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HomeMy WebLinkAboutContract 46982 CITY SECRETARV CONTRACT NO. DOE # 7437 STORMWATER FACILITY MAINTENANCE AGREEMENT THIS AGREEMENT, made and entered into this day of .- , by and between STEADMAN FARMS LLC , acting by and through � !e „m' , hereinafter referred to as "Landowner", the THE STEADMAN FARMS HOMEOWNER'S ASSOCIATION , hereinafter referred to as "Association" and the City of Fort Worth, hereinafter referred to as "City". WITNESSETH WHEREAS, the Landowner is the owner of certain real property described as an approximately 44.281 acre tract located in the Jose Chirino Survey, Abstract 265, Tarrant County, Texas according to the deed recorded in Document Number D212309023, Deed Records, Tarrant County, Texas, hereinafter called the"Property". WHEREAS, the Landowner is proceeding to build on and develop the Property according to the Site Plan/Subdivision Plan known as Steadman Farms Phase 2 hereinafter called the "Plan", which is expressly made a part hereof, as approved or to be approved by the City and the Landowner and Association provides for management of Stormwater within the confines of the Property; and WHEREAS,the City and the Landowner and Association, and their successors and assigns, agree that the health, safety and welfare of the residents of the City of Fort Worth, Texas require that on-site Stormwater Management Facilities be constructed and maintained on a portion of the Property; and WHEREAS, the City requires that on-site Stormwater Management Facilities ("Facility") as shown on the Plan be constructed and adequately maintained by the STORMWATER FACILITY MAINTENANCE AGREEMENT ( FI 'AL l EC Rev.05/1402014 p'�yy�� Ana 4��W1��!Va< R���Y�EM(H� VCS%d` Y9 Landowner, its successors and assigns, including Association, the location and dimensions of which is shown and more particularly described by metes and bounds in the attached Exhibit"A" ("Facility Property"); and WHEREAS, Landowner agrees to convey the Facility Property to the Association and the Association agrees to accept the Property where the Stormwater Facility is located. NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants contained herein, and the following terms and conditions, the parties hereto agree as follows: 1. The Landowner and Association, its successors and assigns, shall adequately construct and maintain the on-site Stormwater Management Facility ("Facility") at no expense to the City of Fort Worth in accordance with the design specifications for the Facility, attached as Exhibit "B", and the current standards then in force and effect in the City of Fort Worth and with the Operations and Maintenance Plan attached to this Agreement as Exhibit "C". The Stormwater Facility includes all pipes, channels or other conveyances built to convey stormwater to the facility, as well as all structures, improvements, and vegetation provided to control the quantity and quality of the stormwater. Adequate maintenance is herein defined as good working condition so that these facilities are performing their design functions. The Stormwater Structural Control Maintenance Checklists, attached to this Agreement as Exhibit "D", are to be used to establish what good working condition is acceptable to the City. 2. The Landowner and Association, its successors and assigns, shall inspect the Facility and submit an inspection report to the City annually. The purpose of the inspection is to assure safe and proper functioning of the Facility. The inspection shall cover the entire Facilities, berms, outlet structure, pond areas, access roads, etc. Components of the Facility, which need maintenance or STORMWATER FACILITY MAINTENANCE AGREEMENT 2 Rev.05/14//2014 replacement to perform their design function, shall be noted in the inspection report along with the corrective actions to be taken. 3. The Landowner and Association, its successors and assigns, hereby grant permission to the City, its authorized agents and employees, to enter upon the Property and to inspect the Facility Property whenever the City deems necessary. The purpose of inspection is to follow-up on reported deficiencies and/or to respond to citizen complaints. The City shall provide the Landowner, its successors and assigns, copies of the inspection findings and a directive to commence with the repairs if necessary. 4. In the event the Landowner and the Association, its successors and assigns, fails to maintain the Facility in good working condition as specified herein, the City, its authorized agents and employees, may enter upon the Facility Property and take whatever steps necessary to correct deficiencies identified in the inspection report and to charge the costs of such repairs to the Landowner, its successors and assigns. It is expressly understood and agreed that the City is under no obligation to routinely maintain or repair said Facility, and in no event shall this Agreement be construed to impose any such obligation on the City,such obligation is Landowner's. 5. The Landowner and the Association, its successors and assigns, will perform the work necessary to keep the Facility in good working order as appropriate. In the event the City pursuant to this Agreement, performs work of any nature, or expends any funds in performance of said work for labor, use of equipment, supplies, materials, and the like, the Landowner, its successors and assigns, shall reimburse the City upon demand, within thirty(30) days of receipt thereof for all actual costs incurred by the City hereunder. In the event that Landowner or its successors or assigns fail to pay the City for the costs incurred under this section, the City shall impress a lien for the costs of such work upon other lots owned by the Landowner or the Association. Such lien shall be perfected by filing in the office of the County Clerk of Tarrant County, Texas an affidavit identifying the property to be charged with such lien, stating the amount thereof, and malting reference to this Agreement. STORMWATER FACILITY MAINTENANCE AGREEMENT 3 Rev.05/14//2014 6. This Agreement imposes no liability of any kind whatsoever on the City. THE LANDOWNER AND ASSOCIATION AGREES TO HOLD THE CITY HARMLESS FROM ANY LIABILITY IN THE EVENT THE FACILITY FAILS TO OPERATE PROPERLY. LANDOWNER AND ASSOCIATION COVENANT AND AGREE AND DOES HEREBY INDEMNIFY HOLD HARMLESS AND DEFEND THE CITY OF FORT WORTH, ITS AGENTS, SERVANTS AND EMPLOYEES FROM AND AGAINST ALL COSTS, EXPENSES, LOSSES, DAMAGES, CLAIMS OR CAUSES OF ACTION WHATSOEVER ARISING, OR WHICH MIGHT ARISE, FROM THE FAILURE OF LANDOWNER OR ANY FUTURE OWNERS OF THE FACILITITY PROPERTY TO MAINTAIN THE FACILITY, INCLUDING, BUT NOT LIMITED TO THE BED AND BANKS OF THE DETENTION POND; ANY DAMAGES CAUSED TO PERSON OR PROPERTY DUE TO (1) FLOODING OF THE POND AND ITS BANKS, (2) SLOPE FAILURE OF THE BANKS OF THE POND, OR (3) FAILURE OF THE POND OR ITS BANKS TO OPERATE IN A MANNER CONSISTENT WITH CITY OF FORT WORTH CRITERIA; OR FAILURE TO PERFORM ANY OTHER DUTIES OR OBLIGATIONS HEREUNDER. 7. Landowner and Association covenants and agrees that no habitable building shall be erected within the drainage easement outlined on Exhibit "A" but this paragraph shall not preclude construction of other improvements within the drainage easement, which do not impede drainage. Landowner and Association covenants and agrees that no habitable building shall be erected on the above property abutting such easement which shall have a finished floor at an elevation less than two feet above the maximum depth of water in the detention pond which would occur during a 100 year frequency flood. 8. This Agreement shall be recorded among the land records of Tarrant County, Texas, shall constitute a covenant running with the land, and shall be binding on the Landowner, its administrators, executors, assigns, heirs and any other successors in interests, including any property owners association. STORMWATER FACILITY MAINTENANCE AGREEMENT 4 Rev.05/14//2014 9. Notwithstanding anything to the contrary contained or implied elsewhere herein, it is expressly agreed and understood that the liabilities, indemnities and obligations of STEADMAN FARMS, LLC, as Landowner hereunder shall expire and be of no further force or effect upon the transfer ("Transfer") by STEADMAN FARMS, LLC to the Association of legal title to the Facility Property, save and except for any liabilities, indemnities and obligations of STEADMAN FARMS, LLC as Landowner hereunder which have accrued and are due, payable and/or performable as of the date of the Transfer and which shall expressly survive the Transfer. Executed this P day of 20_. Landowner City of Fort Worth Steadman Farms, LLC a Texas Limited Liability Company By: Hanover Services Group, Inc. Texa or Ion s una er Y Eerdo-Cta Assistant City Maw Name. ���':'� �"�" �� ' y nager Title: " � y elp lb 17" , Approved as to Form and Legality '� Honewers ant City Attorney r Name: !" ' , °' �' ATTEST W Title: . 0. City Secr t y , OFFICIAL RECORD FT,W01M9 TX STORMWATER FACILITY MAINTENANCE AGREEMENT 5 Rev.05(14//2014 STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on 5�'� Lj j 10 IS by 0f"F'ernaff4@-CoAa, Assistant City Manager of the City of Fort W(;i-th, on behalf of the City of Fort Worth. M MY COMMISSION EXPIRES LINDA M.�HIR�RLINGER 14 MM�91� X MY COMMISSION NE PR Notary Public, State of Texas V W 2 018 ebmary2,2018 a F ,iry ,2 STATE OF TEXAS § COUNTY OF TARRANT § Before me, the undersigned authority on this day of 6"- / 2015, personally appeared e known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me iat the same is the act of and that he executed the same as its as the act of such 'Ind for the purposes and consideration expres'se'd in the foregoing instrument. Sandi R,Pus!�vsky 7 Pig Netffiq k. -54"11 ea SNot 01"1101*6 Expires:1-30-,2019 Notary Public, State of Texas STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on zce'4 authorized representative, acting on behalf of the Homeowners Association. V foo Sandi R.Pustejovsky Notary Public, 14� Sinfe ofTe-as to Expires:1-:30-2019 Notary Public, State of Texas STORMWATER FACILITY MAINTENANCE AGREEMENT 6 Rev.05/14//2014 EXHIBIT "A" INSERT LEGAL DESCRIPTION STORMWATER FACILITY MAINTENANCE AGREEMENT 7 Rev.05/14/12014 EXHIBIT " PAGE 1 OF 2 LEGAL DESCRIPTION BEING a parcel of land located in the City of Fort Worth, Tarrant County, Texas, a part of the Jose Chirino Survey, Abstract No. 265, and being a part of a called 96.371 acre parcel of land described in a special warranty deed to Christ's Haven Realty, LLC as recorded in Document No. D212309023, Tarrant County Deed Records, and being further described as follows: COMMENCING at a two inch iron pipe found at the southeast corner of said 96.371 acre tract of land, said point being in the north right—of—way line of West Caylor Road (a variable width right—of—way); THENCE North 00 degrees 07 minutes 09 seconds East, 616.10 feet along the east line of said 96.371 acre tract of land to a one—half inch iron rod set for corner; THENCE North 89 degrees 52 minutes 51 seconds West, 131.05 feet to a one—half inch iron rod set for corner at the POINT OF BEGINNING of this parcel of land; THENCE North 89 degrees 25 minutes 02 seconds West, 121.19 feet to a one—half inch iron rod set for corner; THENCE Northwesterly, 121.46 feet along a curve to the left having a central angle of 139 degrees 11 minutes 17 seconds, a radius of 50.00 feet, a tangent of 134.40 feet, and whose chord bears North 56 degrees 41 minutes 35 seconds West, 93.72 feet to a one—half inch iron rod set for corner; THENCE North 89 degrees 25 minutes 02 seconds West, 22.31 feet to a one—half inch iron rod set for corner; THENCE North 00 degrees 34 minutes 58 seconds East, 129.31 feet to a one—half inch iron rod set for corner; THENCE Northeasterly, 123.63 feet along a curve to the left having a central angle of 07 degrees 44 minutes 30 seconds, a radius of 915.00 feet, a tangent of 61.91 feet, and whose chord bears North 84 degrees 57 minutes 14 seconds East, 123.54 feet to a one—half inch iron rod set for corner; THENCE Southeasterly, 147.31 feet along a curve to the right having a central angle of 99 degrees 17 minutes 59 seconds, a radius of 85.00 feet, a tangent of 100.05 feet, and whose chord bears South 49 degrees 16 minutes 01 seconds East, 129.56 feet to a one—half inch iron rod set for corner; THENCE South 00 degrees 22 minutes 58 seconds West, 108.57 feet to the POINT OF BEGINNING and containing 34,955 square feet or 0.802 acres of land. BASIS OF BEARINGS: The Bearings shown hereon are based on the bearings shown on the Timberland Phase II—A Addition, an addition to the City of Fort Worth, as recorded in Cabinet A, Slide 11816, Tarrant County Plat Records. ............................. DAN B. RAMSEY � ..................... DAN B. R EY .0 4172 R.P.L.S. N 4172 �y��FESSO�PO� JULY 15, 2015 SCALE: DATE DRAWN PROJECT 16301 QUORUM DRIVE, SUITE 200B 07-15-15 PJS HPC085 ADDISON, TEXAS 75001 TBPE No. F-438 TBPLS No. 10076000 Drawing: H:\Projects\HPC085 Park Vista\dwg\ESM T—DRN G—OPEN SPACE.dwg Saved By: psnider F� EXHIBIT "A" IRF IRON ROD FOUND PAGE 2 OF 2 IRS IRON ROD SET POC POINT OF COMMENCING FUTURE _ - ' �'� 1"=100' N POB POINT OF BEGINNING TIMBERLAND - - - - - BOULEVARD- - - - - .. - - - - - - - 1/2"IRF IRS BLOCK W 0 s 00� FUTURE � W z OPEN SPACE LLJ V) Q I O w 5 6 7 BLOCK 0, LOT 34X R" �I> > I o Q Ocq DRAINAGE EASEMENT DIY J O A LL- N Z "P, 1< 0 Q I 1 I °00 ' /2" '/2_ C1 w 06 I X FUTURE IRS IRS J ROSEBUD WAY I 52. a 0 N89 '25'02"W 22.31' W IR/S2" N89'25'02"W NS '582'517W STEADM N FARMS, PHASE 2 W 121.19' O.B. 1.05' o 0 LAT PENDI G 2"IRs 28 8 I I o - OAK HAVEN 29 30 W I I °o `O DRIVE �N z 9 I DRAINAGE EASEMENT 0 CITY OF FORT WORTH 21 20 19 13 ( I VOL. 17395, PG. 494 S EADMA FARMS, PHASE 2 ° PL T PENDING o Y WATER LINE EASEMENT W m QIQ DOC. NO. D213203277 > 14 w BLOCK W CO IQ I -cn 0 18 W C' W ( USN I— W (O U CID I�- w aQ� � � 15 L`- QIO I V)"j. Z � m I w Arno = p O N 17 F-- I p z Q Lu U Y J O 16 Q<U z W BLOCK 0, LOT 33X / / I WEST CAYLOR ROAD �16 (A VARIABLE WIDTH RIGHT-OF-WAY) P.O.C. 2"IPF THE VIL AGES OF W ODLAND SPRINGS PHASE III, S CTION 1 CAB. A, SLI E 8178 CURVE TABLE NO. LENGTH DELTA RADIUS TANGENT CHORD BEARING CHORD 3 4 5 Cl 121.46' 139'11'17" 50.00' 134.40' N56'41'35"W 93.72' C2 123.63' 07'1 915.00' 61.91' N84'57'14"E 123.54' C3 147.31' 9997'59" 85.00' 100.05' S49-16-01"E 129.56' SCALE: DATE DRAWN PROJECT 16301 QUORUM DRIVE, SUITE 2008 &E 1"=100' 07-15-15 PJS HPC085 ADDISON, TEXAS 75001 TBPE No. F-438 TBPLS No. 10076000 Drawing: H:\Projects\HPC085 Park Vista\dwg\ESMT—DRNG—OPEN SPACE.dwg Saved By: psnider fill { gg xv 13Lt sl9c/°rh awt�s awa:y w°s ap,a-uusvwmr�i^N.1VA we sswmAtl�lwAw�ax•°+a -ng tits fill `6 III efi y2 T t € o s i$ f-F's wl a fTi�g $'t• 8' 3 h� its t � y � � � 1. g i# : -3�, E1. ! gp �� s-` 2 1. ;EP � all 3 s F " Z C w ryRo v sP 3p` 1. 5$P •• iligt !F E e F ° Ee Kx SG Na jig Els i i 3t. j�111.13 Z!!3, a K'N''+ -H E ggT33 um IS ii 1. ' a�E ;€' •i3a 1.E S f 1. 1 f J Q Sa'b {`ais S 1 :• 3 i 3 T[? 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Y N ..�. Ld a � S bk k.S ~ '� D • S. .� i. & ouF k $2} �6 , <.`S'.°.n°�b mi�'41 Z U CE : ® (n E! i c ^ tt" gg - �3Z.� Z O 9 8 n 1— ¢ 'S LLI M x: d� �� :m £ V) w > Eli Bp 8^ - O #BS a .�.. of k U g g \ e / 1 I � fig -orb, ,�GgVA31noo A. ga It I 3ni4ana,k3ai I aa �s° u i I nn Y t I O 18 - I & o Y - Na uj 3111 Ild 902 SIOZ/YZ/9-IM 1IX -1-W :1 1 YZ a a>5�> %19` dD't ( ` ?—AE—A— V> al>ei ;H may..d G M 'm R• �z � � 'd- �� N £ X ¢ o ZO z d z c � U N o a ° g 0 z Q F�- Z O F— Z Q UJ 88 ° 8 $ � � � � 3 aa F F F � ✓;F F F � �' 'n�� �'F F 8 �� n �n �' F 'aaaa�aa „ �aaaaaa � an �' s' MIN- � "a ��aaa " oaaaaaagas^ � � " 3s 0 33$ 2 as S88 _ V _ " aaaaaaA -------------- -g"VA3inoe 6 MIL 48 cop 1 ♦ 1 1 1 tl z u 1 1 All { I 1 a 3n18 21f181 3211 8 cc M csa sioz/m/o.1,I.W A 6(xq pnaa i R.a: nv�. z e-0\0%-m wa a n rs m q N as e°w as €€% �5 4' 3 id �y ## 33 2 W � � 3 I N � I I o 0 is it Aft 1 I � d 986e3�§"Bg HIGH YkE oS i W I `4 3 � w i E@ d d d d o d o7 ` g b � o o > O O d yR qPW o Ya �H 3 ado m dvmige."i pi Qw No`.�'ti� oaj p9a Y6 t8 o's sN 3 FF J� s :� SEBa Exhibit "C" CITY OF FORT WORTH STORMWATER FACILITY OPERATION AND MAINTENANCE PLAN The only responsibility the City of Fort Worth has in the operation and maintenance of this Facility is inspection. General Maintenance Procedures The structural and functional integrity of the Facility shall be maintained at all times by removing and preventing drainage interference, obstructions, blockages, or other adverse effects into, through, or out of the system. Periodic silt removal shall occur when standing water conditions occur or the pond's storage volume is reduced by more than 10%. Silt shall be removed and the pond/basin returned to original lines and grades shown on the approved engineering plans. In addition, corrective measures are required any time a basin does not drain completely within 72 hours of cessation of inflow. NO STANDING WATER IS ALLOWED in basins designed for dry detention purposes. Accumulated litter, sediment, and debris shall be removed every 6 months or as necessary to maintain proper operation of the basin. Disposal shall be in accordance with federal, state and local regulations. Detention facilities shall be mowed monthly between the months of April and October or anytime vegetation exceeds 12-inches in height. To prevent debris from entering and clogging the downstream storm sewer system a wire mesh screen or similar screening device shall be installed over the outlet until final acceptance. 4. PREVENTIVE MAINTENANCE/INSPECTION • Visual inspections of all components will be conducted every 6 months. • A log shall be kept of maintenance actions, and inspections. The log should document the condition of the detention system's primary components, mowing, and silt, litter and debris removal dates. Document aeration of the basin bottoms and replanting to prevent the sealing of the basin bottom. • Written maintenance and repair records shall be maintained by the party or parties signing the attached Agreement and shall be provided to the City upon request. STORMWATER FACILITY MAINTENANCE AGREEMENT 9 Rev.05/14/12014 Exhibit "D" Stormwater Structural Maintenance CHECKLIST FREQUENT REPAIRS REPAIRS INSPECTION DATE REQUIRED MADE NOTES Mowing Remove Trash and debris Inspect irrigation system operation Remove grass clippings Violations Noted MINOR INSPECTION Condition of Pond Amount of silt in and Amount of silt in flume Amount of ponded water Amount of wetland vegetation Location of Erosion Percent of vegetation Condition of trash ward Location of Erosion MAJOR INSPECTIONS Condition of Stormwater Quality Structure Type of Stormwater Quality Structure Structure type and Condition Condition of Rip- Rap STORMWATER FACILITY MAINTENANCE AGREEMENT 10 Rev.05/14/12014 Condition of filtrations stem Berm or Embankment Settlement Location of erosion Evidence of Animals Evidence of Aquatic life Condition of Aeration Foundation STORMWATER FACILITY MAINTENANCE AGREEMENT 11 Rev.05/14//2014 Page 1 of 11 Electronicallv Recorded Tarrant County Texas Official Public Records 12/18/2012 1:33 PM D212309023 NOTICE dkff"' 4W,,IAITY RIGS : IF Y&IRE A NATURAL PERSON, YOVAa AXse REMOVE- OR STRIkEitteAMP OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRAN-SFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR .REC.Ok-D IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY N>4ZAIREA OR YOUR DRIVER'S LICENSE NUMBER. 4 SPECIAL WARRANTY DEED THE STATF,'bF TE1 AS , § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF fiItAN `.,`. § That CHRIST'S' iA- V,EN bOR CHILDREN, INC,, a Texas non-profit corporation (the ' "Grantor"), for and in ° onsideration of the sum. of Ten Dollars ($10.00) and other good and valuable consideration to it 1n hand paid.by%CHRIST'S HAVEN REALTY,LLC, a Texas limited liability company (the "Grautee"), i�e-rt�ceipt of which are hereby acknowledged and confessed, has GRANTED, BARGAINED SOLI):AND CONVEYED and by these presents does GRANT, BARGAIN, SELL AND CON-VE'Y°Unto­th&Grantee, whose address is 3001 Knox Street, Suite 207,-Dallas, Texas 75205,that ceiftai `lA.a.�the"I and") described on Exhibit A, attached hereto and hereby made a part hereof, together-Wvith' 1.1 and singular the rights and appurtenances pertaining thereto including any right,title:aria intere st-of Grantor in and to adjacent roads, alleys or rights-of-way, strips or gores of land acljoing the,. a1ld and abutting properties and rights of ingress or egress and any and all improvements situitea o the Land; including but not limited to any buildings, structures, fixtures and other improvements of every kind and nature in on, under or about the Land and all water rights (such Land,-r-iglit ;-appurtenances and improvements being herein referred to as the "Property"). ' AS A MATERIAL PART OF THE CONSIDERATION, GRANTOR AND GRANTEE AGREE THAT GRANTOR IS ACQUIRING THE PROPERL=Y1*'.AS IS", "WHERE IS", AND "WITH ALL FAULTS". GRANTEE ACKNOWLEI)GPS.SNP':AGREES THAT OTHER THAN THE SPECIAL WARRANTY OF TITLE SET FORTH-IN"THIS DEED, GRANTOR DOES NOT MAKE, AND SPECIFICALLY DISCLAIM�'•A.N' t'-"REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS-;;,.O�,.G.laARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRE.S&M IMPLIED, ORAL OR WRITTEN, AS TO (A) THE NATURE, QUALITY OR CONDITJ.0N,.0F,THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL, ANO -OOLOGY, OR THE PRESENCE OR ABSENCE OF ASBESTOS, LEAD PAINT, MOLD,_A&-.P&LLUTANT OR HAZARDOUS WASTE, GAS OR SUBSTANCE ON OR ABOUT THE I `•PR PE TY, (B) THE INCOME TO BE DERIVED FROM THE PROPERTY, (C) THE SUI'1 A_BTLIT _-OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH ''GI AI' EE­-MA:Y INTEND TO CONDUCT THEREON, (D) THE COMPLIANCE OF THE PROPERTY WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY GOVE_'jVNTAL AUTHORITY OR BODY HAVING JURISDICTION INCLUDING, ,.WITHOUT LIMITATION, ALL APPLICABLE ZONING LAWS AND THE AMERICANS WITH f SPECIAL WARRANTY DEED-PAGE 1 DAL:0040485/00184:2158336v1 i i Page 2 of 11 DISABILITIES ACT AND ALL STATE LAWS ENACTED PURSUANT THERETO, (E)THE I HABITABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY, (F)LEGAL OPERATIONS CONNECTED WITH THE PRODUCTION OF MINERALS, INCLUDING OIL AND GAS, FROM GRANTOR'S ADJOINING f PROPERTY,,,; 'AAND (G) ANY OTHER MATTER RELATED TO OR CONCERNING THE PkORER`I'-Y. GRANTEE SHALL NOT SEEK RECOURSE AGAINST GRANTOR ON ACGGO,LINT-''6� ANY LOSS, COST OR EXPENSE SUFFERED OR INCURRED BY GRANTEE_WITH REGARD TO ANY OF THE MATTERS DESCRIBED IN CLAUSES (A) THR0UG]R-°'(Cj),-*"0OVE AND HEREBY ASSUMES THE RISK OF ANY ADVERSE MATTERS.,•REf,ATt) TO THE MATTERS DESCRIBED IN CLAUSES (A) THROUGH (G) ABOVE FRCiIvL:AI>db.AE-1-M THE DATE HEREOF. GRANTEE ACKNOWLEDGES THAT GRANTEE, HAVIN'0''BEFN-GIVEN THE OPPORTUNITY TO INSPECT THE PROPERTY, IS RELYING SQLELY`0&"1TTS_.OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATT-0N,PROVIDED OR TO BE PROVIDED BY OR ON BEHALF OF GRANTOR OR ANY` ;Si -EMENT, REPRESENTATION, ASSERTION OR NON- ASSERTION MADE B '::( R ON BEHALF OF GRANTOR WITH RESPECT TO THE PROPERTY. GRANTEE FURRIER-_ACKNOWLEDGES THAT NO INDEPENDENT INVESTIGATION OR VEF FICATIOi4.WAS MADE BY GRANTOR WITH RESPECT TO ANY INFORMATION SUPPL' b:.B•y.__OR ON BEHALF OF GRANTOR CONCERNING THE PROPERTY, AND GRAINTOR..-_MAKES NO REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS.•`dF.. SUCH INFORMATION, GRANTEE HAVING VERIFIED TO ITS OWN SATISFACTIQN THE ACCURACY AND COMPLETENESS OF I SUCH INFORMATION, GRANTEE' ACKNOWLEDGES THAT THE DISCLAIMERS, AGREEMENTS AND OTHER STATEMENTS:SET FORTH IN THIS PARAGRAPH ARE AN INTEGRAL PORTION OF THIS DEED.AfiID--TIJAT GRANTOR WOULD NOT AGREE TO SELL THE PROPERTY TO C.R� ;=WITHOUT THE DISCLAIMERS, AGREEMENTS AND OTHER STATEMENTS SE,T•�ORTH IN THIS PARAGRAPH. This conveyance and the warranties of titld c6Dtaine'd herein are expressly made subject to those certain encumbrances, easements and otheX­nfattiers Tore particularly described on Exhibit B attached hereto and incorporated herein by reereiice•(tke "Permitted Exceptions"), but only to the extent that such Permitted Exceptions are'v..alii r s46! Ding and, in fact, affect the Property. Notwithstanding anything to the contrary contained or lm'piied`els6where herein, Grantor hereby reserves unto Grantor and its successors and assigns all•of:_Grantox's right, title and interest in all oil, liquid hydrocarbons, gas and any other liquid or ios o hyd ocarbons, as well as their respective constituent products (including, without limitatib -'condo nsate, casinghead gas, distillate and natural gas liquids) and any other minerals produce t riiYassvciafjon therewith in and under the Land(collectively, the "Mineral Estate"). Grantor express l ..-d ases s-and waives forever, on behalf of itself and its successors and assigns, in favor of Grantee.--:ii l"its.-successors and assigns, any and all rights to use the surface (but not the subsurface) of the 1,6` `or•A4y-•.part thereof, including without limitation,the right to enter upon or use the surface of.tlie,Li> for:tiie purpose of investigating, exploring for, prospecting, developing, drilling o'r,.-producing, transporting, mining for, treating, storing and/or any other purpose, action or activity incident to the development or production of the Mineral Estate, so that, subject to the Permitted Exceptions, Grantee and any subsequent owner of fee simple title to the Land and their SPECIAL WARRANTY DEED-PAGE 2 DAL:0040485/00184:2158336v1 f I Page 3 of 11 respective successors and assigns shall have the free, complete, exclusive and uninterrupted use and control of the surface of the Land. •Such waiver shall not, however, restrict or prohibit the pooling or unitization of the I Mineiral..8stat-d-reserved by Grantor hereunder with land other than the Land or the exploration or productio flf the Mineral Estate by means of wells that are drilled or mines that open on land otlio•the•'6,0` *,and but enter or bottom under the Land, provided that such operations in no manner sIaiag , inter fere with, or otherwise adversely affect the surface or subsurface support of any imp'rovenients constructed or to be constructed on the Land. Grantor shall indemnify, defend and hold liarniless_�rantee and its successors and assigns from and against any and all claims, liabilities, damages' ai?d•.:.costs arising out of any physical damage to the Land or any improvements•now.�or_liereafter located thereon or any personal injury in connection with or as a result of any drilling,,ekttaCtion,%production or other activities of Grantor or its successors or assigns undertalceft-ij coiftnectiori-With the rights reserved by Grantor hereunder. Grantor hereby agxees;iin-behalf of itself and its successor and assigns,that any future oil and gas lease or other agreern"e t-granting_to a lessee or other third party (a "Lessee")the right to explore for and produce mine als iwor•ii i,der the Land will include a provision whereby Lessee agrees that it will not enter upon•,Of conduct any activities on the surface of the Land under the authority granted under an oil---" dg "J"-se or other instrument executed by any owner of a mineral interest in the Land or any=other'party. .: TO HAVE AND TO HOLD ihe:.�.efty (subject to the Permitted Exceptions),together with all and singular the rights and appurtenances..-th reto in anywise belonging, unto Grantee and Grantee's successors and assigns forever -and---.Grantor does hereby bind Grantor and Grantor's successors and assigns to WARRANT-and.-FOREVER DEFEND, all and singular, the Property unto Grantee and Grantee's successors"arid assign_s, against every person whomsoever lawfully claiming or to claim the same or any part'thergof, by,through or under Grantor, but not otherwise. [REMAMER OF THIS PAGE LEFT RLANK P •Tt-NTIONALLY] ' k SPECIAL WARRANTY DEED-PAGE 3 DAL:0040485/00184:2158336v1 4 I Page 4 of 11 IN TESTIMONY WHEREOF,this instrument is executed on the date set forth in the acknowledgement below to be effective as of the 14th day of December,2012. CHRIST'S HAVEN FOR CHILDREN, ' _= INC.,a_ as pa-profit zporation By: i. ___ Name. wight Robarts Title: Executive Director THE STATE OF•TtW § COUNTY OF TARRAhiT . § This instrument was ackdi.',hedged before me this day of December, 2012, by Dwight Robarts, Executive bire�tor of-CHRIST'S HAVEN FOR CHILDREN,INC., a Texas non-profit corporation, on behalf of said non-,profit.corporation. J SAS. �8ry WANDA Notary Pubii GS Son axes .Notary Public in and for the State Texas �$ My Commtsslon Expires July 21,2016 ... ............. EXHIBIT A-Property Description Exhibit B—Permitted Exceptions ESCROW AGENT: REPUBLIC TITLE OF TEXAS INC - 2626 HOWELL ST 10TH FL r DALLAS TX 75204-4064 ti r - CLOSER:DIANA LANSING I' GF#12R11¢45A C114 ` SIGNATURE PAGE TO SPECIAL WARRANTY DEED DAL:0040485/00184:2158336vi Page 5 of 11 EXHIBIT A r: PROPERTY DESCRIPTION LWAL'D--*S+CRIP TI O N BVIN 4.p'arc6l..of land located in the City of Fort Worth, Tarrant County,Texas, a part of the Jose Chirino.SiirveY,Abstract No. 265,and being a part of a called 110 acre tract of land r described-as- racf'II—First Tract in a warranty deed to Christ's Haven for Children as recorded in Volume 556;"1'ae'b75,Tarrant County Deed Records, and being a part of a called 85.75 i tract of land described in.a.warranty deed to Christ's Haven for Children as recorded in Volume 7856, Page 1027;.pd;`e`mg.fprther described as follows: BEGINNING at a•one-half incMi. on set for corner in the north line of said 110 acre tract of land, said corner being theL-_ihteNec*don of the south right-of-way line of Keller Haslet Road (a variable width right-of-way)with-tlie.existing west right-of-way line of Park Vista Boulevard(an existing 55 foot wide right=af'vyay,a'proposed 110 foot wide right-of-way), said point being the northwest corner of a called 0:669"acre_#ta6t of land described as Tract 2,a 55 foot wide right-of- way dedication for Park Vista BdWbard according to the plat of Timberland Section II-A, an addition to the City of Fort Worth as'recordO in Cabinet A, Slide 11816,Tarrant County Plat Records; THENCE along the existing west right nfyw4Y.Tine of Park Vista Boulevard as follows: South 00 degrees 22 minutes 59 seconds Wests:543.16 feet to a one-half inch iron rod set at the southwest corner of said 0.669 acre tract'of,.land,said point being the northwest coiner of a called 0,34$ acre tract of land described as a`55 foot right-of way dedication for Park Vista Boulevard according to the plat of Timberland'Sectigh'IA,-an addition-to the City of Fort Worth as recorded in Cabinet.A, Slide 10591, Tarrant County-Pla`t geeords; South 00 degrees 23 minutes 00 seconds Wesh--1'494:67 feet to a one-half inch iron rod set at the northwest corner of a called 0.833 acre tract of laud d'es rzb.ed in a deed dedication to the City of Fort Worth as recorded in Document Numbei'D2661-55474, Tarrant County Deed Records; Southwesterly,240.84 feet along a curve to the right wl fcl .laas'.a_ceirtral angle of 13 degrees 08 minutes 32 seconds, a radius of 1050.00 feet,a tangelit,crf`120'.95 feet, and whose chord bears South 06 degrees 57 minutes 14 seconds West,240.32 feet-to,.a and-half inch iron rod set for corner; _ Southwesterly,240.84 feet along a curve to the left which has a central:Angle,df 13 degrees 08 minutes 32 seconds, a radius of 1050.00 feet, a tangent of 120.9�'feet;'and_.W-hpse chord bears South 06 degrees 57 minutes 14 seconds West, 240.32 feet to a ont'-.hal •rnch`:zr•.on­ ;, rod set for corner; South 00 degrees 22 minutes 58 seconds West,421.97 feet to a one-half inch-40n rod set at the southwest corner of said 0.833 acre tract of land; EXHIBIT A PROPERTY DESCRIPTION PACE A-1 DAL:0040485(00184:2158336v1 Page 6 of 11 THENCE South 89 degrees 25 minutes 19 seconds East, 55.01 feet to a one-half inch iron rod set at the southeast corner of said 0.833 acre tract of land, said point being in the centerline of Timberland Boulevard(a 110 foot wide right-of-way); THENCE••Santl -00 degrees 22 minutes 58 seconds West, 55.01 feet to a one-half inch iron rod set for,cgrrier:ir[•the south right-of-way line of Timberland Boulevard; THENCJSoutk'QO degrees 20 minutes 22 seconds West, 59.97 feet to a one-half inch iron rod found at••the,ndi-th cst corner of North Oak Addition, an addition to Tarrant County,Texas as recorded it dlxifrie 3'88-82,Page 4,Tarrant County Plat Records; - l THENCE Soath'06 deg ees.p7 minutes 09 seconds West, 831.46 feet to a two inch iron pipe found at the southeast corzi&,of'said 85.75 acre tract of land, said point being in the north right- of-way line of W:Ca�fgr,lioac (a:variable width right-of-way); THENCE North$9 degrees 26uutes 09 seconds West, 138.91 feet along the south line of said 85.75 acre tract of land andl.1164 -themorth right-of-way line of W Caylor Road to a one-half inch iron rod set for corner;: _ THENCE North 00 degrees 34 t�s 5.8-seconds East, 300.00 feet to a one-half inch iron rod set for corner; THENCE North 89 degrees 25 mir ui�S.OZ`secctnds West,350.00 feet to a one-half inch iron rod set for corner; rt THENCE South 00 degrees 34 minutes 58 secodids_Wek, 100.11 feet to a one-half inch iron rod set for corner in the south line of said 85.75 acre bract of.land and in the north right-of-way line of W Caylor Road; THENCE North 89 degrees 26 minutes 09 seconds West;483.33 feet along the south line of said 85.75 acre tract of land and along the north right-of-way liiie•of W Caylor Road to a one-half inch iron rod found at the southeast corner of a called 5.56 acmdract of land described in a warranty deed to Lewis S. Guess,Jr. and wife Mary Guess as`recorded in Volume 3793,Page 606,Tarrant County Deed Records; THENCE North 04 degrees 20 minutes 17 seconds East,417.82,fegC•t6'a onq-half inch iron rod found at the northeast corner of said 5.56 acre tract of land; - THENCE South 88 degrees 55 minutes 56 seconds West, 609.63 feefto- 'one=hal-f inch iron rod found at the northwest corner of said 5.56 acre tract of land, said point being-in thg west line of said 85.75 acre tract of land and in the east right-of-way line of N Caylor Road- variable width right-of-way); THENCE North 00 degrees 17 minutes 15 seconds East, 1087.72 feet along thev.est lin 1,,,nfsaid 85.75 acre tract of land and along the east right-of-way line of N Caylor Road to a-one half-•itich iron rod set for corner; EXMIT A PROPERTY DESCRIPTION PAGE A-2 DAL:0040485(00184:2158336v1 i Page 7 of 11 THENCE South 89 degrees 37 minutes 02 seconds East, 35.00 feet to a one-half inch iron rod set for corner; THENCE North 81 degrees 50 minutes 33 seconds East,207.30 feet to a one-half inch iron rod set for loo nez; THENCE N'¢rth.00 degrees 22 minutes 58 seconds East, 71.98 feet to a one-half inch iron rod set for corner;''' THENCE$ojtt6-79"degrees 33 minutes 37 seconds East,218.07 feet to a one-half inch iron rod set for corner-. 1 THENCE Nordf'09_a6grges:2:3•-mmutes 00 seconds East, 314.31 feet to a one-half inch iron rod set for corner; THENCE South 89 degree-37.•riiinutes 00 seconds East, 141.72 feet to a one-half inch iron rod set for corner; _ THENCE North 00 degrees,23`iiiniites O(}'seconds East,415.00 feet to a one-half inch iron rod set for corner; _ THENCE South 89 degrees 37 minuts-Or s&conds-East, 125.00 feet to a one-half inch iron rod set for corner; THENCE North 00 degrees 23 minutes'00 seconds-East;'670.00 feet to a one-half inch iron rod set for corner; _ THENCE North 89 degrees 37 minutes 00 seepp&'*,..1.20.00 feet to a one-half inch iron rod set for corner; THENCE North 00 degrees 23 minutes 00 seconds East,_93':89 feet to a one-half inch iron rod set for corner in the north line of said 110 acre tract of la_rid-aQ,dnthe south right-of-way line of Keller Haslet Road; - THENCE South 89 degrees 14 minutes 49 seconds East, 94937: eet along the north line of said 110 acre tract of land and along the south line of said Keller HiWef-A.46 l in-the POINT OF BEGINNING and containing 4,197,939 square feet or 96,371 acres of-l' -d. BASIS OF BEARINGS: The Bearings shown hereon are based on t6­15eating§ .shown on the Timberland Phase II-A Addition, an addition to the City of Fort Worth'.as:reaorOdIn Cabinet A, Slide 11816, Tarrant County Plat Records. EXIIIBrr A PROPERTY DESCRIPTION PAGE A-3 DAL:0040485/00184:21583 3 6v 1 i Page 8 of II EXHIBIT B PERMITTED EXCEPTIONS yr _ •- t r•5, - f 1 :h. I L.r EXHIBIT B PERMITTED EXCEPTIONS PAGE B-1. DAL:0040485/00184:2158336v1 Page 9 of II EXUMIT B PERMITTED EXCEPTIONS /1. lvlineral lease, together with all rights privileges and immunities incident _ th6reto;;to Adexco Production Company,as Lessee from Christ's Haven For as Lessor, as evidenced by Memorandum of Oil and Gas Ldase;:'f_iled 05/05/2003,recorded in Volume 16664,Page 83,under cc# #203-157723,,real Property Records, Tarrant County,Texas. i' Second Ameiiomenf of-oil and Gas Lease filed 02/11/2005,recorded in cc# 1)205041.582;-Deal Rroperty Records, Tarrant County, Texas. r: And as noted on the-A•1;TA/ACSM Land Title Survey prepared by Dan B. t Ramsey,R.P.1;.8:No:4.k-�2,under Project No.: HPCO85 for JBI Partners, dated June 12, 2 12.6'd* j st-'revised December 14,2012. ! 2. Mineral lease,together_with all`rlglits privileges and immunities incident thereto,to Quicksilver Rosource,%-Inc., as Lessee from Christ's Haven For € Children, Inc.,as Lessor,-,as.•e'44nTr d by Memorandum of Oil and Gas Lease,filed 08/02/2010,re ar&d in is#-D_i10185717,Real Property Records, Tarrant CountyT.l xas. Ratification,Amendment and Extension of'Oi1-an4..Gas Lease filed 12/16/2010,recorded under cc#D210311521.Deal Property Records, Tarrant County, Texas. ` _ And as noted on the ALTA/ACSM Land Title.Sbrvey prepared by Dan B. Ramsey, R.P.L.S.No. 4172,under Project 14p.'.-T6.008-5-.for JBI Partners, dated June 12,2012 and last revised December 14;2,0+2z, 3. Permanent drainage easement granted by Christ's Tiaven-Vor--Children to the City of Fort Worth, filed 08/16/2005,recorded in cc#-;1)2052-40036,Real Property Records,Tarrant County, Texas and as showii:on;h-e..Al=, -A/ACSM Land Title Survey prepared by Dan B. Ramsey,R.P.L.S�N.d'. 4172,under Project No.: HPCO85 for JBI Partners, dated June 12,2012*,and`last-rrevised December 14,2012. 4. Ten foot(10')wide easement and right of way granted by Christ's Ha-v�=--For Children Inc.to Antero Resources Pipeline,L.P., filed 10/08/2004,mcQi'd in cc#D204315627,Real Property Records, Tarrant County, Texas and•*as... shown on the ALTA/ACSM Land Title Survey prepared by Dan B.Raiiisey- R.P.L.S.No. 4172,under Project No.: BPC085 for JBI Partners, dated JI=' . ' 12, 2012 and last revised December 14,2012. ExmBx 'B PERMITTED EXCEP'T'IONS PAGE B-1 DAL:0040485/00184:2158336v1 Page 10 of 11 5. Twenty foot(20')wide easement and right of way granted by Christ's Haven ' For Children,Inc.to Antero Resources Pipeline,L.P.,filed 07/29/2004, regexd,ed in cc#D204235882, Real Property Records, Tarrant County, i .••T'exag'and as shown on the ALTA/ACSM Land Title Survey prepared by Flan,&'Ramsey, R.P.L.S.No. 4172,under Project No.: HPC085 for JBI =.Partners; dated June 12, 2012 and last revised December 14,2012. _ .. E 6. Fifteeri-fooi(15')underground utility easement granted by Christ's Haven For Children_tp..the City of Keller, filed 04/14/2000,recorded in Volume 14299, Page-1 5-1,,R-e,0 Property Records,Tarrant County, Texas and as shown on the ALTA.'/A'GSMand-'T'itle Survey prepared by Dan B. Ramsey, R.P.L.S.No. 4172,under--Project�To:..HPC085 for JBI Partners, dated June 12,2012 and last revised•'De_6fib x 1,4,;2012. 7. Electric line easei,non't anti right of way granted by Christ Haven For Children Home to Tri-Co u my lectr c,Cooperative, Inc.,filed 10/03/1996,recorded in Volume 12534, Page 94S,tinder cc#,D1996197100,Real Property Records, Tarrant County, Texas Arid as..not d'on the ALTA/ACSM Land Title Survey prepared by Dan B. Rairisey,_R:)I.S.No. 4172,under Project No.: HPCO85 for JBI Partners, dated Ji7r :12;2012'and last revised December 14, 2012. 8. Mineral estate and interest in`coa ignA;e'a'nd other minerals together with all rights,privileges and immunities`thereto described in instrument filed 12/20/1938,recorded in Volume.Y375,Page`91,Real Property Records,Tarrant County, Tex6 and as noted shown on the ALTA/ACSM Land Title Survey prel-5 red.by'Dari B. Ramsey, R.P.L.S.No. 4172,under Project No.: HPC085 for JAI P elated June 12,2012 and last revised December 14,2012. 9. Permanent drainage easement granted by Christ s,Flaven.Fbr Children to the City of Fort Worth,filed 11/13/2003,recorded ilr,,Valume-1-7395,Page 494, under cc#D203425674, Real Property Records,Tarft.Eounty.,, Texas and as shown on the ALTA/ACSM Land Title Survey pre:Pawd...by Dan B. Ramsey, R.P.L.S.No. 4172,under Project No.: HPCO$5-fo :JB1`Partners, dated June 12, 2012 and last revised December 14, 2012:' 10. Twenty foot(20)wide permanent water line easement granted--by•Cllrist's- Haven For Children,Inc. to the City of Southlake, filed 10/13/Z403 •recorded in Volume 17296,Page 347,under cc#D203382897,Real Property Records; Tarrant County,Texas and as shown on the ALTA/ACSM Land Title„ tee -- prepared by Dan B.Ramsey, R.P.L,S.No. 4172,under Project No.: HP,0085=-,-- for JBI Partners, dated June 12, 2012 and last revised December 14,201--2'.'-.. 11. Access easement granted by Christ's Haven For Children to Mary Hickman Guess, filed 07/13/1999,recorded in Volume 13908,Page 248,under cc# EXHIBIT B PERMITTED ExcEPTIoNs PAGE B-2 DAL:0040485/00184:2158336v1 Page 11 of 11 D 19917673 8,Real Property Records,Tarrant County, Texas and as shown on the ALTA/ACSM Land Title Survey prepared by Dan B. Ramsey,R.P.L.S. Ngr�4172,under Project No.: HPCO85 for JBI Partners,dated June 12, 2012 rld.last revised December 14,2012. `,-11-F-6'sem-6t and rights of third parties, if any, as to underground production gas lne,asid, gn as shown on the ALTA/ACSM Land Title Survey prepared by Dan.R.Ralnsey,R.P.L.S,No.4172,under Project No.: I PCO85 for JBI Pa#n6rs7-sated June 12, 2012 and last revised December 14,2012. 13.Protrusian..of fence along Northeast line of subject property as shown on the ALTAIACSM,Land:T'it1e.,Survey prepared by Dan B. Ramsey,R.RL.S.No. 4172,under Pxojecti Nod I ?C085 for JBI Partners, dated June 12,2012 and last revised Decei bor.•_lrl 2f}12. EXHIBIT B PERMITTED EXCEPTIONS PAGE B-3 DAL:0040485/00184:2158336v1 j E i UNANIMOUS WRITTEN CONSENT IN LIEU OF MEETING OF THE BOARD OF DIRECTORS OF HANOVER SERVICES GROUP,INC. The undersigned, being the sole member of the Board of Directors of Hanover Services Group, Inc., a Texas corporation (the "Company"), pursuant to the provisions of Articles 6.052 and 6.201 of the Texas Business Organizations Code, hereby waives notice of the time,place and purpose of a meeting of the Board of Directors of the Company(the "Board of Directors") and does hereby execute this Consent for the purpose of adopting the following resolutions of the Board of Directors to the same extent and to have the same force and effect as the unanimous vote of all of the members of the Board of Directors at a formal meeting of the Board of Directors, duly called and held for the purpose of acting upon proposals to adopt such resolutions. Election of Officers RESOLVED, that the following person be, and he hereby is, elected to the office set forth opposite his name, to serve until the next annual meeting of the Board of Directors and until his successor is elected and qualified or until his earlier death, resignation, retirement, disqualification or removal from office; Ben Luedtke Executive Vice President Ratification RESOLVED FURTHER, that all actions taken by the officers of the Company prior to the date hereof on behalf of the Company are in all respects ratified, confirmed and approved by the Company as its own act and deed, and shall be conclusively deemed to be such corporate act and deed for all purposes. [Signature Page Attached] 1 DAL:0040485/00093.2217852vl r r IN WITNESS WHEREOF, the undersigned, being the sole director of the Company, has executed this Unanimous Consent in Lieu of Meeting of the Board of Directors to be effective as of July 30,2013. RICHARD E. LEBLANC I i E I 2 DAL:0040485/00093:2217852v1 I