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HomeMy WebLinkAboutContract 47118 T REGENDr'e�°SECRETARY OCT 122015 C_.—OMRAC T NO. 3�per,lln civ OF FORT WORTH Cega� G1TY StiGRESARYDOE# STORMWATER FACILITY MAINTENANCE AGREEMENT THIS AGREEMENT, made and entered into this/6 day of September 2015, by and between Winner LLC, a Delaware limited liability company, hereinafter referred to as "Landowner", 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 110.709 acre tract located in the F. Cuella Survey, Abstract 267, Tarrant County, Texas according to the deed recorded as Instrument No. D215125562, 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 Alliance Gateway North Addition, Lot 7, Block 3, hereinafter called the "Plan", which is expressly made a part hereof, as approved or to be approved by the City and the Landowner provides for management of Stormwater within the confines of the Property; and WHEREAS, the City and the Landowner, 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 Landowner, its successors and assigns, the location and dimensions of which is shown and STORMWATER FACILITY MAINTENANCE AGREEMENT OFFICIAL RECORD Rev.12/29/2014 LEGAL_US_W#82625273.1 CITY SECRETARY FT. WORTH, TX more particularly described by metes and bounds in the attached Exhibit "A" ("Facility Property"); and 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, 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 "U', are to be used to establish what good working condition is acceptable to the City. 2. The Landowner, 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 Facility, berms, outlet structure, pond areas, access roads, etc. Components of the Facility, which need maintenance or replacement to perform their design function, shall be noted in the inspection report along with the corrective actions to be taken. 3. The Landowner, 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 STORMWATER FACILITY MAINTENANCE AGREEMENT 2 Rev.12/29/2014 LEGAL—US—W#82625273.1 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, 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. Prior to entering the Property, the City shall provide a twenty-four (24) hour prior written notice to Landowner, unless waived by Landowner. Upon receipt of written notice, Landowner shall make accommodations for the City to access the Property within forty-eight (48) hours, unless waived by the City. At all times, the City shall be escorted onto the Property by Landowner or its authorized agents and employees, unless waived by Landowner. If the Property is ever conveyed to a new owner, these provisions requiring notice and an escort shall become null and void and shall not vest with the conveyance to the new owner unless agreed to in writing by the City prior to the conveyance. In the event of an emergency, as determined by the City in its reasonable discretion, the City or its authorized agents and employees shall not be required to provide prior written notice to Landowner but shall be escorted onto the Facility Property by Landowner or its authorized agents and employees. 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, 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 STORMWATER FACILITY MAINTENANCE AGREEMENT 3 Rev.12/29/2014 LEGAL—US—W#82625273.1 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. 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 making reference to this Agreement. 6. This Agreement imposes no liability of any kind whatsoever on the City. THE LANDOWNER AGREES TO HOLD THE CITY HARMLESS FROM ANY LIABILITY IN THE EVENT THE FACILITY FAILS TO OPERATE PROPERLY. LANDOWNER 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 ABOVE 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 TO PERFORM ANY OTHER DUTIES OR OBLIGATIONS HEREUNDER. 7. Landowner 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 covenants and agrees that no habitable building shall be erected on the above property abutting such STCRM::'ATER FACILITY MAINTENANCE AGREEMENT 4 Rev 12/29/2014 LEGAL—US—W#82625273.1 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. [SIGNATURE PAGE FOLLOWS] STORMWATER FACILITY MAINTENANCE AGREEMENT 5 Re,12/29/2014 LEGAL-US-W#82625273.1 Executed this_7 day of- ugttst2015. l"-- CITY: City of Fort Worth Jesus J. Chapa Assistant City Manager Approved as to Form and Legality Assistant AttorneyCiu.r--51-.-*1-1 ,d�4-ann4 ATTEST jQQ00000004O o d i Secre °o o' er °° ° cY 000000000° NO M&C REQUIRED X44.4 4n 4a LANDOWNER: Winner LLC, 3 a Delaware limited liability c mpany �ega� By: me: Title: 00, lx,& P OFFICIAL RECORD CITY SECRETARY FT. WORTH,TX STORMWATER FACILITY MAINTENANCE AGREEMENT 6 Rev.12/29/2014 LEGAL US_W#82625273.1 STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on O Q 6 by tffl ta, Assistant City Manager of the City of Fort Worth, on behalf of the City of Fort Worth. LINDA M.HIRRLINGER o aryublic, State of Texas iv"I COMMISSION EXPIRES February 2,2018 F. STATE OF TEXAS § COUNTY OF TARRANT § Before me, the undersigned authority on this day of 20_, personally appeared known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that the same is the act of , and that he executed the same as its and as the act of such and for the purposes and consideration expressed in the foregoing instrument. Notary Public, State of Texas STORMWATER FACILITY MAINTENANCE AGREEMENT 7 Rev.12/29/2014 LEGAL_US_W#82625273.1 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TK A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California Countyo�,f / On 1 M I LL` t 5 before me, 1� ►'` " ` (here insert name and title of officer), personally appeared , who proved to me on the basis of satisfactory evidence to be the person(g) whose name(4) is4re subscribed to the within instrument and acknowledged to me that he/she*my executed the same in his/herA-heir authorized capacity(ips� and that by his/her/their signature(4) on the instrument the person(<), or the entity upon behalf of which the person( acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct WITNESS my nd and official seal. Signature C C,-- (Seal) LEAN MCGETTIGAN Commission•2097787 Z@My Notary Public-Caiitomaa a = San Mateo County Comm Expires Jan^ Ot9 LEAN MCGETTIGAN Commission 12097717 N ary Public-C&Mwnia San Mateo County My Comm.Expires Jan 23,2019 OFFICIAL RECORD CITY SECRETARY FT.(NORTH, TX STORMWATER FACILITY MAINTENANCE AGREEMENT 8 Rev.12/29/2014 LEGAL—US—W#82625273.1 ape r,C Legal EXHIBIT "A" LEGAL DESCRIPTION [Attached] STORMWATER FACILITY MAINTENANCE AGREEMENT 9 Rev,12/29/2014 LEGAL-US-W#82625273.1 r, `. EXHIBIT"A" tftllb� Description of Three Tracts of Land Tract 1 BEING a tract of land situated in the F. Cuella Survey,Abstract Number 267,City of Fort Worth,Tarrant County,Texas,being a portion of Lot 7,Block 3,Alliance Gateway North an addition to the City of Fort Worth recorded in Instrument Number D215150766,County Records,Tarrant County,Texas and being more particularly described by metes and bounds as follows: COMMENCING at a 5/8 inch iron rod found at the southwest comer of Lot 6,Block 3 of said Alliance Gateway North,being the most easterly southeast comer of Lot 41t,Block 3,Alliance Gateway North,an addition to the City of Fort Worth recorded in Instrument Number D209069793 said County Records, from which a 5/8 inch iron rod found bears S 71°51'00"W, 445.20 feet; THENCE S 20058'08"W, 168.74 feet to the POINT OF BEGINNING,the beginning of a non- tangent curve to the right; THENCE with said curve to the right, an arc distance of 73.93 feet,through a central angle of 42°21'32",having a radius of 100.00 feet,the long chord which bears S 87°07'21"E,72.26 feet; THENCE S 65056'35"E, 32.13 feet to the beginning of a curve to the right; THENCE with said curve to the right, an arc distance of 73.25 feet,through a central angle of 94018'21",having a radius of 44.50 feet,the long chord which bears S 18047'24"E,65.25 feet to the beginning of a curve to the left; THENCE with said curve to the left,an arc distance of 66.16 feet,through a central angle of 38°36'35",having a radius of 98.18 feet,the long chord which bears S 09°03'29"W,64.92 feet; THENCE S 09°52'53"E,335.14 feet to the beginning of a curve to the right; THENCE with said curve to the right,an arc distance of 41.70 feet,through a central angle of 95°34'16",having a radius of 25.00 feet,the long chord which bears S 37054'1 5"W,37.03 feet; THENCE S 85041'23"W, 116.68 feet to the beginning of a curve to the right; THENCE with said curve to the right,an arc distance of 67.64 feet,through a central angle of 65007'49",having a radius of 59.50 feet,the long chord which bears N 61044'43'V,64.05 feet; THENCE N 29°10'48"W,395.74 feet to the beginning of a curve to the right; Peloton Job No.WIN 15001 Tracking No.N/A Facebook July 17,2015 G:VOB\WIN15001—ERNSMLTR\LEGAL\WIN15001_EX9.DOCX Page 1 of 7 THENCE with said curve to the right,an arc distance of 88.03 feet,through a central angle of 100°52'41",having a radius of 50.00 feet,the long chord which bears N 21°15'32"E,77.09 feet; THENCE N 71041'52"E,200.86 feet to the Point of Beginning and containing 132,875 square feet or 3.05 acres of land more or less. Tract 2 BEING a tract of land situated in the F. Cuella Survey,Abstract Number 267,City of Fort Worth,Tarrant County,Texas,being a portion of Lot 7,Block 3,Alliance Gateway North an addition to the City of Fort Worth recorded in Instrument Number D215150766,County Records,Tarrant County,Texas and being more particularly described by metes and bounds as follows: COMMENCING at a brass monument found at the most easterly southeast corner of said Lot 7, Block 3,being in the north right of way line of Alliance Gateway Freeway, State Highway 170,a variable width right-of-way)recorded in Volume 9882, Page 707 said County Records; THENCE S 33052'08"W, 95.68 feet with said north right-of-way line to a 5/8 inch iron rod found at the beginning of a curve to the left; THENCE with said north right-of-way line and curve to the left,an arc distance of 143.70 feet, through a central angle of 02°29'58",having a radius of 3,294.04 feet,the long chord which bears S 61*4l'0T'W, 143.69 feet to a Brass monument found at the beginning of a curve to the left; THENCE continuing with said north right-of-way line and curve to the left,an arc distance of 955.90 feet,through a central angle of 04°46'16",having a radius of 11,479.16 feet,the long chord which bears S 58°08'59"W,955.62 feet to a Brass monument found; THENCE S 55045'l 5"W,430.04 feet with said north right-of-way line,from which a brass monument found bears S 55°45'15"W,29.74 feet; THENCE N 34014'45"W, 157.66 feet departing said north right-of-way line to the PONT OF BEGINNING; THENCE N 29°10'48"W,398.33 feet to the beginning of a curve to the right; THENCE with said curve to the right,an arc distance of 119.03 feet,through a central angle of 114°37'16",having a radius of 59.50 feet,the long chord which bears N 28°07'49"E, 100.16 feet to the beginning of a curve to the left; 0 THENCE with said curve to the left,an arc distance of 567.20 feet,through a central angle of 02°08'49",having a radius of 15,137.04 feet,the long chord which bears N 83°48'00"E,567.17 feet to the beginning of a curve to the left; Peloton Job No.WIN15001 Tracking No.N/A Facebook July 17,2015 G:ITOB\WIN15001_ERNST\SUR\LEGAL\WIN15001_EX9.DOCX Page 2 of 7 THENCE with said curve to the left,an arc distance of 207.09 feet,through a central angle of 03058105",having a radius of 2,990.21 feet,the long chord which bears N 80044'34E,207.05 feet; THENCE S 30004'45"W,244.10 feet; THENCE N 27°18'31W, 102.14 feet; THENCE S 61°11'09"W,25.00 feet; THENCE S 27°18'31"E, 141.46 feet; THENCE S 61°11'09"W, 80.03 feet; THENCE N 27°18'31"W, 141.52 feet; THENCE S 61°11'09"W,20.00 feet; THENCE S 27°18'31"E, 141.52 feet; THENCE S 61°11'09"W, 85.03 feet; THENCE N 27°18'31"W, 141.97 feet; THENCE S 61°11'09"W,20.00 feet; THENCE S 27°18'31"E, 141.97 feet; THENCE S 61°11'09"W, 84.30 feet; THENCE N 27°18'31"W, 141.96 feet; THENCE S 61 01 1'09"W,20.18 feet; THENCE S 27°18'31"E, 141.94 feet; THENCE S 61°11'09"W, 84.54 feet; THENCE N 27°18'31"W, 141.67 feet; THENCE S 61°11'09"W, 21.50 feet; THENCE S 27°18'31"E, 141.83 feet; THENCE S 61°11'09"W, 149.45 feet to the Point of Beginning and containing 218,404 square feet or 5.01 acres of land more or less. Peloton Job No.WIN15001 Tracking No.N/A Facebook July 17,2015 G:UOB\WIN15001_ERNSTISUR\L,EGAL\WIN15001_EX9.DOCX Page 3 of 7 Tract 3 BEING a tract of land situated in the F. Cuella Survey,Abstract Number 267, City of Fort Worth,Tarrant County,Texas,being a portion of Lot 7,Block 3,Alliance Gateway North an addition to the City of Fort Worth recorded in Instrument Number D215150766,County Records,Tarrant County,Texas and being more particularly described by metes and bounds as follows: COMMENCING at the southeast corner of Park Vista Boulevard(a 60 foot right-of-way) recorded in Instrument Number D208240791,said County Records,being in the north right-of- way line of Alliance Gateway Freeway,State Highway 170(a variable width right-of-way) recorded in Volume 9882, Page 707 said County Records; THENCE S 78010'44"E, 103.11 feet to the POINT OF BEGINNING,the beginning of a curve to the right; THENCE with said curve to the right,an arc distance of 84.10 feet,through a central angle of 50°43'14",having a radius of 95.00 feet,the long chord which bears N 35°19'06"W, 81.38 feet, THENCE N 09057'29"W,256.34 feet; THENCE N 03046120"W,95.53 feet; THENCE N 88027'4TE,269.66 feet; THENCE N 40035'07"E, 184.12 feet; THENCE S 29015'57"E, 160.06 feet; THENCE S 35012'1 T'E, 93.94 feet; THENCE S 29010'48"E,73.68 feet; THENCE S 60049'12'V,6.01 feet; THENCE S 19054'25"W, 15.27 feet; THENCE S 60049'12"W,78.95 feet; THENCE N 29°10'48"W, 135.07 feet; THENCE S 60049'12'V, 18.00 feet; THENCE S 29010'48"E, 137.05 feet; Peloton Job No.WIN15001 Tracking No.N/A Facebook July 17,2015 G:\IOB\WIN15001 ERNST\SUR\LEGAL\WIN15001_EX9.DOCX Page 4 of 7 THENCE S 39041'20"W,22.26 feet; THENCE S 60049'12"W,65.49 feet; THENCE N 29°10'48"W, 145.07 feet; THENCE S 60049'12"W, 19.00 feet; THENCE S 29°10'48"E, 145.07 feet; THENCE S 60049'12'W, 85.50 feet; THENCE N 29°10'48"W, 145.07 feet; THENCE S 60049'12'-W, 19.00 feet; THENCE S 29°10'48"E, 151.95 feet; THENCE S 34015'l 8'W, 6.99 feet; THENCE S 60°49'12"W, 80.25 feet; THENCE N 29010'48"W, 160.07 feet; THENCE S 60°49'12"W,20.00 feet; THENCE S 29010'48"E, 164.13 feet; THENCE S 60010'17"W, 82.08 feet to the beginning of a curve to the right; THENCE with said curve to the right,an arc distance of 30.65 feet,through a central angle of 58032'11",having a radius of 30.00 feet,the long chord which bears N 89054'43"W,29.33 feet to the Point of Beginning and containing 160,739 square feet or 3.69 acres of land more or less. Peloton Job No.WIN15001 Trackung No.N/A Facebook July 17,2015 G:\TOB\WIN15001_ERNSMLTR\LEGAL\WIN15001_EX9.DOCX Page 5 of 7 is Basis of Bearing is the Texas Coordinate System North Central Zone 4202,NAD 83 C1 R =0 = 42.21 21,32" 100. ' IRF . Iron Rod Found I L = 73.93' 3 "Integralparts of this document" i LC= S87.0721'E N 1.Description 1 72-26' 400 2.Exhibit 1 LOT 6 0 200 1 BLOCK 3 C2 Q = 38.36'35" P Alliance Gateway North R = 98.18` Lot 4R, Block 3 I L = 66.16-- GRAPHIC SCALE IN FEET Inst. • 0209069793 ' Lc= so9•o3 29p w C.R.T.C.T. i �/) 64.92' \ $ Point Of COmmenang ° r C3 Q = 95.34'16' C4 0 = 65.07`49" t\ Trach Fri R = 25.00' R = 59.50' Drainage Easement L = 41.70' L = 67.64' \ Inst.• 0215125564 LC= 537.54'15'W LC= N61.44'43"W t C.R.T.C.T. 37.03' 64.05 \�� S696 W35"E C5 A= 100.52'41" % A -�F (Point of Beginning 32.13' L = 88.0' �,or Tradl � A • 94.18.21" ALLIANCE GATEWAY 1-c= N 7 .15 ;32'E 10 C5 ZQQ R • 44.80' NORTH 77.0099 1 0 C2 Lis 47 C' S '24"E INST.- D215150766 68.28' C.R.T.C.T. �. cu!`-i>s ��a aeT l �. LOT 7 t►dst�A�t ;a) Tract 1 BLACK 3 �� 3.05 Acres N A • 03.58'05" �a 4& ' 02.08'49" R • 2.990.21' R ' 15.137.04' L ' 207.09' + u" L • 567.201 LC' N806 44'34"E i n LC- N83.48'00"E 207.05' Point o f 585.41'23"`M 567.17' COM-= Trod 2 n C4 / C3 Mb �tAs5�I-+ AION.FNO. L 1 N 27•18'31'W. 102.14' 0 • 114'37'18" Tract 2 1 o ryM~� S3�5 L2 S 61.11'09'W. 25.00' R • 59.50' 5.01 Acres L3 S 27@18'31'E. 141.46' L ' 119.03' L3 RF L4 N 27.18'31'W. 141.52' LC- N28.07'49"E L5 S 61.11'09'W. 20.00' 100.16' L4 BRASS L6 L6 S 27.18'31'E. 141.52' L6 -, L7 S 61.11'09'W. 85.03' L8O� A •022958 1-8 N 27.18'31'W. 141.97' L10 �°�CO'� R -3294.14' L9 S 61.11'09'W. 20.00' L1 L11 �� L -143.70' Lt0 S 27'18 31 E. 141.97 ^4 LC'S6r4rO71K 1-11 N 27.18'31'W. 141.96' Ada �1� 14369' L12 S 61.11'09'W. 20.18' L17 L15 �' '� A '04'46'16' L13 S 27.1 B'31 RE. 141.94' 8A' BRA Sg R .IIR9J6' L14 S 61'11 09 W. 84.54 �' MONS6. L •955-W L15 N 27.18'31"W. 141.67' (Point o �•'41 LC•S5t3 W59'W a L16 S 61.1i'09'W. 21.50' L17 S 27.18'31'E. 141-83' Beginning �1.9 Ay Ago 95562' Trod 2 n i i i S55'45'I5V..... 0 29.74' ' MON BRASS 0 *N AN AN EXHIBIT SHOWING -40 -10 900CTracts 1 and Tract 2 1 110 Situated in the F. Cuello Survey, I�! t P E LOTO N Abstract Number 267, LAND SOLUTIONS City of Fort Worth, Tarrant County, Texas 676110t0a®l Oft MINI NE"fik Tx7W41H7•1124M JOB#WIN15001 1DRAWN BY:W.Blades CHECKEDBY:T.Bridges DATE:7.14.2016 IPAGE#Baf7 n Defowt IfW2010 3.30.2;3 m Basis of Bearing is the Texas Coordinate System r, North Control Zone 4202,NAD 83 y IRF - Iron Rod Found j 3 "Integral parts of this document" 1.Description I lel u 2.Exhibit I 0 200 400 I j 8up��daa� GRAPHIC SCALE IN FEET a i f.cVAC�leV�se� o C1 A - 50.43'14" L1 S 60949'12'W. 6.01' R 84'10 C o I L2 S 60.49'12'W. 18.00' LC- N35'19'06"W N L3 S 29'10'48'E. 137.05' 81.38' > 100i L4 S 39.41'20'tf. 22.26' Lai 0a I o L6 S 60L5 S .49,12,M. 19.001 C2 e - 58.32'11" ALLIANCE GATEWAY R - 30.00' O ° I L7 S 29.10'48'W. 145.07' ao I -s I NORTH 1.9 S 60'49'12'W. 85.50' LC- N89'654'43"W � i INST.s D215150766 L10 S 29"10'48'E. 15 S 60049'12'W. 1.95 ' 29.33' W I oI C.R.T.C.T. 1.11 S 34015'18'W. 6.99' > L12 S 60.49'12'W. 80.25' LOT 7. L13 S 60.49'12'W. 20.00' o f BLOCK 3 L14 S 60.10'17'W. 82.08' I ' ol Imo , �o NBS-27-47"E I 269.66' ' I S35°1217"1 NO3-46-20 93.94' f 95.93' Tract 3 3.69 Acres S290 10-48--E S88'56'03'E 73.68' `.••2250' 'S19°54'25"W ON.FHo. 15.27' L4 S60'49'12'V 78.95' ' w ftint of Commencing Trod 3 �iRr i w S7870'44E- :` Com, ` P Q `10� o q T i 103JP Point 7 PyL S nae 9g� �°'�. °t,°� � Get,. Trod 3 �. O N � T A. ®RODCS , 4 4p p a AN EXHIBIT SHOWING Tract 3 Il��I P E LOTO N Situated in the F. Cuella Survey, Abstract Number 267, II LAND SOLUTIONS City of Fort Worth, Tarrant County, Texas 5751 M 9M MI TX?U",s17,m4w JOB 0 WIN15001 DRAWN BY: W.Blades .CHECKED BY: T.Bddges DATE.: .20 7.141b PAGE#7 of 7 n _ nu ur\ _ x Aqn Defoult 7/15/2015 5-34-50 PM omw HINON AVM31VE)30NVIIIV .: -P"-00 C)10018'L'8 9'big S101 -MA AN—* :101V-W WNIA V N01013d 1101 lw" ' iso fill I A 1'. , Pf !rl 54 F �n ri 51 r2 w 1155- q 4Z ;rj IF 5 Otel ;j. ih; KY 14 'lips'16-1 ya 9-1i- , lig I_V F p p Is V; d4 Ink, CD < oil W. 16 to ad ffi."AtAw A 6-6 z S 114 < Wassi.is oo as .tk. 88 gx p N at ONVA3WO VISIA )EWd -Did We 015% mpg P !t ju P Ai 1 A leg P 4r' s ger,Cin EXHIBIT"B" DESIGN SPECIFICATIONS [Attached] STORMWATER FACILITY MAINTENANCE AGREEMENT 1 Q Rev.12/29/2014 LEGAL-US-W#82625273.1 Iwo m ¢ � � m � U _ z W u LO / $ w v� 10� g99 1 r O `C IN LL w9 I Q W \ ®. H� 5p� � Lu a oQ aw o I ~ Q-Z) wZ 0 og --- .. 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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 Rev.12129/2014 LEGAL-US-W#82625273.1 3,oer,L<<1 �ega� 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 guard I nratinn of Erosion MAJOR INSPECTIONS Condition of Stormwater Quality Structure Type of Stormwater Quality Structure Structure type and Condition Condition of Rip- Ra STORMWATER FACILITY MAINTENANCE AGREEMENT 2 Rev.12/29/2014 LEGAL-US-W#82625273.1 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 Rev.12/29/2014 13 LEGAL—US—W#82625273.1 Page 1 of 21 SPECIAL WARRANTY DEED C OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, O REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING T N FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN A R P RTY EFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: Y U C EC TY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. THE ST E S § COUNTY O A § THAT, t, L.P., a Texas limited partnership ("Grantor"), for and in consideration o m $1 .00 cash in hand paid by Winner LLC, a Delaware limited liability company ( Gr teeoFNdress is 1 Hacker Way, Building 10, Menlo Park, California 94025, A n ' • R s heXounsel, and other good and valuable consideration,the receipt and sufficien c e hereby acknowledged by Grantor, has GRANTED, BARGAINED, SOLD an O E d by these presents does GRANT,BARGAIN, SELL and CONVEY unto Grant ,t c tr ct of real property situated in Tarrant County, Texas, and described in Exhibit "A' att er to ade a part hereof for all purposes, together with all and singular the right , rnvll s ere ents, and appurtenances pertaining to such real property, including any and ove nts and fixtures currently attached to and located thereon(the "Property"). There is hereby reserved for Grantor an ran su cessors and assigns, all of Grantor's interest in the water (including, without li atio , un gr d water from any and all depths and geological formations, surface water, iff fac flow and runoff, and harvested rain water, and all of the water rights associate with th y, including any and all permits issued by the Northern Trinity Groundwater ons at' strict and any and all permits, licenses or other governmental authorizations relat d su er), oil, gas and other minerals that are in, on and under the Property and that may a uc from it (all of which interests are excluded from the definition of"Pro a ");provided, , anto ereby waives and forever releases and relinquishes for Grantor and Grantor's succe or d ss gns, any and all rights of ingress and egress over the surface of the Property or p s, including, without limitation, for the purpose of mining, drilling, exploring, elo r pr ucing the water, oil, gas or other minerals. Notwithstanding anything to the contrary, thi shall be construed as preventing Grantor and Grantor's successors and assigns from ing or' f r,developing or producing the water, oil, gas and other minerals in and under t ro r ds pooled or unitized therewith, by pooling or by wells drilled and other subsurfa atio in d under the Property (including, without limitation, directional or horizontal drillin tec 1 s, ing and other completion operations)originating from surface locations not on the a by y other method that does not require ingress and egress over the surface of the Prop r e 'se use the surface of the Property; rop vided, however, that any well bore for any oil or as at ers the subsurface of the Property shall be at a depth of at least one thousand fi dre ,5 ) feet below the surface of the Property. All future leases or conveyances of all o an of e oil, gas and other minerals herein reserved by Grantor shall be subject to and b de e foregoing surface waiver and other provisions and automatically shall be construe am Special Warranty Deed--Page 1 19124213 — ---- --- ------ ' Page 2 of 21 �r tr tual waiver by the lessee or grantee thereunder (as applicable) of all rights to enter upon th f of the Property, subject to the provisions hereof. The foregoing provisions shall be a o n running with the Property binding upon any party owning an interest in any such ese rats and inuring to the benefit of, and directly enforceable by, all future owners of an f the surface estate of the Property. is v yanc is being made by Grantor and accepted by Grantee subject to the in c ' ed in its "B" and "C" respectively, attached hereto and incorporated herein by refe a y,th "Permitted Exceptions"). TO OLD the Property, together with, all and singular, the rights and appurtenant ere in ywise belonging, to Grantee and Grantee's successors and assigns forever; and ect ermitted Exceptions, Grantor does hereby bind Grantor and Grantor's succe s d ign to warrant and forever defend, all and singular, the Property unto Grantee and G an e's c ss o d assigns, against every person whomsoever lawfully claiming or to clai part thereof by, through or under Grantor, but not otherwise, subject to ed ceptions. Grantee acknowle t or the special warranty of title contained in this Deed and as expressly otherwise s t f h c5tdkContract of Sale dated June 1, 2015, by and between Grantor and Grantee en d d agned, the"Contract"), neither Grantor nor its representatives have made an p n ns or warranties as to the Property or its environmental or physical condi ti , u which Gr a has relied. GRANTEE HEREBY ACCEPTS THE PROPERTY ITS PRE T ONDITION ON AN "AS IS", "WHERE IS"AND"WITH ALL FAULTS" ASI . Grantee acknowledges, on behal of sel d ' s successors and assigns, that the Property is located in the vicinity of Fort Wo All'an t, and may therefore be subjected to passage of aircraft over the Property, above r noise vets, vibration, fumes, dust and particulate matter resulting from the public and priv to& su h airport. Concurrently with the execution and delive her ran and Grantee are entering into that certain Right of First Refusal Agreement dated o or t t e date hereof(the "Right of First Refusal Agreement"), pursuant to which Grant s all h a ight of first refusal in certain circumstances on certain portions of the Property, in e p c arly described in the Right of First Refusal Agreement. At such time as any po 1, of a operty becomes a Developed Site (as defined in the Right of First Refusal Ag em t r is First Refusal Right (as defined in the Right of First Refusal Agreement) shall erm rminated with respect to such portion of the Property without the need for any actio Grantor or Grantee. Following the permanent termination of Grantor's First Re a1 s t any portion of the Property, Grantor shall, within fifteen (15) days after writt r est om Grantee, execute a recordable release of Grantor's First Refusal Right in form r so acc table to Grantor with respect to such portion of the Property. If Grantor fails to a cut a properly completed recordable release of Grantor's First Refusal Right pecs ch portion of the Property in a form reasonably acceptable to Grantor within suchft Z period, Grantee shall be entitled to provide Grantor with a second request(the "S co 0 , e" , which shall state in 12-point Times New Roman font at the top of such reques A SSRecial Warranty Deed--Page 2 19124213 Page 3 of 21 D NOTICE OF REQUEST TO RECORD A RELEASE OF GRANTOR'S FIRST RF,RVS L RIGHT- FAILURE TO RESPOND TO THIS REQUEST MAY RESULT IN A A BEING RECORDED WITHOUT GRANTOR'S APPROVAL". If Grantor has not eas ected to the proposed form of release or if Grantor fails to execute and return a o rly p eted recordable release of the First Refusal Right with respect to the applicable p io of e o within fifteen (15) days following receipt of the Second Notice, Grantee sh 1 ent to unil erally file a memorandum of record in the Real Property Records of Tarr y, Te firming that such permanent termination has occurred, and such memor u a concl ively relied upon by all interested parties as to the termination of Grantor' rst al g a to such portion of the Property- [signature on following page] C> i Special Warranty Deed--Page 3 19124213 Page 4 of 21 f �Y Y EXECUTED to be effective as of the day of June,2015. GRANTOR: AIL INVESTMENT,L.P., a Texas limited partnership By: AIL GP, LLC, a Texas limited liability company, its general p eerr/ By: r�7 G4K Name: Title: THE STATE OF T COUNTY OF TARRAN This instrument ac ed e e me on June , 2015, by f AIL GP, LLC, a Texas limited liability company, as ieneral p r o IL Investm L.P., a Texas limited partnership, on behalf of said limited partnership. ck� /1�0(flff A-Z.«„wn JESSICA K.WALLACE State f Texas ' I Pwory Publla State of Texas +;e My Commission Expires May 13,1018 -SM Republic Title of Texas, file. 2626 Howell St., 10th Floor Dallas. TX 75204 Sneoial Warranty Deed--Page 4 1912421_3 Page 5 of 21 I Exhibit"A"to Deed Legal Description DESCRIPTION OF 110.71 ACRES B G f la ated in the F. Cuella Survey, Abstract Number 267, Tarrant County, Texas an i ion f two tracts of land described by deed to AIL Investment, L.P., recorde i o1 a 13 age 195 (Tracts 12 and 13), County Records, Tarrant County, Texas,being re scribed by metes and bounds as follows: BEGINNIN at no a comer of Lot 10, Block 3, Alliance Gateway North, an addition to the City of Fort corde ' Instrument Number D208290670, in the south line of Lot 4R, Block 3 Alliance G w N rt antion to the City of Fort Worth recorded in Instrument Number D2090697 o d Records; THENCE S 89056'01"E,3 .25 e THENCE S 00004'42"W, Owe , fTHENCE S 89055'36"E,602.7 et; THENCE N 7105 l'OO"E, 445.20 fe ; THENCE N 62028'25"E,296.66 feet; THENCE N 90000'00"E, 1055.55 feet to th be ' g of curve to the right; THENCE with said curve to the right, an arc a of 6 . 9 feet, through a central angle of 41°14'47", having a radius of 95.00 feet, the Ion chc bears S 69°22'37"E, 66.92 feet to the beginning of a curve to the left; i THENCE with said curve to the left, an arc distance o 94 et through a central angle of 38°19'47", having a radius of 141.00 feet, the long c or whi S 67055'07"E, 92.58 feet; THENCE S 87005'00"E, 103.97 feet to the beginning of a curve o r' t; I THENCE with said curve to the right, an arc distance of 200.88 a ugh entral angle of 05°55'58", having a radius of 1940.00 feet, the long chord which s S 9'4 "E, 200.79 feet; THENCE S 05015'42"E,237.77 feet; THENCE S 33052'08"W,95.68 feet to the beginning of a curve to the left; I EXHIBIT"A"to Deed --Page 1 Page 6 of 21 r E with said curve to the left, an are distance of 143.68 feet, through a central angle of 02 7",having a radius of 3294.04 feet,the long chord which bears S 61°40'59"W, 143.67 e o beginning of a curve to the left; C wit said curve to the left, an arc distance of 955.90 feet, through a central angle of ° '1 ', avin radius of 11479.16 feet, the long chord which bears S 58°08'59"W, 95 .6 t; THENC 550 , 4 .78 feet to the beginning of a curve to the right; THENC wi sai right, an arc distance of 1237.97 feet, through a central angle of 09°18'33 ' i a r ius of 7619.44 feet, the long chord which bears S 60°24'08"W, 1236.61 feet; THENCE S 65°04'3 " 9 .64 feet tt he beginning of a curve to the left; THENCE with said e o le , an arc distance of 392.71 feet, through a central angle of 05°51'36",having a rad' of feet,the long chord which bears S 62°07'36"W, 392.54 feet; THENCE S 5901 1'47"W, 15 11 e ; THENCE S 89°11'47"W, 80.00 THENCE N 36010'14"W, 86.37 feet; THENCE N 00004'l TV,20.00 feet to th gi ng a c e to the left; THENCE with said curve to the left, an dis .72 feet, through a central angle of 12038'40", having a radius of 760.00 feet, the on rho wh'ch bears N 06°10'12"W, 167.38 feet to the beginning of a curve to the right; THENCE with said curve to the right, an are is .11 a t, through a central angle of 12°33'05", having a radius of 740.00 feet, the long cho w .c e N 06012'59"W, 161.78 feet; THENCE N 00003'31"E, 1482.86 feet to the beginning of a cury o , THENCE with said curve to the right, an arc distance of 89. et, t central angle of 11°58'07", having a radius of 430.00 feet, the long chord whic 06 '35"E, 89.66 feet to the beginning of a curve to the left; THENCE with said curve to the left, an arc distance of 102.36 feet, o cen al angle of 11'58'07", having a radius of 490.00 feet, the long chord which bears 0 2' 2.17 feet; THENCE N 00001'34"E, 425.60 feet; THENCE S 89056'45"E, 232.00 feet; EXHIBIT"A"to Deed --Page 2 I Page 7 of 21 E N 00001'18"E, 115.00 feet to the Point of Beginning and containing 4,822,528 square f r 1 0.71 acres of land more or less. EXHIBIT"A"to Deed --Page 3 --- ---- Page 8 of 21 Exhibit"B"to Deed Permitted Exceptions 1 The Ii for 2015 ad valorem taxes not yet due and payable. 2. stri ov ants described in instrument filed 06/19/1995, recorded in Volume 1 Pag Real Property Records,Tarrant County, Texas. As affected by S le eel tion filed 11/28/2007, recorded in cc# D207420746, Real Property ec s, an , Texas. 3. Ease a ted y E. B. Cartwright Trust to Lone Star Gas Company, filed 10/11 19 , r r Volume 5126, Page 98, Real Property Records, Tarrant County, Texas. 4. Easement gr to rreeway Ltd.to Enserch Corporation, filed 12/05/1990, recorded in Vo 1 age 1253, Real Property Records, Tarrant County, Texas. As affected by P ial le e i d 05/04/1991, recorded in Volume 10256, Page 525, Real Property Reed s arr o ' ty,Texas, as shown on survey of Dustin D, Davison, R.P.L.S. No. 6451, da ed 0 , 1 r ised 06/09/2015 (the"Survey"). 5. Limited or lack of acces d ighway abutting subject property as set forth in instrument filed 03/29/1990, rec ed in Vol 82, Page 707,Real Property Records, Tarrant County, Texas. 6. Underground Water and Sanitar Se r L' sement Agreement between from Hillwood/Freeway Ltd. to the City Fo ort led 07/03/1997, recorded in Volume 12822, Page 330, Real Property Re rds ounty, Texas, as shown on the Survey. 0 7. Easement granted by AIL Investment, L.P. the C' Worth, filed 06/06/2008, recorded in cc# D208215365, Real Property eco s, ant ounty, Texas, as shown on the Survey. 8. Easement granted by AIL Investment, L.P. to City rt filed 06/06/2008, recorded in cc# D208215366, Real Property Records, arr t Texas, as shown on the Survey. 9. Easement granted by AIL Investment, L.P. to City of Fort o led 6/06/2008, recorded in cc# D208215367, Real Property Records, Tarrant , T as, s shown on the Survey. 10. Easement granted by AIL Investment, L.P. to City of Fort Worth, e 06/ 2 8, recorded in cc# D208218111, Real Property Records, Tarrant County, T x , a o on the Survey. EXHIBIT"B"to Deed --Page I Page 9 of 21 Easement granted by AIL Investment, L.P. to City of Fort Worth, filed 06/24/2008, r orded in cc# D208241729, Real Property Records, Tarrant County, Texas, as shown the Survey. m t granted by AIL Investment, L.P. to City of Fort Worth, filed 07/15/2008, rec d in D208274279, Real Property Records, Tarrant County, Texas, as shown n t ey. 13. rm ro sions co ditions, easements,obligations, assessments and liens contained in i fi d 95, recorded in Volume 11999, Page 1, Real Property Records, Tarr t C nt a As affected by Supplement to Declaration filed 11/28/2007, recor i e# 07420746, Real Property Records, Tarrant County, Texas. Together with an an ppo g documents thereto. 14. Water and all r' h p ' le s and immunities incident thereto conveyed to Independence ate L. . in ater Deed filed 03/23/2012,recorded in cc# D212071254, Real Property Reco , T ounty, Texas. As affected by Waiver of Surface Rights and Partial Rele t led 06/04/2015, recorded in cc# D215118458, Real Property Records, antero exas 15. Title to all coal, lignite, il, d o er minerals in, under and that may be produced from the land, together wi ni s, privilege and immunities relating thereto, all of such interest, to the extent previousl ese ed or conveyed, being reserved or conveyed in instrument filed 02/04/20 ,rec o ed ' Volume 16369, Page 197, Real Property Records,Tarrant County, ex s affected by instrument filed / /2015,recorded as cc# 15 S , Real Property Records, Tarrant County,Texas. 16. Mineral lease, together with all rights, ivK ge d immunities incident thereto, to Chief Resources LLC from Nortex Min 1 , evidenced by Memorandum of Oil and Gas Lease, filed 05/20/2008, rec c# 08187570, Real Property Records, Tarrant County, Texas. Amendment to it a Lease filed 08/11/2008, recorded in cc# D208313581, Real Propert ecor ant County, Texas. Memorandum of Lease Agreement filed 08/29/20 rec de n c D208339066, Real Property Records, Tarrant County, Texas_, as ec instrument filed /__/2015,recorded as cc# D215 1 2 S Ca Re pe Records, Tarrant County, Texas.. 17. Mineral estate and interest in coal, lignite, oil, gas and othe i og r with all rights, privileges and immunities thereto described in ins nt f 02 1/1984, recorded in Volume 7733, Page 448,Real Property Records, n o Texas. Mineral Deed and Assignment filed 07/03/2006, recorded in cc# 20 eal Property Records,Tarrant County, Texas. 18. Mineral estate and interest in coal, lignite, oil, gas and other minerals to et 1 G rights, privileges and immunities thereto described in instrument filed 98 EXHIBIT"B"to Deed --Page 2 Page 10 of 21 recorded in Volume 7836, Page 94, Real Property Records, Tarrant County, Texas (this ception is limited to the Northwest corner of the subject property). 9. lease, together with all rights, privileges and immunities incident thereto, to f oldings LLC from Jean Cartwright Dickson, as evidenced by Memorandum of Oi G ' eral Lease, filed 04/10/2003, recorded in Volume 16581, Page 43, Real ro Reco ds Tarrant County, Texas. Lease Extension Agreement filed 02/17/2004, C ed in c 04049725, Real Property Records, Tarrant County, Texas (this ce . n t invited t the Northwest corner of the subject property). 20. Min 11 e, g with all rights, privileges and immunities incident thereto, to Chie of ' gs from Jerome Cartwright, as evidenced by Memorandum of Oil, Gas and Mi ral , file 04/10/2003, recorded in Volume 16581, Page 44, Real Property Records, t ty, exas Lease Extension Agreement filed 02/17/2004, recorded in cc# D20 4 2 ey Records, Tarrant County, Texas (this exception is limited to the orth es orn f the subject property). 21. Mineral lease, to t 1 ' hts, privileges and immunities incident thereto, to Chief Holdings L fr e C ght Pitt Family Trust, as evidenced by Memorandum of Oil, Gid se, filed 04/10/2003, recorded in Volume 16581, Page 45, Real ro ec Tarrant County, Texas. Lease Extension Agreement fled 02/17/2 rec ed in cc# 204049723, Real Property Records, Tarrant County, Texas (this ption is li ed the Northwest corner of the subject property). 22. Mineral lease, together with all r hts, ri ges d immunities incident thereto, to Chief Holdings LLC from Victoria C. a and Bank of America, N.A. Trustee described in instrument filed 09/04/2 a rded i Volume 17143, Page 50, Real Property Records, Tarrant County, Texas. a xt ns on Agreement filed 03/25/2004, recorded in cc# D204090862, Real Pro cor s, Tarrant County, Texas (this exception is limited to the Northwest corner he t prrty). 23. Mineral lease, together with all rights, privilege d . . s incident thereto, to Chief Holdings LLC from Bank of America, N.A. rust crib in instrument filed 09/04/2003, recorded in Volume 17143, Page 51, Real Pr a ec s, Tarrant County, Texas. Lease Extension Agreement filed 03/25/2004, re ord d ' cc# 204090861,Real Property Records, Tarrant County, Texas (this excepti s li a to he Northwest corner of the subject property). EXHIBIT"B"to Beed --Page 3 Page 11 of 21 I Exhibit"C" to Deed Use Restrictions Grant intends for the Property conveyed pursuant to the Special Warranty Deed to w 'ch is xh bit "C" is attached and made a part (the "Deed") to be developed in accordance wi h an ds set h herein, Grantor hereby declares that the Property shall be, and the Pro by nd conveyed, subject to the covenants and restrictions set forth in this Exhibit " ( es 'ctions") which shall run with the land and be binding on Grantee and ah s ha ' g o a ing any right, title or interest in the Property or any part thereof, and whic s in efit of Grantor, Grantee and each owner of any portion of the Property. I. ble bul ing (a "New Building") may be constructed on the Property unless Grantee, Fac Delpwqre corporation, Grantee's Affiliates (defined below) or an Associated Chary in , "all be the initial occupant of a Material Portion (as defined below) of s u' g for a period of not less than nine (9) months after Substantial Completion d e w) of such New Building (the "Initial Occupancy Condition"). For purpose r h: (i) the term "Grantee's Affiliate" shall mean any Person that directly or indire tly h ne ore intermediaries, controls, is controlled by or is under common control 'tr e ii) a term "Person" shall mean any individual, corporation, partnership, joint v t ociation, joint stock company, trust, estate, unincorporated organization, gove a gency ori ical subdivision thereof, or any other form of entity, (iii) the term "contro ' eans the sessi , directly or indirectly, of the power to direct or cause the direction of the in ent po 'cies of a Person, whether through ownership of voting securities, partnersh' int ts, c ntract or otherwise, (iv) the term "Associated Charity" shall mean a charita le do which is substantially associated or substantially affiliated with or has a sub tial - 'ng relationship with Grantee or Grantee's Affiliate, (v) the term "Material Po on' all a seventy-five percent (75%) or more of the rentable square footage of such Ne ild' g, and (vi) the term "Substantial Completion" shall mean the licensed architect fo su a gilding shall have delivered to Grantor an AIA Form G704 or its equivalent execute y an in good faith indicating no material aspects or systems of the structure remain to be c pl 2. The following uses are prohibited on the Pr rty: a. the smelting of iron, tin, zinc or other or unl ss CC' ly permitted in writing by Grantor; b. 'sanitary landfills; C. any sexually oriented business (as used in this xhi ', " exuall - oriented business" means a commercial enterprise the primary bu ' ofis s the offering of a service or the selling, renting, or exhibiting of device or othit s intended to provide sexual stimulation or sexual gratification to the custo r)- d. slaughterhouses or facilities for the rendering of animal su an or the skinning or tanning of animal hides; EXHIBIT"C"to Deed --Page 1 Page 12 of 21 e. prisons,jails or other detention or correctional facilities; and f. residential trailer or mobile homes, including, but not limited to, mobile arks. rantee its successors and assigns, and their respective affiliates, tenants, in ite d ants the Property or any portion thereof, shall not be authorized to use the n e", " eTexas", "Hillwood"or"Heritage",nor the registered logos or marks of such es g out limitation, in the name of any building or project or in any advertise pr otio rial. 4. a, ese Us Restrictions shall remain in effect for a period of 75 years from f and after the at of e corhereof. These Use Restrictions shall be binding upon and enforce a !e in ohe owner of each portion of the Property but also all lessees,tenant r e cc is of the Property or any portion thereof. b. Co a execution and delivery of the Deed, Grantor and Grantee are entering ' to a rt 'n ' t of First Refusal Agreement (the "Right of First Refusal A reem t" us t wqh Grantor shall have a right of first refusal in certain circumstances on e n rti of the Property, as more particularly described in the Right of First Refus gre ent. The U Restriction set forth in paragraph 1 of this Exhibit "C" (the "Para 1 Use Res 'ctio ") shall terminate: (i) with respect to Area 1 (as described on Schedule C-1 a the ere ), at such time as the First Refusal Right (as defined in the Right of i stal Ag ement) with respect to Area 1 is permanently terminated in accor ce th e ht of First Refusal Agreement, (ii) with respect to Area 2 (as described Sc edul -2 attached hereto), at such time as the First Refusal Right with respect to . able p ion of Area 2 is permanently terminated in accordance with the Right of irs of sal Agreement, (iii) with respect to any portion of the Property upon the date at ntt' Occupancy Condition has been satisfied with regard to such portion of the a iv) 'th respect to Area 2, upon construction of one or more habitable buildings o Ar hi h total two hundred fifty thousand (250,000) square feet for which the l iti Oc Condition has been satisfied. 5. These Use Restrictions shall be given full forc an e t thstanding the existence of any zoning ordinance or building codes that are le let* owner of any portion of the Property at all times shall comply in every respect s se ictions. IN SOME INSTANCES APPLICABLE GOVERNMENTAL RE MAY BE MORE OR LESS RESTRICTIVE THAN THESE USE RES O THE EVENT A CONFLICT EXISTS BETWEEN ANY S P CABLE GOVERNMENTAL REQUIREMENT AND ANY REQUIREMEN SE RESTRICTIONS, THE, MOST RESTRICTIVE REQUIREMENT S P gWyA L. WHERE AN APPLICABLE GOVERNMENTAL REQUIREMENT N T CLEARLY CONFLICT WITH THESE USE RESTRICTIONS BUT PE CT THAT IS DIFFERENT FROM THAT REQUIRED BY THESE USE RES S, EXHIBIT"C"to Deed --Page 2 Page 13 of 21 E USE RESTRICTIONS SHALL PREVAIL. These Use Restrictions shall be co under and in accordance with the laws of the State of Texas. Invalidation of any one r ore f the provisions hereof, or any portions thereof, by a judgment or court order shall not ffe he other provisions or covenants herein contained, which shall remain in full force fec i r for d each owner of a portion of the Property shall have the right, but not the o o en a ese Use Restrictions. Enforcement may be made by any proceedings against pe ntity iolating or attempting to violate any part of these Use Restrictions either to ai r enj ations or to recover damages. Damages shall not be deemed adequate co n breach or violation of any provision hereof, and the enforcing party shall ti t elief by way of injunction. Notwithstanding the foregoing, neither Grantor nor an o rtion of the Property shall be entitled to receive any indirect, consequential or ve ag s as a result of the breach or violation of the Use Restrictions. Actual damages whi h ay r eiv }i the aggregate by Grantor or any owner of a portion of the Property in conn do it o ' h of the Use Restrictions,other than the Use Restriction set forth in Section s not exceed ONE MILLION AND No/100 DOLLARS ($1,000,000.00) per occu enc r r ate ccurrence. The rights, powers and remedies provided herein shall be cumulativ no a ri ive of other remedies at law or in equity, and the exercise of any particular rig t, pepr or in s 1 not be deemed an election of remedies or i to preclude resort to other rt p e or edies. No delay or failure to invoke any j available right,power or remedy ' e- ect a breach of these Use Restrictions shall be held to be a waiver of(or estop a party fr rting) any power or remedy available upon the recurrence or continuance of said b each or the ccurre a of a different breach. No other person or entity besides Grantor(or its assign s as 'ded in Section 9 below) or an owner of the Property or a portion thereof has a rig h o e rce se se Restrictions. 7. Any notice, demand or other quired to be given or to be served upon any party hereunder shall be void and o no ec e s given in accordance with the provisions of this section. All notices, demands or th co cations must be in writing and delivered to the person to whom it is directed, eith (i ' pe o (ii)delivered by a reputable delivery service that provides a delivery receipt. A , dem or other communication shall be deemed to have been given and received when d iv ed t below stated address of the party to whom it is addressed. All notices, deman 0th unications shall be given to the parties hereto at the following addresses: Grantor: All,Investment,L.P. c/o Hillwood Development Compare L 13600 Heritage Parkway, Suite 200 Fort Worth, Texas 76177 Attn: Michael K. Berry with copy to: Hillwood Development Company, LLC 13600 Heritage Parkway, Suite 200 Fort Worth,Texas 76177 f Attn: Don Reid i h EXHIBIT"C"to Deed --Page 3 it _ Page 14 of 21 I with copy to: Kelly Hart& Hallman LLP 201 Main Street, Suite 2500 Fort Worth,Texas 76102 Attn: Chad Key rant Winner LLC 1 Hacker Way Building 10 enlo Park, California 94025 Real Estate Counsel Any itle o receive notices hereunder may change the address for notice specified above other party ten days' advance written notice of such change of address. 8. Thes Uest ' t' be amended or terminated only by written document, recorded in the Real eco s of Tarrant County, Texas, executed by (i)Grantor (or its successors or assigns), (i' e i , at the time involved, own fee title to at least 75% in the aggregate of the gross a Iand area (as distinguished from the square footage of any improvements) of the Pr , an (ii' mortgagees who, at the time involved, hold mortgages or deeds of trust a re pe of the fee owners who have approved such action. Notwithstanding the for me , Grantor, without the joinder of any other party, shall have the right to make minor an or amendT^to these Use Restrictions to correct or clarify errors, omissions, mistakes o mbiguities taro herein by filing a written document recorded in the Real Property Records of Tarr Co , T xas, setting forth the terms of such minor changes or amendments. 9. Grantor may freely assign its ights he r to any owner of a portion of the Property; provided, however, no party shall s o the rt hts of Grantor under these Use Restrictions unless Grantor expressly and specific y si s s rights as Grantor under these Use Restrictions in an assignment executed expres y pe ' scally for such purpose and such assignment is recorded in the Real Property Record Cou y, Texas. Upon any such assignment, the assignor of the rights of Grantor shall h e h r rights under these Use Restrictions. In addition, at any time Grantor may volun it to e ' s rights in whole or in part under these Use Restrictions by filing notice of su vo nt ter ination in the Real Property Records of Tarrant County,Texas. 10. The Paragraph 1 Use Restriction shall be perman y to 'n with respect to applicable portions of the Property in accordance with Paragrap out eed for any further action by Grantor or Grantee. Following the permanent to ' ati o the aragraph 1 Use Restriction as to any portion of the Property, Grantor shall, wi ' ee ) ys after written request from Grantee, execute a recordable release of the Paragr h e iction in form reasonably acceptable to Grantor with respect to any applicable portio f . If Grantor fails to execute and return a properly completed recordable release Pp 1 Use Restriction with respect to such portion of the Property within such fifteen 5 eri d, Grantee shall be entitled to provide Grantor with a second request (the "Second of , shall state in 12-point Times New Roman font at the top of such request "THIS I D EXHIBIT"C"to Deed --Page 4 Page 15 of 21 T E OF REQUEST TO RECORD A RELEASE OF USE RESTRICTION. FAILURE TO O TO THIS REQUEST MAY RESULT IN A RELEASE BEING RECORDED O T GRANTOR'S APPROVAL". If Grantor has not reasonably objected to the proposed o e or if Grantor fails to execute and return a properly completed recordable release P ra 1 Use Restriction with respect to the applicable portion of the Property within fi e 15 da s fol 'ng receipt of the Second Notice, Grantee shall be entitled to unilaterally fil a mo um of re ord in the Real Property Records of Tarrant County,Texas, confirming that anen t . ation has occurred, and such memorandum may be conclusively relied u n b 1 crested les as to the termination of the Paragraph 1 Use Restriction as to such po of Prop C' EXHIBIT"C"to Deed --Page 5 Page 16 of 21 Schedule "C-1"To Use Restriction DESCRIPTION OF 79.054 ACRES B a t ct f Ian ituated in the F. Cuella Survey,Abstract Number 267,Tarrant County, T as be' a rtio of the remainder of those tracts of land (Tracts 12 and 13)describe by de est n, .,recorded in Volume 13588, Page 195, County Records, Tarrant County, xas e' ore p icularly described by metes and bounds as follows: CO t the t corner of Lot 4R,Block 3,Alliance Gateway North, an addition to t it recorded in Instrument Number D209069793,said County Records; THENCE N 62 '2 ' feet; THENCE S 090 3' 8 eet; THENCE S 34014'4 " , 537 6 eel, a northerly right-of-way of State Highway 170; THENCE with then h rig - of State Highway 170 the following courses and distances; S 55045'15"W,248.17 fe ,to e bi ' g of a curve to the right; With said curve to the righ, arc ce f 1237.97 feet,through a central angle of 09118'33", having a radius o 7614 ce th n chord which bears S 60°24'08"W, 1236.61 feet,to the beginning cu t el ; S 65004'38"W, 195.64 feet,to th in a curve to the left; With said curve to the left, an arc dan of 392.71 f ough a central angle of 05°51'36", having a radius of 3839.7 feet, the to chord ch bears S 62°07'36"W, 392.54 feet; S 59011'4T'W, 152.11 feet; S 89°11'47"W, 80.00 feet; N 36°10'14"W, 86.37 feet; THENCE N 00004'17"W,20.00 feet,to the beginnif ry to the left, at the southeast o corner of Park Vista Boulevard as dedicated in dee re rd in nstrument Number D208240791, said County Records; THENCE with the east line of said Park Vista Boulev oll n courses and distances; With said curve to the left,an are distance of 167.72 feet, o gh a ral angle of 12138'40", having a radius of 760.00 feet,the long chord hi ear °I 0'12"W, 167.38 feet,to the beginning of a curve to the right; With said curve to the right,an arc distance of 162.11 feet, throu a. n le of 12°33'05", having a radius of 740.00 feet,the long chord which ear 060 ' "W, 161.78 feet; N 00°03'31"E, 1482.86 feet,to the beginning of a curve to the right; With said curve to the right,an arc distance of 89.82 feet, through a ce r a e of 11'58'07", having a radius of 430.00 feet,the long chord which bears N 02' , 89.66 feet,to the beginning of a curve to the left; With said curve to the left,an arc distance of 102.36 feet,through a central le 11 058'07",having a radius of 490.00 feet,the long chord which bears N 06°02 5' 102.17 feet; THENCE N 00001'34"E, 425.60 feet,to the southwest corner of Lot 10,Block 3, li Gateway North, an addition to the City of Fort Worth recorded in Instrument Number EXHIBIT"C-I"to Deed --Page 1 Page 17 of 29 8 90670,said County Records; T N S 89056'45"E, 232.00 feet,departing said east line,with the south line of said Lot 10; C N 00001'18"E, 115.00 feet, with the east line of said Lot 10,to the south line of o d Lot 4R,Block 3; C it the south line of said Lot 4R the following bearings and distances S 9° '0 E, 68. et; S 0° 2" .00 t; S 8 ,602. THEN 7 0 E,44 20 feet to the Point of Beginning and containing 3,443,625 square f r7 4 ac s d more or less. EXHIBIT"C-1"to Deed --Page 2 Page 18 of 21 r I ' GAM OF17T[�~15 THE siloTOL�TII RILL�peC, 490 800 Allrw Gef AMM LCK(iii HIC SOLE IN FEET �f ct±ira3 �� >wu I 1100`61'li'F ¢•��' I �M;msrw n=G. 1,9.00's13rsi'al Vol u e Ps"1s I mcn Fw�..I .� m 70 VOL 0627 ml ti�i- 'I - o Trice 12 ..._ - • • - I o C.R.T.0-T W r J _ L , s62•zb'zS'r LC 1N0,. 'IS'E� SR1'SS'}VIE iOQ.r+• 33.11' A i*Sfd.www 1101 1 lw'er Jy J,* M • ,�T, hi110Cf/Frtyrq,7R YOL 1127,Rp.1'Jfjl • h�cf a •616' •g"AA, I W w NL Inreflm m,L.P. 1 - Yd.us",P 7 I� Fmrr�tr J to,, K11mod/2> 01 C R Y. ♦• >I ^ •'lti a� IV 616, O 1 d 0!•16'33. 1 L =1.731,71'• /• 0 !E•7t'R0 11 _ 9b:00, 1,736.61 i ' R -760,00' LC-Npi•1z,"-w �•� �- I ; LC-iri M"2't 16T.36' f TS G r lL5.51•s6' NOQ•M'1 r'R� ' N-c y47+7.r?' ii,1', S6�M1.004 1•11 $59,11,3- Ilk"Wks 91 Uft oft.04W i?•i x°'s'c AN EXHIBIT OF 79- 05A Acre P E LOTO N SITUATED IN THE F.CUE1 A SURE ADSTR CITY OF FORT WORTH,TAIIRANT COUNT AS. y qF o y�•.w••al.�+ 1D84wINipm JrJRAWNQY; TAN GHF. KEDgw, '',Br %;$.J 1G t3ef3 I EXHIBIT"C-I"to Deed --Page 3 Page 19 of 21 r Schedule "C-2"To Use Restriction DESCRIPTION OF 31.655 ACRES B at ct f Ian ituated in the F. Cuella Survey, Abstract Number 267, Tarrant County, T as`artS be' a portio of the remainder of that tract of land describe by deed to AIL Inve ,re r e ' Volume 13588,Page 195 (Tract 13),County Records,Tarrant County, xas e' ore p icularly described by metes and bounds as follows: COM N the t corner of Lot 4R, Block 3,Alliance Gateway North, an addition to t Ci recorded in Instrument Number D209069793, said County Records; THENCE N 620 '2 ' eel to the POINT OF BEGINNING; THENCE N 620 E, 49 eet; THENCE N 90000' 0" ' 10 .5 fee�fo�he beginning of a curve to the right; THENCE with said a the mare distance of 68.39 feet, through a central angle of 41"14'47' ,having a r ' 0 5. eet, the long chord which bears S 69°22'37"E,66.92 feet to the beginning of a curve t THENCE with said curve t e rc istance of 94.33 feet,through a central angle of 38°19'47",having a radius o 14feet, e g ord which bears S 67°55'07"E, 92.58 feet; THENCE S 87005'00"E, 103. et t est 'ght of way line of Independence Parkway(a variable width right-of-way) dedi e E e Parkway in Volume 12571, Page 222,recorded in Cabinet B,Page 1581,both of C ecords,T ounty, Texas, the beginning of a curve to the right; THENCE with said west right of way and sai urve a ri ht, an arc distance of 200.88 feet, through a central angle of 05°55'58",havi air us o 94 .00 feet,the long chord which bears S 08009'47"E, 200.79 feet; THENCE S 05015'42"E, at 113.94 feet the no ri ine of State Highway 170 (a variable width right-of-way) as described in Dedica ' nre orded in Volume 9882,Page 707,County Records, Tarrant County,Texas, in all t e of 237.77 feet; THENCE S 33052'08"W, 95.68 feet with said north ig -of- to the beginning of a curve to the left; THENCE with said right-of-way line and said curve to th e an c stance of 143.68 feet, through a central angle of 02'29'57",having a radius of 3 4. eet, ng chord which bears S 61°40'59"W, 143.67 feet to the beginning of a curve to th THENCE continuing with said right-of-way line and said curve th ft c distance of 955.90 feet, through a central angle of 04'46'16",having a radi of 79. t, the long chord which bears S 58008'59"W, 955.62 feet; THENCE S 55045'1 5"W, 211.61 feet with said north right-of-way li e THENCE N 34014'45"W, 537.96 feet departing said north right-of-wa e• THENCE N 09052'53"W,714.28 feet to the Point of Beginning and cont ' 'n 8,9 square feet or 31.655 acres of land more or Iess. EXHIBIT"C-2"to Deed --Page I Page 20 of 21 -- f °' \i s �i�uE c��i�lmwtre � aaasv Gvle.�nta//, • '=�o,vvn.o.s w£vpM1 Arn.q a sr x CENTRAL xva, I Cd Sl7bd J Cp0.A ip/dr/EK[M ,`� '� Yd,/ ZZZ 1.F d�sl� M ieeW+..•P r.___�.�- ----------- ` �Q_ N• 4 ' uen rq.� I ++ �•� ��� 0 3QU 54 9 I Frewy b�n�as h?V~ f mim'tra +� t GRA?NIC SCALE IN FEET cA.rr.r. L 68.39'- ?•�.R1,$ _ R 95.00' �4, Ld LC- S66.2' 37'E 1 r t e ' !v I 4 1 581.05' �i C� IN 103.91T', g V nntng 6 = 38-19'47" t e -OS'SS'SE" j'ys - L =94.33' 1. L = 200.88' R = 141,00' R = 1940.0[J' LC= S67'55'O1'E LC= SOB'09 47 'E AIL Investment.L.P. 92,58' 200,79' 1" Vol.13588,Pg.195 _. y Formerly known as SOS'15'42'E Bw000 / Freeway,LTO, 237.77' 27,P9, 110t 6pyeT NT C 13 S33.52'08.w CIT. 95,66' -ft#nsewr,Lrl Acres a -02.29'57" voy./J,SB$Flxv5 ^/ L 143.50' fo°a�y Inarn aG- R 3294.04' w4anf/fnftnrr,L r'Lt Lc- 0.93 561.40'S9"k llfum2l 143.67' 3 CA.Fzr, 6 =04.46'16' L = 955.90 R = 11.4T9.16' _ C= s58'OB15, W _ 9a 955.62' O_ t 0 {,'�1 ZA' '- AN.E%HOrl OF O• 61 31 . 655 Acres -i SIPATEO IN TME r.CUELLA SURVEY, 1P i �7 +� CPi res tGT NIJI00E1 2G 7,CITY OF FORT WORTH, Q T/RRANr C.OUNTY,TEXAS. K!h e.b 17700 Gtr r t0�Y�blvn tvM loklRrn,ho. I EXHIBIT"C-2"to Deed --Page 2 I Page 21 of 21 Y ISE GARCIA CO CLERK0 100 West Weatherford Fort Worth,TX 76196-0401 PRONE(817)884-1195 R PUBIC OF XAS INC 262 ST 10TH FLR DALLA , X Submitter: REP IC I T XAS I STRO RWfiQI 1 D. Filed For Registration: 6/ 1: M Instrument# D21 2 WD 1 P $92.00 By: D215125562 ANY PROVISION WHICH RESTRICTS THE SALE,RENTAL OR USE OF THE D SC PROPERTY BECAUSE OF COLOR OR RACE IS INVALID AND UNENFORCEABLE DE D W. REDACTED COPY ----JOINT ACTION-BY-WRITTEN CONSENT OF THE MANAGER AND SOLE MEMBER OF WINNER LLC (a Delaware limited liability company) February IL 2015 Pursuant to the Delaware Limited Liability Company Act and the authority contained in the Initial Operating Agreement of Winner LLC (the "Company% the undersigned sole Member of the Company and the Manager thereof, hereby jointly take and adopt the following actions in writing, without a meeting: Election of Officers RESOLVED FURTHER, that the following persons are elected to the offices of the Company indicated opposite their respective names below, effective immediately to serve at the discretion of the Manager: Vice President Jay Park Omnibus Resolution RESOLVED FURTHER., that the Managers and officers of the Company be, and each of them hereby is, authorized and directed to take such further actions, and to execute and deliver such further documents, as they may deem to be necessary,advisable or appropriate to carry into effect the purposes and intent of the foregoing resolutions. [Signature Page Follows] This action is effective and the resolutions herein are adopted as of the date first set forth above. Its Sole Member: Brimstone Acquisition Corp. David Rling F' Vice President and Assistant Secretary Its Manager: Ellen Welichko [SIGNATURE PAGE TO JOINT ACTION BY WRITTEN CONSENT OF THE MANAGER AND SOLE MEMBER OF WINNER LL.CI This action is effective and the resolutions herein are adopted as of the date first set forth above. I6 Sole Member: Brimstone Acquisition Corp. David Kling Vice President and Assistant Secretary Its Manager: Ellen Wilichko [SIGNATURE PAGE TO JOINT ACTION BY WRITTEN CONSENT OF THE MANAGER AND SOLE MEMBER OF WINNER LLC]