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Item 9BCITY OF SOUTHLAK -E MEMORANDUM (October 18, 2011) To: Shana Yelverton, City Manager From: Robert H. Price, P.E., Director of Public Works Subject: Approve purchase of a waterline easement for TW King 30 inch water line from property located on the south side of S.H. 114 from proposed F.M. 1938 to Solana Boulevard in the amount of $270,900 Action Requested: Approve purchase of a waterline easement for TW King 30 inch water line from property located on the south side of S.H. 114 from proposed F.M. 1938 to Solana Boulevard in the amount of $270,900 Background Information: The City is currently acquiring a 30 -foot permanent water line easement and a 20 -foot temporary construction easement necessary for the construction of the proposed 30" water transmission main to the T. W. King Pump Station. The property is located along the south frontage road of State Highway 114 in the Town of Westlake. The property appraisal established the value of the water line easement and the temporary construction easement for the property. The offer to the property owner for the easements was based upon the appraisal. The contract provides that the City agrees to cooperate with the Seller to allow an overlapping gas transmission pipeline easement on top of the Permanent Water Line Easement with the understanding that the horizontal distance between the centerlines of the 30" water pipeline and the future gas pipeline be no less than fifteen (15) feet. Proposed Settlement (based on appraisal) Permanent Water Line Esmt (115,250sf) $ 216,700.00 Temp. Construction Esmt (79,716sf) 54,200.00 Total $270,900.00 The permanent and temporary easements are necessary to accommodate the installation and future maintenance of the 30" water transmission main. The property owner has agreed to the offer of $270,900.00, which is the appraised value for the permanent water line easement and the temporary easement. Financial Considerations: Funding for the easement purchase is available in the FY 2006- 2010 capital improvement program budgets. Strategic Link: The 30" Water Transmission Main project links to the city's strategy map relative to the focus areas of Infrastructure and Performance Management and Service Delivery. The specific corporate objectives that are met by this construction project include: Providing high quality customer service; and Investing to provide and maintain high quality public assets. Citizen Input/ Board Review: N/A Legal Review: The contract and easement documents have been reviewed by the City Attorney's office. Alternatives: The City Council may approve or deny this purchase. Supporting Documents: Location Map Contract of Sale Staff Recommendation: Approve purchase of a waterline easement for TW King 30 inch water line from property located on the south side of S.H. 114 from proposed F.M. 1938 to Solana Boulevard in the amount of $270,900 Staff Contact: Robert H. Price, P.E., Public Works Director Gordon J. Mayer, Jr., P.E., City Engineer Cheryl Taylor, P.E., Civil Engineer Location Map I L i _ Water Line Easement ..- r North Water e x, Supilr Line Segment E -�F Segment E 4 � v SOUTHLAKE CONTRACT OF SALE STATE OF TEXAS § COUNTY OF TARRANT § THIS CONTRACT OF SALE (this "Contract ") is made by and between Maguire Partners- Solana Land, L.P., a Texas limited partnership (referred to in this Contract as "Seller ") and the City of Southlake, a home rule municipal corporation in Tarrant County, Texas (referred to in this Contract as 'Purchaser "). ARTICLE I. PURCHASE AND SALE By this Contract, for the consideration hereinafter set forth, but subject to the terms, provisions, covenants and conditions herein contained, Seller sells and agrees to convey, and Purchaser purchases and agrees to pay for, a non - exclusive thirty (30) foot water line easement (the "Water Line Easement ") under the land (the "Land ") which is more particularly described as follows: a 2.646 acre tract of land located in the W. H. Pea Survey, Abstract. No. 2025, J. Henry Survey, Abstract No. 742, W. Medlin Survey, Abstract No. 1958, & C. M. Throop Survey, Abstract No. 1510, in the Town of Westlake, Tarrant County, Texas, and being more particularly described by metes and bounds in Exhibit "A " , attached hereto and incorporated herein for all purposes, in the location being more particularly shown on a survey drawing marked Exhibit "B" attached hereto and incorporated herein for all purposes (the "Easement Area ") together with all and singular the rights and appurtenances pertaining thereto. For no additional consideration, subject to the provisions, covenants and conditions herein contained, Seller further agrees to grant to Purchaser an eighteen (18) month temporary construction easement (the "Temporary Construction Easement ") which shall be twenty feet wide, adjacent and parallel to the permanent water line easement as shown on Exhibit "C" attached hereto, which Temporary Construction Easement shall be in the form shown on Exhibit "D" which is attached hereto. As a condition of the Water Line Easement, Purchaser agrees to cooperate with the Seller to allow an overlapping gas transmission pipeline easement on top of the Water Line Easement described by this Contract with the understanding that the horizontal distance between the centerlines of the subject 30 -inch water pipeline and the future gas pipeline be no less than fifteen (15) feet. This Contract is made for the consideration and upon and subject to the terms, provisions, and conditions set forth below. Page 1 ARTICLE IL PURCHASE PRICE 2.01 Purchase Price. The purchase price ( "Purchase Price ") for the Water Line Easement and for the initial Temporary Construction Easement shall be TWO HUNDRED SEVENTY THOUSAND NINE HUNDRED AND 00 /100 DOLLARS ($270,900.00) cash. 2.02 Independent Consideration. Prior to or contemporaneous with the execution hereof by Purchaser and Seller, Purchaser has paid to Seller One Hundred and No /100 Dollars ($100.00) (the "Independent Contract Consideration "), which amount Seller and Purchaser bargained for and agreed to as consideration for Seller's execution and delivery of this Contract. The Independent Contract Consideration is non - refundable and in addition to any other payment or deposit required by this Agreement, and Seller shall retain the Independent Contract Consideration notwithstanding any other provision of this Contract to the contrary. ARTICLE III. PURCHASER'S RIGHTS AND OBLIGATIONS 3.01 Preliminary Title Report. Within twenty (20) days after the date hereof, Seller, at Purchaser's sole cost and expense, shall have Republic Title of Texas (the "Title Company ") issue a title commitment (the "Title Report") accompanied by copies of all recorded documents affecting the Land Purchaser shall give Seller written notice on or before the expiration of ten (10) days after Purchaser receives the Title Report that the condition of title as set forth in the Title Report is or is not satisfactory. If written notice is not received by Seller within the ten (10) day period, all conditions shall be deemed to be acceptable and any objection thereto shall be deemed to have been waived for all purposes. In the event Purchaser states that any conditions are not satisfactory, Seller may elect, but shall not be obligated to attempt to eliminate or modify all unacceptable matters to the reasonable satisfaction of Purchaser. In the event Seller chooses not to do so or is unable to do so within twenty (20) days after receipt of written notice, this Contract shall thereupon terminate. All exceptions to title shown in the Title Report or matters shown on the Survey which Purchaser has approved or is deemed to have approved pursuant to the terms hereof are herein called the "Permitted Encumbrances ". 3.02 Survey. Attached as Exhibit "B" is a copy of the survey that Purchaser caused to be prepared for Land (the "Survey "). 3.03 Inspection of the Land. Seller has provided to Purchaser the environmental reports listed on the attached Exhibit "G " . During the thirty (30) day period after the date of this Contract (the "Inspection Period "), Purchaser is granted the right to conduct an environmental and engineering survey and feasibility study of the Land and such other inspections of the Land that Purchaser deems necessary, at Purchaser's sole cost and expense. In connection therewith, Purchaser and Purchaser's designated agents and contractors may enter upon the Land for purposes of soil analysis, core drilling, or other tests (any such surveys, tests, analysis, core drilling or other inspections performed by Purchaser or its agents and contractors are herein collectively referred to as "Inspections "). Purchaser agrees that, in making any Inspections of the Land, all of Purchaser's agents and contractors entering onto the Land shall carry not less than Two Million Dollars ($2,000,000.00) commercial general liability insurance insuring all activity and conduct of Purchaser and such representatives while exercising such right of access and naming Seller and Maguire Partners Development, Ltd. as additional insureds. Prior to any entry into the Land, Purchaser shall furnish Seller with a certificate of insurance including any Page 2 applicable policy endorsements in form and substance acceptable to Seller, evidencing such coverage and further evidencing that such coverage shall not be modified or terminated prior to giving fifteen (15) days written notice to Seller. Purchaser shall, at least twenty -four (24) hours prior to any Inspection, give Seller notice of its intention to conduct any Inspections, so that Seller shall have an opportunity to have a representative present during any such Inspection. Seller agrees to make reasonable efforts to accommodate Purchaser's inspection requests so that Purchaser shall be given the full benefit of its inspection rights granted hereunder. Purchaser agrees (which agreement shall survive Closing or termination of this Agreement) to provide Seller with a copy of any and all information, materials and data that Purchaser and /or Purchaser's agents or contractors discover, obtain or generate in connection with or resulting from its inspection of the Land and work under this Paragraph 3.03 hereof. Unless Seller specifically and expressly otherwise agrees in writing, to the extent permitted by law, Purchaser agrees that (a) the results of all inspections, analyses, studies and similar reports relating to the Land prepared by or for Purchaser utilizing any information acquired in whole or in part through the exercise of Purchaser's inspection rights; and (b) all information regarding the Land of whatsoever nature made available to Purchaser by Seller or Seller's agents or representatives (the "Proprietary Information ") is confidential and shall not be disclosed to any other person except those assisting Purchaser with the transaction, and then only upon Purchaser making such persons aware of the confidentiality restriction. Purchaser agrees not to use or allow to be used any such information for any purpose other than to determine whether to proceed with the contemplated purchase, or if same is consummated, in connection with the operation of the Water Line Easement post - Closing. Further, if the purchase and sale contemplated hereby fails to close for any reason whatsoever, Purchaser agrees to return to Seller, or cause to be returned to Seller, all Proprietary Information delivered to Purchaser by Seller. Notwithstanding any other term of this Contract, the provisions of this paragraph shall survive Closing or the termination of this Contract. Purchaser shall, at its sole cost and expense, promptly restore any physical damage or alteration of the physical condition of the Land which results from any Inspections conducted by or on behalf of Purchaser. All Inspections shall be conducted at Purchaser's sole cost and expense and in strict accordance with all requirements of applicable law. If Purchaser determines, in Purchaser's sole judgment, that the Easement Area is not suitable for the intended purposes, then and in this event, Purchaser may, on written notice to Seller within thirty (30) days after the date of this Contract, terminate this Contract. If the written notice is not received prior to the expiration of said thirty (30) day period, the condition of the Land and Easement Area shall be deemed to be acceptable and any objection thereto shall be deemed to have been waived for all purposes. 3.04 No Liens. Purchaser shall keep the Land free from any liens arising out of any work performed, materials furnished or obligations incurred by or on behalf of Purchaser or Purchaser's agents and contractors with respect to any inspection or testing of the Land by or on behalf of Purchaser. If any such lien at any time shall be filed, Purchaser shall cause the same to be discharged of record within ten (10) days thereafter by satisfying the same or, if Purchaser, in its discretion and in good faith determines that such lien should be contested, by recording a Page 3 bond. Failure by Purchaser to discharge such lien shall be a material breach of this Contract and shall entitle Seller, at its option, immediately, without any cure period, to declare this Contract to be terminated. 3.05 "As -Is" Purchase The Water Line Easement is being sold in an "AS IS, WHERE IS" condition and "WITH ALL FAULTS" as of the date of this Contract and of Closing. Except as expressly set forth in this Contract, no representations or warranties have been made or are made and no responsibility has been or is assumed by Seller or by any partner, officer, person, firm, agent, attorney or representative acting or purporting to act on behalf of Seller as to (i) the condition or state of repair of the Land; (ii) the compliance or non - compliance of the Land with any applicable laws, regulations or ordinances (including, without limitation, any applicable zoning, building or development codes); (iii) the value, expense of operation, or income potential of the Easement Area; (iv) any other fact or condition which has or might affect the Land or the condition, state of repair, compliance, value, expense of operation or income potential of the Easement Area or any portion thereof, or (v) whether the Land contains toxic or hazardous substances or pertaining to the extent, location or nature of same. The parties agree that all understandings and agreements heretofore made between them or their respective agents or representatives are merged in this Contract and the Exhibits hereto annexed, which alone fully and completely express their agreement, and that this Contract has been entered into after full investigation, or with the parties satisfied with the opportunity afforded for full investigation, neither party relying upon any statement or representation by the other unless such statement or representation is specifically embodied in this Contract or the Exhibits attached hereto. ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF SELLER Seller, to its current actual knowledge, hereby represents and warrants to Purchaser as follows, which representations and warranties shall be deemed made by Seller to Purchaser also as of the Closing Date, and which representations and warranties shall survive Closing for a period of six (6) months: (1) Seller is the sole owner of the Property and has the right and ability to convey good and indefeasible title to the Water Line Easement to Purchaser with the approval of the mortgage lender and free and clear of any and all liens, leases, encumbrances, conditions, assessments and restrictions other than the Permitted Encumbrances. (2) Except as described in the environmental reports listed on Exhibit "G" hereto, during Seller's ownership of the Land, (a) Seller has not performed any excavation of the Land and to Seller's knowledge, no excavation of the Land has occurred, (b) Seller has not deposited or taken from the Land any landfill and to Seller's knowledge no landfill was deposited on or taken from the Land, (c) Seller has not buried any construction debris or other debris (including, without limitation, rocks, stumps, and concrete) on the Land, and to Seller's knowledge, no construction debris or other debris (including, without limitation, rocks, stumps, and concrete) has been buried upon the Land, and (d) Seller has not deposited any toxic waste or "hazardous substances" (as that term is defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1988), or petroleum products and derivatives thereof on the Land, and to Seller's Page 4 knowledge, no hazardous substances or petroleum products and derivatives thereof, were deposited on the Land. Whenever a representation or warranty is made in this Contract on the basis of Seller's knowledge, such representation and warranty is made with the exclusion of any facts otherwise known or disclosed to Purchaser, and is made solely on the basis of the actual knowledge without inquiry or investigation of Tom Allen. ARTICLE V. CLOSING 5.01 Closing Date. The closing (the "Closing ") shall be held on the date that is five (5) business days following the Inspection Period (which date is herein referred to as the "Closing Date ") at the Title Company. 5.02 Purchaser's Conditions at Closing. The Closing and Purchaser's obligations under this Contract to purchase the Water Line Easement are expressly conditioned on: (1) Seller's delivery to Purchaser of a duly executed and acknowledged Grant of Permanent Water Line Easement in the form attached hereto as Exhibit "E" conveying to Purchaser a permanent Water Line Easement on the Land, free and clear of any and all liens, encumbrances, conditions, assessments, and restrictions other than the Permitted Encumbrances. (2) Seller's delivery to Purchaser of a duly executed and acknowledged Temporary Construction Easement in the form attached hereto as Exhibit 'T" (3) Delivery to Purchaser, at Purchaser's sole expense, of a Texas Owner's Title Policy, issued by the Title Company in the full amount of the Purchase Price, insuring Purchaser's permanent Water Line Easement on the Land, subject only to the Permitted Encumbrances and such other exceptions as may be approved in writing by Purchaser, and the standard printed exceptions contained in the usual form of Texas Owner's Title Policy, provided, however, the exception "any discrepancies, conflicts, or shortages in area or boundary lines, or any encroachments or protrusions, or any overlapping of improvements" shall be amended to "shortages in area ". (4) Seller's execution of such documents and instruments reasonably requested by the title company to consummate the transactions contemplated herein. 5.03 Failure of Purchaser's Conditions. Should any of the conditions specified in Paragraph 5.02 of this Contract fail to occur within twenty (20) days after the establishment of Closing as provided in Paragraph 5.01 of this Contract for any reason other than Purchaser's default under this Contract, Purchaser shall, as its sole and exclusive remedy, have the right exercisable by written notice to Seller, either (i) to cancel the Closing, terminate this Contract, and recover any amounts paid by Purchaser to Seller (other than the Independent Consideration) or to the Title Company on account of the purchase price of the Water Line Easement, or (ii) to enforce specific performance of this Contract within sixty (60) days of Seller's default, provided that no such action for specific performance shall seek to require Seller to do any of the Page 5 following: (1) change the condition of the Land; (2) expend money or post a bond to remove a title encumbrance or defect or correct any matter shown on the Survey, and in no event shall Purchaser have any liability hereunder for failure of the Title Company to take any action. Purchaser waives any right to receive damages as a result of Seller's default The Title Company (Escrow Agent) shall be and is hereby irrevocably instructed by Seller on any such failure of condition and receipt of such notice from Purchaser by it to immediately refund to Purchaser all monies and instruments deposited by Purchaser pursuant to this Contract. 5.04 Seller's Conditions at Closing. The Closing and Seller's obligations under this Contract to purchase the Water Line Easement are expressly conditioned on: (1) Purchaser's delivery of the Purchase Price. (2) Purchaser's delivery to Seller of a duly executed and acknowledged Grant of Permanent Water Line Easement in the form attached hereto as Exhibit "E " . (3) Purchaser's delivery to Purchaser of a duly executed and acknowledged Temporary Construction Easement in the form attached hereto as Exhibit 'T" If Purchaser shall become in breach of or default under this Contract and the breach or default continues for twenty (20) days after Purchaser's receipt of notice of such breach or default, Seller shall be entitled, as its sole and exclusive alternative remedies, to either (i) enforce specific performance of this Contract, or (ii) terminate this Contract by delivering written notice of termination to Purchaser. 5.05 Closing Costs. All costs and expenses of closing in consummating the sale and purchase of the Water Line Easement shall be borne and paid as follows: (1) Owner's Title Policy paid by Purchaser; (2) Survey paid by Purchaser; (3) Inspections, if any, paid by Purchaser; (4) Inspection Reports, if any, paid by Purchaser; (5) Title Company fees and filing fees paid by Purchaser; and (6) Attorney's fees paid by the party incurring same. ARTICLE VI. REAL ESTATE COMMISSIONS Seller and Purchaser each represent and warrant to the other that it has had no dealings, negotiations, or consultations with any broker, representative in connection with this Contract and no commissions are due in connection herewith. ARTICLE VII. BREACH BY SELLER In the event Seller shall fail to fully and timely perform any of its obligations hereunder or shall fail to consummate the sale of the Water Line Easement for any reason, except because of Purchaser's termination of this Contract or because of Purchaser's default, Purchaser shall have as its sole and exclusive remedies the remedies set forth in Paragraph 5.03 above. Page 6 ARTICLE VIII. BREACH BY PURCHASER If Purchaser shall fail to consummate this Contract for any reason, except Seller's default or the termination of this Contract pursuant to a right to terminate given herein, Purchaser shall be in default and Seller shall have as its sole and exclusive remedies the remedies set forth in Paragraph 5.04 above. ARTICLE IX. MISCELLANEOUS 9.01 Effective Date. The effective date of this Contract will be the date the last party executes the contract. 9.02 Survival of Covenants. Any of the representations, warranties, covenants, and contracts of the parties, as well as any rights and benefits of the parties, pertaining to a period of time following the closing date of the transactions contemplated hereby shall survive the Closing, but written notification of any claim arising therefrom must be received by Seller or Purchaser, as applicable, within six (6) months of the Closing Date or such claim shall be forever barred and breaching party shall have no liability with respect thereto. The aggregate liability of Seller for breach of any representations and warranties shall not exceed $25,000.00; and recovery of actual damages up to that amount is Purchaser's sole and exclusive remedy for any such breach; provided, however, Seller shall have no liability to Purchaser for matters disclosed by Seller or discovered by Purchaser prior to Closing. For matters disclosed or discovered prior to Closing, Purchaser's sole rights and remedies shall be as set forth in Article VII.. 9.03 Notices. Any notice required or permitted to be delivered hereunder shall be deemed received (i) three (3) business days after depositing with the US Post Office when sent by certified United States mail, postage prepaid, return receipt requested, addressed to Seller or Purchaser, as the case may be, at the address set forth below the signature of the party hereunder, and (ii) one (1) business day after pickup by Emery Air Freight, Airborne, Federal Express, or similar overnight express service addressed to Seller or Purchaser, as the case may be, at the address set forth below the signature of the party hereunder. 9.04 Texas Law to Apply. This Contract shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Tarrant County, Texas. 9.05 Parties Bound. This Contract shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, successors and assigns where permitted by this Contract. 9.06 Legal Construction. In case any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal, or unenforceable in any respect, this invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Contract shall be construed as if the invalid, illegal, or unenforceable provision had never been contained herein. Page 7 9.07 Gender. Words of any gender used in this Contract shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. 9.08 Time. In this Contract, time is of the essence and compliance with the times for performance is required. 9.09 Attorneys Fees. The prevailing parry in the adjudication of any proceeding relating to this Agreement shall be authorized to recover its reasonable and necessary attorney's fees pursuant to Sec. 271.159 of the Texas Local Government Code. 9.10 Counterparts. This Agreement may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument. 9.11 Recordation. Purchaser and Seller agree not to record this Agreement or any memorandum hereof. 9.12 Time Periods. Unless otherwise specified, in computing any period of time described herein, the day of the act or event after which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included at, unless such last day is a Saturday, Sunday or legal holiday for national banks in the location where the Land is located, in which event the period shall run until the end of the next day which is neither a Saturday, Sunday, or legal holiday. The last day of any period of time described herein shall be deemed to end at 5:00 p.m. Dallas, Texas time. 9.13 Limitation of Liability. None of Seller's partners, members, officers, agents or employees shall have any personal liability of any kind or nature or by reason of any matter or thing whatsoever under, in connection with, arising out of or in any way related to this Agreement and the transactions contemplated herein, and Purchaser waives for itself and for anyone who may claim by, through or under Purchaser any and all rights to sue or recover on account of any such alleged personal liability. 9.14 Entire Agreement. This Contract, together with the Exhibits attached hereto, all of which are incorporated by reference, is the entire agreement between the parties with respect to the subject matter hereof, and no alteration, modification or interpretation hereof shall be binding unless in writing and signed by both parties. Signature Page to Follow Page 8 EXECUTED this day of 1 2011. SELLER: PURCHASER: MAGUIRE PARTNERS - SOLANA CITY OF SOUTHLAKE, TEXAS LAND, L.P., a Texas limited partnership By: Maguire Partners - Solana Land GP, LLC, a Delaware limited liability company, its general partner By: John Terrell, Mayor 1400 Main Street Southlake, Texas 76092 Tom Allen, Manager 9 Village Circle, Suite 500 Westlake, TX 76262 Page 9 ACKNOWLEDGMENTS STATE OF TEXAS § COUNTY OF TARRANT § Before me, the undersigned authority in and for the State of Texas, on this day personally appeared Tom Allen, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the day of .2011. Notary Public in and for The State of Texas My Commission Expires: Typed or Printed Name of Notary STATE OF TEXAS § COUNTY OF TARRANT § Before me, the undersigned authority in and for said County, Texas, on this day personally appeared John Terrell, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he is the Mayor of the City of Southlake, Texas and is duly authorized to execute this Contract for the purposes and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the day of , 2011. Notary Public in and for The State of Texas My Commission Expires: Typed or Printed Name of Notary Page 10 EXHIBIT "A" LEGAL DESCRIPTION PERMANENT WATERLINE EASEMENT No. 1 BEING 2.646 acres of land located in the W. H. Pea Survey, Abstract. No. 2025, J. Henry Survey, Abstract No. 742, W. Medlin Survey, Abstract No. 1958, & C. M. Throop Survey, Abstract No. 1510, Town of Westlake, Tarrant County, Texas, being the portion of the tract of land designated as Tract 2 in the deed to Maguire Partners - Solana Land, L.P., recorded in County Clerk's file number D203231446, of the Deed Records of Tarrant County, Texas. Said 2.646 acres of land being more particularly described by metes and bounds as follows: BEGINNING at a point in the most Northerly South boundary line of said Maguire Partners tract, and the North boundary line of Lot 1, Block 1, Westlake /Southlake Park Addition No. 1, according to the Plat recorded in Volume 388 -214, Page 78, of the Plat Records of Tarrant County, Texas, located S 89 26' 14" W 52.49 feet from the most Easterly corner of said Maguire Partners tract; THENCE S 89 °26' 14" W 37.15 feet, along the North boundary line of said Lot 1, Block 1, to a point; THENCE along a line 60 feet South of and parallel to the Southwest right -of- way line of the State Highway No. 114, as follows: 1. N 36'42'30" W 36.85 feet, to a point; 2. N 64 °53' 18" W 48.64 feet, to a point; 3. N 54'48'39" W 404.53 feet, to a point at the beginning of a curve to the left; 4. NORTHWESTERLY 384.73 feet, along said curve to the left having a Radius of 2649.79 feet, a central angle of 8 19' 08 ", and a chord bearing of N 58 °58' 13" W 384.39 feet to a point at the en d of said curve; 5. N 63'07'47" W 399.89 feet, to a point; 6. N 71'36'59" W 1436.05 feet, to a point; 7. N 77'59'34" W 746.72 feet, to a point; 8. N 71'36'59" W 230.68 feet, to a point; THENCE S 33'26'57" W 88.01 feet, to a point; THENCE N 73 28'32" W 30.00 feet, to a point in the new East right -of- way line of Precinct Line Road THENCE N 16'31'28" E 58.98 feet, along the new East right -of -way line of Precinct Line Road, to a point in the South line of an existing Utility Easement, dedicated to The City of Southlake, by the deed recorded in Volume 13679, Page 124, of the Deed Records of Tarrant County, Texas; THENCE along the South line of said Utility Easement, as follows: 1. S 71'36' 59" E 16.44 feet, to a point; 2. N 18 °23' 01" E 28.74 feet, to a point; 3. N 59'32'44" E 37.55 feet, to a point; G 2009`:LASLMLNI S I \SL WI L 09 PERM W'A 1 0I.doc THENCE continuing along the South line of said Utility Easement, and along a line 30 feet South of and parallel to the Southwest right -of -way line of State Highway No. 114, as follows: 1. S 71 °36' 59" E 242.62 feet, to a point; 2. S 77 °59' 34" E 746.72 feet, to a point; 3. S 71 °36' 59" E 1439.95 feet, to a point; 4. S 63'07'47" E 402.12 feet, to a point at the beginning of a curve to the right; 5. SOUTHEASTERLY 389.09 feet, along said curve to the right, having a Radius of 2679.79 feet, a central angle of 08 19' 08" and a chord bearing of S 58 °58' 13" E 388.74 feet to a point at the e nd of said curve; 6. S 54 °48' 39" E 401.88 feet, to a point; 7. S 64 °53' 18" E 53.53 feet, to a point; THENCE S 36'42'30" E 66.29 feet, to the POINT OF BEGINNING, containing 2.646 acres (115,250 square feet) of land. PG. 2 G:`2009 LASLMLN I S N \SL AAl L 09`PLItM VN A l 0 Aoc EXHIBIT "B" 1/2 IRF/ � y Rad: 1432.50' Tan: 203.18' Chd: N 26 ° 29'29" E Arc: 403.66' CA: 16 ° 08'43" 402.33' L2 C 185.45' L3 N 16'31'28" E 1 /2 I ] 30.00' L5 S 16 °31'28" W 210.83' L6 KIRKWOOD 185.95' L7 Rad: 1462.50' Tan: 215.27' Chd: S 26 °47'31" W Arc: 427.46' CA: 16 °44'48" 425.94' BLVD. N 55 "44'55" W 14.99' RpF N 09 °29'58" W w Z' L10 PERMANENT 30' WIDE WATERLINE 1 L11 N 36 °42'30" W 36.85' EASEMENT No. 2A 41b a� S L13 N 54 ° 48'39" W BY SEPARATE L14 Rad: 2649.79' Tan: 192.70' Chd: N 58'58'13" W cD b L15 DOCUMENT ° o L16 f--, 1436.05' L17 N 77'59'34" W 4100116 . cS. < co N 71 °36'59" W 230.68' ; � ' S 33 °26'57' W 88.01' L20 N 73 °28'32" W / L21 Cc 58.98' 11 10 w 16.44' L23 N 18 ° 23'01' E 28.74' L24 Course Bearing Distance L1 Rad: 1432.50' Tan: 203.18' Chd: N 26 ° 29'29" E Arc: 403.66' CA: 16 ° 08'43" 402.33' L2 N 18'25'20" E 185.45' L3 N 16'31'28" E 210.34' L4 I S 73 °28'32" E 30.00' L5 S 16 °31'28" W 210.83' L6 S 18 °25'20" W 185.95' L7 Rad: 1462.50' Tan: 215.27' Chd: S 26 °47'31" W Arc: 427.46' CA: 16 °44'48" 425.94' L8 N 55 "44'55" W 14.99' L9 N 09 °29'58" W 21.47' L10 5 89 °26'14" W 37.15' L11 N 36 °42'30" W 36.85' L12 N 64'53'18" W 48.64' L13 N 54 ° 48'39" W 404.53' L14 Rad: 2649.79' Tan: 192.70' Chd: N 58'58'13" W Arc: 384.73' CA: 8 °19'08" 384.39' L15 N 63'07'47" W 399.89' L16 N 71 °36'59' W 1436.05' L17 N 77'59'34" W 746.72' L18 N 71 °36'59" W 230.68' L19 S 33 °26'57' W 88.01' L20 N 73 °28'32" W 30.00' L21 N 16 ° 31'28" E 58.98' L22 S 71 ° 36'59' E 16.44' L23 N 18 ° 23'01' E 28.74' L24 N 59 °32'44" E 37.55' L25 S 71 °36'59" E 242.63' L26 S 77 °59'34" E 746.72' L27 S 71 ° 36'59" E 1439.95' L28 S 63 ° 07'47" E 402.12' L29 Rad: 2679.79' Tan: 194.89' Chd: S 58 °58'13" E Arc: 389.09' CA: 8 °19'08" 388.74' L30 S 54 °48'39" E 401.88' L31 S 64 °53'18" E 53.53' L32 S 36 °42'30" E 66.30' z O C (n m %7 Y // a (n X00 D�O A C A I m ` .'' ' �� ^,' LAND SURVEYING & 0 0 �N PERMANENT 30' WIDE WATERLINE EASEMENT No.I Z r I m Z 2.646 ACRES - Z C ! (115,250 SQ.F.) �.. FAX No. (817) 926 -9347 J. HENRY SURVEY P.O. BOX 11374 " 3908 SOUTH FREEWAY "� / O MAGUIRE PARTNERS- SOLANA � IS 0' / LAND, L.P., TRACT 2 / C.C.;�D20323L448 , P-A D.R.T.C.T. F.r -6 / 0 W W lc lc� TEL: 81 748 -8098 N�o / PERMANENT WATERLINE / mZz EASEMENT No.1 z �•�` `' / / S I zo l0� / ow �a�� -0' LOCATED IN THE / W. H. PEA SURVEY, ABST. No. 202 J. HENRY SURVEY, ABST. No. 742 MAY 7. 2009 X C (n / / BRITTAIN & CRAWFORD (n X00 D�O A C A I m ` .'' ' �� ^,' LAND SURVEYING & 0 0 �N TOPOGRAPHIC MAPPING yam- n A 00 M Z r I m Z �j( .' (817) 925 -0211 - METRO (817) 429 -5112 - Z C ! m �.. FAX No. (817) 926 -9347 J. HENRY SURVEY P.O. BOX 11374 " 3908 SOUTH FREEWAY "� ' ABSTRACT No . 742 FORT WORTH, TEXAS 76110 CO - m I .� EMAIL: admin®britloi - cmwlard.com � WEBSITE: www.briltam- owford co ,� 7 6 SOUTHLAKE, TX 1400 Main St., Ste, 320 o SOUTHLAI {E TEXAS W W lc lc� TEL: 81 748 -8098 N�o / PERMANENT WATERLINE mZz EASEMENT No.1 z �•�` `' 2.646 ACRES OF LAND zo l0� / ow �a�� -0' LOCATED IN THE o W. H. PEA SURVEY, ABST. No. 202 J. HENRY SURVEY, ABST. No. 742 NORTH O w W. MEDLIN SURVEY, ABST. No. 195 52.4 NE1RT ST CORNER OF LOT 1, BLOCK I & C. M. THROOP SURVEY, ABSTRAC SOUTHLAKE /WESTLAKE No. 1510, CITY OF WESTLAKE, �- PARK DDITION No. 1 TARRANT COUNTY_ TFYAS S CALF I (K.G.) DATA \FN \FN_SOUTHLAKE_WTL 09 \* PERM 1.DWG EXHIBIT "C" LEGAL DESCRIPTION TEMPORARY CONSTRUCTION EASEMENT No. 1 BEING 1.830 acres of land located in the W. H. Pea Survey, Abstract. No. 2025, J. Henry Survey, Abstract No. 742, W. Medlin Survey, Abstract No. 1958, & C. M. Throop Survey, Abstract No. 1510, Town of Westlake, Tarrant County, Texas, being the portion of the tract of land designated as Tract 2 in the deed to Maguire Partners - Solana Land, L.P., recorded in County Clerk's file number D203231446, of the Deed Records of Tarrant County, Texas. Said 1.830 acres of land being more particularly described by metes and bounds as follows: BEGINNING at a point in the most Northerly South boundary line of said Maguire Partners tract, and the North boundary line of Lot 1, Block 1, Westlake /Southlake Park Addition No. 1, according to the Plat recorded in Volume 388 -214, Page 78, of the Plat Records of Tarrant County, Texas, located S 89 26' 14" W 89.64 feet from the most Easterly corner of said Maguire Partners tract; THENCE S 89 °26' 14" W 24.77 feet, along the No rth boundary line of said Lot 1, Block 1, to a point; THENCE N 36'42'30" W 17.22 feet, to a point; THENCE along a line 80 feet South of and parallel to the Southwest right -of- way line of the State Highway No. 114, as follows: 1. N 64 °53' 18" W 45.39 feet, to a point; 2. N 54'48'39" W 406.29 feet, to a point at the beginning of a curve to the left; 3. NORTHWESTERLY 381.83 feet, along said curve to the left having a Radius of 2629.79 feet, a central angle of 8 19' 08 ", and a chord bearing of N 58 °58' 13" W 381.49 feet to a point at the en d of said curve; 4. N 63'07'47" W 398.41 feet, to a point; 5. N 71'36'59" W 656.73' feet, to a point; THENCE S 18 23'0 1 " W 40.00 feet, to a point; THENCE N 71'36'59" W 120.00 feet, to a point; THENCE N 18 23'01" E 40.00 feet, to a point; THENCE continuing along a line 80 feet South of and parallel to the Southwest right -of -way line of the State Highway No. 114, as follows: 1. N 71'36' 59" W 656.73' feet, to a point; 2. N 77'59'34" W 746.72 feet, to a point; 3. N 71'36'59" W 216.46 feet, to a point; THENCE S 33'26'57" W 69.71 feet, to a point; THENCE N 65 '00'47 "W 20.22 feet, to a point; THENCE N 33 26'57" E 88.01 feet, to a point; PG. I G:`2009 L.ASLMLN I S N \SL AA 'TL 09 `:1 LMP CONS 0 Aoc THENCE along a line 60 feet South of, and parallel to the South right -of -way line of State Highway No. 114, as follows: 1. S 71'36'59" E 230.68 feet, to a point; 2. S 77'59'34" E 746.72 feet, to a point; 3. S 71'36'59" E 1436.06 feet, to a point; 4. S 63'07'47" E 399.89 feet, to a point at the beginning of a curve to the right; 5. SOUTHEASTERLY 384.73 feet, along said curve to the right, having a Radius of 2649.79 feet, a central angle of 08 19' 08" and a chord bearing of S 58 °58' 13" E 384.39 feet to a point at the e nd of said curve; 6. S 54'48'39" E 404.53 feet, to a point; 7. S 64 °53' 18" E 48.64 feet, to a point; 1. THENCE S 36'42'30" E 36.85 feet, to the POINT OF BEGINNING, containing 1.830 acres (79,716 square feet) of land. PG. 2 G:`2009 L.ASLMLN I S N \SL AAl L 09 `:1 LMP CONS 0 Aoc EXHIBIT "D" I1/2 IRF 1/2 � KIRKWOOD � BLVD. Course co ' Distance L1 � C, N y H L2 < 0 cl) Arc: 427.46' CA: 16 "44'48" 425.94' L3 N 18 0 25'20" E 185.95' Course Bearing Distance L1 N 55 "44'55" W 20.00' L2 Rad: 1462.50' Tan: 215.27' Chd: N 26 "47'31" E Arc: 427.46' CA: 16 "44'48" 425.94' L3 N 18 0 25'20" E 185.95' L4 N 16 0 31'28" E 210.83' L5 I N 33 0 26'57" E 88.01' L6 S 71 0 36'59" E 230.68' L7 S 77 0 59'34" E 746.72' L8 S 71 0 36'59" E 1436.05' L9 S 63 0 07'47" E 399.89' L10 Rad: 2649.79' Tan: 192.70' Chd: S 58 "58'13" E Arc: 384.73' CA: 8 "19'08" 384.39' L11 S 54 "48'39" E 404.53' L12 S 64 "53'18" E 48.64' L13 S 36 "42'30" E 36.85' L14 S 89 "26'14" W 24.77' L15 N 36 "42'30" W 17.22' L16 N 64 "53'18" W 45.39' L17 N 54 "48'39" W 406.29' L18 Rad: 2629.79' Tan: 191.25' Chd: N 58 "58'13" W Arc: 381.83' CA: 8 "19'08" 381.49' L19 N 63 "07'47" W 398.41' L20 N 71 "36'59" W 656.73' L21 S 18 "23'01" W 40.00' L22 N 71 "36'59" W 120.00' L23 N 18 "23'01" E 40.00' L24 N 71 "36'59" W 656.73' L25 N 77 "59'34" W 746.72' L26 N 71 "36'59" W 216.46' L27 S 33 "26'57" W 69.71' L28 S 16 "31'28" W 208.19' L29 S 18 "25'20" W 186.28' L30 Rad: 1482.50' Tan: 218.05' Chd: S 26 "47'09" W Arc: 432.99' CA: 16 "44'03" 431.45' I o >M 00 I 00 D Z -i A I o m I � N � N n p00CD Z C r - uz= I O r D �I 00 > rrl Nom - m ZZ � �zo 1 p 89 6 IVUK111LHS1 I:UKIVLK �'q, \� OF LOT 1, BLOCK 1 SOUTH LAKE /WESTLAK PARKADDITION No 1 1/2 IRF 20' WIDE TEMPORARY CONSTRUCTION N X2 8 = EASEMENT No. 2A 20 °°" BY SEPARATE DOCUMENT �J C: < �S 20' WIDE TEMPORARY CONSTRUCTION EASEMENT No.1 1.830 ACRES (79,716 SQ.F.) MAGUIRE PARTNERS- SOLANA " LAND, L.P., TRACT 2 7 ; j C.C. #D203231446 D.R.T.C.T. 7 I p c c� \Y a Y O Y 1 C 4 C. ra / / / / n .O TH 545 °HESS' ? � • / MAY 11, 2009 / BRITTAIN & C,RAWFORD A LAND SURVEYING & TOPOGRAPHIC MAPPING r (817) 926 -0211 - METRO (817) 429 -5112 FAX No. (817) 926 -9347 p/ :0 J. HENRY SURVEY P.O. BOX 11374 • 3908 SOUTH FREEWAY ABSTRACT No . 742 FORT WORTH, TEXAS 76110 G EMAIL: admo@bKtt.in L .f.,d. m i A WE SITE www b,illain- .wf.,d.c SOUTHLAKE TX 1400 Moin St., Ste.' 320 TFXAl LAKE TEL: 817 - 748 -8098 TEMPORARY CONSTRUCTIO EASEMENT No.I T' 1.830 ACRES OF LAND LOCATED IN THE o W. H. PEA SURVEY, ABET. No. 2025 J. HENRY SURVEY, ABST. No. 742 O NORTH W. MEDLIN SURVEY, ABST. No. 1958 & C. M. THROOP SURVEY, ABSTRACT E J No. 1510, CITY OF WESTLAKE, TARRANT COUNTY, TEXAS SCALE A. "=300' (K.G.) DATA\ FN\ FN _SOUTHLAKE_WTL_09 \ *_TEMP_01.DWG EXHIBIT "E" GRANT OF PERMANENT EASEMENT NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. CITY OF SOUTHLAKE PERMANENT WATERLINE EASEMENT THE STATE OF TEXAS KNOW ALL MEN BY THESE PRESENTS COUNTY OF TARRANT THAT, MAGUIRE PARTNERS - SOLANA LAND, L.P., a Texas limited partnership of the County of Tarrant, State of Texas ( "Grantor "), for and in consideration of ONE DOLLAR, and other good and valuable considerations paid by the CITY OF SOUTHLAKE, a municipal corporation of Tarrant County, Texas ( "Grantee "), receipt of which is hereby acknowledged, does hereby grant, bargain and convey to said Grantee, its successors and assigns, the non- exclusive right to construct, reconstruct and perpetually maintain a thirty inch (30 ") water line, together with all necessary appurtenances thereto (collectively, the "Water Line "), and with the right and privilege at any and all times, to enter said premises, or any part thereof, as is necessary to the proper use of the rights granted herein, and for the purpose of constructing, reconstructing and maintaining said Water Line, and for making connections therewith, in, upon and across that certain tract or parcel of land in Tarrant County, Texas, being described in EXHIBITS "A" and "B ", attached hereto and made a part hereof (the "Easement Area "). NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS MADE BY GRANTOR AS TO THE CONDITION OR SUITABILITY OF THE EASEMENT AREA, OR OF ANY IMPROVEMENTS NOW OR HEREAFTER LOCATED ON SUCH ARE, AND THE SAME IS ACCEPTED BY GRANTEE IN ITS "AS IS ", "WHERE IS ", CONDITION, AND "WITH ALL FAULTS ", AND WITHOUT ANY REPRESENTATION OR WARRANTY. Subject to the foregoing, Grantor expressly retains, reserves, and shall continue to use and enjoy the Easement Area for any and all purposes whatsoever which do not unreasonably interfere with the use and enjoyment by Grantee of the easement granted herein, including, but not limited to, the right (i) to construct or locate upon the Easement Area pavement, roadways and such other items or materials (except for permanent buildings and permanent structures) as Grantor shall desire; (ii) to use the Easement Area for pedestrian and vehicular ingress and egress; and (iii) to permit an overlapping gas transmission pipeline easement in, upon and across the Easement Area, provided the horizontal distance between the centerline of the Water Line and any such future gas pipeline shall be no less than fifteen feet (15'), and Grantee agrees to cooperate with Grantor in connection with the granting and use of any such gas transmission pipeline easement. Following any construction, reconstruction or maintenance of the Water Line, Grantee shall at its expense promptly restore the remainder of the Easement Area to substantially the Page 17 same condition that existed prior to any such construction, reconstruction or maintenance. Grantee shall be solely responsible for the performance of any maintenance or repairs that may be required from time to time to the Water Line. During construction, reconstruction or maintenance of the Water Line, Grantee will use reasonable efforts to keep the Easement Area free of debris arising out of construction activity. All work performed by Grantee within and about the Easement Area shall be performed in a good and workmanlike manner and in compliance with all applicable laws, rules, regulations, ordinances, directives, covenants, easements and restrictions of record. Grantee shall not permit any mechanics' or materialmen's liens to attach to the Easement Area as a result of the exercise of Grantee's rights set forth herein. If any mechanics' and /or materialmen's liens are attached to the Easement Area in connection with Grantee's exercise of its rights hereunder, and Grantee fails to fully discharge such lien, by bonding or otherwise, within ten (10) days after receipt of notice thereof, then Grantor may bond, insure over or otherwise discharge the lien and Grantee shall reimburse Grantor for any amounts paid by Grantor, including without limitation reasonable attorneys' fees. Grantee shall cause all contractors of Grantee entering the Easement Area to obtain and keep in force at their sole expense commercial general liability insurance with a minimum combined single limit of $5,000,000 for each occurrence. Said insurance shall name Grantor as additional insured and shall be issued by an insurance company authorized to do business in the State of Texas. A certificate evidencing such coverage shall be delivered to Grantor on or before the date such contractor of Grantee enters upon any part of the Easement Area. Grantee hereby releases Grantor and each of its employees and agents and their respective successors and assigns from any and all claims, demands, proceedings, lawsuits, liabilities, damages, fines, judgments, or expenses arising on account of injury, death, or damage to persons or property on the Easement Area, to the extent any such injury, death, or damage may be incident to, arise out of, or be caused, in whole or in part, by Grantee's entry onto the Easement Area or the construction, reconstruction, or maintenance of the Water Line, except to the extent the same is caused by the negligence or willful misconduct of Grantor, its employees or agents. Further, in no event shall Grantor be liable for any damage to Grantee's property caused by any tenant, licensee, contractor, or invitee of Grantor or its affiliates, or by any other third parties. Notwithstanding anything to the contrary herein, in no event shall Grantor be liable to Grantee for any consequential, special or punitive damages in connection with any claims arising under this Permanent Waterline Easement. TO HAVE AND TO HOLD the same unto the Grantee, its successors and assigns. The rights herein granted are made and accepted by Grantee subject to all matters of record, to the extent they validly affect the Easement Area. [Signature and Acknowledgement Page Follows] Page 18 WITNESS OUR HANDS, this the day of , 2011. GRANTOR: MAGUIRE PARTNERS - SOLANA LAND, L.P., a Texas limited partnership By: Maguire Partners- Solana Land GP, a Delaware limited liability company, its general partner By: _ Name: Title: GRANTEE: CITY OF SOUTHLAKE, TEXAS Un John Terrell, Mayor GRANTOR'S ACKNOWLEDGEMENT STATE OF TEXAS COUNTY OF TARRANT The foregoing instrument was acknowledged before me this day of , 2011 by Tom Allen, Manager of Maguire Partners - Solana Land GP, a Delaware limited liability company, the general partner of Maguire Partners- Solana Land, L.P., a Texas limited partnership, on behalf of said limited partnership. Notary Public in and for The State of Texas Commission Expires: Page 19 GRANTEE'S ACKNOWLEDGEMENT STATE OF TEXAS COUNTY OF TARRANT The foregoing instrument was acknowledged before me this day of , 2011 by John Terrell, Mayor of the City of Southlake, Texas, a municipal corporation of Tarrant County, Texas, on behalf of said municipal corporation. Notary Public in and for The State of Texas Commission Expires: Page 20 EXHIBIT "F" GRANT OF TEMPORARY EASEMENT NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. CITY OF SOUTHLAKE TEMPORARY CONSTRUCTION EASEMENT THE STATE OF TEXAS KNOW ALL MEN BY THESE PRESENTS COUNTY OF TARRANT THAT, MAGUIRE PARTNERS - SOLANA LAND, L.P., a Texas limited partnership of the County of Tarrant, State of Texas ( "Grantor "), for and in consideration of ONE DOLLAR, and other good and valuable considerations paid by the CITY OF SOUTHLAKE, a municipal corporation of Tarrant County, Texas ( "Grantee "), receipt of which is hereby acknowledged, does hereby grant, bargain and convey to said Grantee, the non - exclusive, temporary right to construct facilities, roads or utilities, with all necessary appurtenances thereto, and with the right and privilege at any and all times, to enter said premises, or any part thereof, as is necessary to the proper use of the rights granted herein until a time not to exceed eighteen (18) months from the date hereof (the "Term "), in, upon and across that certain tract or parcel of land in Tarrant County, Texas, being described in EXHIBITS "A" and "B ", attached hereto and made a part hereof (the "Easement Area "), solely for purposes of facilitating the construction of a thirty inch (30 ") water line on the thirty foot (30') wide tract of land located immediately adjacent and parallel to the Easement Area, as more particularly described in that certain Permanent Waterline Easement granted by Grantee to Grantor contemporaneously herewith, which Permanent Waterline Easement is recorded under Document Number in the Real Property Records of Tarrant County, Texas. NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS MADE BY GRANTOR AS TO THE CONDITION OR SUITABILITY OF THE EASEMENT AREA, OR OF ANY IMPROVEMENTS NOW OR HEREAFTER LOCATED ON SUCH ARE, AND THE SAME IS ACCEPTED BY GRANTEE IN ITS "AS IS ", "WHERE IS ", CONDITION, AND "WITH ALL FAULTS ", AND WITHOUT ANY REPRESENTATION OR WARRANTY. Subject to the foregoing, Grantor expressly retains, reserves, and shall continue to use and enjoy the Easement Area for any and all purposes whatsoever which do not unreasonably interfere with the use and enjoyment by Grantee of the easement granted herein. Prior to the expiration of the Term, Grantee shall at its expense promptly restore the Easement Area to substantially the same condition existing as of the date hereof. Grantee will use reasonable efforts to keep the Easement Area free of debris arising out of construction activity. All work performed by Grantee within and about the Easement Area shall be performed Page 23 in a good and workmanlike manner and in compliance with all applicable laws, rules, regulations, ordinances, directives, covenants, easements and restrictions of record. Grantee shall not permit any mechanics' or materialmen's liens to attach to the Easement Area as a result of the exercise of Grantee's rights set forth herein. If any mechanics' and /or materialmen's liens are attached to the Easement Area in connection with Grantee's exercise of its rights hereunder, and Grantee fails to fully discharge such lien, by bonding or otherwise, within ten (10) days after receipt of notice thereof, then Grantor may bond, insure over or otherwise discharge the lien and Grantee shall reimburse Grantor for any amounts paid by Grantor, including without limitation reasonable attorneys' fees. The provisions of the preceding sentence shall survive the expiration or termination of this Temporary Construction Easement. Grantee shall cause all contractors of Grantee entering the Easement Area to obtain and keep in force at their sole expense commercial general liability insurance with a minimum combined single limit of $5,000,000 for each occurrence. Said insurance shall name Grantor as additional insured and shall be issued by an insurance company authorized to do business in the State of Texas. A certificate evidencing such coverage shall be delivered to Grantor on or before the date such contractor of Grantee enters upon any part of the Easement Area. Grantee hereby releases Grantor and each of its employees and agents and their respective successors and assigns from any and all claims, demands, proceedings, lawsuits, liabilities, damages, fines, judgments, or expenses arising on account of injury, death, or damage to persons or property on the Easement Area, to the extent any such injury, death, or damage may be incident to, arise out of, or be caused, in whole or in part, by Grantee's entry onto the Easement Area or the construction of facilities, roads or utilities as permitted herein, except to the extent the same is caused by the negligence or willful misconduct of Grantor, its employees or agents. Further, in no event shall Grantor be liable for any damage to Grantee's property caused by any tenant, licensee, contractor, or invitee of Grantor or its affiliates, or by any other third parties. Notwithstanding anything to the contrary herein, in no event shall Grantor be liable to Grantee for any consequential, special or punitive damages in connection with any claims arising under this Temporary Construction Easement. TO HAVE AND TO HOLD the same unto the Grantee. The rights herein granted are made and accepted by Grantee subject to all encumbrances of record to the extent they validly affect the Easement Area. [Signature and Acknowledgement Page Follows] Page 24 WITNESS OUR HANDS, this the day of , 2011. GRANTOR: MAGUIRE PARTNERS - SOLANA LAND, L.P., a Texas limited partnership By: Maguire Partners- Solana Land GP, a Delaware limited liability company, its general partner By: _ Name: Title: GRANTEE: CITY OF SOUTHLAKE, TEXAS Un John Terrell, Mayor GRANTOR'S ACKNOWLEDGEMENT STATE OF TEXAS COUNTY OF TARRANT The foregoing instrument was acknowledged before me this day of , 2011 by Tom Allen, Manager of Maguire Partners- Solana Land GP, a Delaware limited liability company, the general partner of Maguire Partners- Solana Land, L.P., a Texas limited partnership, on behalf of said limited partnership. Notary Public in and for The State of Texas Commission Expires: GRANTEE'S ACKNOWLEDGEMENT Page 25 STATE OF TEXAS COUNTY OF TARRANT The foregoing instrument was acknowledged before me this day of 1 2011 by John Terrell, Mayor of the City of Southlake, Texas, a municipal corporation of Tarrant County, Texas, on behalf of said municipal corporation. Notary Public in and for The State of Texas Commission Expires: Page 26 EXHIBIT "G" ENVIRONMENTAL REPORTS DELIVERED BY SELLER Risk Based Assessment, National Convenient Store #209, State Highway 114 and T.W. King, Westlake (Tarrant County), Texas 76262, LPST No. 91237, Facility ID No. 0039337, Leigh Project No. 99- 9014.01, Prepared by Leigh Engineering, Inc., dated December 6, 1999. Monitoring Event Summary and Status Report, National Convenient Store #209, Highway 114 and T.W. King, Westlake (Tarrant County), Texas, LPST ID No. 91237, Facility ID No. 39337, Leigh Project No. 99- 9014.01, Prepared by Leigh Engineering, Inc., dated February 23, 2000. 2000 Annual Groundwater Monitoring Report, National Convenient Station #209, Highway 114 and T.W. King, Westlake (Tarrant County) Texas, LPST ID No. 91237, Facility ID No. 39337, Leigh Project No. 99 -9014, Prepared by Leigh Engineering, Inc., dated October 5, 2000. Final Site Closure Report, National Convenience Store 9209, State Highway 114 and T.W. King, Westlake (Tarrant County), Texas, LPST No. 91237, Facility No. 39337, Leigh Project No. 99- 9014.1, Prepared by Leigh Engineering, Inc., dated January 29, 2001. Letter from Estrella B. Lamson, CPG, Leigh Engineering, Inc., dated July 10, 2001, regarding Copies of Final Reports, NCS #209, Highway 114 @ TW King, Westlake, Texas, LPST ID No. 91237, Facility ID 39337, Leigh Project No. 99 -9014. Phase I Environmental Site Assessment Report, Solana Office Park (Six Undeveloped Tracts Totaling - 321 Acres), 9 Village Circle, Westlake, Texas 76262, LAC Project No. 05- 31010.1, prepared by LandAmerica Assessment Corporation, dated September 29, 2005. Environmental Site Assessment Report, Solana Office Park, 9 Village Circle, Westlake, Texas 76262, LAC Project Number 08- 62136.1, prepared by LandAmerica Assessment Corporation, issued November 26, 2008. Phase I Environmental Site Assessment Update 010653.010.1.001, Solana Village Center, State Highway 114 and Kirkwood Boulevard, Westlake, Texas 76262, prepared by Carter & Burgess, dated October 9, 2000. Phase I Environmental Site Assessment, Solana Center (Westlake Campus - 1 -8 Campus Circle; Village Center - 3, 7, & 9 Village Circle; Solana Health Club - 2902 Sams School Road; Marriott Hotel - 5 Village Circle; and Sabre Building - 1 East Kirkwood Boulevard), Westlake and Southlake, Texas, IVI Project No. 61020623, prepared by IVI Due Diligence Services, Inc., dated November 9, 2006. Page 29