HomeMy WebLinkAboutItem 04 - High Country Commercial TO- HONORABLE MAYOR, CITY COUNCIL MEMBERS AND THE
PLANNING AND ZONING COMMISSION
FROM- BRUNO RUMBELOW, CITY MANAGER
ERICA MAROHNIC, DIRECTOR, PLANNING SERVICES
MEETING DATE- JULY 21, 2026
SUBJECT- PLANNING SERVICES TECHNICAL REPORT OF
CONDITIONAL USE APPLICATION CU26-12: HIGH COUNTRY
COMMERCIAL
I I I I
. i
�— Grapevine APPLICANT. Chance LeBlanc — Dunaway
1 Associates
1 Ra.
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I.H.1635
m Northwest
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ods
°'f cb I PROPERTY LOCATION AND SIZE-
The subject property is located at 1039 East Dallas
Hall-Johnson Aso I Road and platted as Block 1, Lot 1, Esther Moore
'I m j
T-- Addition. The addition contains 0.838 acre and has
I.
m Glade Rd. — —I _ approximately 216 feet of frontage on East Dallas
z
Road.
REQUESTED CONDITIONAL USE AND COMMENTS-
The applicant is requesting a conditional use permit to allow a construction trade office
with outside storage.
On June 16, 2026, City Council tabled conditional use application CU26-12 to the July
21, 2026, meeting to allow the applicant additional time to review the submittal to provide
consistency with zoning regulations.
The applicant is requesting to redevelop the subject site and operate as a construction
trade office and construct a new 5,460 square-foot office building on the same property.
As part of this request, the applicant proposes to leave and improve the appearance of
an existing 5,057 square foot metal building located at the northwest corner of the
property. Historically, the subject site has not had improved parking spaces, vehicle
maneuvering areas, and designated and screened solid waste collection or outside
storage. Access will be provided by an existing concrete driveway on the north side of
East Dallas Road; 27 parking spaces are required, and 27 parking spaces are provided.
The site plan indicates approximately 1,300 square feet of outdoor storage for company
box trucks, which will be fully screened from adjacent properties and the public right-of-
way.
The original and revised plans include the following-
Original Plan — Office Building Revised Plan — Office Building
North elevation included an exterior door North elevation exterior door and stairway
and stairway. removed.
Overall building height: 35 feet, 6 inches. Overall building height reduced by 6
inches to 35 feet.
PRESENT ZONING AND USE:
The property is zoned "LI", Light Industrial District and is developed with existing metal
storage building at the northwest corner of the site. A single-family residence previously
existed on the site but has since been demolished.
HISTORY OF TRACT AND SURROUNDING AREA:
The subject property was rezoned in the 1984 City-wide Rezoning, from "C-2",
Community Business District to "LI", Light Industrial District. The subject property was
also part of a Map 2: Land Use Plan amendment in 2005 with MP05-01 (Ord. 2005-57)
where the property's future land use designation was changed from Industrial (IN) to
Industrial/Commercial (I/C).
Map 2: Land Use Plan amendment in 2026 with MP24-01 where the property's future land
use designation was changed from Industrial/Commercial (I/C) to Commercial (CO).
• On July 19, 2022, City Council approved on the first reading of an ordinance,
CU22-30 (Ord. 2022-047), to allow for a construction trade office with storage yard.
• On August 1, 2022, Board of Zoning Adjustment approved BZA22-10, a special
exception for an existing 5,057 square foot metal building located at the northwest
corner of the property to allow a side and rear yard encroachment into required
setbacks, a decrease in distances between buildings, a decrease in buffer area
regulations, and exterior improvements. The special exception runs with the land
and remains applicable to the property.
• On August 16, 2022, City Council approved on the second reading of an ordinance,
CU22-30 (Ord. 2022-047) to allow for a construction trade office with storage yard.
The conditional use permit expired one year after approval because a building
permit was not obtained.
• On June 16, 2026, City Council agreed to table CU26-12 to the July 21, 2026,
CU26-12.4A 2
meeting to the allow the applicant additional time to review the submittal to provide
consistency with zoning regulations.
SURROUNDING ZONING AND EXISTING LAND USE:
NORTH: "LI", Light Industrial District — Office Warehouse, Norman Roofing
and Construction
SOUTH: "LI", Light Industrial District — Multi-tenant office/warehouse and
distribution center developments
EAST: "LI", Light Industrial District — Mac's Corner Convenience Store
with Fuel Pumps
WEST: "R-7.5", Single-Family District— Single-family residences
AIRPORT IMPACT:
The subject tract is located within "Zone B" Middle Zone of Effect as defined on the
"Aircraft Sound Exposure: Dallas/Fort Worth Regional Airport Environs" map. In "Zone
B", the following uses may be considered only if sound treatment is included in the
building design: multifamily apartments, motels, office buildings, movie theaters,
restaurant, personal and business services. Single-family residential and sound sensitive
uses such as schools and churches should avoid this one. The applicant's proposal is an
appropriate use in this noise zone.
MASTER PLAN APPLICATION:
Map 2: Land Use Plan of the Comprehensive Master Plan designates the subject property
as Commercial (CO) land use. The construction trade office is not compliant with the
Master Plan.
THOROUGHFARE PLAN APPLICATION:
The City of Grapevine's Thoroughfare Plan designates East Dallas Road as a Type C
Minor Arterial, which requires a minimum right-of-way width of 80 feet to be developed
with four lanes and a turn lane.
/at
CU26-12.4A 3
1084 TEXAN TR
1077 EASY ST 1090 TEXAN TR
1081 EASY ST
1090 TEXAN TR
1087 EASY ST SUBJECT PROPERTY 1090 TEXAN TR
. . . . . . . . . . . . . . . . . . . . . .
1091 EASY ST
. . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . .
1095 EASY ST • • • • •1039•E• • • • •
• • • • • • • • 1098 TEXAN TR
. . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . .
1099 EASY ST
. . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . .
R-7.5
Single-Family E DALLAS RD Light
District Industrial
District
1100 E 1150 TEXAN TR
DALLAS RD
This data has been compiled by the
* City of Grapevine IT/GIS department.
A EVINE CU26-12; High Country Commercial Various official and unofficial sources
T E X A S Subject Property: 1039 East Dallas Road were used to gather this information.
p y• Every effort was made to ensure the
accuracy of this data, however, no
guarantee
0 50 100 150 200 he ccu acy of said implied as to
said data.
Date Prepared:6/3/2026
Feet 2026 NEARMAP IMAGERY
CONDITIONAL USE PERMIT APPLICATION
AND SITE PLAN SET CHECKLISTS
Current or if unplatted, proposed subdivision name(s), Gross area of parcel (to nearest tenth of
block(s), & lot(s) acre)
MOORE ESTHER ADDITION Block 1 Lot 1 0.8 Ac.
Street frontage & distance to nearest cross street Describe the Proposed Use
Outdoor Storage in conjunction with permitted use
Proposed Zoning Existing Zoning
CUP - "LI" Light Industrial "LI" Light Industrial
Future Land Use Designation Subject Property Address
"CO" Commercial 1039 E. Dallas Rd.
All Conditional Use Permit Requests are assumed to be complete when filed 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 riling 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 requiremenrlBy:
f this application have
been met at the time of submittal.
Property Owner Name Garrett Martin Property Owner Phone Number (469) 684-4465APR 2 7 2026
pCom an High County Commercial .. ..................
Y .
Address 2330 Seaborn Rd.
City Ponder State TX Zip Code 76259
Email
2
Planning Services Department
200 S. Main Street• Grapevine,TX 76051 • 817.410.3155• ittpsJ/bit.ly/GrapevinePlanning
Updated July 25,2025
CONDITIONAL USE PERMIT APPLICATION
AND SITE PLAN SET CHECKLISTS
Project Representation (check one):
❑ 1 will represent the application myself; OR
X I hereby designate Agent: Chance LeBlanc, AICP (Dunaway Assoc.) (name of project
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 and further certify that the information
provided on this development application is true and correct. I have selected the above submittal type
and representation of my own v I' i d not the request of the City of Grapevine.
Property Owner's Signature Date /Q-7Ja(,OF:
COUNTY OF: /�,
BEFORE ME a NotaryPublic on this day personally appeared v4 tit1r 4 10C4t*(in
Y p Y pp
(printed property owner's name) the above signed, who, under oath, stated the following: "I hereby
certify that I am the property owner for the purposes of this application; that all information submitted
herein is true and correct." /�
SUBSC IBED AND SWORN TO before me, this the day of 1 ,r
20 T
AGUSTIN Q BARRERA NOTARY PUBLIC in and for the State of Texas
lP v9
Notary Public, State of Texas
Comm. Expires 08-28.2029
;, `� Notary ID 135530249
U 210 -�Z
EAPR 2 7 2026
SY ....................
3
Planning Services Department
200 S. Main Street • Grapevine, TX 76051 • 817.410.3155 •„
Undated July 25.2025
CONDITIONAL USE PERMIT APPLICATION
AND SITE PLAN SET CHECKLISTS
Project Representative Information (complete if designated by owner)
❑ Engineer ❑ Purchaser ❑ Tenant ❑ Preparer x Other (specify) Agent
Name Chance LeBlanc, AICP _Company Dunaway Associates
Address 550 Bailey Ave.
City Fort Worth State TX Zip Code 76107
Phone (817) 335-1121 Email
Applicant's Signature c. Date
STATE OF:
COUNTY OF:
BEFORE ME, a Notary Public, on this day personally appeared
(printed project representative 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 the Z 1A day of
20
Eline Shabani
My Commission Expires
NOTARY tIJIME inVid&VIVEG&tate f Texas
If the legal owner of the property is a corporation, company, partnership, or Limited Liability Company,
provide a copy of a legal document attached with this application showing that the individual signing
this document is a duly authorized partner, officer, or owner of said corporation, partnership, or
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 Name or File Number: High Country Commercial1 L,(�(� w2b r �,
Provide a most recent public information report that includes: D M�mawED
1. All general partners APR 2 7 2026
2. File Number
3. Registered agent name By: .....................
4. Mailing address
(You may order a copy of a Public Information Report from open.records@cpa.texas.gov or Comptroller of Public Accounts,Open
Records Section, PO Box 13528,Austin,Texas 78711 or go to https://mycpa.cpa.state.tx.us/coa/search.do)
4
Planning Services Department
200 S. Main Street • Grapevine,TX 76051 • 817.410.3155 • https://bit.lv/GrapevinePlanning
Uodated July 25.2025
CONDITIONAL USE PERMIT APPLICATION
AND SITE PLAN SET CHECKLISTS
PLATTING VERIFICATION:
To be filled out by the Public Works &Engineering Department at time of submittal
❑ 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 platted or does not
require platting or replatting at this time.
Address of subject property 103q F Pallas RAO/
Legal description of subject property
$/OCk 1 Z
24
Publ' orks Department Date
cut` . IZ
D
APR 2 7-2026
BY- _................
5
Planning Services Department
200 S. Main Street. Grapevine,TX 76051 • 817.410.3155• hftps:Hbit.ly/GrapevinePlanning
Updated July 25,2025
CONDITIONAL USE PERMIT APPLICATION
AND SITE PLAN SET CHECKLISTS
City of Grapevine
Signage Requirements
-Signage Requirements
The following is a list of requirements for signage associated with zoning applications. A completed checklist
must be submitted with each application. Applicants shall indicate willingness to comply with standards by
checking the box adjacent to the standard.
Standards,Sign Posting l
Zoning signage shall comply with the following standards:
N The applicant shall be responsible for posting at least one zoning sign on the subject property
perpendicular to the street right-of-way whenever feasible 10-14 days prior to the Joint City Council
and Planning & Zoning Commission (P&Z) scheduled public hearing. If the subject property does
not have any pervious frontage, the sign shall be posted in the window or in another clearly visible
location as determined by staff
® The applicant shall furnish an affidavit, as well as date-stamped photographs of each side of the posted
sign(s),to the City of Grapevine Planning Services Department certifying that the required signs were
posted on the subject property 10-14 days prior to the said public hearing.
Ixl Failure to post signage 10-14 days prior to the public hearing shall result in the postponement of the
case being presented to City Council and P&Z.
-------___ _ - _._
Public Hearing Date Dates to post Signage .
December 16,2025 December 1-5
January 20, 2025 JJanuary 5 9
Cu2� !Z
February 17,2026 _ � _February 2 6
March 17, 2026 March 2-6
-- _ -
April 21,2026 - -- ----- ---. T April 6 10 - --- - - Q� M � D
May 19,2026 May---8 __-_.-- ---__ /APR 2 12026
,Sign Maintenance Standards L
Maintenance of zoning notification signage shall comply with the following standards:
® The applicant shall be responsible for ensuring that the zoning sign(s) remain visible and present on
the property from the time of posting to final action of the City of Grapevine.
N The applicant shall be responsible for removing zoning notification signage within one week of final
6
Planning Services Department
200 S. Main Street• Grapevine,TX 76051 • 817.410.3155 • https://bit.iy/GrapevinePlanning
Updated July 25,2025
CONDITIONAL USE PERMIT APPLICATION
AND SITE PLAN SET CHECKLISTS
action by the City of Grapevine.
GD7IDDDD
APR 2 7 2026
7
Planning Services Department
200 S. Main Street• Grapevine,TX 76051 • 817.410.3155• ittps:#bit.ly/GrapevinePlanninq
Updated July 25,2025
CONDITIONAL USE PERMIT APPLICATION
AND SITE PLAN SET CHECKLISTS
.,111 : e7 d
Signs must be:
Q� 24 inches long by 48 inches wide, per State law.
1$I Signs must be designed and printed according to the template provided below.
NOTICE OF PUBLIC HEARING
A ZONING AND/OR DEVELOPMENT APPLICATION(S)
HAS BEEN FILED FOR THIS PROPERTY
GRAPY,U\T For information contact:
City of Grapevine
(817)-410-3155
planning@grapevinetexas.gov
Project Representative Information (complete if designated by owner)
❑ Engineer❑ Purchaser❑Tenant ❑ PreparerX Other(specify) Agent
Name Chance LeBlanc, AICP Company Dunaway Associates
Address 550 Bailey Ave.
City Fort Worth State TX Zip Code 76107
Phone (817) 335-1121 E i
Applicant's Signature Date 427
cv?ok -.1f!m
Planning Services Department
200 S. Main Street• Grapevine,TX 76051 • 817.410.3155 • ittps://bit.ly/GrapevinePlanning
Updated July 25,2025
Conditional Use Permit (CUP) Project Narrative
High Country Commercial (HC Design) Headquarters
Narrative:
1039 E. Dallas Road, Grapevine,Texas Chance LeBlanc,AICP; Dunaway, April 27, 2026
Site:
0.838-Acre (36,485 sq ft.)site located at 1039 E. Dallas Road
• 216.02 feet offrontage on E. Dallas Road
Property platted as: Lot 1, Block 1, Moore Esther Addition Existing
Zoning: "LI" Light Industrial
Surrounding Zoning:
• East: "LI" Light Industrial
• North: "LI" Light Industrial
• West: "R-7.5" Residential
Proposed Use:Construction Trade Offices,CUP required in"LI"
Proposed Development:
• Removal of existing parking area encroaching into front yard setback
• Preserve and remodel existing 5.057 sq.ft. metal "L-shaped"one-story non-conforming
building on NW corner of site
o Reclad building exterior for more aesthetically pleasing appearance
o Remodel interior space for new use
o Reduced rear yard &side buffer yard for existing building
• Construct a new 2-story construction trade office building on SE portion of the site
o 3,640 sq.ft.with 1,820 upper mezzanine level
• Utilize the existing 41'driveway for all vehicular access to site
• Provide 30' landscaped front yard setback
• Provide enhanced landscaping along west property adjacent to residential properties
• Locate dumpster at the northeast corner of the site, in the parking and vehicle/trailer storage
area,
• Provide required paving parking area with outside storage yard
Land Use Compatibility:
• New development of the site will not cause harm to the adjacent uses, but will instead
improve the appearance of the site which will enhance the adjacent sites and land uses
• The addition of enhanced landscaping on the west property line with provide a better buffer
to the residential lots to the west
• Construction Trade Offices are compatible with the "LI" Light Industrial zoning to the east
and north, including the office/warehouse use to the north
Summary:
• The new High Country Commercial (HC Design) Headquarters facility will be an enhancement of
the property and is suitable for approval of the CUP request for a Construction Trades Office
with the submitted CUP Site Plan.
• The purpose of the CUP request is to allow overnight storage of work trucks and trailers
in the designed parking area located in the northeast area of the site.
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APR 2 7 2026
By •
o
Electronically Recorded by Tarrant County Clerk in Official Public Records
MARY LOUISE NICHOLSON
COUNTY CLERK
GF#26-5169
Title Resources
525 S Loop 288, Ste 125
Denton, TX 76205
SPECIAL WARRANTY DEED
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON,YOU
MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION
FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY
BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL
SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.
Date: March 16, 2026
Grantor: 1039 PLACE, LLC, a Texas limited liability company
Grantor's Mailing Address :
376 E. 400 S, Ste. 110
Salt Lake City, UT
Grantee: HIGH COUNTRY COMMERCIAL,LLC, a Texas limited liability company
Grantee's Mailing Address:
2330 Seaborn Rd.
Ponder, TX 76259
Consideration: TEN AND N01100 DOLLARS and other good and valuable consideration, and
Grantor has Bargained, Granted and Conveyed, and by these presents does Bargain, Grant and
Convey unto Grantee, the following described property-.
Property (including any improvements):
Being Lot 1, Block 1 of ESTHER MOORE ADDITION, an Addition to the City of Grapevine,
Tarrant County, Texas, according to the Plat thereof recorded in Volume 388-166, Page 58, Plat
Records, Tarrant County, Texas.
Reservations From and Exceptions to Conveyance and Warranty:
Easements, rights-of-way, and prescriptive rights, whether of record or not; all presently
recorded instruments,other than liens and conveyances,that affect the property;taxes for the current
year, the payment of which Grantee assumes.
Grantor, for the consideration, receipt of which is acknowledged, and subject to the
reservations from and,exceptions to conveyance and warranty,grants Lc
s and _ ys antee
the property, together with all and singular the rights and appues hf= �i wise
belonging, to have and hold it to Grantee, Grantee's heirs, executor, dmi r%tTffces ors or
1 By: ....................
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FIRST AMENDED COMPANY AGREEMENT
OF
High Country Commercial,LLC
A Texas Limited Liability Company
APR 2 7 2026
By .....................
:. ;:.... !
FIRST AMENDED COMPANY AGREEMENT
OF
High Country Commercial,LLC
A Texas Limited Liability Company
--- ---------—THE FIRST AMENDED COMPANY AGREEMENT OF HIGH COUNTRY COMMERCIAL, LLC (the
"Agreement"), dated as of the date of execution, is adopted by the Members and is executed and
agreed to,for good and valuable consideration,by the Members.
ARTICLE I
Formation
Section 1.1. Formation. The Company has been organized as a Texas limited liability company
by the filing of a Certificate of Formation (the 'Certificate") under and pursuant to the Texas Business
Organizations Code and the delivery of a written acknowledgment of filing to the Company by the
Secretary of State of Texas.
Section 1.2. Name. The name of the Company is "HIGH COUNTRY COMMERCIAL, LLC" (the
"Company'). All Company business must be conducted in that name or such other names that comply
with applicable law as the Managing Member(s)may select from time to time.
Section 1.3. Purs:ose. The purposes of the Company are those set forth in the Certificate.
Section 1.4. Registered Office and Registered Agent: Principal Place of Business.
(a) The registered office of the Company required by the Code, as defined hereinafter, to be
maintained in the State of Texas shall be the initial registered office named in the Certificate or such
other office (which need not be a place of business of the Company) as the Managing Member(s) may
designate from time to time in the manner provided by law. The registered agent of the Company in the
State of Texas shall be the initial registered agent named in the Certificate or such other Person or
Persons as the Managing Member(s)may designate from time to time.
(b) The principal place of business of the Company shall be the above-referenced registered
office and the Company shall maintain records there as required by Sections 3.151 and 101.501 of the
Code. The Company may have such other offices as the Managing Member(s)may designate from time
to time,subject to the written consent of a Majority in interest,as defined hereinafter.
a J
Sctin I.S. Foreign Qualifications. Prior to the Company conducting business in any
jurisdiction other than the State of Texas,the Managing Member(s)shall cause the Company to comply,
to the extent procedures are available and those matters are reasonably within the control of the
Managing Member(s), with all requirements necessary to qualify the Company as a foreign limited
liability company in such jurisdiction. At the request of the Managing Member(s), each Member shall
execute,acknowledge,swear to,and deliver all certificates and other instruments conforming with this
Company Agreement that are necessary or appropriate to qualify,continue,and terminate the Company
as a foreign limited liability company in all such jurisdictions in which the Company may conduct
business.
FIRST AMENDED COMPANY AGREEMENT OF HIGH CDUNW COMMERCIAL,LLC , J Page 2 of 29
Section 1.6. Term. The Company commenced on the date the Secretary of State of Texas filed a
Certificate of Formation for the Company and shall continue in existence for the period fixed in the
Certificate for the duration of the Company,or such earlier time as this Agreement may specify.
Section 1.7. Tale to Company Property. All property owned by the Company,whether real or
personal, tangible or intangible, shall be deemed to be owned by the Company, and no Member,
individually,shall have any ownership of such property. The Company shall hold all of its property in its
own name.
Section 1.8. No State-Law Partnership. The Members and Managing Member(s) expressly
disclaim any intent whatsoever(a)that the Company be a partnership (including, without limitation, a
limited partnership) or joint venture, and (b) that any Member or Managing Member be a partner or
joint venturer of any other Member or Managing Member,for any purpose other than federal and state
tax purposes, further, the Members expressly agree that the Agreement shall not be construed to
suggest otherwise.
Section 1.9. Other Offices. In addition to its registered office in Texas, the Company may
maintain other offices and places of business at such places,both within and outside the State of Texas,
as the Members may from time to time determine.
ARTICLE If
Definitions and References
Section 2.1. Definitions. When used in this Agreement, the following terms shall have the
respective meanings assigned to them in this Section 2.1 or in the Sections or other subdivisions
referred to below:
"Adjusted Capital Account" shall mean the capital account maintained for each member as
provided in Section 4.3. (a)increased by(i)the amount of any unpaid Capital Contributions agreed to be
contributed by such Member under Article IV, if any, (ii) an amount equal to such Member's allocable
share of Minimum Gain as computed on the last day of such fiscal year in accordance with the applicable
Treasury Regulations, and (Ili) the amount of Company liabilities allocable to such Member under
Section 752 of the INTERNAL REVENUE CODE, or other applicable Section, with respect to which such
Member bears the economic risk of loss to the extent such liabilities do not constitute Member
Nonrecourse Debt, and (b) reduced by the adjustments provided for in Treasury Regulation §1.704-
1(b)(2)(ii)(d)(4)-(6),or other applicable Treasury Regulation.
"Affiliate" shall mean, when used with respect to a Person, any Person directly or indirectly
controlling,controlled by or under common control with such Person.
"Agreement"shall mean this Company Agreement,as hereafter amended.
"Capital Contribution" shall mean, for any Member at the particular time in question, the
aggregate of the dollar amounts of any cash contributed to the capital of the Company and the fair
market value of any property contributed to the capital of the Company,or,if the context in which such
term is used so indicates,the dollar amounts of cash and the fair market value of any property agreed to
be contributed,or requested to be contributed,by such Member to the capital of the Company.
Faw AMENM CaMPAw AGREEMENT of HIGH COUNTRY COMMERaAL,LLC Page 3 of 29
"Certificate"shall have the meaning assigned to such term in Section 1.1.
"Code" shall mean the Texas BusiNess ORGANIZATIONS CODE,as amended from time to time, and
any successor statute or statutes.
"Company"means HIGH COUNTRY CommmaAL,LLC,a Texas limited liability company.
"internal Revenue Code" or"IRC' shall mean the INTERNAL REVENUE CODE OF 1986, as amended
from time to time,and any successor statute or statutes.
"Majority In Interest"shall mean any Members)whose aggregate Percentage Interests exceed
fifty percent(50%).
"Managing Membeshr shall mean any Person named in the Certificate as an initial Managing
Member of the Company and any Person hereafter elected as a Managing Member of the Company as
provided in this Agreement,but does not include any Person who has ceased to be a Managing Member
of the Company.
"Membershr shall mean any Persons executing this Agreement as of the date of this Agreement
as a member or hereafter admitted to the Company as a member as provided in this Agreement.
"Member Nonrecourse Debt" shall mean any nonrecourse debt of the Company (or portions
thereof)for which any Member bears the economic risk of loss.
"Member Nonrecourse Deductions"shall mean the amount of deductions,losses and expenses
equal to the net increase during the year in Minimum Gain attributable to a Member Nonrecourse Debt,
reduced (but not below zero) by proceeds of such Member Nonrecourse Debt distributed during the
year to the Members who bear the economic risk of loss for such debt, as determined in accordance
with applicable Treasury Regulations.
"Membership interest"shall mean the interest of a Member in the Company,including,without
limitation, rights to receive distributions (liquidating or otherwise), to be allocated income,gain, loss,
deduction,credit or similar items,to receive information,and to grant consents or approvals.
"Minimum Gain"shall mean(a)with respect to Company Nonrecourse Liabilities,the amount of
gain that would be realized by the Company if it disposed of(in a taxable transaction)all properties that
are subject to Company Nonrecourse Liabilities in full satisfaction of such liabilities, computed in
accordance with applicable Treasury Regulations, or (b) with respect to each Member Nonrecourse
Debt, the amount of gain that would be realized by the Company if it disposed of (in a taxable
transaction) the property that is subject to such Member Nonrecourse Debt in full satisfaction of such
debt,computed in accordance with applicable Treasury Regulations.
"Percentage interest" shall mean, when used with reference to a Member, the Percentage
Interest set forth opposite such Member's name in Exhibit A attached hereto.
"Person"shall include an individual,corporation,business trust,estate,trust,custodian,trustee,
executor, administrator, nominee, partnership, registered limited liability partnership, limited
partnership, association, limited liability company, government, governmental subdivision,
FIRST AMENDED COMPANY AGREEMENT OF HIGH COUNTRY COMMERCIAL,LLC Page 4 of 29
governmental agency, governmental instrumentality, and any other legal or commercial entity, in its
own or representative capacity.Any of the foregoing entities may be formed under the laws of this state
or any other jurisdiction.
"Proceedings"shall have the meaning assigned to it in Section 7.1.
"RegulatoryAlloaations"shall have the meaning assigned to it in Section 5.1(e).
"Unit"shall mean a measure of percentage of ownership interest a Member has in the Company.
For purposes of this agreement,ten(10)units equal one percent(1%)ownership interest in the Company.
Section 2.2 References and Titles. All references in this Agreement to articles, sections,
subsections and other subdivisions refer to corresponding articles, sections, subsections and other
subdivisions of this Agreement, unless expressly provided otherwise. Titles appearing at the beginning
of any of such subdivisions are for convenience only and shall not constitute part of such subdivisions
and shall be disregarded in construing the language contained in such subdivisions. The words "this
Agreement","this instrument","herein", "hereof',"hereby", "hereunder", and words of similar import
refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited.
Words in the singular from shall be construed to include the plural and vice versa, unless the context
otherwise requires.
ARTICLE III
Members
Section 3.1. Initial Members. The names of the initial Members of the Company are set forth in
Exhibit A attached hereto.
Section 3.2. Additional Members. Additional Persons may be admitted to the Company as
Members and Membership Interests may be created and issued to those Persons and to existing
Members, provided that all of the existing Members give their prior written approval to such admission
and the terms and conditions thereof.
Section 3.3. Liability to Third Parties. No Member or Managing Member shall be liable for the
debts,obligations or liabilities of the Company,including under a judgment decree or order of a court.
Section 3.4. Withdrawal. No Member shall have the right to withdraw from the Company as a
Member.
Section 3S. Lack of Authority. No Member (other than a Member serving as the Managing
Member or a Member designated by the Managing Member as an officer or agent of the Company)has
the authority or power to act for or on behalf of the Company,to do any act that would be binding on
the Company,or to incur any expenditures on behalf of the Company.
Section 3.6 Meeting& Should the Members determine,at any time,that it would be in
the best interest of the Company to hold annual and/or special meetings of its Members,the following
provisions shall apply:
FIRST AMENDED COMPANY AGREEMENT of HIGH COUNTRY COMMERciAL,LLC Page S of 29
(a) Place of Meeting
All meetings of the Members,both regular and special,shall be held either at the registered office
of the corporation in Texas or at such other places,either within or without the state,as shall be designated
in the notice of the meeting or a waiver thereof.
(b) Annual Meeting
Any annual meeting of the Members shall be held on the date and at the hour specified in the
notice of meeting(if not a legal holiday and,if a legal holiday,then on the next business day following). in
such meeting, the Members shall elect Managing Member(s) and determine other matters necessary for
the transaction of all other business. In lieu of holding an annual meeting,the Members may resolve any
legal matters by unanimous written consent. In such case, the Members shall draft and execute a
document detailing the actions they wish to take on behalf of the LLC and execute the same. This
document then becomes a substitute for holding the meeting and shall be stored with the minutes of
the Company.
If the election of Managing Member(s) is not held in the month above designated for the annual
meeting,the Managing Member(s)shall cause the election to be held as soon thereafter as conveniently
may be at a special meeting of the Members called for the purpose of holding such election.
The annual meeting of the Members may be held for any other purpose in addition to the election
of Managing Member(s)which may be specified in a notice of such meeting. The meeting may be called by
resolution of the Managing Member(s)or by a writing filed with the Secretary signed either by a majority of
the Managing Member(s)or by the Members owning a Majority In Interest in the Company and entitled to
vote at any such meeting.
(c) Notice of the Members'Meeting
A written or printed notice stating the place,day and hour of the meeting,and in case of a special
meeting,the purpose or purposes for which the meeting is called,shall be delivered not less than ten(10)
nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the
direction of the President,Secretary,the officer or person calling the meeting,to each Member or person
calling the meeting, to each Member entitled to vote at such meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail addressed to the Member at his address
as it appears in Exhibit A, attached hereto, or the Company's Transfer Ledger, unless the Member has
notified the Company pursuant to the terms contained herein of a change of address,with postage thereon
prepaid.
Business transacted at any special meeting shall be confined to the purposes stated in the notice
thereof. In lieu of holding a special meeting,the Members may resolve any legal matters by unanimous
written consent. In such case, the Members shall draft and execute a document detailing the actions
they wish to take on behalf of the LLC and execute the same.This document then becomes a substitute
for holding the meeting and shall be stored with the minutes of the Company.
(d) Voting of Units
FIRST AMENDED COMPANY AGREEMENT OF HIGH COUNTRY COMMERCIAL,LLC Page 6 of 29
4 I !41A I �i
Each Unit shall be entitled to one(1)vote on each matter submitted to a vote at a meeting of the
Members, except to the extent that the voting rights of a Unit limited or denied by the Certificate of
Formation or by law.
A Member may vote either in person or by proxy executed in writing by the Member or by his duly
authorized attorney-in-fact. No proxy shall be valid after eleven(11)months from the date of its execution.
Each proxy shall be revocable unless expressly provided therein to be irrevocable, and in no event shall it
remain irrevocable for a period of more than eleven(11)months.
At each election for Managing Member(s) every Member entitled to vote at such election shall
have the right to vote, in person or by proxy,the Percentage Interest owned by him for each Managing
Member to be elected and for whose election he has a right to vote.
(e) Closing Transfer Books and Fixing Record Dote
For the purpose of determining the Members entitled to notice of or to vote at any meeting of the
Members or any adjournment thereof,or entitled to receive payment of any dividend,or in order to make a
determination of the Members for any other proper purpose,the Managing Member(s) may provide that
the Unit transfer books shall be closed for a stated period not exceeding fifty(50)days. If the Unit transfer
books shall be closed for the purpose of determining the Members entitled to notice of or to vote at a
meeting of the Members,such books shall be closed for at least ten(10)days immediately preceding such
meeting. In lieu of closing the Unit transfer books, this Agreement, or in the absence of an applicable
provision, the Managing Member(s) may fix in advance a date as the record date for any such
determination of the Members,not later than fifty(50)days and,in case of a meeting of the Members,not
earlier than ten(10)days prior to the date on which the particular action, requiring such determination of
the Members is to be taken. If the Unit transfer books are not closed and no record date is fixed for the
determination of the Members entitled to notice of or to vote at a meeting is mailed or the date on which
the resolution of the Managing Member(s)declaring such dividend is adopted,as the case may be,shall be
the record date for such determination of the Members. When a determination of the Members entitled to
vote at any meeting of the Members has been made as provided in this Section,such determination shall
apply to any adjournment thereof,except where the determination has been made through the closing of
the Unit transfer books and the stated period of closing has expired.
(f) Quorum of the Members
Unless otherwise provided in the Certificate of Formation, the holders of a majority of the
Percentage Interest entitled to vote, represented in person or by proxy, shall constitute a quorum at a
meeting of the Members,but in no event shall a quorum consist of the holders of less than a total of thirty-
three percent(33%) of the Percentage Interest of the Company entitled to vote and thus represented at
such meeting. The vote of the holders of a majority of the Units entitled to vote and thus represented at a
meeting at which a quorum is present shall be the act of the Members'meeting,unless the vote of a greater
number is required by law,the Certificate of Formation or this Agreement.
(g) Voting Lists
The officer or agent having charge of the Unit transfer books for the Units of the Company shall
make,at least ten(10)days before each meeting of the Members,a complete list of the Members entitled
to vote at such meeting or any adjournment thereof, arranged in alphabetical order,with the address of
FRET AMEww CoMPANy AGREEMENT OF HIGH couwRy COMMERCIAL,LLC Page 7 of 29
61
and the number of Units held by each,which list,for a period often(10)days prior to such meeting,shall be
kept on file at the registered office of the Company and shall be subject to inspection by any Member at any
time during usual business hours. Such list shall also be produced and kept open at the time and place of
the meeting and shall be subject to the inspection of any Member during the whole time of the meeting.
The original Unit transfer books shall be prima-facie evidence as to who are the Members entitled to
examine such list or transfer books or to vote at any meeting of the Members.
Section 3.7. Outside Activhks. Notwithstanding any provision herein to the contrary, each
Member of the Company hereby acknowledges and agrees that such Member shall not engage in nor
possess interests in business ventures of any form or nature in competition with the Company.
ARTICLE IV
Capitalization
Section 4.1. Capital Contributions. Contemporaneously with the execution by such Member of
this Agreement, each Member shall make the Capital Contribution set forth opposite such Member's
name in Exhibit A, attached hereto. Notwithstanding anything to the contrary herein, the Capital
Contribution set forth opposite each Member's name in Exhibit A shall be the maximum contribution to
the Company that such Member shall be required to make.
Section 4.2. Interest on and Return of Capital Contributions. No interest shall be paid by the
Company in respect of any Member's Capital Contribution or capital account. Except as otherwise
provided herein or in the Code,no Member shall have the right to withdraw or to receive a return of its
Capital Contribution.
Section 4.3. Caaltal Accounts. A capital account shall be established and maintained for each
Member. Each Member's capital account(a)shall be increased by(i)the amount of money contributed
by that Member to the Company, (0)the fair market value of property contributed by that Member to
the Company(net of liabilities secured by the contributed property that the Company is considered to
assume or take subject to under Section 752 of the Internal Revenue Code),and(Ili)the amount of any
item of taxable income or gain and the amount of any item of income and gain exempt from tax
allocated to such Member for federal income tax purposes,and(b)shall be decreased by(i)the amount
of money distributed to that Member of the Company,(ii)the fair market value of property distributed
to that Member by the Company(net of liabilities secured-by-thezlistributed-property that the Member
is considered to assume or take subject to under Section 752 of the INTERNAL REVENUE CODE), (iii)
allocations to that Member of expenditures of the Company described in Section 705(a)(2)(B)of the IRC,
and (iv)allocations to that Member of Company loss and deduction (or items thereof). The Members'
capital accounts also shall be maintained and adjusted as permitted by the provisions of Treasury
Regulations§§1.704-1(b)(2)(iv)and 1.704-1(b)(4),including adjustments to reflect the allocations to the
Members of depreciation, depletion, amortization and gain or loss as computed for book purposes
rather than the allocation of the corresponding items as computed for tax purposes, as required by
Treasury Regulations §1.704-1(b)(2)(iv)(g). Immediately prior to any distribution of property by the
Company that is not pursuant to a liquidation of the Company,the Members' capital accounts shall be
adjusted by assuming that the distributed property was sold by the Company for cash at fair market
value (as determined by the Managing Member) as of the date of distribution by the Company, and
crediting or debiting each Member's capital account with its receptive share of the hypothetical gains or
losses resulting from such assumed sales in the same manner as gains or losses on actual sales of such
properties would be credited or debited to such Member's capital account. On the transfer of all or part
FIRST AMENDED COMPANY AGREEMENT OF HIGH COUNTRY COMMERCIAL,LLC Page 8 of 29
of a Membership interest, the capital account of the transferor that is attributable to the transferred
Membership Interest or part thereof shall carry over to the transferee Member in accordance with the
provisions of Treasury Regulation§1.704-1(b)(2)(iv)(I).
ARTICLE V
Allocations and Distributions
Section 5.1. Allocations.
(a) Except as otherwise provided in this Section 5.1 or as may be required by Section 704(c)of
the IRC and Treasury Regulations§1.704-1(b)(2)(Iv)(I)(4), all items of income,gain, loss, deduction, and
credit of the Company shall be allocated among the Members in accordance with their respective
Percentage Interests.
(b) Notwithstanding any of the foregoing provisions of this Section 5.1.to the contrary:
(i) If during any fiscal year of the Company there is a net increase in
Minimum Gain attributable to a Member Nonrecourse Debt that gives rise to Member
Nonrecourse Deductions, each Member bearing the economic risk of loss for such
Member Nonrecourse Debt shall be allocated items of Company deductions and losses
for such year(consisting first of cost recovery or depreciation deductions with respect to
property that is subject to such Member Nonrecourse Debt and then,if necessary,a pro
rata portion of the Company's other items of deductions and losses,with any remainder
being treated as an increase in Minimum Gain attributable to Member Nonrecourse
Debt in the subsequent year) equal to such Member's share of Member Nonrecourse
Deductions,as determined in accordance with applicable Treasury Regulations.
(1i) If for any fiscal year of the Company there is a net decrease in Minimum
Gain attributable to Company Nonrecourse Liabilities, each Member shall be allocated
items of Company income and gain for such year (consisting first of gain recognized
from the disposition of Company property subject to one or more Company
Nonrecourse Liabilities and then,if necesArV,a pro rata portion of the Company's other
items of income and gain, and then, if necessary, for subsequent years) equal to such
Member's share of such net decrease (except to the extent such Member's share of
such net decrease is caused by a change in debt structure with such Member
commencing to bear the economic risk of loss as to all or part of any Company that the
Company uses to repay a Company Nonrecourse Liability),as determined in accordance
with applicable Treasury Regulations.
(III) If for any fiscal year of the Company there is a net decrease in Minimum
Gain attributable to a Member Nonrecourse Debt,each Member bearing the economic
risk of loss for such Member Nonrecourse Debt shall be allocated items of Company
Income and gain for such year(consisting first of gain recognized from the disposition of
Company property subject to Member Nonrecourse Debt, and then, if necessary,a pro
rata portion of the Company's other items of income and gain, and if necessary, for
subsequent years) equal to such Member's share of such net decrease (except to the
extent such Member's share of such net decrease is caused by a change in debt
structure or by the Company's use of capital contributed by such Member to repay the
FIRST AMENDED COMPANY AGREEMENT OF HIGH COUNTRY COMMERCIAL,LLC Page 9 of 29
Member's Nonrecourse Debt) as determined in accordance with applicable Treasury
Regulations.
(c) The net losses allocated pursuant to this Article V shall not exceed the maximum amount of
net losses that can be allocated to a Member without causing or increasing a deficit balance in the
Member's Adjusted Capital Account. All net losses in excess of the limitations set forth in this Section
11W shall be allocated to Members with positive Adjusted Capital Account balances remaining at such
time in proportion to such balances.
(d) In the event that a Member unexpectedly receives any adjustment, allocation or
distribution described in Treasury Regulation §1.704-1 (b)(2)(ii)(d)(4)-(6) that causes or increases a
deficit balance in such Member's Adjusted Capital Account,items of Company income and gain shall be
allocated to that Member in an amount and manner sufficient to eliminate the deficit balance as quickly
as possible.
(e) The allocations set forth in Subsections (b), (c) (last sentence), and (d) (collectively the
"Regulatory Allocations") are intended to comply with certain requirements of the Treasury
Regulations. It is the intent of the Members that,to the extent possible,all Regulatory Allocations that
are made be offset either with other Regulatory Allocations or with special allocations pursuant to this
Section 5.1(e). Therefore, notwithstanding any other provisions of this Article V (other than the
Regulatory Allocations), the Managing Member(s) shall make such offsetting special allocations in
whatever manner it determines appropriate so that, after such offsetting allocations are made, each
Member's Adjusted Capital Account balance is, to the extent possible, equal to the Adjusted Capital
Account balance such Member would have had if the Regulatory Allocations were not part of this
Agreement and all Company items were allocated pursuant to the remaining sections of this Article V.
(f) In accordance with Section 704(c) of the IRC and the Treasury Regulations thereunder,
income and deductions with respect to any property contributed to the Company shall,solely for federal
income tax purposes, be allocated among the Members in a manner to take into account any variation
between the adjusted tax basis of such property to the Company and its fair market value at the time of
contribution. In making such allocations, the Managing Member(s) shall use such method as they
determine to be reasonable and in accord with applicable Treasury Regulations.
(g) All items of income,gain, loss,deduction,and credit allocable to any Membership Interest
that may have been transferred shall be allocated between the transferor and the transferee based on
the portion of the calendar year during which each was recognized as owning that Membership Interest,
without regard to whether cash distributions were made to the transferor or the transferee during the
calendar year; provided, however, that this allocation must be made in accordance with a method
permissible under Section 706 of the IRC and the regulations thereunder.
Section 5.2. Distributions. At least quarterly (commencing with the first quarter after the
receipt by the Company of its first revenues), all cash funds of the Company (exclusive of Capital
Contribution or any borrowed funds) which the Managing Member(s) reasonably determine are not
needed for the payment of current costs, expenses and liabilities of the Company (including a
reasonably adequate reserve for working capital and contingencies)shall be distributed to the Members
in accordance with their respective Percentage Interest. Payment of all distributions made by the
Company to each Member shall be made in accordance with such written instructions to the Managing
FIRST AMENDED COMPANY AGREEMENT OF HIGH COUNTRY COMMERGAL,LLC Page 10 of 29
Member as may be provided by such Member from time to time. All distributions in liquidation of a
Member's Membership Interest shall be made in accordance with Section 11.2.
ARTICLE VI
Management
Section 6.1. Management by Members. The powers of the Company shall be exercised by or
under the authority of the Members, and the business and affairs of the Company shall be managed
under the direction of the Members, and (b)the Members may make all decisions and take all actions
for the Company not otherwise provided for in this Agreement, including, without limitation, the
following:
(i) to make and to enter into such agreements and contracts with such
parties and to give such receipts, releases and discharges with respect to any and all of
the foregoing and any matters incident thereto as the Managing Member(s) may deem
advisable or appropriate in the furtherance of the purposes of the Company;
(ii) to employ from time to time third parties to render services to the
Company, including but not limited, to, attorneys, independent certified public
accountants,consultants,brokers,agents-and advisors;
(iii) to procure and maintain in force such insurance as the Managing
Members) shall deem prudent to serve as protection against liability for loss and
damage which may be occasioned by the activities to be engaged in by the Company;
(iv) to control any matters affecting the rights and obligations of the
Company, including the conduct of any litigation or arbitration proceedings and the
incurring of legal expenses and the settlement of claims and litigation;
(v) to open, maintain and close bank accounts and custodial accounts and
to execute and deliver all checks, drafts, endorsements and other orders for the
payment of Company funds,
(vi) to appear and to represent the Company before any governmental
authority or regulatory agency and to make all necessary or appropriate filings before
such authority or agency;
(vii) to admit substituted Members in accordance with the terms of this
Agreement;
(viii) to cause the Company to incur indebtedness;
(ix) to take such other action, execute and deliver such other documents
and perform such other acts as may be deemed by the Managing Member(s) to be
necessary or advisable to carry out the business and affairs of the Company;
Section 6.2. Certain Restrictions on Members' Power and Authority. Notwithstanding any
other provisions of this Agreement to the contrary,the Managing Member(s)shall not have the power
R itsr Amimmm CompAw AertEE{wa w Hirm Comm Cam mcum,LLC Page 11 of 29
or authority to,and shall not,do,perform or authorize any of the following without having received the
prior written consent of a Majority In Interest:
(I) to bind or obligate the Company with respect to any matter outside the
scope of the Company's purposes;
(ii) to use the Company name, credit or property for other than Company
purposes;
(iii) to loan any Company funds to itself or any of its Affiliates,
(iv) to file a voluntary petition in bankruptcy or take any other
similar action;
(v) to merge or consolidate the Company with any other Person or agree to
an exchange of interests or any other transaction authorized by or subject to the
provisions of Chapter Ten of the Code;
(vi) to authorize any act that would make it impossible to carry on the
ordinary business of the Company;
Section 6.3. Manacinp,Member.
(a) The Company shall at all times have at least one (1) Managing Member and not more
than three(3), unless such number is changed by amendment to this Agreement. The initial Managing
Member of the Company shall be the Person named in the Certificate as the Managing Member
(hereinafter,referred to as the Manager"or"Managing Member").
(b) Each Managing Member (whether an initial or a successor Managing Member) shall
cease to be a Managing Member upon the earliest to occur of the following events: (1)such Managing
Member shall resign as a Managing Member, by giving notice of such resignation to the Members; (ii)
such Managing Member, if a natural person, shall die, or become permanently disabled (whether
physical or mental),or become bankrupt or insolvent; or(iii)such Managing Member, if an entity,shall
(A) dissolve(unless its business is continued without the commencement of liquidation or winding-up)
or(B)become bankrupt or insolvent.
(c) Any vacancy in the Managing Member position shall be filled by a Person elected by a
Majority in Interest.
Section 6.4. Disputes of Members.Except as otherwise provided herein, disputes among
Members will be decided by the Majority in Interest.
Section 6S. Services. During the existence of the Company, the Managing Member(s) shall
devote such time and effort to the business of the Company as may be reasonably necessary to promote
adequately the interests of the Company and the mutual interests of the Members; however, it is
specifically understood and agreed that the Managing Member(s) shall not be required to devote full
time to Company business.
FIRST AMENDED COMPANY AGREEMENT of Hmm CouNTRY CoMMERaa,LLC Page 12 of 29
Section 6.8. Standard of Care. in the performance of its duties under this Agreement, the
Members shall use their reasonable best efforts to conduct the business of the Company in a good and
businesslike manner. Notwithstanding any provision of this Agreement to the contrary, however, the
Members shall not be held liable or responsible to the Company or the Members for any losses
sustained or liabilities incurred,in connection with,or attributable to,errors in judgment,negligence,or
other fault of the Member,except that which is caused by the Managing Member(s)'gross negligence or
willful misconduct.
Section 6.6. Costs, Expenses and Reimbursements. All direct,third-party out-of-pocket costs
and expenses reasonably incurred by the Members in organizing the Company and in managing and
conducting the business and affairs of the Company, including without limitation expenses incurred in
providing or obtaining accounting, legal and other professional, technical, administrative and other
services and advice as the Members may deem necessary or desirable shall be paid or reimbursed by the
Company as a Company expense. The Member shall also be entitled to receive from the Company
reimbursement for the general and administrative costs actually incurred by it in managing and
conducting the business and affairs of the Company in such amounts as shall be determined by the
Managing Member(s)in good faith using a reasonable method of allocation consistently applied.
Section 6.7. Transaction With Members and Affiliates.
(a) The Company may enter into contracts and agreements with Members and their
Affiliates for the rendering of services and the sale and lease of supplies and equipment, provided that
the amount of the compensation, price or rental that can be charged to the Company therefore must be
no less favorable to the Company than those available from unrelated third-parties in the area engaged
in the business of rendering comparable services or selling or leasing comparable equipment and
supplies which could reasonably be made available to the Company.
(b) From the date hereof, neither the Members nor any Affiliate thereof shall sell,transfer
or convey any properties or other assets to, or purchase any properties or other assets from the
Company,directly or indirectly,except with the written approval of all of the Members.
Section 6.8. Officers. The Members shall have the right to designate one (1) or more
individuals as officers of the Company,who shall have such titles and exercise and perform such powers
and duties as shall be assigned to them from time to time by the Members. Officers need not be
Members, Managing Member(s)or residents of the State of Texas. Any officer may be removed by the
Members at any time,with or without cause. The term of an officer's services,as well as the salary and
other compensation,if any,to be paid an officer shall be determined by the Members.
Section 6.9. Meetings of the Members. Should the Members determine, at any time, that It
would be in the best interest of the Company to hold meetings of the Members,the following provisions
shall apply:
(a) Annual Meeting of Members
Within thirty(30)days after each annual meeting of Members,the Members shall hold an annual
meeting at which they shall elect officers and transact such other business as shall come before the
meeting.
FIRST AMENDED COMPANY AGREEMENT of HIGH COUNTRY COMMERCIAL,LLC Page 13 Of 29
t'..
(b) Regular Meetings of Members
A regular meeting of the Members may be held at such time as shall be determined from time to
time by resolution of the Members.
(c) Special Meetings of Mangers
The Secretary shall call a special meeting of the Mangers whenever requested to do so by the
President or by the Managing Member. Such special meeting shall be held at the time specified in the
notice of meeting.
(d) Place of Managing Member(s)'Meetings
All meetings of the Members(annual,regular or special)shall be held either at the principal office
of the corporation or at such other place,either within or without the State of Texas,as shall be specified in
the notice of meeting.
(e) Notice of Managing Member(s)'Meetings
All meetings of the Members(annual, regular or special) shall be held upon five(5)days' written
notice stating the date,place and hour of meeting delivered to each Member either personally or by mail or
at the direction of the President or the Secretary or the officer or person calling the meeting.
In any case where all of the Members execute a waiver of notice of the time and place of meeting,
no notice thereof shall be required,and any such meeting(whether annual,regular or special)shall be held
at the time and the place (either within or without the State of Texas) specified in the waiver of notice.
Attendance of a Member at any meeting shall constitute a waiver of notice of such meeting,except where
the Member attends a meeting for the express purpose of objecting to the transaction of any business on
the ground that the meeting is not lawfully called or convened.
Neither the business to be transacted at,nor the purpose of any annual,regular or special meeting
of the Members need be specified in the notice of waiver of notice of such meeting.
(0 Quorum of Managing Member(s)
A majority of the Members shall constitute a quorum for the transaction of business. The act of the
majority of the Members present at a meeting at which a quorum is present shall be the act of the
Members unless a greater number is required by the Certificate of Formation or elsewhere in this
Agreement.
(g) Compensation
Members, as such, shall not receive any stated salary for their services, but shall receive such
compensation for their services as may be from time to time agreed upon by a Majority in Interest. In
addition,a fixed sum and expenses of attendance,if any,may be allowed for attendance at each regular or
special meeting of the Managing Member(s), provided that nothing contained in this Agreement shall be
construed to preclude any Managing Member from serving the Company in any other capacity and
receiving for such service.
FIRST AMENDED COMPANY AGREEMENT OF HIGH COUNTRY COMMERCIAL,LLC Page 14 of 29
ARTICLE Vll
Indemnification
Section 7.1. Right to Indemnification. Subject to the limitations and conditions as provided in
this Article VII, each Person who was or is made a party or is threatened to be made a party to or is
involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative, arbitrative or investigative (hereafter a "Proceeding"), or any appeal in such a
Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact
that he or she, or a Person of whom he or she is legal representative, is or was a Member of the
Company or while a Member of the Company Iis or was serving at the request of the Company as a
Member,director,officer,partner,venturer,proprietor,trustee,employee,agent,or similar functionary
of another foreign or domestic limited liability company, corporation, partnership, joint venture, sole
proprietorship,trust,employee benefit plan or other enterprise shall be indemnified by the Company to
the fullest extent permitted by the Code, as the same exists or may hereafter be amended (but, in the
case of any such amendment,only to the extent that such amendment permits the Company to provide
broader indemnification rights than said law permitted the Company to provide prior to such
amendment) against judgments, penalties (including excise and similar taxes and punitive damages),
fines, settlements and reasonable expenses (including, without limitation, attorneys' fees) actually
incurred by such Person in connection with such Proceeding, and indemnification under this Article VII
shall continue as to a Person who has ceased to serve in the capacity which initially entitled such Person
to indemnity hereunder.The rights granted pursuant to this Article Vil shall be deemed contract rights,
and no amendment, modification or repeal of this Article VII shall have the effect of limiting or denying
any such rights with respect to actions taken or Proceedings arising prior to any such amendment,
modification or repeal. IT IS EXPRESSLY ACKNOWLEDGED THAT THE INDEMNIFICATION PROVIDED IN
THIS ARTICLE VII COULD INVOLVE INDEMNIFICATION FOR NEGLIGENCE OR UNDER THEORIES OF STRICT
LIABILITY.
Section 7.2. Advance Payment. The right to indemnification conferred in this Article VII shall
include the right to be paid or reimbursed by the Company the reasonable expenses incurred by a
Person of the type entitled to be indemnified under Section 7.1 who was in or is threatened to be made
a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding
and without any determination as to the Person's ultimate entitlement to indemnification; provided,
however, that the payment of such expenses incurred by any such Person in advance of the final
disposition of a Proceeding shall be made only upon delivery to the Company of a written undertaking,
by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined
that such indemnified Person is not entitled to be indemnified under this Article VII or otherwise.
Section 7.3. Indemnification of Officers,Employees and Agents. The Company,by adoption of
a resolution of a Majority In Interest, may indemnify and advance expenses to an officer, employee or
agent of the Company to the same extent and subject to the same conditions under which it may
indemnify and advance expenses to a Managing Member or Member under this Article VII; and, the
Company may indemnify and advance expense to Persons who are not or were not Managing
Member(s) or Members, officers, employees or agents of the Company but who are or were serving at
the request of the Company as a Managing Member, director, officer, partner, venturer, proprietor,
trustee,employee,agent or similar functionary of another foreign or domestic limited liability company,
corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other
enterprise against any liability asserted against him and incurred by him in such a capacity or arising out
FRST AMENDED COMPANY AGREEMENT or HIGH COUNTRY COMMERaAL,UC Page is of 29
of his status as such a Person to the same extent that it may indemnify and advance expenses to a
Managing Member under this Article VII.
Section 7.4. Appearance as a Witness. Notwithstanding any other provision of this Article VII,
the Company may pay or reimburse expenses incurred by a Managing Member in connection with his
appearance as a witness or other participation in a Proceeding at a time when he is not a named
defendant or respondent in the Proceeding.
Section 7.5. Nonexclusivity of Rights. The right to indemnification and the advancement and
payment of expenses conferred in this Article VII shall not be exclusive of any other right which a
Managing Member or other Person indemnified pursuant to Section 7.3 may have or hereafter acquire
under any law(common or statutory),provision of the Code or this Agreement,other agreement,vote
of Members or otherwise.
Section 7.6. Insurance. The Company may purchase and maintain insurance,at its expense,to
protect itself and any Person who is or was serving as a Managing Member,officer,employee or agent
of the Company or is or was serving at the request of the Company as a Managing Member, director,
officer, partner,venturer,proprietor,trustee,employee,agent or similar functionary of another foreign
or domestic limited liability company,corporation,partnership,joint venture,sole proprietorship,trust,
employee benefit plan or other enterprise against any expense, liability or loss, whether or not the
Company would have the power to indemnify such Person against such expense, liability or loss under
this Article VII.
Section 7.7. Member Notification. To the extent required by law, any indemnification of or
advance of expenses to a Managing Member in accordance with this Article VII shall be reported in
writing to the Members as soon as reasonably practicable and in any case,within the twelve(12)month
period immediately following the date of the indemnification or advance.
Section 7.8. Savings Clause. If this Article VII, or any portion hereof shall be invalidated on any
ground by any court of competent jurisdiction,then the Company shall nevertheless indemnify and hold
harmless each Managing Member or any other Person indemnified pursuant to this Article VII as to
costs, charges and expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or
investigative to the full extent permitted by any applicable portion of this Article VII that shall not have
been invalidated and to the fullest extent permitted by applicable law.
ARTICLE Vill
nwk and Recordsi Fisca!and Related!flatters
Section 8.1. Books and Records. The Managing Member(s) shall keep or have kept full and
accurate books of account with respect to the operations of the Company and shall maintain such books
of account at a place designated by the Managing Member(s)or at the principal place of business of the
Company. Such books of account shall be kept in accordance with the terms of this Agreement.
Section 8.2. Fiscal Year. The fiscal year of the Company shall be the calendar year and the
Managing Member(s)shall keep the books of account of the Company on such basis.
FIRST AmEwDED COMPAwY AGREEMENT of HIGH CouNTRV COMmERaAL,LLC Page 16 of 29
Section 8.3. Reports. The Managing Member(s) shall deliver to the Members the following
reports and other types of information at the times indicated below:
(a) within ten(10)days after filing the Company's federal income tax return,a report containing
such information as may be needed to enable each Member to prepare and file his federal income tax
return and any required state income tax return;and
(b) such other reports and financial statements as the Managing Member(s) shall determine
from time to time or which any Member may request, provided they can be furnished without undue
effort or expense.
The cost of such reporting shall be paid by the Company as a Company expense.
Section 8.4. Bank Accounts. The Managing Member(s) shall cause one (1) or more bank
accounts to be maintained in the name of the Company in such bank or banks as may be determined by
the Managing Member(s), which accounts shall be used for the payment of expenditures incurred by
receipts shall be and remain the property of the Company,shall be received,held and disbursed by the
Managing Member(s) for the purposes specified in this Agreement and shall not be commingled with
the funds of any other person.
Section&S. Information.
(a) In addition to the other rights specifically set forth In this Agreement, each Member is
entitled to all information to which that Member is entitled to have access pursuant to Sections 3.151
and 101.501 of the Code under the circumstances and subject to the conditions therein stated. The
Members agree, however, that the Managing Member(s) from time to time may determine, due to
contractual obligations, business concerns, or other considerations, that certain information regarding
the business,affairs,properties,and financial condition of the Company should be kept confidential and
not provided to some or all other Members,and that it is not just or reasonable for those Members or
assignees or representatives thereof to examine or copy that information.
(b) The Members acknowledge that, from time to time, they may receive information from or
regarding the Company in the nature of trade secrets or that otherwise is confidential, the release of
which may be damaging to the Company or Persons with which it does business. Each Member shall
hold in strict confidence any information it receives regarding the Company that is identified as being
confidential(and if that information is provided in writing,that is so marked) and may not disclose it to
any Person other than another Member or the Managing Member(s), except for disclosures (i)
compelled by law(but the Member must notify the Managing Member promptly of any request for that
information, before disclosing it if practicable),or(ii)of information that the Member also has received
from a source independent of the Company,°T at the Member reasonably believes obtained that
information without breach of any obligation of confidentiality. The Members acknowledge that breach
of the provisions of this Section 8.5 may cause irreparable injury to the Company for which monetary
damages are inadequate,difficult to compute,or both.
FIRSTAmmom COMPANY AGREEMENT OF HIGH COUNTRY COMMERCIAL,U.0 Page 17 of 29
ARTICLO)IX
Tax M 6rs
Section 9.1. Tax Status. The Managing Member(s)shall select the tax status of the Company as
they shall deem appropriate.
Section 9.2. Tax Elections. The Managing Member(s)shall make such tax elections on behalf of
the Company as they shall deem appropriate.
Section 9.3. Returns. The Managing Member(s),at the expense of the Company,shall cause to
be prepared and shall timely file all tax returns and statements which must be filed on the behalf of the
Company with any taxing authority.
Section 9.4. Tax Matters Partner. Garrett Martin shall be designated the tax matters partner
(the "TMP") as defined in Section 6231(a)(7) of the Internal Revenue Code with respect to operations
conducted by the Company pursuant to this Agreement. The TMP is authorized to execute and file all
statements and forms on behalf of the Company pursuant to this Agreement. The TMP is authorized to
execute and file all statements and forms on behalf of the Company which may be required by
regulations issued by the Internal Revenue Service to indicate such designation. If the TMP is notified by
the Internal Revenue Service of its intent to audit a federal income tax return of the Company,the TMP
shall promptly notify all Members and shall keep all Members informed of the progress of the
examination. In the event of an audit of the Company's income tax returns by the Internal Revenue
Service, the TMP may, at the expense of the Company, retain accountants and other professionals to
participate in the audit. The TMP shall promptly communicate the results of any final partnership
settlement options when presented by the Internal Revenue Service. It is specifically understood and
agreed that the TMP shall be permitted to delegate its duties and responsibilities under this Section 9.4
to such other persons or agents as the TMP in good faith shall determine, provided the delegation of
such duties and responsibilities is permitted under applicable Treasury Regulations.
ARTICLE X
Death of a Member
Section 10.1.Since Garrett Martin and Elizabeth Tylartin are husband wife,the Members choose to
have very specific instructions in the event of their death,depending upon whether both the husband and
wife are deceased or only a singular spouse is deceased. in the event two Members are married and each
die,then their Membership Interest will go to their estate to be inherited by their decedents according to
their Last Will and Testament or other governing law. In the event of a death of one of any married
members, but the Member Spouse remains living, then the Membership Interest will be redeemed and
transferred back to the surviving spouse according to the following restrictions and the Managing
Member(s) shall take action to effectuate the complete redemption of the deceased Member's
Membership Interest:
(a) The outside accounting firm that prepared the most recent(certified or uncertified) financial
statement or tax return for the Company shall calculate the Company's Book Value for the regular
accounting period ending immediately before the death of the Member.
(b) As soon as practical following the death 44, Member,all life insurance(if any) owned by the
Company on the Member's life shall be collected and deposited in a separate interest bearing
FIRST AMENOEo COMPANY AGREEMENT OF HIGH COUNTRY COMMERCIAL,LLC Page 18 of 29
escrow account pending valuation of the deceased Member's Membership Interest and
disbursement of the funds to the Member's heirs or designees.
(c) Using the Book Value as determined by the Company's accountants, the Membership Interest
owned by the deceased Member shall be redeemed by the Company for the following price and on
the following terms:
(i) Redemption Price — The Book Value of the Membership Interest of the
deceased Member shall be multiplied by one and one quarter(1%)and that figure
shall be called the"Redemption Price".
(ii) Terms - All life insurance proceeds, if any, up to the Redemption Price
determined pursuant to Paragraph(c)(i)above, paid to the Company shall be used
to redeem all of the Membership Interest by the deceased Member. If the total
life insurance proceeds do not equal or are less than the Redemption Price for the
Membership Interest of the deceased Member,the difference remaining shall be
paid to the estate of the deceased Member in four(4)equal,annual installments,
said payments to be made on the anniversary of the deceased Member's death
and all unpaid sums shall bear interest at ten percent (10%) per annum: If the
insurance proceeds exceed the Redemption Price, the Company shall retain all
insurance proceeds which exceed the Redemption Price. If no life insurance
proceeds exist,the Company shall pay the estate of the deceased Member,in five
(5)equal installments,the first installment being due sixty(60)days after the death
of the Member and the remaining four (4) annual installments to be on the
anniversary of the deceased Member's death and all unpaid sums shall bear
interest at ten percent(10%)per annum. The Membership Interest owned by the
deceased Member shall be endorsed and delivered to the Managing Member(s)
upon delivery of the first payment for the Membership Interest;any encumbrance
on the Membership Interest must be removed before delivery. Any interest
purchased by the Company under this Article shall be held by the Company.
Section 10.2.In the event of a death of any Member who is not married to another Member,then
the deceased Member's Membership Interest will be redeemed and transferred back to the Company
according to the following restrictions and the Managing Member(s) shall take action to effectuate the
complete redemption of the deceased Member's Membership Interest:
(a) The outside accounting firm that prepared the most recent (certified or uncertified)financial
statement or tax return for the Company shall calculate the Company's Book Value for the regular
accounting period ending immediately before the death of the Member.
(b) As soon as practical following the death of a Member, all life insurance (if any)owned by the
Company on the Member's life shall be collected and deposited in a separate interest bearing
escrow account pending valuation of the deceased Member's Membership Interest and
disbursement of the funds to the Member's heirs or designees.
(c) Using the Book Value as determined by the Company's accountants,the Membership Interest
owned by the deceased Member shall be redeemed by the Company for the following price and on
the following terms:
FIRSTAMp'm COMPANYAGREEMENTOF HIGH CouNTRY COMMERCIAL,LLC Page 19 of 29
IT
(1) Redemption Price—The Book Value of the Membership Interest of the deceased
Member shall be multiplied by one and one quarter (1%) and that figure shall be
called the"Redemption Price".
(ii) Terms-All life insurance proceeds,If any,up to the Redemption Price determined
pursuant to Paragraph(c)(i)above,paid to the Company shall be used to redeem all of
the Membership Interest by the deceased Member. If the total life insurance
proceeds do not equal or are less than the Redemption Price for the Membership
Interest of the deceased Member,the difference remaining shall be paid to the estate
of the deceased Member in four(4)equal,annual installments,said payments to be
made on the anniversary of the deceased Member's death and all unpaid sums shall
bear interest at ten percent(10%)per annum. If the insurance proceeds exceed the
Redemption Price,the Company shall retain all insurance proceeds which exceed the
Redemption Price. If no life insurance proceeds exist, the Company shall pay the
estate of the deceased Member, in five (5) equal installments, the first installment
being due sixty(60) days after the death of the Member and the remaining four(4)
annual installments to be on the anniversary of the deceased Member's death and all
unpaid sums shall bear interest at ten percent(10%) per annum. The Membership
Interest owned by the deceased Member shall be endorsed and delivered to the
Managing Member(s)upon delivery of the first payment for the Membership Interest;
any encumbrance on the Membership Interest must be removed before delivery. Any
interest purchased by the Company under this Article shall be held by the Company.
ARTICLE XI
Divorce of a Member
Section 11.1. In the event of a divorce between Garrett Martin and Elizabeth Martin, then
notwithstanding anything herein to the contrary,the final property settlement incident to divorce shall
provide that Mrs.Martin,transfer,sell,and assign all of her right,title,and interest,to her Membership
Interest,back to the Company.The following provisions and restrictions shall apply in such circumstance
and the Member(s) shall take the following steps to effectuate the complete redemption of Mrs.
Martin's Membership Interest:
(a) The outside accounting firm that prepared the most recent (certified or
uncertified) financial statement or tax return for the Company shall calculate the
Company's Book Value for the regular accounting period ending immediately before the
filing of a petition for divorce.
(b) Using the Book Value as determined by the Company's accountants, the
Membership Interest owned by Mrs. Martin shall be redeemed by the Company for the
following price and on the following terms:
(i) Redemption Price — The Book Value of the Membership Interest of Mrs.
Martin shall be multiplied by one and one quarter (1%) and that figure shall be called
the"Redemption Price".
(ii)Terms—Any final property settled incident to the divorce shall provide that
the Redemption Price shall be paid to Mrs.Martin in five(5)equal installments,the first
installment being due sixty (60) days after the entry of a divorce decree and the
FIRST AMENDIED COMPANY AGReE AW of HIGH COUNTRY COMMERCIAL,LLC Page 20 Of 29
remaining four (4) annual installments to be on the anniversary of the entry of the
divorce decree and all unpaid sums shall bear interest at five percent(5%) per annum.
The Membership Interest owned by Mrs. Martin shall be endorsed and delivered to the
Managing Member before or simultaneously upon the entry of any final Divorce Decree;
any encumbrance on the Membership Interest must be removed before delivery. Any
interest purchased by the Company under this Article shall be held by the Company.
If in the future, any Member is married to another spouse who is not a member, then
notwithstanding any provision herein, the spouse of the Member who is involved in a divorce
proceeding shall,as part of any final property settlement incident to divorce,sell,transfer,and assign all
of their right,title,and interest,if any,in and to any Membership Interest back to the Company.
The following provisions and restrictions shall apply in such circumstance and the Member(s)
shall take the following steps to effectuate the complete redemption of Mrs. Martin's Membership
Interest: `
(a) The outside accounting firm that prepared the most recent (certified or
uncertified) financial statement or tax return for the Company shall calculate the
Company's Book Value for the regular accounting period ending immediately before the
filing of a petition for divorce.
(b) Using the Book Value as determined by the Company's accountants, the
Membership Interest owned by Mrs.Martin shall be redeemed by the Company for the
following price and on the following terms:
(c) Redemption Price — The Book Value of the Membership Interest of Mrs.
Martin shall be multiplied by one and one quarter(1%) and that figure shall be called
the"Redemptdon Price".
(d)The Member who is involved in a divorce proceeding shall,as part of any final
property settlement incident to the divorce proceeding, be obligated to purchase all
Membership Interest therein, if any, from his spouse and may pay for said Membership
Interest in the following manner: twenty percent (20%) of the value of the spouse's
community property interest in the Membership Interest shall be paid in cash at the time
of the entry of the Divorce Decree; the balance shall be paid in four (4) equal, annual
installments made on the anniversary date of the entry of the Divorce Decree with interest
payable at ten percent (10%) per annum. The transfer of the spouse's interest in the
Membership Interest shall occur before or simultaneously upon the entry of any final
Divorce Decree granting either a Member or their spouse a divorce. By executing this
Agreement, the Member(s spouse agrees to be bound by all terms set forth herein. The
spouse of a Member shall not make any direct claim of ownership nor attempt to obtain
ownership of the Company or any Membership Interest.
ARTICLE xll
Mental or Physical Incapacity of a Member
Section 12.1. In the event any Member other than Garrett or Elizabeth Martin suffers from any
disability or incapacity which so impairs their mental or physical health that it prevents them from
FIRST AMENDED COMPANY AGREEMENT OF HIGH COUNTRY COMMERCIAL,LLC Page 21 of 29
effectively performing the duties of their employment i+vith the Company,if employed,or as a Member of
the Company,for a continuous period of one(1)year,the Company and/or the non-incapacitated Members
may purchase all the Membership Interest of the incapacitated Member for a"Purchase Prue"equal to the
total of the following:the Book Value of all of the Me, ership Interest shall be multiplied by one and one
quarter (1X) owned by the incapacitated Member, this figure shall result in the total value of the
Membership Interest. The transfer of Membership Interest affected hereby shall occur within ninety(90)
days of the end of the above-mentioned one(1)year period and the Purchase Price for the Membership
Interest shall be paid for as follows:
(a) All disability insurance,if any,shall be paid to the incapacitated Member or his representative
up to the full amount of the Purchase Price. In the event the insurance proceeds exceed the Purchase Price,
the Company shall retain the excess.
(b) The balance,if any,of the Purchase Price unpaid by insurance proceeds may be paid in ten(10)
equal,annual installments beginning one year from the date of the first payment with all unpaid amounts
bearing interest at ten percent(10%)per annum.
(c) If no disability insurance exists,the first payment shall be made to the incapacitated Member
within the above-mentioned 90-day period.
In such case, the incapacitated Member hereby appoints Garrett Martin and Elizabeth Martin as
their respective attorney-in-fact to vote all of their Membership Interest during any period of incapacity.If
either is an officer or employee of the Company,then jhey shall be paid the normal salary he received for
duties performed,if applicable,during the one(1)year period of disability, reduced by the amount of any
health benefits or insurance proceeds paid to the incapacitated Member as a result of the incapacity.
Section 1L3. In the event Elizabeth Martin or Garrett Martin suffers from any disability or
incapacity which so impairs their mental or physical health that it prevents them from effectively
performing the duties of their employment with the Company, if employed, or as a Member of the
Company,for a continuous period of one(1)year,then their Membership Interest shall be assigned to the
other, if the other is not incapacitated as well. If the other is incapacitated,then the Company and/or the
non-incapacitated Members may purchase all the Membership Interest of the incapacitated Member for a
"Purchase Price"equal to the total of the following:the Book Value of all of the Membership Interest shall
be multiplied by one and one quarter(1X)owned by the.incapacitated Member,this figure shall result in
the total value of the Membership Interest. The traAsfer of Membership Interest affected hereby shall
occur within ninety(90)days of the end of the above-mentioned one(1)year period and the Purchase Price
for the Membership Interest shall be paid for as follows:
(a) All disability insurance,if any,shall be paid to the incapacitated Member or his representative
up to the full amount of the Purchase Price. In the event the insurance proceeds exceed the Purchase Price,
the Company shall retain the excess.
(b) The balance,if any,of the Purchase Price unpaid by insurance proceeds may be paid in ten(10)
equal,annual installments beginning one year from the date of the first payment with all unpaid amounts
bearing interest at ten percent(10%)per annum.
(c) If no disability insurance exists,the first payment shall be made to the incapacitated Member
within the above-mentioned 90-day period.
FIRST AMENDED COMPANY AGREEMENT OF HIGH CouNTRY COMMERam.LLC Page 22 of 29
In such case,Garrett Martin and Elizabeth Martin hereby appoint their non-incapacitated spouse as
their respective attomey4n-fact to vote all of their Membership Interest during any period of incapacity. If
both Garrett Martin and Elizabeth Martin are incapacitated,then they hereby appoint the other Members
as their respective attorney-in-fact to vote all of their Membership Interest during any period of incapacity.
If either is an officer or employee of the Company,then they shall be paid the normal salary he received for
duties performed, if applicable,during the one(1)year period of disability, reduced by the amount of any
health benefits or insurance proceeds paid to the incapacitated Member as a result of the incapacity.
ARTICLE XIII
DISPUTES
In the event of irreconcilable differences between any future Member,and either or both Garrett Martin
and Elizabeth Martin, then notwithstanding anything herein to the contrary, the future Member shall
transfer, sell,and assign all of their right, title, and interest, to their Membership Interest, back to the
Company.The following provisions and restrictions shall apply in such circumstance and the Member(s)
shall take the following steps to effectuate the complete redemption of the future Member's
Membership Interest:
(a) The outside accounting firm that prepared the most recent (certified or
uncertified) financial statement or tax return for the Company shall calculate the
Company's Book Value for the regular accounting period ending immediately before
the filing of a petition for divorce.
(b) Using the Book Value as determined by the Company's accountants, the
Membership Interest owned by the future Member shall be redeemed by the
Company for the following price and on the following terms:
(1)Redemption Price—The Book Value of the Membership Interest of the future
Member shall be multiplied by one and one quarter(1%)and that figure shall be
called the"Redemption Pare".
(ii)Terms—The Redemption Price shall be paid to the Future Member in five(5)
equal installments, the first installment being due sixty (60) days after either
party declares in writing that irreconcilable differences exist,and the remaining
four (4) annual installments to be on the anniversary of the writing and all
unpaid sums shall bear interest at five percent (5%) per annum. The
Membership Interests owned by the future Member shall be endorsed and
delivered to the Managing Member before or simultaneously with receiving the
first installment; any encumbrance on the Membership Interest must be
removed before delivery. Any interest purchased by the Company under this
Article shall be held by the Company.
ARTICLE XIV
Assignments of Membership Interests and Substitutions
(a) The Membership Interest of each Member shall be assignable,in whole or in part,subject to
the following: (1) no such assignment shall be made if such assignment would result in the violation of
Rm AMENDED COMPANY AGREEMENT OF HIGH COUNTRY COMMERaAL,LLC Page 23 of 29
t
any applicable federal or state securities laws or would cause the Company to terminate for federal
income tax purposes,and(11)the Company shall not be required to recognize any such assignment until
the instrument conveying such interest has been delivered to the Managing Member(s)for recordation
on the books of the Company.
(b) Unless an assignee becomes a Member in accordance with the provisions set forth below,
such assignee shall not be entitled to any of the rights granted to a Member hereunder,other than the
right to receive allocations of income,gain,loss,deduction,credit and similar items and distributions to
which the assignor would otherwise be entitled,to the extent such items are assigned.
(c) An assignee of the Membership Interest of a Member,or any portion thereof,shall become
a Member entitled to all of the rights of a Member if,and only if(i)the assignor gives the assignee such
right,(ii)the Managing Member(s),in their sole and absolute discretion,consent to such substitution or,
if a Managing Member is the assigning Member, all of the other Members, in their sole and absolute
discretion,consent to such substitution)and(Ili)the assignee executes and delivers such instruments,in
form and substance reasonably satisfactory to the Managing Member(s), as the Managing Member(s)
may deem necessary or desirable to effect such substitution and to confirm the agreement of the
assignee to be bound by all of the terms and provisions of this Agreement. Upon the satisfaction of such
requirements,the Managing Member(s)shall concurrently(or as of such later date as shall be provided
for in any applicable written instruments furnished to the Managing Member(s)) admit any such
assignee as a Member and reflect such admission and the date thereof in the records of the company.
(d) The Company and the Managing Member(s) shall be entitled to treat the record owner of
any Membership Interest as the absolute owner thereof in all respects and shall incur no liability for
distributions of cash or other property made in good faith to such owner until such time as a written
assignment of such interest that complies with the terms of this Agreement has been received by the
Managing Member(s).
ARTICLE XVI
Winding Up,Liquidation,and Termination
Section 16.1. Winding Uo.
(a) Subject to Section 16.1(b), the Company shall dissolve and its affairs shall be wound up
on the first to occur of the following(each an"Event Requiring Winding Up"):
(i) the written consent of a Majority In Interest;
(ii) on the death, retirement, resignation, expulsion, legal incapacity,
dissolution, or Bankruptcy of any Member, unless there is at least one (1)
remaining Member and the Business of the Company is continued by a
Majority In Interest of the remaining Members given in writing within ninety
(90)days;and/or
(iii) entry of a decree of judicial winding up of the Company under Chapter 11
Subchapter G of the Code.
FIRST AMENDED COMPANY AGREEMENT OF HIGH COUNTRY COMNImAL,u.0 Page 24 Of 29
1�N i
(b) If an Event Requiring Winding Up described in paragraph 00 of Section 14.1(a)shall occur
and there shall be at least one (1)other Member remaining,the Company shall not be wound up, and
the business of the Company shall be continued,if a Majority In Interest so agree within ninety(90)days
of the occurrence of such Event Requiring Winding Up (such agreement being called a "Continuation
Election"). If a Continuation Election is made under the circumstances described above,the Managing
Member(s) shall promptly amend the Certificate in the manner described in Section 101.356 of the
Code.
Section 16.L Liquidation and Termination. On winding up of the Company, the Managing
Member(s) shall act as liquidators or one may be appointed by a Majority In Interest. The liquidator
shall proceed diligently to wind up the affairs of the Company and make final distributions as provided
herein and in the Code. The costs of liquidation shall be borne as a Company expense. Until final
distribution,the liquidator shall continue to operate the Company properties with all of the power and
authority of the Managing Member(s). The steps to be accomplished by the liquidator are as follows:
(a) As promptly as possible after winding up and gain final liquidation, the liquidator shall
cause a proper accounting to be made by certified pubic accountants selected by the Managing
Member(s) of the Company's assets, liabilities, and operation through the last day of the calendar
month in which the dissolution occurs or the final liquidation is completed,as applicable.
(b) The liquidator shall cause the notice described in Section 11.0S2 of the Code to be
mailed to each known creditor of and claimant against the Company.
(c) The liquidator shall pay, satisfy or discharge from Company funds all of the debts,
liabilities and obligations of the Company (including, without limitation, all expenses incurred in
liquidation) or otherwise make adequate provision for payment and discharge thereof (including,
without limitation,the establishment of a cash escrow fund for contingent liabilities in such amount and
for such term as the liquidator may reasonably determine).
(d) All remaining assets of the Company shall be distributed to the Members as follows:
(i) the liquidator may sell any or all Company property, including to
Members,and any resulting gain or loss from each sale shall be computed and allocated
to the capital accounts of the Members;
(ii) with respect to all Company property that has not been sold, the fair
market value of that property shall be determined and the capital accounts of the
Members shall be adjusted to reflect the manner in which the unrealized income,gain,
loss, and deduction inherent in property that has not been reflected in the capital
accounts previously would be allocated among the Members if there were a taxable
disposition on that property for the fair market value of that property on the date of
distribution;and
(ili) Company property shall be distributed among the Members in
accordance with the positive capital account balance of the Members, as determined
after taking into account all capital account adjustments for the taxable year of the
Company during which the liquidation of the Company occurs (other than those made
by reason of this clause (III): and those distributions shall be made by the end of the
FIRsrAMENDED COMPANY AGREEMENT OF HIGH COUNTRY COMMERCIAL,LLC Page 25 of 29
FN j i q j
taxable year of the Company during which the`liquidation of the Company occurs(or,if
later,ninety(90)days after the date of the liquidation).
All distributions in kind to the Members shall be made subject to the liability of each distributee for
costs, expenses, and liabilities theretofore incurred or for which the Company has committed prior to
the date of termination and those cost, expenses, and liabilities shall be allocated to the distributes
pursuant to this Section 14.2. The distribution of cash and/or property to a Member in accordance with
the provisions of this Section 14.2 constitutes a complete return to the Member of its Capital
Contribution and a complete distribution to the Member of its Membership Interest and all the
Company's property and constitutes a compromise to which all Members have consented within the
meaning of Section 101.154 and 101.155 of the Code. To the extent that a Member returns funds to the
Company,it has no claim against any other Member for those funds.
Section 16.3. Deficit Capital Accounts. Notwithstanding anything to the contrary contained in
this Agreement, and notwithstanding any custom or rule of law to the contrary, no Member shall be
obligated to restore a deficit balance in its capital account at any time.
Section 16.4. Certificate of Termination. On completion of the distribution of Company assets
as provided herein,the Company shall be terminated and the Managing Member(or such other Person
or Persons as the Code may require or permit)shall file a Certificate of Termination with the Secretary of
State of Texas,cancel any other filings made pursuant to Section 1.5,and take such other actions as may
be necessary to terminate the Company.
ARTICLE XVII
Representation and Warranties
Each Member represents,warrants and covenants to the other Members as follows:
(a) If a Member is an entity, it is duly organized and validly existing under the laws of its
state of formation.
(b) It has all requisite power and authority to execute and deliver this Agreement and to
perform its obligations hereunder.
(C) The execution, delivery and performance of this Agreement are within the Members
powers and do not(i)contravene or violate any provisions of its charter or other governing documents,
as amended to the date hereof,if such Member is an entity,or(ii)contravene or result in any breach of
or constitute a default under any applicable law,rule or regulation or any loan,note or other agreement
or instrument to which it is a party or by which it or any of its properties are bound.
(d) when delivered to the Managing Member(s), this Agreement will be duly and validly
executed by such Member and will be binding upon the Member in accordance with terms hereof.
(e) Neither the Member nor any person acting on the Member behalf has employed or
retained any broker,agent or finder in connection with the transaction provided for herein,or agreed to
pay any brokerage fee, finder's fee, commission or similar payment to any person on account of the
transaction provided for herein.
FIRsr An Exwo COMPANY AGREEmuiTOF HIGH COUNTRY COMMERCIAL,LLC Page 26 of 29
(f) It is acquiring the Member's interest in the Company as an investment and not with a
view to the resale or other distribution to the public; provided, however, that the disposition of its
interest shall at all times be and remain within its control.
ARTICLE XVIII
General Provisions
Section 18.1. Notices. Except as expressly set forth to the contrary in this Agreement, all
notices, requests,or consents provided for or permitted to be given under this Agreement must be in
writing and must be given either by depositing that writing in the United States mail, addressed to the
recipient, postage paid, and registered or certified with return receipt requested or by delivering that
writing to the recipient in person, by courier, or by facsimile transmission; and a notice, request, or
consent given under this Agreement is effective on receipt by the Person to receive it. All notices,
requests,and consents to be sent to a Member must be sent to or made at the addresses given for that
Member on Exhibit A or such other address as that Member may specify by notice to the other
Members. Any notice, request, or consent to the Company or the Managing Member(s) must be given
to the Managing Member(s)at their addresses identified in Exhibit A.
Whenever any notice or waiver thereof,signed by the Person entitled to notice,whether before
or after the time stated therein,shall be deemed equivalent to the giving such notice.
Section'18.2. Amendment or Modification. This Agreement may be amended or modified from
time to time only by written instrument adopted by the Managing Member(s)and executed and agreed
to by a Majority In Interest; provided, however, that (a) an amendment or modification reducing a
Member's Percentage Interest or increasing the amount of its required Capital Contributions is effective
only with that Member's consent and (b) no provision of this Agreement establishing a percentage of
the Members required to take any action shall be altered or amended in any respect which would have
the effort of reducing such voting requirement, unless such is approved by written consent of those
Members whose aggregate Percentage Interests constitute not less than the voting requirements
sought to be reduced.
Section 18.3. Entire Agreement. This Agreement constitutes the full and complete agreement
of the parties hereto with respect to the subject matter thereof.
Section 18.4. Effect of Waiver or Consent. The failure of any Person to insist upon strict
performance of a covenant hereunder or of any obligation hereunder, irrespective of the length of time
for which such failure continues, shall not be a waiver of such Person's right to demand strict
compliance in the future. No consent or waiver,express or implied,to or of any breach or default in the
performance of any obligation hereunder shall constitute a consent or waiver to or of any other breach
or default in the performance of the same or any other obligation hereunder.
Section 18.5. Successors and Assisns. Subject to Article XIII, this Agreement shall be binding
upon and inure to the benefit of the Members and their respective heirs, legal representatives,
successors,and assigns.
Section 18.6. Governing Law. THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICT-OF-LAWS RULE
Row Amemm Compmy AGReau m of HIGH CouNTRY CommutaAL,,LLC Page 27 of 29
OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO
THE LAW OF ANOTHER JURISDICTION.
Section 18.7. Severability. If any provision of this Agreement is held to be unenforceable,this
Agreement shall be considered divisible and such provisions shall be deemed inoperative to the extent it
is deemed unenforceable, and in all other respect this Agreement shall remain in full force and effect;
provided, however, that if any provision may be made enforceable by limitation thereof, then such
provision shall be deemed to be so limited and shall be enforceable to the maximum extent permitted
by applicable law.
Section 18.8. Further Assurances. In connection with this Agreement and the transaction
contemplated hereby, each Member shall execute and deliver any additional documents and
instruments and perform any additional acts that may be necessary or appropriate to effectuate and
perform the provisions of this Agreement and those transactions.
Section 18.9. Waiver of Certain Rights. Each Member irrevocably waives any right it may have
to maintain any action for winding up of the Company or for partition of the property of the Company.
Section 16.10 No Third Party Beneficiaries. Except as provided in Article VII, it is the intent of
the parties hereto that no third-party beneficiary rights be created or demand to exist in favor of any
person not a parry to this Agreement,unless otherwise expressly agreed to in writing by the parties.
Section 18.11. Counterparts. This Agreement may be executed in any number to counterparts
constituting an original and all of such counterparts constituting but one and the same instrument.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
FIRST AMENDED COMPANY AGREEMENT OF HIGH COUNTRY COMMERCIAL,LLC Page 28 of 29
IN WITNESS WHEREOF, following adoption of this Agreement by the Managing Member, the
Members have executed this Agreement in counterparts,on the )Y� day of uvwvvxcv
20_L.
Garrett Martin,Managing Member
E6A
1 i z�e tMartin,'—v ember
FIRST Amu=Commy AGREEmwop HIGH COUNTRY COMMERaAL,LLC Page 29 of 29
EXHIBIT,.,.
".A"
MEMBER NAME CAPITAL CONVRIBUTION PERCENTAGE OWNERSHIP
GARRm MARTIN $5000.00 50%
ELIZABETH MARTIN $500.00 50%
COMPANY AGREEMENT OF HIGH COUNTRY COMMERgm,LLC Exhibit A
ORDINANCE NO. 2026-042
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
GRAPEVINE, TEXAS ISSUING CONDITIONAL USE
PERMIT CU26-12 TO ALLOW FOR A CONSTRUCTION
TRADE OFFICE WITH AN OUTSIDE STORAGE YARD FOR
BLOCK 1, LOT 1, ESTHER MOORE ADDITION (1039 EAST
DALLAS ROAD) IN A DISTRICT ZONED "LI", LIGHT
INDUSTRIAL 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;
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.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF GRAPEVINE, TEXAS:
Ordinance No. 2026-042 2 CU26-12
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 CU26-12 to allow for a construction
trade office and outside storage yard (High Country Commercial) in a district zoned `LI"
Light Industrial District within the following described property: Block 1, Lot 1, Esther
Moore Addition (1039 East Dallas Road) 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.
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
Ordinance No. 2026-042 3 CU26-12
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 JULY, 2026.
APPROVED:
William D. Tate
Mayor
ATTEST:
Tara Brooks
City Secretary
APPROVED AS TO FORM:
Matthew C.G. Boyle
City Attorney
Ordinance No. 2026-042 4 CU26-12