HomeMy WebLinkAboutItem 05 - Big Daddys Ship StoreTO-
FROM -
MEETING DATE
SUBJECT
F_ _1
I I
-------------�
Grapevine
t ke
I Oo�tl.
I
Fn
0 Northwest
e
HONORABLE MAYOR, CITY COUNCIL MEMBERS AND THE
PLANNING AND ZONING COMMISSION
BRUNO RUMBELOW, CITY MANAGER
ERICA MAROHNIC, DIRECTOR OF PLANNING SERVICES
NOVEMBER 21, 2023
PLANNING SERVICES TECHNICAL REPORT OF CONDITIONAL
USE APPLICATION CU23-31, BIG DADDY'S SHIP STORE
. I
11
0
5� r
r
I
I
I
I
I
I
I.H. 1635
I
I
5? I
a
I
't Sy DFW 3 I
Hall -Johnson �Airport
60 a I
L,
I T — — — — M o I
L-3 I
Glade Rd I
H _
0
APPLICANT- Nicholas Kaufman
PROPERTY LOCATION AND SIZE -
The subject property is located at 2500 Oak Grove
Loop South, #200 and is unplatted. The property
contains 105.33 acres and has approximately 1,330
feet of frontage along Oak Grove Loop South and
approximately 595 feet of frontage along Darren G.
Medlin Trail.
REQUESTED CONDITIONAL USE AND COMMENTS -
The applicant is requesting a conditional use permit to allow the possession, storage, retail
sales and on and off premise consumption of alcoholic beverages (beer, wine and mixed
beverages), outside dining, and outdoor speakers in coniunction with a restaurant and
convenience store.
The applicant owns the Big Daddy's Ship Store which is an existing retail store and
restaurant located at Scott's Landing Marina at Lake Grapevine. The restaurant is
accessed by a walkway atop Lake Grapevine and is operated on a floating dock. The
current owner of the 1,335 square foot restaurant proposes to offer alcoholic beverage
sales to its customers. The current seating floorplan includes indoor dining, and a two -
level deck, partially covered outdoor patio. The restaurant has interior seating for 20
patrons and outdoor seating for 100 patrons. With this request, 61 parking spaces are
required and 182 parking spaces have been provided. Seven outdoor speakers exist
which provide ambient music for patrons seated outside.
PRESENT ZONING AND USE:
The property is currently zoned "GU", Governmental Use District and is developed as
Scott's Landing Marina, a multi -tenant floating dock located at Lake Grapevine.
HISTORY OF TRACT AND SURROUNDING AREA:
The subject property and surrounding areas were rezoned in the 1984 City-wide Rezoning,
from an "R-1", Single -Family Dwelling District to the "GU", Governmental Use District.
SURROUNDING ZONING AND EXISTING LAND USE:
NORTH: "GU", Governmental Use District - Oak Grove Baseball Complex
SOUTH: "GU", Governmental Use District - The Vineyard Campground
EAST: "GU", Governmental Use District - Grapevine Golf Course
WEST: "GU", Governmental Use District - Undeveloped
AIRPORT IMPACT:
The subject tract is not located within any "Zone" as defined on the "Aircraft Sound
Exposure: Dallas/Fort Worth Regional Airport Environs" map.
MASTER PLAN APPLICATION:
Map 2: Land Use Plan of the Comprehensive Master Plan designates the subject property
a Governmental land use. The applicant's proposal is in compliance with the Master Plan.
THOROUGHFARE PLAN APPLICATION:
The City of Grapevine's Thoroughfare Plan does not designate Oak Grove Loop South.
/at
CU23-31.4 2
T
Z
I
1 swc*en z.aw � srs.w
vsnu a,ux zsanc H305?5 %a w
/� assc rMa
jZJ I
I I Feet
0 360 720
1,080 1,440
GRAREVINE
, s
-T h; x VIN
N
w�E
s
CU23-31; Big
2500 Oak Grove
Daddy's Ship Store
Loop South, Suite 200
Date Prepared: 11 /8/2023
This data has been compiled by
used to gather this information.
the City of Grapevine IT/GIS department. various official and unofficial sources were
Every effort was made to ensure the accuracy of this data, however, no guarantee is
given or implied as to the accuracy of said data.
e' 1 l
I ill
i°
Current or if unpliatted, proposed subdivision names),
biock(s), & lot(s)
Street flro age & distance',o nearest cross street �=
Proposed Zoning
°a
Future Land Use Designation ,
Y� I
Gross area of parcel (to nearest tenth of
acre
Describe the Proposeds �"
IExistinc Zoning -
All Conditional Use Permit Requests are assumed to be complete when Pled and will be placed
on the agenda for public hearing at the discretion of staff. Based on the size of the agenda, your
application may be scheduled to a later date.
All public hearings will be opened and testimony given by applicants and interested citizenry.
Public hearings may be continued to the next public hearing. Public hearings will not be tabled.
Any changes to a site plan approved with a conditional use permit request can only be approved
by City Council through the public hearing process.
Any application for a change in zoning or for an amendment to the zoning ordinance shall have,
from the date of submittal, a period of four months to request and be scheduled on an agenda
before the Planning and Zoning Commission and City Council. If after said period of four months
an application has not been scheduled before the Commission and Council said application
shall be considered withdrawn, with forfeiture of all filing fees. The application, along with the
required filing fee may be resubmitted any time thereafter for reconsideration. Delays in
scheduling applications before the Planning and Zoning Commission and City Council created
by city staff shall not be considered a part of the four -month period.
I have read and understand all of the requirements as set forth by the application for a
conditional use permit request and acknowledge that all requirements of this application have
been met at the time of submittal.
Owner Name-"k `s Ake, , 6eA?r-vit*,LIwner Phone Number
CompanyW
Address � i'7C> µ ° 5 LLOD
City
Email
State T4. Zip Code
U 2Uww�l;,,, "piiwl�
VIUVIII Piii llll'"
Planning Services Department
200 S. Main Street • Grapevine, TX 76051 • 817.410.3155
Updated August 14, 2023
# y„
Project Representation
represent
{
" y. _LL�,,ll I�� '. project
►� designate
representative) to act in the capacity as my agent for submittal, 'processing, representation,
and/or presentation of this request. The designated agent shall be the principal contact person
for responding to all requests for information and for resolving all issues of concern relative to
this request.
I hereby certify that I am the property owner of the
property d further certify that the informati11
provided on this development application is true and correct. I have selected the above submittal ty
2.nd representation of my own volitionand not at the requestof Grapevine.
Property Owner's Signature Date v
STATE OF: l �.
COUNTY OF:
BEFORE ME, a Notary Public, on this day personally appeared PPA"jAmt-- i:u-r-s —
(printed property owner's name) the above signed, who, under oath, stated the following: "I here
certify that I am the property owner for the purposes of this application; that all information submitt
herein is true and r
SUBSCRIBED AND SWORN TO before me, this the _2A day of -�?- ter
Z x µ �m.
NOTARY PUBLIC in and for the State of Texas
III... I IUIIIVuuI �� 'hill
u
v y h4 goipiuu'
w vn oi� V
IIIIVIIIIIIIUVIIVI� IIIIVIIIIUIIIIIIIW '
Planning Services Department
200 S. Main Street • Grapevine, TX 76051 • 817.410.3155 • II uuY > /,,'ll uo Il, dill p uuu,.p.i.uu .
Updated August 14, 2023
CONDITIONAL USE PERMIT APPLICATION
AND SITE PLAN SET CHECKLISTS
Project Representative Information (complete if designated by owner)
❑ Engineer ❑ Purchhaser Tenant ❑rPreparer ❑ Other (specify) �
Name N\'1 y) p 1(, s „in (X�l-m o o Company i,., v �, �)Uc
Address
City. State Zip Code
N„u
Phone Email
e i P .,' � �,�^ Date
g m `I
Applicant's Si nature �
STATE OF:'u
COUNTY OF: ...w.,
BEFORE ME, a Notary Public, on this day personally appeared L/44.Ci
(printed property owner's name) the above signed, who, under oath, stated the following: "I hereby
certify that I am the applicant for the purposes of this application; that all information submitted herein
is true and correct."
SUBSCRIBED AND SWORN TO before me, this theday of
, 20.2111
1 V
II
vII� Ilo l�� „I,, IIIi Iaul I l'
H II� I I
�, ,on-11 I',,,,il II III,,,, II ,,l;ull; � TAPUBLIC in and for the State of Texas
IN
IyV u
ill IIIpIIN ry,loW lull lld ��, �I"IV IIMV V„plMl^I IWltlq^^II V�IVd V 1 W�I!Ifl 11 IIII „�1 ^WiI1010110�
i
i
provide a copy of a legal document attached with this application showing that the individual signing
this document is f duly authorized partner, officer, or of said corporation, partnership,
Limited Liability Company.
For any individual or organization who consents to act as an agent for the entity for purposes of receiving any
process, notice or demand:
Entity Warne or File Number: y
Provide a most recent public information report that includes:
All general partners
File Number Registered
agent name
Ilvi���,��
N11uul1Ill'1 lllorlf.
r .ailinaddreaI
I
(You may order a copy of a Public Information Report from i, I I or Comptroller of Public Accounts, Open
Records Section, PO Sox 13523„ Austin, Texas 73711 or o to IIi'I' I 1 I I, , )
4
Planning icea Department
200 S. Main Street 9 Grapevine, TX 76051 9 817.410.3155 1111
Updated August 14, 2023
CONDITIONAL USE PERMIT APPLICATION
AND SITE PLAN SET CHECKLISTS
It has been determined that the property described below does require platting or replatting
and the applicant has been instructed on this procedure.
❑ It has been determined that the property described below is currently plattede'does not
t
requlre,...pl�.gw,,or replatting at this time.
.. , n..........,,
Address of subject property_,
Legal description of subject property
Publiw Works Department
Date
tar
m pWmmi4m PNOW
mu,ra�, iIV
u,
5
Planning Services Department
200 S. Main Street • Grapevine, TX 76051 • 817.410.3155 . httr)s://bit.lv/GraDevinePlannina.
Updated August 24, 2023
Corporations Section /E 0"",, Ruth R. Hughs
P.O.Box 13697 ' �, r W �� Secretary of State
Austin, Texas 78711-3697''
Office of the Secretary of State
Certificate of Fact
The undersigned, as Secretary of State of Texas, does hereby certify that the document, Articles of
Conversion for Grapevine Marina Company, LP (file number 800434345), a Domestic Limited
Partnership (LP), was filed in this office on December 31, 2004.
It is further certified that the entity status in Texas is in existence.
It is further certified that our records indicate MARSHALL FUNK as the designated registered agent for
the above named entity and the designated registered office for said entity is as follows:
11226 INDIAN TRAIL,
DALLAS, TX - 75229 USA
In testimony whereof, I have hereunto signed my name
officially and caused to be impressed hereon the Seal of
State at my office in Austin, Texas on December 19,
2019.
Ruth R. Hughs
Secretary of State
0„ 2 " uuu
"I so ",
�IIUWmuuuium, °"'°uu III uum ���u° uouum uuu " , .
� true
Cone visit us on the internetathttps://www.sos.texas.gov/
Phone: (512) 463-5555 Fax: (512) 463-5709 Dial: 7-1-1 for Relay Services
Prepared by: SOS -WEB TID: 10268 Document: 933115300003
public Information Report
9126123, 12:58 PM
public Information Repo
rt
public Information Report
SCOTT,S MARINAS AT LAKE GRAPEVINE, LTD.
Report Year :2022
OS) PIRs filed with
ort PIR) processed by the Secretary of State (S
ed from the most recent Public information R o information, which is displayed on this web site. The information will be updated
Comptroller a electronic copy of the PO Box 13528, Austin, Texas 78711.
Information on this site is obtain troller of Public Accounts, Open Records Section,
After processing, the SOS sends the Comp en.records cfatexas.9ov or Comp
You may order a copy of a Public Information Report from op
Title Name and Address
GRAPEVINE MARINA COMPANY, LP
GENERAL PA 11226 INDIAN TRAIL DALLAS, TX 75229
annual franchise tax reports are forwarded to the SOS.
as changes are received from the SOS•
a
https:(lmycpa.cpa.state.tx.uslcoalcoaSearchBtn#
Consent of LP Members
The members of Scott's Marinas at Lake Grapevine, Ltd., a Texas limited liability
company, "the Company" consent to the following:
On behalf of the general partner, Grapevine Marina Company and its limited partners
F&F Investments and Joby Holdings II, Ltd., it is confirmed and agreed that Jason
Hogg in his capacity as the principal officer for Waterview Marinas, the management
company for the Company, is hereby appointed to conduct business on behalf of the
company.
In this capacity he may acquire credit accounts for the various properties, be a
designated check signer and authorized to sign documents necessary to conduct the
operation of the Company.
Agreed to this, the 4t" day of April, 2022.
General Partner:
By: Grapevin
e Marina Company, LP,
A Texas Limited Liability Partnership,
Its general Partner
By: GVMC GP, LLC
A Texas Limited Liability Company,
Its general partner
Marshall Funk
Manager
illlu ', uu I�L�I � I�VVVW�i � �UIIIIUIViiuiulll I
d�IIVVW ulm� W IIIUIIVuu�
.„.mu
Consent of LLC Members — Page 1 of 1
THIRD AMENDED AND RESTATED
AGREEMENT OF LMTED PARTNERSHIP
M
SCOTT'S MARINAS AT LAKE GRAPEVINE, LTD.
Date: January 1, 2006
THE PARTNERSHIP INTERESTS HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS OR TIRE SECURITIES LAWS OF ANY
JURISDICTION. NO PARTNERSHIP INTEREST MAY BE SOLD OR OFFERED FOR
SALE (WITHIN THE MEANING OF ANY SECURITIES LAW) UNLESS A
REGISTRATION STATEMENT UNDER ALL APPLICABLE SECURITIES LAWS
WITH RESPECT TO THE INTEREST IS THEN IN EFFECT OR AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS IS THEN
APPLICABLE TO THE INTEREST. A PARTNERSHIP INTEREST ALSO MAY NOT
BE TRANSFERRED OR ENCUMBERED UNLESS THE PROVISIONS OF ARTICLE V
OF THIS AGREEMENT ARE SATISFIED.
DALLAS:3395G.00000: 14614300 M j10"" III
IIIVu 11011111111110 ulA
� 1I110P° IIIIIIIIIIII�
n.......... IIIVp,
TABLE OF CONTENTS
Page
I. FORMATION OF PARTNERSHIP...........................................................................................2
I.I.
Formation.......................................................................................................................2
1.2.
Name..........................................................................................................................2
1.3.
Places of Business and Registered Office......................................................................2
1.4-
Purpose...........................................................................................................................2
1.5.
Title to Partnership Property ..........................................................................................2
1.6.
Term.....................•---............................----------...--.........................................•----.............2
II. CAPITALIZATION AND RELATED MATTERS .---.------
........2
2.1.
Initial Contributions.......................................•----•-----...--•---------------.........------.................2
2.2.
Additional Funds............................................................................................................3
2.3.
Capital Accounts............................................................................................................3
2.4.
Interest on and Return of Capital...................................................................................3
2.5.
Negative Capital Accounts............................................................................................3
2.6.
Power of Attorney - . ......................................................................................................3
111. ALLOCATION OF PROFITS AND LOSSES; DISTRIBUTIONS TO THE PARTNERS .... 4
3.1_ Profits, Losses and Distributive Shares of Tax Items . .................................................. A
3.2. Tax Allocations ..................................................................... :.-----...-----..........................7
3.3. Tax Credits ............................... ...................................................................................... 7
3A. Code Section 704(c) Allocations..................................................................••...............7
3.5. Distribution of Cash Flow ---------------------------------------------------------------------------------------------- 7
3.6. Partnership Expenses ....................... ....8
IV. MANAGEMENT OF THE PARTNERSHIP...........................................................................8
4.1. The General Partner.......................................................................................................8
4.2. Limitations on Power and Authority of the General Partner.........................................9
4.3. Authority as to Third Persons........................................................................................9
4A- Compensation and Expenses of the General Partner.....................................................9
4-5. Limited Partners.............................................................................................................9
4.6. -Partnership Liabilities....................................................................................................9
4.7. Indemnity .........................•-••----............................------.......---------................I.................10
4.8. Other Activities of the Partners....................................................................................10
V. NEW LIMITED PARTNERS, RESTRICTIONS ON TRANSFER OF LIMITED
PARTNERSHIP INTERESTS AND OTHER MATTERS...............................................10
5.1. Transfers of Limited Partnership Interests...................................................................10
5.2. Procedure for Admission.............................................................................................11
VI. LIQUIDATION AND DISSOLUTION OF THE PARTNERSHIP ...................................... I I
6.1. Dissolution Events.......................................................................................................11
6.2. Withdrawal of or Transfer by General Partner; Continuation ..................................... I I
DALL.AS: 33956.00000: 146 L430v3
6.3. Method of Liquidation - ------------------------------------------------------------------------------------------------ 12
6.4. Date of Termination .....................................................................................................13
6.5. Death, Dissolution, Legal Incompetency or Bankruptcy of a Limited Partner ...........13
VII. MISCELLANEOUS..............................................................................................................13
7.1. Fiscal Year...................................................................................................................13
7.2.
Records........................................................................................................................13
7.3.
Method of Accounting.................................................................................................13
7.4.
Notices.........................................................................................................................13
7.5.
Amendments; Waivers ....................................... --........................................................
14
7.6.
Binding Effect.......................................................................................
.....................14
7.7.
Duplicate Originals......................................................................................................14
7.8.
Construction.................................................................................................................14
7.9.
Governing Law............................................................................................................14
7.10.
Other Instruments .......................................................................
...........14
7.11.
Legal Construction.......................................................................................................14
7.12.
Gender, Etc..................................................................................................................14
7.13.
Waiver of Partition and Certain Other Rights; Nature of Interests in
the Partnership 14
7.14.
Partner Approvals........................................................................................................15
7.15.
Partner Meetings.......................................................... :............................................... 15
7.16.
Creditors Not Benefited...............................................................................................15
Exhibit A — Defined Terms
Exhibit B — Partners, Capital Accounts and Percentage Interests
11
DALL.AS. 33956.90000: 1461439v3'
AGREEMENT OF LIMITED PARTNERSHIP
OF
SCOTT'S MARINAS AT LAKE GRAPEVINE, LTD.
This Third Amended and Restated Agreement of Limited. Partnership (this "Agreement")
of Scott's Marinas at Lake Grapevine, Ltd, a Texas limited partnership (the "Partnership"}, is
entered into by the undersigned Partners effective as of the date listed on the cover page of this
Agreement. Capitalized terms used and not otherwise defined herein have the meanings set forth
on the attached Exhibit A.
WHEREAS, the Partnership was formed under the Act by the filing of a Certificate of
Limited Partnership dated as of December 21, 1984 with the Secretary of State of Texas and the
execution of that certain Agreement of Limited Partnership of the Partnership dated as of
December 18, 1984 by and among Marshall Funk, Stan Johnson and Reuben M. Ginsberg,
Trustee (the "Original Agreement");
WHEREAS, the Original Agreement was amended and restated as that certain Amended
and Restated Agreement of Limited Partnership of the Partnership dated as of October 28, 1986
(the `First Amended Agreement");
WHEREAS, the First Amended Agreement was amended and restated as that certain
Second Amended and Restated Agreement of Limited Partnership of the Partnership dated as of
January 1, 2002 (the "Second Amended Agreement");
WHEREAS, the Partners desire to amend and restate the Second Amended Agreement as
this Agreement to provide for different series of partners as provided in this Agreement and to
reflect the Contribution and the Admission, as such terms are defined below;
WHEREAS, H2O Investments, Ltd., a Texas limited partnership ('TUO'), owns certain
hoists typically used in the business of renting such hoists for profit in connection with the rental
of boat slips;
WHEREAS, H2O desires to contribute (the "Contribution") certain hoists and other
personal property (the "Hoist Property") to the Partnership in exchange for an interest in the
Partnership pursuant to this Agreement and that certain Transfer, Assignment and Conveyance
by and between H2O and the Partnership dated as of January 1, 2006 (the "Transfer and
Assignmenf');
WHEREAS, in exchange for the Contribution, the Partners desire to admit H2O to the
Partnership as the Series B Partner pursuant to this Agreement (the "Admission"), and H2O
agrees to be bound by the provisions of this Agreement by its signature hereto; and
WHEREAS, the Partners desire to accept the Contribution and the Admission and
continue the rental of the Hoist Property (the "Hoist Rental Activity").
DALLAS: 33956.00000: 14614300
NOW, THEREFORE, in consideration of the premises, warranties and mutual covenants
set forth herein, it is agreed as follows:
I. FORMATION OF PARTNERSHIP
1.1. Formation. The Partnership was formed pursuant the Original Agreement. The
Partners hereby continue the Partnership under the Act and in accordance with this Agreement,
effective as of the date listed on the cover page of this Agreement. The Second Amended
Agreement is hereby amended and restated.
1.2. Name. The name of the Partnership is on the cover page to this Agreement. The
General Partner may change the name of the Partnership from time to time. The General Partner
also may adopt one or more fictitious names for use by the Partnership.
1.3. Places of Businessand Registered„Office. The principal office of the Partnership
is at 11226 Indian Trail, Dallas, Texas 75229. The registered agent of the Partnership is
Marshall Funk and the registered address of the Partnership is 11226 Indian Trail, Dallas, Texas
75229_ The General Partner may change the principal or registered office or registered agent of
the Partnership from time to time. The General Partner may establish, maintain and abandon one
or more additional places of business for the Partnership.
IA. Egoose. The purpose of the Partnership is to conduct any activity permitted by
law, including without limitation the Hoist Rental Activity, any of which will be permitted
regardless of whether any Partner or Affiliate has a direct or indirect interest in the activity.
I.S. Title to Partnershit� Prol�g� , . Property may be acquired in the name of the
Partnership or in the name of an agent or nominee on terms and conditions the General Partner
deems appropriate.
1.6. Term. The term of the Partnership will continue until 99 years from the effective
date of the formation of the Partnership, subject to earlier termination under Article VI.
11. ": VITALIZATION AND RELATED MATTERS
2.1. Initial„Contributions. The Series A Partners have previously contributed property
to the Partnership in exchange for their respective interests in the Partnership. The Series B
Partner hereby agrees to contribute the Hoist Property to the Partnership in exchange for its
interest in the Partnership pursuant to the Transfer and Assignment. Each Partner's capital
account balance as of the date hereof (after the property contribution described in this $eptjon.2.1
has been made) is set forth opposite such Partner's name on Exhbt,B hereto. The Partners
hereby agree that the fair market value of the Series B Partner's property contribution made
pursuant to this Section 2.1 shall be equal to the Series B Partner's capital account balance as of
the date hereof as set forth opposite such Partner's name on Exhibit B hereto. The initial
Percentage Interest and class of Partnership Interest of each Partner is set forth opposite its name
on Exhibit B hereto.
_2_
DALLAS: 33956.M=: 14614300
(b) Series B Cash Flow. Subject to Section 6.3, after payment of all Allocable
Expenses and establishing cash reserves (1) required by any loan agreements or similar
arrangements to which the Partnership is subject, or (2) necessary to satisfy contingencies
reasonably anticipated for, or associated with, the Hoist Rental Activity of the
Partnership, any remaining Series B Cash Flow of the Partnership as determined by the
General Partner will be distributed quarterly or at such other time or times as shall be
determined by the General Partner (i) 15% to the Series A Partners pro rata in accordance
with their respective Series A Percentage interests as of the date on which such
distribution is made and (ii) 85% to the Series B Partner.
3.6. Partnershit) Expenses. All Partnership expenses, including, without limitation, all
operating expenses and any capital expenditures of the Partnership as well as the establishment
of cash reserves as determined by the General Partner, but not including expenses described in
the second sentence of this Section 3.6, and any reimbursement of Partnership expenses to the
General Partner, but not including any reimbursement described in the second sentence of this
Section 3.6, shall be borne by the Series A Partners as a class and such expenses shall reduce the
Series A Cash Flow of the Partnership by an equivalent dollar amount. All Partnership expenses,
including, without Iimitation, all operating expenses and any capital expenditures of the
Partnership as well as the establishment of cash reserves as determined by the General Partner,
that relate to the Hoist Rental Activity and any reimbursement of Partnership expenses to the
General Partner that relate to the Hoist Rental Activity, shall be borne by the Series B Partner
and such expenses shall reduce the Series B Cash Flow ofthe Partnership by an equivalent dollar
amount. Expenses that relate to the Hoist Rental Activity shall include, without limitation, the
costs of hoist acquisition, operation and maintenance, as determined by the General Partner.
IV. MANAGEMENT OF THE PARTNERSHIP
4.1. The General Partner. The business and affairs of the Partnership will be managed
exclusively by the General Partner. All determinations relating to the business and affairs of the
Partnership may be made by the General Partner, in its sole discretion, and will not give rise to
any right or claim by any Partner or the Partnership unless made in violation of an express
provision of this Agreement. The General Partner will have complete authority to take, in its
own name or that of the Partnership, any action that the General Partner determines to be
appropriate under this Agreement or for the conduct of the business of the Partnership (subject,
however to the limitations set forth in Section 4.2 u. All decisions and actions taken by the
General Partner under the authority of this Section 4.1 will be binding upon all of the Partners
and the Partnership. The power and authority granted to the General Partner hereunder shall
include, without limitation, complete power and authority to (i) to negotiate, enter into and
perform agreements and contracts on behalf of the Partnership, (ii) to seek capital contributions
and/or loans for and on behalf of the Partnership, (iii) to finance and refinance the assets of the
Partnership (and to pledge or encumber the assets of the Partnership in connection therewith),
(iv) to transfer, assign, sell or dispose of all or substantially all of the assets of the Partnership,
(v) to cause the Partnership to make distributions of cash or other property to the Partners, (vi) to
retain one or more Persons to provide services to the Partnership and to cause the Partnership to
compensate such Person(s), (vu) to take such further actions and to execute such further
agreements and instruments for and on behalf of the Partnership that the General Partner shall
determine to be necessary or appropriate. The General Partner will not be liable or accountable,
DALLAS: 33456.OGM: 146/4300
in damages or otherwise, to the Partnership or to any other Partner for anything it may do or
refrain from doing, except in the case of its fraud, willful misconduct or gross negligence in
connection with the business and affairs ofthe Partnership.
4.2. Limitations on„Tower and Authorit , of the General Partner. Anything in this
Agreement to the contrary notwithstanding, without prior written Partner Consent, the General
Partner will not have the authority to do any of the following:
(a) Any act in contravention of this Agreement;
(b) Confess a judgment against the Partnership except in connection with the
settlement of an action or proceeding;
(c) Execute or deliver any general assignment for the benefit of creditors of
the Partnership; or
(d) Commence (as the debtor) a case in bankruptcy, or continence (as the
debtor) any proceeding under any other insolvency law, or permit or consent to any such
proceeding to be commenced against the Partnership.
4.3. Authorid' �, a,s,,,.to,,,,Third..Persons. The signed statement of the General Partner
reciting the authority or the necessary approval of the General Partner for any action, as to any
third Person„ will be conclusive evidence of the authority of the General Partner to take that
action. Each Partner will promptly execute instruments determined by the General Partner to be
prr= .,'..ate to evidence the authority of the General Partner to consummate any transaction
permitted by this Agreement.
4.4. Compensation and Expenses of the General Partner. The General Partner will
receive a management fee of $2,000 per month. Such management fee shall constitute a
guaranteed payment pursuant to Code section 707(c). The General Partner will not receive any
other compensation from the Partnership for serving as General Partner, but all expenses
incurred by, or allocated by any Partner or Affiliate to, the General Partner in connection with its
service as General Partner will be paid or promptly reimbursed by the Partnership.
4.5. Limited Partners. The Limited Partners, in their capacities as Limited Partners,
may not act for or bind the Partnership and may not participate in the general management,
conduct or control of the Partnership's business or affairs. Nothing contained in this Section 4.5
will prohibit any Limited Partner or any partner, shareholder, owner, officer, director, member,
manager, employee, agent or authorized representative thereof from acting as an officer, director,
employee, member, manager, agent or other representative of the General Partner or the
Partnership.
4.6. Partnership n Liabilities. The General Partner will have no liability for the return of
the Partners' Capital Contributions. All liabilities of the Partnership, including without
limitation indemnity obligations under Section 4.7, will be liabilities of the Partnership as an
entity, and will be paid or satisfied from Partnership assets. No liability of the Partnership will
be payable in whole or in part by any Partner in its capacity as a Partner (other than the General
Partner and then only in its capacity as such, as determined by a nonappealable order of a court
-9-
DALLAS. 33456 00000:1461430v3
of competent jurisdiction and subject to Section 4.7) or by any partner, shareholder, director,
owner, officer, member, manager, employee, agent, advisor or authorized representative of any
Partner or Affiliate.
4.7. Indemnity_ Subject to the limitations contained in Article 11 of the Act, the
Partnership to the extent of its assets legally available for that purpose, will indemnify and hold
barmless the General Partner and any director, manager, member, shareholder, owner, partner,
officer or trustee of the General Partner (collectively, the "Indemnified Persons"), from and
against any and all loss, damage, expense (including without limitation fees and expenses of
attorneys and other advisors and any court costs incurred by any Indemnified Person) or liability
by reason of anything any Indemnified Person does or refrains from doing for, or in connection
with the business or affairs of, the Partnership (INCLUDING ANY LOSS, DAMAGE,
EXPENSE OR LIABILITY CAUSED BY OR ATTRIBUTABLE TO THE ORDINARY OR
SIMPLE NEGLIGENCE, AS OPPOSED TO GROSS NEGLIGENCE, OF THE
INDEMNIFIED PERSON), except to the extent that the loss, damage, expense or liability results
primarily from the Indemnified Person's gross negligence, fraud or willful misconduct. The
Partnership shall pay or reimburse, in advance of the final disposition of any claim for which
indemnification is required pursuant to this Section 4.7, to all Indemnified Persons all reasonable
expenses incurred by any Indemnified Person who was, is or is threatened to be made a named
defendant or respondent in any claim for which indemnification is required pursuant to this
Sect gn 4.7 to the fullest extent permitted by the Act, provided that such indemnified Person has
agreed in writing to reimburse the Partnership for all amounts paid to such Indemnified Person if
it is determined that such Indemnified Person was not entitled to indemnification under this
Section 4.7.
4.8. Other Activities of the Partners. Except as may be provided to the contrary in a
separate written employment or other agreement between one or more Partners and the
Partnership or the General Partner, the Partners may have other business interests and may
engage in other business ventures of any nature or description whatsoever, whether presently
existing or hereafter created, and may compete, directly or indirectly, with the business of the
Partnership. No Partner, nor any Affiliates of a Partner shall incur any liability to the Partnership
or the Partners as a result of the pursuit by any of them of such other business interests, ventures
and competitive activity unless the same shall be in contravention of a separate written
employment or other agreement executed by such Partner or Affiliate, and, except as provided in
any such separate written employment or other agreement, neither the Partnership nor the
Partners shall have any right to participate in such other business interests or ventures or to
receive or share in any income derived therefrom.
V. NEW LIMITED PARTNERS, RESTRICTIONS ON TRANSFER OF LIMITED
PARTNERSHIP INTERESTS ANl)
5.1. Transfers of Limited Partnership N Interests_ Without first obtaining the written
consent of the General Partner (which consent may be given or withheld in the sole and absolute
discretion of the General Partner), (i) no Limited Partner may voluntarily or involuntarily
Transfer, or create or suffer to exist any Encumbrance against, all or any part of its record or
beneficial interest in the Partnership, and (ii) no Person may be admitted to the Partnership as a
Limited Partner.
-10-
DALLAS: 33956.00000: 14614300
(a) To cause the Partnership or any of its assets to be partitioned;
(b) To cause the appointment of a receiver for all or any portion of the assets
of the Partnership;
(c) To compel any sale of all or any portion of the assets of the Partnership;
and
(d) To file a complaint, or to institute any proceeding at law or in equity, to
cause the dissolution or liquidation of the Partnership.
Each of the Partners has been induced to enter into this Agreement in reliance upon the waivers
set forth in this Section 7.13 and without those waivers no Partner would have entered into this
Agreement. No Partner has any interest in specific Partnership property. The interests of all
Partners in the Partnership are personal property.
7.14. Partner Apvrovals. Written approvals by Partners may be given in lieu of a
meeting of Partners_ A written approval may be in one or more instruments each of which may
be signed by one or more Partners. A written approval need not be signed by all Partners or by
all Partners of the class of Partners whose approval is required unless the approval of all Partners
or all Partners of the class in question is required, but notice shall be given to all Partners of
action proposed to be taken by written action, or an approval given by written action.
7.1-5. Partner Meeting M,. Meetings of Partners or a class of Partners may be held on such
terms, and after such notice, as the General Partner may establish.
7.1b. Creditors Not Benefited. Nothing in this Agreement is intended to benefit any
creditor of (i) the Partnership or (ii) a Partner. No creditor of the Partnership or a Partner will be
entitled to require the General Partner to solicit or accept any loan or additional Capital
Contribution for the Partnership or to enforce any right which the Partnership or any Partner may
have against a Partner, whether arising under this Agreement or otherwise.
[Signature Pages Follow]
-15-
DALLAS: 33956.00000:14614300
SIGNATURE PAGES
GENERAL PARTNER
Signature, Name
and Address
GRAPEVINE MARINA COMPANY, LP,
a Texas limited partnership
By: GVMC GP, LLC,
a Texas limited liability company,
its general partner
By: Uv'
Marshall Funk, Manager
11226 Indian Trail
Dallas, Texas 75229
-16-
DALLAS: 33956.08WO: 14614300
ORDINANCE NO. 2023-090
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
GRAPEVINE, TEXAS ISSUING CONDITIONAL USE PERMIT
CU23-31 TO ALLOW THE POSSESSION, STORAGE,
RETAIL SALES OF ON -AND OFF -PREMISE CONSUMPTION
OF ALCOHOLIC BEVERAGES (BEER, WINE AND MIXED
BEVERAGES), OUTDOOR DINING, AND OUTDOOR
SPEAKERS IN CONJUNCTION WITH A RESTAURANT AND
CONVENIENCE STORE, FOR WILLIAM P. HERRING
SURVEY, ABSTRACT 662, TRACT 1, 2, AND 3 (2500 OAK
GROVE LOOP SOUTH, SUITE 200) IN A DISTRICT ZONED
"GU", GOVERNMENTAL USE DISTRICT ALL IN
ACCORDANCE WITH A SITE PLAN APPROVED PURSUANT
TO SECTION 47 OF ORDINANCE NO. 82-73 AND ALL
OTHER CONDITIONS, RESTRICTIONS AND SAFEGUARDS
IMPOSED HEREIN; CORRECTING THE OFFICIAL ZONING
MAP; PRESERVING ALL OTHER PORTIONS OF THE
ZONING ORDINANCE; PROVIDING A CLAUSE RELATING
TO SEVERABILITY; DETERMINING THAT THE PUBLIC
INTERESTS, MORALS AND GENERAL WELFARE DEMAND
THE ISSUANCE OF THIS CONDITIONAL USE PERMIT;
PROVIDING A PENALTY NOT TO EXCEED THE SUM OF
TWO THOUSAND DOLLARS ($2,000.00); DECLARING AN
EMERGENCY AND PROVIDING AN EFFECTIVE DATE
WHEREAS, an application was made requesting issuance of a conditional use
permit by making applications for same with the Planning and Zoning Commission of the
City of Grapevine, Texas, as required by State statutes and the zoning ordinance of the
City of Grapevine, Texas, and all the legal requirements, conditions and prerequisites
having been complied with, the case having come before the City Council of the City of
Grapevine, Texas, after all legal notices requirements, conditions and prerequisites having
been complied with; and
WHEREAS, the City Council of the City of Grapevine, Texas, at a public hearing
called by the City Council did consider the following factors in making a determination as
to whether this requested conditional use permit should be granted or denied: safety of the
motoring public and the pedestrians using the facilities in the area immediately
surrounding the site; safety from fire hazards and measures for fire control; protection of
adjacent property from flood or water damages, noise producing elements, and glare of the
vehicular and stationary lights and effect of such lights on established character of the
neighborhood; location, lighting, and types of signs and relation of signs to traffic control
and adjacent property, street size and adequacy of width for traffic reasonably expected to
be generated by the proposed use around the site and in the immediate neighborhood;
CU23-31
adequacy of parking as determined by requirements of this ordinance for off-street parking
facilities; location of ingress and egress points for parking and off-street locating spaces,
and protection of public health by surfacing on all parking areas to control dust; effect on
the promotion of health and the general welfare; effect on light and air; the effect on the
overcrowding of the land; the effect on the concentration of population; the effect on the
transportation, water, sewerage, schools, parks and other facilities; and
WHEREAS, the City Council of the City of Grapevine, Texas, at a public hearing
called by the City Council of the City of Grapevine, Texas, did consider the following
factors in making a determination as to whether this requested conditional use permit
should be granted or denied; effect on the congestion of the streets, the fire hazards,
panics and other dangers possibly present in the securing of safety from same, the effect
on the promotion of health and the general welfare, effect on adequate light and air, the
effect on the overcrowding of the land, the effect on the concentration of population, the
effect on the transportation, water, sewerage, schools, parks and other public facilities;
and
WHEREAS, all of the requirements of Section 48 of Ordinance No. 82-73 have been
satisfied by the submission of evidence at a public hearing; and
WHEREAS, the City Council further considered among other things the character of
the existing zoning district and its peculiar suitability for particular uses and with the view
to conserve the value of buildings and encourage the most appropriate use of land
throughout this City; and
WHEREAS, the City Council of the City of Grapevine, Texas, does find that there is
a public necessity for the granting of this conditional use permit, that the public demands it,
that the public interest clearly requires the amendment, that the zoning changes do not
unreasonably invade the rights of those who bought or improved property with reference to
the classification which existed at the time their original investment was made; and
WHEREAS, the City Council of the City of Grapevine, Texas, does find that the
conditional use permit lessens the congestion in the streets, helps secure safety from fire,
panic and other dangers, prevents the overcrowding of land, avoids undue concentration
of population, facilitates the adequate provisions of transportation, water, sewerage,
schools, parks and other public requirements; and
WHEREAS, the City Council of the City of Grapevine, Texas, has determined that
there is a necessity and need for this conditional use permit and has also found and
determined that there has been a change in the conditions of the property surrounding and
in close proximity to the property requested for a change since this property was originally
classified and, therefore, feels that the issuance of this conditional use permit for the
particular piece of property is needed, is called for, and is in the best interest of the public
at large, the citizens of the City of Grapevine, Texas, and helps promote the general
health, safety and welfare of this community.
Ordinance No. 2023-090 2 CU23-31
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
GRAPEVINE, TEXAS:
Section 1. That the City does hereby issue a conditional use permit in
accordance with Section 48 of Ordinance No. 82-73, the Comprehensive Zoning
Ordinance of the City of Grapevine, Texas, same being also known as Appendix "D" of the
City Code, by granting Conditional Use Permit CU23-31 to allow the possession, storage,
retail sales of on- and off -premise consumption of alcoholic beverages (beer, wine and
mixed beverages), outdoor dining, and outdoor speakers in conjunction with a restaurant
(Big Daddy's Ship Store and convenience store) in a district zoned "GU", Governmental
Use District within the following described property: William P. Herring Survey, Abstract
662, Tract 1, 2 and 3 (2500 Oak Grove Loop South, Suite 200) all in accordance with a site
plan approved pursuant to Section 47 of Ordinance No. 82-73, attached hereto and made
a part hereof as Exhibit "A", and all other conditions, restrictions, and safeguards imposed
herein, including but not limited to the following: None.
Section 2. That the City Manager is hereby directed to amend the official zoning
map of the City of Grapevine, Texas, to reflect the herein conditional use permit.
Section 3. That in all other respects the use of the tract or tracts of land herein
above described shall be subject to all the applicable regulations contained in said City of
Grapevine zoning ordinance and all other applicable and pertinent ordinances of the City
of Grapevine, Texas.
Section 4. That the zoning regulations and districts as herein established have
been made in accordance with the comprehensive plan for the purpose of promoting
health, safety, morals and the general welfare of the community. They have been
designed with respect to both present conditions and the conditions reasonably anticipated
to exist in the foreseeable future; to lessen congestion in the streets, to secure safely from
fire, panic, flood and other dangers; provide adequate light and air; to prevent
overcrowding of land, to avoid undue concentration of population; facilitate the adequate
provisions of transportation, water, sewerage, drainage and surface water, parks and other
public requirements, and to make adequate provisions for the normal business,
commercial needs and development of the community. They have been made with
reasonable consideration, among other things, of the character of the district, and its
peculiar suitability for the particular uses and with a view of conserving the value of
buildings and encouraging the most appropriate use of land throughout the community.
Section 5. That this ordinance shall be cumulative of all other ordinances of the
City of Grapevine, Texas, affecting zoning and shall not repeal any of the provisions of
said ordinances except in those instances where provisions of those ordinances which are
in direct conflict with the provisions of this ordinance.
Ordinance No. 2023-090 3 CU23-31
Section 6. That the terms and provisions of this ordinance shall be deemed to be
severable and that if the validity of the zoning affecting any portion of the tract or tracts of
land described herein shall be declared to be invalid, the same shall not affect the validity
of the zoning of the balance of the tract or tracts of land described herein.
Section 7. That any person violating any of the provisions of this ordinance shall
be deemed guilty of a misdemeanor and upon conviction thereof shall be fined in a sum
not to exceed Two Thousand Dollars ($2,000.00) and a separate offense shall be deemed
committed upon each day during or on which a violation occurs or continues.
Section 8. That this ordinance shall become effective from and after the date of
its final passage.
PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF
GRAPEVINE, TEXAS on this the 21st day of November, 2023.
APPROVED-
William D. Tate
Mayor
ATTEST -
Tara Brooks
City Secretary
APPROVED AS TO FORM:
Matthew C.G. Boyle
City Attorney
Ordinance No. 2023-090 4 CU23-31
pe
0
u
O
I'1TIl,'_ U Ilt 1=1 - VF D
ItIC,,
E,
-0. F
1 4,
to
1— J1
�IFE
IH F'F, E
EF,
FT.
100,
— — — — — — — — — — — — -
— — — — — — — — — -
LAKE GRAPEVINE
,`OOP
0 op, LOCATION
_A
BUSHONG
0
WILCWOOD
00
Ae 00
A I k 00 0.- WO
IV
`A
G/
IC
Ae
A
HAIJ111111�,r
I I A F � , , -1, 14 \ I
AP� Al�'�f\_L ` L-'I:GAFT�,' AHI-.,��Ifl�_�-<
- _E
`11_:JHlf- a_ EI-Er-'J, AL E_.,J I,L_Lr Hd ale C'I[ Tk:'l rr, 1,h. -1,
FIE _,EMI -�IEE) E'Irl, PEA 11", "1, -DE II '11\1 I : r.
A -I_ H E,_1 P" '�T EE ll <F_EkE-)
EHI I'l ,I--J -HE
OFE1, CIFA-E -[- RE �EFII1T_,'[/L EE I'l -_iFG11,"E --IE
arl, 1, -_ 1¢NAHE
-IE ,'II'r FE0 CF --E, ZC'I1'1C-CR'HHAI,_ 'r:
J - L_J t IIP,A- -I, ITH I. 5i` CH
JHLESA --EL_IrJL-,=._I_l E,!E�IEG.
H`_L EET TH
o' -HE Zlld'l=, —L HAI E �IHF , CO'lFt,-EHT
F1,A_ -EF I
vea ELIT:_1 1,� PEP� - 1--] EJL:..,1'13
�LI,-IT� EL--1.AL
F, I'l0l' �, RC, 1,11"
I, r, Si A_ TI-E __1 H'h OP-1
_tICf-E =H-; 11,-FTI:J_I,TE rl,=ITEvZ HAllEP_ 9p� r[_,I,E
_IZI\1L1 , -E-1 -L, T_1-1,: /-I0 '1-1'1r).` I 1AIILRr 0-ILF,
t'l- I'T' I'l IAH. SI
T tl FEGbIREL-- E' 15TINHI
"E Ft,' 1 11 F,'-,'- RAI,- I I'll-,;
AFEA-, PF FFa,.r;
iA_E_�R, :I-_ t-,'
11 1 /,RFA
05 -31 /, I ES
91,=T 1-1 1( k EL 1. F, I,(!
.1"C'l 5T -0-A_ 1255
EJ L:=I6 AI _/
SF - 0- E.- I E'=`,
:D16k
H 4,
1, A
I E FER I FEOL,,- NL,
P-1
F,I-F I A:
E' T , -,� r H
F,
FL F 3.D
FAFI` I'll E'00
_(H_
F-F-
`_
Er -I\- ITI-II-)"R
ET t- I
�_FEF
f-CL
IIC� t q1EFI A
-A-
Propert Owner:
N= n,
S_tt,a Marina at Lake Grapevine, Ltd
N
00 W Central Expy. Ste, 400
'L, 5 1,
F
Richard— T 15081
469-95-5002
Jhogg@w.tAryirAvTodrmX.HXP
THE PURPOSE OF CONDITIONAL USE PERMIT
CU23 31 IS 10 ALLOW I HL POSSESSION,
STORAGE, RETAIL SALE OF ON AND OFF PREMISE
CONSUMPTION OF A] COHOI IC BEVERAGES
(BEER WINE, AND MIXED BEVERAGES)
OUTDOOR SPEAKERS, AND OUTSIDE DINING IN
CONJUNCTION WITH AN EXISTING RESTAURANT.
CASE NAME: '.-j h1p t,
CASE NUMBER: I J-'3__;
LOCATION: �, ck
MAYOR SECRETARY
DATE:
PLANNING AND ZONING COMMISSION
CHAIRMAN
DATE:
SHEET. OF
APPROVAL DOES NOTAUTHORIZE ANY WORK
IN CONFLICT WITH ANY CODES OR
ORDINANCES.
Planning Sara— Depaftmort
Site Plan
I.
Big Daddy's Ship Store
Willi.. P Hooting Survey
Abstract No. 662
City of Grapevine, Tenant County Texas
105,33 acres
Zone: 'GU" Government Use District
Date of Pom—b— September 29,2023
COREY REINAKER AIA
41 6 4 0 6 3 o_1
.0 ARc
6
C)
CL
0
0 z;;
>
0
LLj
Z
0 Lu
CL
Ln
2 C-4
a
E, - 1,= J7,J-P— L
Z
ofLU
LU
cc
0
J
I
PH
O
E- � E 2F -'-I<
15-2'
--------- --- -
sIIP4= CJAF[1A11-
I-
':,TI'I:--IAFEoAIL
1-1 - 4'
E E"
_j
4 11 1 2"
---------------------------------------
OR
-E1
- - - - - - - - - - - -
LAKE GRAPEVINE
F '0& - - - - - - - - - - - -
DR. -'T
OC\," GP�Q -- - - - - 00'
BUSHONG
WILDWOOD
E-I'�.-I,=ETE— --FE P,�1- AEC�=
F
1000-, 5H A -'If - A"- 4:
J--OCIP FIAT l- AFEA 2111,
_TC1-0-
IFA'IT L:
LAFJEF '4 SE,
L T"17' '�'vF -Elk EF-
I INIE PA'k- -::11 Ld! HIT�I
A �F IT f- -E,
- - - - - - - - - - - - - - - - - - - -
0 F-1
T:JiD,1
-1
0(
L
",J' I;A' frAI'l - 12AI'l
FF EP IIEF it
E -AFILE
_AE FAE
'-E -E -[ESI;A- -111 2A'I
6.
------------
-A- "it I -it
FAIL
Lj A I I F`ToA, BAH 12A I
-N-EPU POSE OF CONDITIONAL USE PERMIT
ec
CU23 31 IS 10 ALLOW I HE POSSILSSION,
I Lr- STORAGE, RETAIL SALE OF ON AND OFF PREMISE
�52 -10 F, 0 CONSUMPTION OF COHOI BEVERAGES
(BEER WINE, AND MIXED BEVERAGES)
OUTDOOR SPEAKERS, AND OUTSIDE DINING IN
F CONJUNCTION WITH AN EXISTING RESTAURANT.
PA A
-TT- c,T� F'41— CASE NAME:
15 -F CARE NUMBER: I J-'3-f
LOCATION: 25C,., l-,,
4-
MAYOR SECRETARY
-I-
DATE:
L
PLANNING AND ZONING COMMISSION
A-, I-111
CHAIRMAN
DATE:.
_TEA,f-ER
SHEET 2 OF
APPROVAL DOES NOT AUTHORIZE ANY WORK
k' -7 J T Nz�D IN CONFLICT WITH ANY CODESOR
ORDINANCES.
Planning Services Department
Floor Plan
EL., I: to
Big Daddy's
Ship Store William P Herring Survey
Abstract No 662
City of Grapevine, Tarrant County Texas
105.33 acras
Zone: "GU" Government Use Drp-t
Rate of Preparation: September 27, 2023
COREY REINAKER AIA
6 4 2 6 4 0 6 3
6
C)
CL
0
0 z;;
i (Z>
LU
>
0
Ld
Z
OW
CL
ry C)
Ln
-6 C-4
A2