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;
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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;
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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.
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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;
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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.
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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 ,
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NBS-27-47"E
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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
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EXHIBIT"B"
DESIGN SPECIFICATIONS
[Attached]
STORMWATER FACILITY MAINTENANCE AGREEMENT 1 Q
Rev.12/29/2014
LEGAL-US-W#82625273.1
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Exhibit"C" 4eg2�
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
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
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490 800
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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
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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]