur but Buyer thereafter defaults in any of Buyer's covenants or otherwise hereunder, Seller shall, subject to the provisions of Article V hereof, be entitled to enforce specific performance of this Agreement, pursue an action for damages and/or pursue any other available remedies described herein, in any of the documents of Closing or as are available at law or at equity. 9.3. Seller's Default. In the event all conditions of this Agreement are satisfied or waived, and in the event all covenants and agreements to be performed prior to Closing are fully performed, and in the event performance of this Agreement is tendered by the Buyer and the sale is not consummated through default on the part of the Seller on or prior to the Closing Date, then the Buyer shall be entitled to enforce specific performance of this Agreement as Buyer's sole remedy. ARTICLE X MISCELLANEOUS 10.1. All notices, demands, or other communications of any type (herein collectively referred to as "Notices") given by the Seller to the Buyer or by the Buyer to the Seller, whether required by this Agreement or in any way related to the transaction contracted for herein, shall be void and of no effect unless ;iven in accordance with the provisions of this Article X. All notices shall be in wri:-:ng and delivered to the person to whom the notice is directed, either in person or b:- United States Mail, as a Registered or Certified item, Return Receipt Requested. t-.otices delivered by mail shall be effective, the earlier of when actually received or three (3) days following the date when deposited in a United States Post Office or other depository under the care or custody of the United States Postal Service, enclosed in a wrapper with proper postage affixed, addressed, if to the Seller as follows: Richmond Bay Development, Inc. 6533 Meadowlakes Drive Fort Worth, Texas 76180 A tten tion: Mr. Bob Frank AGREEMENT - Pal:?:e 11 With Copy To: Richmond Bay Development, Inc. c/o Rostland Texas, Inc. 14755 Preston Road, Suite 400 Dallas, Texas 75240 A ttention: Mr. Rodney A. Scales With Copy To: Kevin A. Sullivan, Esq. c/o Winstead, McGuire, Sechrest & Minick 5400 Renaissance Tower 1201 Elm Street Dallas, Texas 75270 and addressed, if to the Buyer as follows: City of North Richland Hills 7301 N .E. Loop 820 P. O. Box 18609 North Richland Hills, Texas 76180 A ttn: Rex McE",\;ife Either party hereto may change the address for notice specified above by giving the other party ten (10) days advance written notice of such change of address. Provided further, any written notice shall be deemed effective upon actual receipt provided that the party seeking to utilize a different form of notice must establish the time of the actual receipt. 10.2. For purposes of determining the time for performance of various obligations under this Agreement, the effective date of this Agreement shall be the date this Agreement is executed by both Seller and Buyer and as written on the signa ture page hereof. 10.3. Any representation, warranty, covenant or agreement herein by either party to this Agreement whether to be performed before or after the time of Closing shall not be deemed to be merged into or waived by the instruments of Closing, but shall expressly survive Closing and shall be binding upon the party obliga ted thereby. 10.4. The obligations of the parties hereto shall be performable in Tarrant County, Texas. This Agreement shall be construed and interpreted in accordance with the laws of the State of Texas. Where required for proper interpretation, words in the singular shall include the plural; the masculine gender shall include the neuter and the feminine, and vice versa. The terms "heirs, executors, administrators and assigns" shall include "successors, legal representatives and assigns". 10.5. This Agreement may not be modified or amended, except by an agreement in writing signed by the Seller and the Buyer. The parties may waive any of the conditions contained herein or any of the obligations of the other party hereunder, but any such waiver shall be effective only if in writing and signed by the party waiving such condi tions or obliga tions. . 10.6. Each person executing this Agreement warrants and represents that he is fully authorized to do so. 10.7. Time is of the essence of this Agreement. 10.8. In the event it becomes necessary for eithEr party hereto to file a suit tó enforce this Agreement or any provisions contained herein, the party prevailing in such action shall be entitled to recover, in addition to all other remedies or damages, reasonable attorneys' fees incurred in such suit. 10.9. The descriptive headings of the several Articles, Sections and Paragraphs contained in this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof. 10.10. This Agreement, including the Exhibits hereto and the items to be furnished in accordance herewith, constitutes the entire Agreement among the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings of the parties in connection therewith. No representation, warranty, covenant, agreement or condition not expressed in this AGREEMENT - Pal:?:e 12 Agreement shall be binding upon the parties hereto or shall affect or be effective to interpret, change or restrict the provisions of this Agreement. 10.11. Numerous copies of this Agreement have been executed by the parties hereto. Each such executed copy shall have the full force and effect of an original executed instrument. 10.12. This Agreement may not be assigned by Buyer absent the obtaining of the prior written consent of Seller. EXECUTED on this the ~l5~ day of September, 1988, by Seller. RICHMOND BAY DEVELOPMENT, INC., a Texas corpo on EXECUTED on this the c70fh day of September, 1988, by Buyer. THE CITY OF NORTH AND HILLS, a Texas municipal corporation ~OWI\l 287:D070188A.00 091888rag2 AGREEMENT - Pa~e 13 Exhibit "A" Exhibi t "B" Exhibit "C" Exhibi t "D" Exhibi t "E" Exhibit "F" Exhibit "G" 287:D070188A.00 EXHIBIT LIST Property State Savings Tract Preliminary Routing Plan Sign Easement Locations Fence Requirements Maintenance Specifications Road Location EXHIBIT "A" Property Description ........... -" ~ I T".CT " ..(>- & ... ,.._' .- Mw,. Loo, .10 t .... .,.1 ..... .- _... I T".CT . .....- s . ì T".CTI , i . T"ACT t ...... -.-r" "iT" 1 tlf·....,·. ..... ... l'dgL 1 V.I._ G ..." EXHIBIT "A" Property Description FIELD NOTES TRACT 1 BEING a tract of land situated in the Heirs of S. Sawyer Survey, Abstract No. 1425, City of Haltom City, Tarrant County, Texas, and being more particularly described as follows: BEGINNING at an iron rod at the ~ortheast corner of said Heirs of S. Sawyer Survey, Abstract No. 1425; said iron rod being a common corner to said Heirs of S. Sawyer Survey, Abstract No. 1425, the W. A. Trimble Survey, Abstract No. 1520, the T. Akers Survey, Abstract No. 19, and the LM.D. King Survey, Abstract No. 895; THENCE S 00° 39' 24" W, along the west line of said W. A. Trimble Survey, Abstract No. 1520, and the east line of said Heirs of S. Sawyer Survey, Abstract No. 1425, a distance of 598.13 feet to an iron rod for corner on the northwesterly right-of-way line of the St. louis and Southwestern Railroad (a 100-foot right-of-way); said iron rod being the beginning of a non-tangent curve to the right having a central angle of 28~ 35' 38", a radius of 1602.95 feet, a tangent length of 408.50 feet, and a chord bearing and distance of S 58° 23'22" W, 791.69 feet; THENCE southwesterly along said curve to the right and said northwesterly right-of-\'.'ay line of the said St. Louis and Southwestern Rai1road, an arc distance of 799.96 feet to an iron rod at the end of said curve; THENCE S 72° 41' 11" W, continuing along said northwesterly right-af-way line of the said St. Louis and Southwestern Railroad, a distance of 419.73 feet to an iron rod for corner; THENCE N 17° 18' 49" W, leaving said northwesterly right-of-way line of the said St. Louis and Southwestern Railroad, a distance of 9.98 feet to an iron rod at the beginning of a curve to the left having a central angle of 13~ 17' 18", a radius of 758.89 feet and a tangent length of 88.40 feet; THENCE northwesterly along said curve to the left, an arc distance of 176.01 feet to an iron rod at the beginning of a reverse curve to the right having a central angle of 28c 211 45", a radius of 495.74 feet and a tangent length of 125.27 feet; THENCE northwesterly along said curve to the right, an arc distance of 245.40 feet to an iron rod at the end of said curve; THENCE N 02° 14' 22" W, a distance of 418.06 feet to an iron rod at the beginning of a curve to the left having a central angle of 28c 09' 16", a radius of 490.00 feet and ð tangent length of 122.87 feet; THENCE northwesterly along said curve to the left, an arc distance of 240.78 feet to an iron rod at the end of said curve; THENCE N 30° 23' 38" W, a distance of 103.44 feet to an iron rod for corner, sõid iron rod also being on the north line of said Heirs of S. Sawyer Survey, Abstract No. 1425, and also the south line of said LfoLD. King Survey, Abstract No. 895, said point also being in the south line of a tract of land conveyed to the City of Haltom City from W. 1. Browning, as recorded in : Volume No. 4046, Page No. ISO, Deed Records, Tarrant County, Texas; THENCE S b9c 581 03" E, along said north line of the Heirs of S. Sawyer Survey, Abstract No. 1425, and said south line of the E.M.D. Kif'1ç Survey, Abstract No. 895, and along said south line of the tract conveyed to the City of Haltom City, from W.I. Browning, a distance of 1360.38 feet to the POINT OF BEGINNING and CONTAINING 26.7118 acres of land. Page 2 of 8 EXHIBIT "A" Property Description FIELD NOTES TRACT 2 . BEING a tract of land situated in the Heirs of S. Sawyer Survey, Abstract No. 1425, and the W. A. Trimble Survey, Abstract No. 1520, City of Haltom City and. City of North Richland Hi11s, Tarrant County, Texas, and being more particularly described as follows; BEGINNING at an iron rod at the intersection of the south line of the Texas Electric Service COIT.pany right-of-way, as recorded in Volume 2868, Page 449, Deed Records, Tarrant County, Texas, and, the westerly right-of-way 1 ine of Meadow lakes Drive (80-foot right-of-way); THENCE S 510 17' 02" W, a distance of 135.00 feet to an iron rod at the beginning f a curve to the right having a central angle of 14° 20' 08", a radius of 150.00 feet, ð tangent length of 18.86 feet; - THENCE southwesterly along said curve to the right an arc distance of 37.53 feet to an iron rod at the end of said curve; THENCE S 65c 37'10" W, a distance of 84.84 feet to an iron rod at the beginning of a curve to the left having a central angle of 14c 20' 08", a radius of 250.00 feet, a tangent length of 31.44 feet; THENC£ southwesterly along said curve to the left an arc distal"1ce of 62.55 feet to an iron rod at the end of said curve; THENCE S SIc 17' 02" W, a distance of 64.45 feet to an irQn rod at the beginning of' a curve to the left having a central angle of 95(> 3£' ¿B", a radius of 110.00 feet, a tangent length of 121.33 feet; THENCE southerly along said curve to the left an arc distance of 183.55 feet to an iron rod at the end of said curve; THENCE S 44° 19' 26" E, a distance of 169.61 fept to an iron rod for corner; THENCE S 45t 40' 34" W, a distance of 105.00 feet to an iron rod for corner; THENCE S 500 41' 16" W, a distance of 422.10 feet to an iron rod for corner; T~ENCE S 62c 14' 40" W, a distance of lAO.OO feet to an iron rod for corner; THENCE S 18c 35' 53" E, a distance of 96.17 feet to an iron rod for cornpr; ¡HENCf S 57~ 2~' 46" E, a distance of 259.02 feet to an iron rod for corner; THENCE N 75° 31' 14" E, a distance of 104.83 feet to an iron rod for corner; THENCE S 89t 37' 56" E, ð distance of 361.53 feet to an iron rod for corner; THENCE S 69~ 47' 15" E, a distance of 161.81 feet to an iron rod ~or corner; THENCE N 73t 06' 46" E, a distance of 186.27 feet to an iron rod for corner; THENCE ~ 8Sc 36' 38" E, a distance of 231.88 feet to an iron rod for corner; THENCE S 85' 13' 49" E, a distance of 548.17 feet to an iron rod for ~orner; TrlENCE S 32~ 09' 11" ~, ð distance of 91.95 feet to an iron rc~ for corner; THENCE N 48~ 54' 31" W, a distance of 36.67 feet to an angle point; THENCE N 780 12' 36" ~, ð distance of 75.46 feet to an angle point; THENCE N 93c 45' 23" W, a distance of 45.88 feet to an angle point; THENCE S 8E= 22' 08M W, a distance of 336.70 feet to an angle point; THENCE N BS~ 00' 38" W, a distance of 60.25 feet to an angle point; ~~I~C£ S 75~ 33' 17" _. ë di~tance of ?4.0~ fee: tc an arJle point; Page 3 of 8 '\ EXHIBIT "A" -'~roperty Description _....:4_ ,. .- . . THENCE S 47° 47' 43" W, a distance of 27.28 feet to an angle point; THENCE S 15° 26' 56" W, a distance of 29.36 feet to an angle point; THENCE S 04° 521 3311 £, a distance ~f 83.93 feet to an angle point; THENCE 5 40t' 49' 49" E, a distance of 81.40 feet to an angle point; T~ENCE S 44° 081 51" E, a distance of 50.11 feet to an angle point; THENCE S OO~ 43' 40" E, a distance of 55.65 feet to an iron rod for corner; said point being the northeast corner of lot 46, Block 4 of Fossil Creek Trails First Filing, an addition to the City of North Rich1and Hills, Texas, as recorded in Volume NO. 388-87, Pages 46-47, Map Records, Tarrant County, Texas; THENCE S 89° 16' 21" W, along the north line of said Fossil Creek Trails First Filing. a distance of 536.40 feet to an iron rod at the beginning of a curve to the right having a central angle of 27° 50' 19", a radius of 343.34 feet, and a tangent length of 85.09 feet; THENCE northwesterly along said curve to the right and said north line of Fossil Creek Trails First Filing, an arc distance of 166.82 feet to an iron rod for corner; said point being the northwest corner of lot 53, Block 4 of said Fossil Creek Trails First Filing; THENCE S 27° 06' 42" W, along the westerly line of said Fossil Cree~. Trails First Filing. a distance of 130.00 feet to an iron rod at the beginning of a non-tangent curve to the left having a central angle of 246° 39' 46", a radius of 60.00 feet, a tangent length of 91.23 feet, and a chord bearing and distance of 53' 46' 49" W, 100.26 feet; T~ENCE southwesterly along said curve to the left, an arc distance of 258.30 feet to a point at the end of said curve; THENCE S 27° 06' 42" W, on a line 50.00 feet westerly and parallel to said westerly line of Fossil Creek Trails First Filing. a distance of 211.00 feet to a point for corner; THENCE S 89° 16' 21" W. a distance of 872.28 feet to an iron rod for corner; said iron rod being on the east line of Diamond Oaks North Addition, an addition to the City of North Richland Hills, Texas, as recorded in Volume 388-23, Page 25, Deed Records, Tarrant County, Texas; TL.!ENCE N 19° 37' 44" E. along the east line of said Diamond Oaks North Addition, a distance of 60.70 feet to an iron rod for an angle point; THENCE N 22~ 31' 44" E, continuing along the east line of said Diamond Oaks North Addition. a distance of 107.00 feet to an iron rod for an angle point; THENCE N 20~ 04' 44" E. continuing along the east line of said Diamond Oaks North Addition, a distance of 93.90 feet to an iron rod for an angle point; said iron rod being the northeast corner of said Diamond Oaks North Addition; THENCE N OOD 46' 16" W. a distance of 60.00 feet to ð point for corner; THENCE S 89° 13' 44" W, parallel to and 60.00 feet north of the north line of said Diamond Oaks North Addition, a distance of 648.40 feet to a point for corner; THENCE N 25° IS' 36" W, a distance of 420.19 feet to an angle point; ,... THENCE N 05° 21' 49" E. a distance of 460.01 feet to an angle point; THENCE N 23~ 08' 09" E. a distance of 54.74 feet to an iron rod for corner on the southerly line of the said Texas Electric Service Company right-of-way; THENCE ~ 71° 58' 07" f, along the southerly line of the said T~xas Electric Senice CtTPèr.y right-of-way. ð distance of 2076.92 feet to the POINT OF BES~N~:NG and tO~TAINING 54.291 acres of 1and. P",,,"o "- n-F R #. - -... ""'- EXHIBIT "A" Property Description FIELD NOTES TRACT 11 BE1NG a tract of land situated in the Telitha Akers Survey, Abstract No. 19. City 'of North Richland Hills. Tarrant County, Texas, and being more particularly described as follows: BEGINNING at a concrete monument at the intersection of the north ~ight-of-way line of I.H. 820 (a 350-foot right-of-way) and the westerly line of the St. louis and South~estern Railroad (a 100-foot right-of-way); THENCE S 89= 03' 57" W, along the north right-af-way line of said I.H. 820, a distance of 214.f5 feet to an iron rod at the beginning of a curve to the left having a central angle of 05° 35' 00", a radius of 3993.22 feet. and a tangent length of 194.7: feet; THE~CE westerly along said curve. an arc distance of 389.12 feet to an iron rod at the end of said curve; THENCE S 83c 28' 57" W. along the north right-of-way line of said I.H. 820, a distance of 250.12 feet to an iron ~od for corner; THENCE ~ oDe 34' 05" W, leaving the north right-of-way line of said I.H. 820, e distance of 737.76 feet to an iron rod for corner; THENCE N age 27' 08" f, a distance of 1302.00 feet to an iron rod and the said westerly right-of-way of the St. louis and Southwestern Railroad; THENCE S 30' 47' 48" W, along the westerly right-of-way line of said St. Louis and Southwestern Railroad, a distance of 864.97 feet to the POINT OF BEGIN~ING and CONTAIN1NG 18.5533 acres of land. p -- Page 8 of 8 EXHIBIT "B" STATE SAVINGS TRACT EXHIBIT "D" ......... -.' ~ "0-- & I . ~It..CT " ... r._' . .... SIG-III 0..,,,,.,· L'" liD L.lJG"fI"~ · -. .... -" -- ~It..c~ . . ....- -. I "ltACT , J I ~ltACT . ... ...... -.".t' -- " .- , ~ - ~ . - .. . ~' .1 .11 . I I I I t . " . . .\' , . . : . 1r1- -'. , : _~1·~ - Lt ~~ "2' W.l~ ("f1?) l~ '~ -- ~ · :~. .. .. . I .. . . . Î . ~.. . '- .' . .~.(':.: :. ......' .. ~ . ...... ".r·" . . :. . ~Þ.¡ .' " ;.. .. ........ . : . . · .,' I II. ,," ~. '. ~ ~ rt~ . t\ . " ,.. .~ - I&- - ~ : ~ '1) , ., . ~ , . ~I , . . .- f -' :. :. -..:i.. .' .. ,- 1 . , ..~ r---:-~ , -. -- " . ' ~~ . . -., ~ -. .. ;.,..... '" '- . . 'II' ,~ . .~... ~ ; I . . . . .. . ; . . , - · . · f .. I . ~ .. . ./ .~.=- I' " . . , - . -- . . . I.,.· ...~ .~';. . . . . . . -.. ..... ~-~ ~.- . . ·~I -_. .'. '~-W~ ~:._--~.. . -- ... .. ÿ ...... - ..... . .fi~~~~--- ~ ~ Þf~~~~~~~1imi;;:-~*:f"'Ot .- ~ ~ua;.,~~ LA, o~ ~~~I!*i~ ~HI~ 1'1:; Ifr~D E::ff ~~~. . .. EXHIBIT "E" '. ·r, . EXHIBIT "F" Maintenance Standards MINIMUM MAINTENANCE SPECIFICATIONS 1. Greens, practice putting greens & nurseries A. Mowing - At least five days per week at a height between 3/16" during the growing season; as needed during the off season. B. Change cup locations on all greens and practice putting greens daily during the active season and at least three times weekly in the off-season. Cup location will be moved at least twenty feet from the previous placement. C. Repair ball marks, divots, or any other damaged turf areas on all greens and practice greens daily. D. Aerify all greens, practice putting greens and nurseries at least three times per year during the growing season. Aerify problem areas as often as necessary to produce superior turf quality. E. Topdress all greens, practice putting greens and nurseries: A. After any aerification performed with 1/2" or larger tines; B. As needed to maintain a smooth putting surface. C. Topdressing will be sand or a mix similar to that used to construct the greens. F. Light vertical mowing of all greens, practice putting greens and nurseries shall be performed as appropriate to smooth and true the putting surfaces. Heavy de thatching shall be performed only prior to any winter overseeding. NOTE: ~lere bermudagrass greens are maintained, they shall be overseeded annually, approximately 2 to 3 weeks before the first annual frost, using perennial rye .or a blend of prennial rye, poa trivialis and/or fine fescues - at a rate between 20 and 30 lbs. per 1,000 square feet. The Putting surface shall be prepared for overseeding by aerifying not later than 30 days prior to overseeding and verticutting weekly starting three to four weeks prior. Overseeding shall be topdressed 1/8" with material similar ,to green construction material or an approved sand/organic mixture. A complete fertilizer shall be applied immediately prior to seeding. Greens shall be irrigated sufficient to remain moist but not soaked until all seed has germinated. During germination period, cup shall be changed frequently. First mowing shall be at 5/16" reducing to normal cutting heights gradually. A preventive program of fungicide applications shall be maintained starting two days after overseeding. 1 .. .... ". / _/ ,. ( I .. G. Spiking of all greens and practice greens shall be performed as needed between aerifications to maintain water infilitration. H. Fertilization - All greens, practice greens, and nurseries shall be fertilized with nitrogen, phosphorous, potash, and other elements as needed to maintain color, growth, health and turgidity of the turf, without allowing excessive or succulent growth. The goal of the greens fertilization program is to provide the best possible putting surface, not to produce the maximum amount of growth. I. Fungicides - All greens, practice greens and nurseries shall receive appropriate fungicide applications to prevent and/or control fungal disease activity. J. Weed Control - All greens, practice_greens and nurseries shall be maintained free of undesirable grasses and weeds. Pre-emergent herbicides shall be used as necessary to prevent intrusion into the greens of weeds difficult to eradicate such as goosegrass, crabgrass, etc. K. Insecticides - All greens, practice greens and nurseries shall be treated as necessary to prevent or halt insect damage. 7ees - All areas used for tee surface A. Mowing - All tees shall be mowed at a height between 3/8" - 5/8" three times per week during growing season and as necessary during off-season. B. Topdressing - All worn areas on weekly to fill divots and level shall contain seed of annual or species as appropriate. tees shall be topdressed at least tee surface. Topdressing material perennial ryegrasses, or other c. Overseeding - All tees shall be than 10 lbs./1,000 square feet, before the first annual frost. species or blend. overseeded at a rate of not less approximately two to three weeks Seed used shall be a suitable D. Set-up - Tee markers and all tee equipment shall be moved daily for proper play and control of turf wear. E. Weed Control - Tees shall be kept weed free to an extent of at least 90% of the area by the proper and timely application of pre- and/or post-emergent herbicides. F. Vertical Mowing - All tees shall be verticut as necessary to control mat or thatch build-up. / 2 ·. . G. Aerification - All tees shall be aerified at least every two months from March through October and as necessary during the remainder of the year. H. Fertilization - All tees shall be fertilized with nitrogen, phosphorous, potash, and other elements as needed to maintain color, growth, healtb and turgidity of tbe turf, without allowing excessive or succulent growth. 3. Fairways - All areas of play except greens, tees, roughs and natural growth areas A. Mowing - All fairways shall be mowed at least three times per week at a height between 1/2" - 7/8" during tbe growing season and as needed for the balance of the year. Contour mowing as specified by the architect in tbe original pl~ns shall be maintained. B. Aerification - All fairways sball be aerified a minimum of three times per year during the growing season. Aerification boles shall not exceed a spacing of eight inches on center or be of a diameter of less then 1/2". C. Fertilization - All fairways shall be fertilized with nitrogen, phosphorous, potash, or other elements as needed to maintain color, growth, health and turgidity of tbe turf, witbout allowing excessive or succulent growth. D. Vertical Mowing - All fairways sball be verticut as necessary to control mat or thatch build-up. E. Weed Control - Fairways shall be kept weed free to an extent of at least 90% of the area by the proper and timely application of pre- and/or post-emergent herbicides. 4. Roughs All turfed areas of play except greens, tees, fairways and natural growth areas. A. Mowing - All roughs shall be mowed weekly during the growing season and as necessary during the balance of the year, at heights between 3/4" and 1-1/2". Rough height shall not exceed 2" without the direct approval of the regional superintendent,and rough mowing shall not be suspended for any tournament without such approval. B. Aerification- 1) Fairway-to-tree-line play areas shall be aerified at least two times per year. 2) Within wooded play areas - as necessary to establish and/or maintain turf. 3 .' ./ ~ ~ . ~ C. Fertilization turf. Roughs shall be fertilized as necessary to maintain D. Weed Control Shall be performed as necessary to prevent seed formation and to allow proper play. 5. Natural growth areas All areas in which native or introduced vegetation is allowed to survive without routine mowing, cultivating, irrigation or other routine maintenance procedures. May be out of play areas, steep slopes, barriers, windbreaks, nature trails, etc. Such areas are to be maintained free of excessive trash, noxious weeds and vertebrate pests, and in such manner as to comply fully with fire department regulations or other such regulations as may apply. Such natural growth areas may be improved and may from time to time be subjected to irrigation, cultivation, pruning, or other such practices as may be necessary or desirable to establish or maintain them. They may not be either created or converted to more intensively managed landscape types without the direct approval of the regional superintendent. 6. Planters - All areas planted with ornamental plants, not intended for golf play and having a definable border. A. Clean-up - All planters shall be maintained free of trash and debris. B. Weed Control - All planters shall be maintained free of weeds by mechanical and/or chemical means. C. Trimming - The plant material (trees, shrubbery and ground covers) in planters shall be trimmed for protection from wind, insect damage, and for appearance. 7. Trees - All trees within the property lines of the golf course. A. Stakes - Trees shall be staked as 'necessary until of sufficient size to stand unassisted. Stakes shall be installed and maintained in the manner recommended by the University of California. Stakes shall be removed as soon as possible. B. Pruning - All trees shall be properly pruned for protection from wind and pests as well as for appearance and safety. C. Irrigation - All trees shall be irrigated to provide adequate moisture for normal growth. D. Mowing - Large area mowers shall not be used within one foot of the trunk of any tree. E. ~emova~ and Replacement - All dead trees, for whatever cause, shall be removed. Replacement shall be with a tree of appropriate type and size. 4 " Irrigation - All equipment required to irrigate all areas of the property. A. Repair or replace all heads, valves, controllers, wiring, and pipe as needed to maintain the proper operation of the entire golf course irrigation system (including greens, tees, fairway, planters, flower beds, etc.) on an on-going basis. . B. The golf course shall be irrigated as necessary to support proper growth of golf turf and associated landscaping. 9. Fences - All fences and walls, block, chain link, or barbed wire, etc. on or within boundaries of the property. A. Repair all broken or damaged fencing as necessary. B. Immediately ~epair or replace as neçessary all fences, gates and locking devices needed for the protection of the golf course or equipment. - ,. 10. Clubhouse and Structures - All structures within the boundaries of the golf course. A. Course Restrooms - All course restrooms shall be maintained daily to provide clean and sanitary facilities for the users and employees of the course. Soap, towels, toilet paper, etc. shall be provided in adequate quantity at all times. Portable facilities shall be maintained similarly. B. All buildings and structures shall be maintained in good repair at all times. Surrounding areas shall be maintained free of weeds, brush, disorganized junk or broken-down equipment, trash piles, etc. Interior areas shall be clean and neatly organized, safe and sanitary for customers and employees. Painting, rodent and insect control, and landscaping shall be performed as necessary. "Housekeeping" duties shall be assigned to all maintenance crew members and shall be performed daily. C. Cart Paths - Maintain all cart paths in a smooth and clean condition and repair promptly as needed. D. The golf course superintendent is responsible for all facilities and structures maintenance not within the clubhouse area proper. 11. Edging All sidewalks, patios and concrete cart paths must be kept edged. Edging around valve boxes, meter boxes, backflow preventers, etc. shall be done as needed to insure that there is no obstruction of play or maintenance from growth around these items. 12. Sand Traps All sand traps shall be edged as necessary to maintain an appropriate lip, raked daily and filled with fresh sand as needed to maintain a 5 · ~. ,. ~ . .Þ minimum 1-1/2" depth on slopes and 4" in the bottom. Replacement sand will be of a dust-free type, suitable for trap use. 13. Landscaped areas The various planting areas throughout the course shall be cultivated, weeded, and pruned on a regular basis, with at least two replanting programs for annuals scheduled each year, depending on the length of the season. 14. Trash and refuse -Shall be collected daily and removed from the property as necessary to ensure minimal problems from refuse odors, insects, etc. Approved trash receptacles shall be conveniently stationed on tees and other appropriate areas and emptied daily. 15. Vertebrate pest control .-../ Shall be routinely performed throughout the property on an on-going basis, in such a manner that vertebrate pest populations are steadily reduced and eventually eliminated. 16. Aquatic All lakes, ponds and streams shall be maintained in a safe and sanitary manner and in good appearance. 17. Soil and water Analysis will be performed yearly by an approved professional laboratory. 18. Construction and remodeling Any change in the physical characteristics of any area of the golf course, such as addition or removal of sand traps, addition or removal of any hazards (water, trees, or native vegetation), movement of soil exceeding 20 cubic yards in any single area, or the modification of any portion of the golf course or the buildings, shall only be undertaken with the direct 'approval of the Vice President, Operations or his designated representative. 19. Crews Other than during inclement weather, a full maintenance crew shall be on duty at the course daily supervised by an on-duty superintendent. Regular hours will be established and maintained. The superintendent's hours shall normally be the same as those of his crew. NOTE: THESE SPECIFICATIONS INDICATE MINI}ruM PRACTICES NECESSARY FOR THE PROPER MAINTENANCE OF ANY GOLF COURSE. IN NO WAY DO THEY LUIIT THE RESPONSIBILITY OF THE GOLF COURSE SUPERINTENDENT FOR THE PROFESSIONAL CARE AND MAINTENANCE OF THE PROPERTY. 6 ," 1lIIO_III' J. ~.~..,.. .' ..... '~~~".·i P"""-'-~,, ......~:~r-.~.",-:-~7~ .~,..~.u:.~~...:~~.~.~:j,:... ~.:._ '.' . ~.- "';'-:'----:- . .... ;. .... .' , .;. .. f'~ ;'·te·.4t ~"'II fI.. r :,. ,::'. .' '. . ........ t .~. ; '. . ':. .:.A.it ;.: . .. .., ;.: EXHIBIT D : . ..~.. ~.. -0 ... .:- t. .. 4' . '.' . .. .~r__. . . .. .. . ..... e. .- .~ - ..,. '. . ··.0. . . . . ., . . . eo ~ . '- . ,. ..' ..... . I.. . . :, .'. - .. . .' -. . .. - . r .. . " ,. . . . '.. . -. . . . . .: . -.- . " :- . .. e. . ~'-. ..~. . . .' ~. .. . ..' .. . . . -:. -,- -- ., . .. . -. . '. . I I: .Ih ~ .f:! JI, I!" ¡ t I ':i i I -11, ~ '¡ c II' ~ i I; Ii r ~ a, .. 1'1 · . '" - fIJ : 1 I It!: = J I . i . " - (~ '. . -. .. .0.. ~. ... >.. :'0- .....: · . . ..~ ~ I. ". .:: . .' . ," . ~ . ~. ... . . _:, . . . . . . tp. .. .- '. .. · :e.. , . . . '- '. . _. po . . . to . . -.0 -":.:-1.- . · .' I .... ~. .....~ ... .. . 'I .. . . ~.. · . A . . .. , " I II ~i!¡ 5.1" ! ~ ..I '''~J ¡IIII' r.- J .. r . - ... - . .~... .:. . ,- - - ;' . ..;...,..., . ". .: .;"'''.'' . , , , . ,. -=. . . . . . . . ·0· . " . ... '.:~ .. .,. .. : . . . . . . -.. I ,( ~I I, I I '" . \\ , ,'~ , ~ , . .. .. .' I. I .... ~ (:.::. ':. °t-· . ...\ .~-\ ,·if ! . . . !III :-- -,1 J : : : \ ' ~ ':: \' \ .: : \ ~:" \ :.....J.. . ::-, ' ... " " . ::': //:j- \ .y '.. l 'oJ:;; \ .. . / ·'0' /. .,~, /. . . - .- ..' x:,· \ . e, \ _ , . .' \ . " .' /:. " ., . ~ h'·' :: .... ~ . '. ) _I':;' ~l~~ . . .. -/ - I- · '" '." .......' .. '1'· t :' :~/··I''':·:' ' ;1 . .. 1 .' '. ..~~J.i Cii[~ \..J. . (/ '. . ..\. . . ::~ \ '\y: \;~ \, ~~ ; ..A. A<~,.. . , , ~., ". '(;'~ . . . . . " . ' " . . '.¡.'. . > '.' ; ~ ~.-- /" /-' ~,(: \J' . . ... . .. I " - - . EXHIBIT "G" Road t ..______ o. ---.-- o. ... 4 ~-~ ~~~~