RED BERRY ESTATE MASTER DEVELOPMENT AGREEMENT

Final

RED BERRY ESTATE

MASTER DEVELOPMENT AGREEMENT

August .f_, 2018

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Final

RED BERRY ESTATE MASTER DEVELOPMENT AGREEMENT

This Red Berry Estate Master Development Agreement (hereinafter referred to as this "Agreement") is made and entered into by and between the City of San Antonio (the "CITY"), a municipal corporation of the State of Texas, acting by and through its City Manager or her designee, and the San Antonio Housing Trust Public Facility Corporation, a Texas public facility corporation, (hereinafter referred to as "DEVELOPER") and who together may be referred to herein as the "Parties."

RECITALS.

WHEREAS, the CITY owns certain real property in San Antonio, Texas located at 4007 East IH 10 and 856 Gembler Road, and associated land and improvements located at 827 Richland Drive, as more particularly described in Exhibit A, collectively known as the Red Berry Estate (the "Property"), including the Red Berry Mansion (the "Mansion"); and

WHEREAS, DEVELOPER is a Public Facility Corporation (PFC) that, under the terms of this Agreement, will acquire the Property from the CITY and cause its redevelopment into a mixed-use site, including affordable/mixed-income housing, commercial properties and infrastructure, and other improvements as further described in this Agreement (the "Project"); and

WHEREAS, the Property is within the boundaries of Inner City Tax Increment Reinvestment Zone No. 11 (the "TIRZ"); and

WHEREAS, once completed, the Project is anticipated to result in the investment of approximately SIXTY MILLION THREE HUNDRED THOUSAND DOLLARS AND NO CENTS ($60,300,000.00) in the Property; and

WHEREAS, DEVELOPER is seeking economic incentives from the CITY in the form of grants and fee waivers; and

WHEREAS, the CITY and the TIRZ have identified funds to be made available to DEVELOPER in the form of Inner-City Incentive Funds, CDBG funds, land purchase loan, and tax increment from the TIRZ ( collectively, the "Funds") to be used to support the Project in accordance with the terms and conditions of this Agreement; and

WHEREAS, pursuant to Chapter 380 of the Texas Local Government Code and Sections 31 l.0l0(b) and Section 311.010 (h) of the Texas Tax Code, the CITY and the TIRZ are authorized to grant funds to promote state or local economic development and to stimulate business and commercial activity in the municipality and within the TIRZ; and

WHEREAS, the CITY Council has authorized the City Manager or her designee to enter into this Agreement in accordance with City Ordinance No. 2017-10-12-0790 and 2017-10-12-0791, passed and approved on October 12, 2017 to sell the Property and to grant certain funds as described herein; and

WHEREAS, the Board of Directors of the TIRZ has authorized the CITY to use its tax increment which is deposited into the TIRZ tax increment fund to be used as a funding source for the certain grants provided through this Agreement in accordance with Resolution Tl 1-2017-10-10-01 R (the "TIRZ Resolution");

NOW, THEREFORE, In consideration of the premises, covenants, agreements, and obligations contained

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herein, the Parties hereto agree and by the execution hereof are bound, to the mutual obligations herein contained and to the performance and accomplishment of the tasks hereinafter described.

ARTICLE I. AGREEMENT PURPOSE

DEVELOPER shall undertake the Project which is anticipated to promote local economic development and to stimulate business and commercial activity in the CITY and the TIRZ. The CITY and TIRZ are supporting the Project to provide funds to be used to defer costs associated with the Project and to facilitate certain improvements to the Property. Concurrent with the execution of this Agreement, DEVELOPER, NRP, Casey, and RK ( as such terms are hereinafter defined) shall enter into that certain Master Development Partners Agreement (the "MDPA") to effectuate the Project. As used herein, "Development Partners" shall mean NRP, RK, and Casey collectively, and Development Partner shall refer to any one of them.

ARTICLE II. AGREEMENT PERIOD

This Agreement shall commence upon the Effective Date identified on the signature page and tenninate upon the later of: (A) the payment of Funds by CITY to DEVELOPER in the amount of the Maximum Disbursement Amount (as defined below in Section 4.A) or (B) the conclusion of the Tax Reimbursement Term, including any deferral period; or, upon termination of this Agreement in whole as otherwise provided herein (the "Term").

ARTICLE III. PROJECT REQUIREMENTS

A. Acquisition of CITY Property.

1. DEVELOPER shall acquire the 84.597 acre Property and associated water rights from the CITY in accordance with the terms and conditions of the Purchase/Sale Agreements, attached hereto as Exhibit B . In accordance with Texas Local Government Code §272.001(b)(6), the CITY has authorized the direct sale of the Property to DEVELOPER, under the tenns and conditions of the Purchase/Sale Agreements, whose terms and conditions are incorporated herein and made a part of this Agreement. DEVELOPER shall pay ONE MILLION FOUR HUNDRED SEVENTY-THREE THOUSAND FIFTY-SIX DOLLARS AND NO CENTS ($1,473,056.00) (the "Purchase Price") for the Property through the assignment of a promissory note in the same amount (the "Note").

2 . Following the DEVELOPER's acquisition of the Property, the approximate acreage of the Property shall be parceled and conveyed to third-parties in accordance with the following and as more particularly provided in the MDPA:

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(a) Housing Site: approximately 13 .84 acres will be jointly developed by DEVELOPER and Red Berry GL LP ("NRP") as a three hundred thirty (330) unit mixed-income housing development project, that includes a community wellness facility, community pool, and direct pedestrian linkages from the housing site to the Salado Creek Hike and Bike Trail System project (the "Housing Site");

(b) Commercial Site: approximately 18.03 acres will be conveyed by DEVELOPER to the Red Berry RK Land, LLC, a Texas limited liability company ("RK") to be developed in part as a commercial headquarters which will serve as a home for RK's base of operations and staff, and in part will include the Mansion, which will be restored by RK for commercial, hospitality use, as further described in this Agreement (the "Commercial. Site"); and

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(c) Pecan Orchard: approximately 26.27 acres (the " Pecan Orchard") will be conveyed to RK for commercial development at the sole discretion ofRK, with the exception of uses that would violate local, state, or federal laws or regulations or would negatively impact the floodplain; however, such acreage is not the subject of this Agreement, shall not receive any incentives or Funds under this Agreement, and CITY is not obligated to provide incentives for the Pecan Orchard under any future agreements.

3. DEVELOPER shall cause approximately 26.457 acres of the Property to be improved with the public improvement funds under this Agreement and conveyed back to the CITY (the "CITY Improvements Site") within a reasonable timeframe as to not impair third-party development referenced above. These improvements shall include the Salado Creek Hike and Bike Trail System extension, Red Berry Lake restoration, and other public infrastructure improvements, including the water pump, as further defined by CITY and DEVELOPER in the scope of work (referred to hereafter as the "Work Statement").

4, CITY shall convey forty ( 40) acre feet of water rights to DEVELOPER (the "Water Rights"). The Water Rights shall be assigned to NRP without lien, reservation, or easement upon execution of the NRP Lease and development agreement. An additional forty ( 40) acre feet of water rights shall be dedicated to Red Berry Lake through a Water Use Restriction and Maintenance Agreement.

5. DEVELOPER shall have no obligation to insure the Property. If at any time DEVELOPER holds all or part of the Property, there is any casualty to such Property, DEVELOPER shall not bear any responsibility to repair, restore, replace, or rebuild the Property.

B. The Mixed-Income Housing Development.

1. Investment. DEVELOPER shall enter into a lease agreement and development agreement with NRP requiring NRP to expend not less than TIIIRTY FOUR MILLION NINE HUNDRED THOUSAND DOLLARS AND NO CENTS ($34,900,000.00) (the ''NRP Minimum Investment") in the Housing Site (the ''NRP Lease"). The NRP Minimum Investment shall be made in real and personal property improvements and shall include expenditures for: 1) the construction and establishment of a three hundred thirty (330) unit mixed-income housing development; 2) a community wellness facility; 3) a community pool; and 4) direct pedestrian linkages from the Housing Site to the Salado Creek Hike and Bike Trail System (the "NRP Project"). For purposes of this Agreement, the NRP Minimum investment shall include expenditures made by DEVELOPER and/or NRP, directly or indirectly, to develop the Housing Site, including: architectural, engineering and surveying expenses, financing costs and fees, construction period interest, property acquisition, closing and settlement expenses, demolition, construction, site preparation, paving, landscaping and utilities and other expenses. ·

2. Construction. DEVELOPER shall enter into an agreement with NRP requiring NRP or an NRP affiliate to commence construction at the Housing Site no later than twelve (12) months from the closing of the NRP Lease and shall require NRP to use commercially reasonable efforts to complete construction no later than thirty-two (32) months from closing on the NRP Lease (the "NRP Construction Period"), subject to extension due to Force Majeure as defined in the MDPA. The commencement date shall be determined by the issuance of a building permit for the Housing Site and CITY' s receipt of correspondence from the general contractor for the Housing Site certifying that construction has commenced. The completion date shall be determined by the issuance of a Certificate of Occupancy for the Housing Site by CITY, not to be unreasonably withheld.

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a. DEVELOPER shall make available to CITY and the TJRZ quarterly progress reports on the Housing Site as generated by NRP on the 15th day ofJanuary, April, July,_and October beginning the quarter following the commencement of the NRP Construction Period until the quarter following the completion of the NRP Construction Period. In addition, should CITY or the TJRZ request any additional progress report at any stage of the project, DEVELOPER sha.11 cause NRP to provide such report within fifteen (1 ~) business days.

b. DEVELOPER shall require in its contracts that NRP comply with all applicable federal, state, and local laws and regulations, and to develop and operate the Project in accordance with the terms and conditions of this Agreement including, but not limited to the current CITY Tax Increment Financing Guidelines, the Unified Development Code, Universal Design, Chapter 225 8 of the Texas Government Code, the City Code, and the plans and specifications approved by each appropriate department of the CITY.

c. DEVELOPER agrees to provide the CITY apd the TIRZ access to the Housing Site for inspections during and upon completion of construction of the NRP Project, and access to documents and records considered necessary to assess the NRP Project.

3. Mixed-Income. DEVELOPER shall ensure the NRP Lease requires that for a period of not less than ten (10) years following the completion of NRP Project, the Housing Site is subject to a condition that fifty-percent (50%) of the three hundred thirty (330) units are reserved for families making less than eighty-percent (80%) of the Area Median Income.

C. The Commercial Development.

1. Investment. DEVELOPER shall enter into an agreement with RK requiring RK to invest not less than TWENTY-ONE MILLION FIVE HUNDRED THOUSAND DOLLARS AND NO CENTS ($21,500,000.00) in the Commercial Site (the "RK.Minimum Investment"). The investment shall be made in real and personal property improvements to the applicable 18.03 acres of the Commercial Site. The investment shall include expenditures in: 1) the construction and establishmentofa 169,000 square foot commercial development; and 2) renovation to the Mansion. For purposes of this Agreement, the RK Minimum Investment shall include expenditures made by RK, directly or indirectly, to develop the Commercial Site, including: architectural, engineering and surveying expenses, financing costs and fees, construction period interest, property acquisition, closing and settlement expenses, demolition, construction, site preparation, paving, landscaping apd utilities and other expenses.

2. Construction. DEVELOPER shall enter into an agreement with RK requiring RK to commence construction at the Commercial Site, including renovations to the Mansion and construction of RK's corporate headquarters (the "RK Project"), no later than twelve (12) months from the conveyance of the Commercial Site from the DEVELOPER to RK and require RK to use commercially reasonable efforts to complete construction no later than twenty eight (28) months from closing on the Commercial Site (the "RK Construction Period"), subject to extension due to Force Majeure as defined in the MDP A and any extensions provided in the Work Statement for ac. The commencement of the RK Construction Period shall be determined by the issuance of a building permit for the Commercial Site and CITY' s receipt of correspondence from the general contractor for the Commercial Site certifying that construction has commenced. The completion of the RK Construction Period shall be determined by the issuance of a Certificate of Occupancy for the Commercial Site by CITY, not to be unreasonably withheld.

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a. DEVELOPER shall make available to CITY and the TIRZ quarterly progress reports on the Commercial Site as generated by RK on the 15th day of January, April, July and October beginning the quarter following the commencement of the RK Construction Period until the quarter following the completion of the RK Construction Period. In addition, should · CITY or TIRZ request any additional progress reports at any stage of the project, DEVELOPER shall cause RK s to provide such report within fifteen (15) business days.

b. DEVELOPER shall require that RK comply with all applicable federal, state, and local laws, and regulations, and that RK develop and operate the RK Project in accordance with the terms and conditions of this Agreement including, but not limited to, the CITY's Unified Development Code, Universal Design, Chapter 2258 of the Texas Government Code, the City Code, and the plans and specifications approved by each appropriate department of the CITY. The Mansion restoration shall comply with the current Tax Increment Financing Guidelines requirements as applicable.

3. Corporate Headquarters. DEVELOPER shall enter into an agreement with RK requiring RK's corporate headquarters to be constructed on the Commercial Site. The corporate headquarters, including warehouse faci lities, shall be for RK's business activities which are that of a hospitality, catering, and food service provider. DEVELOPER's agreement with RK shall requ ire RK to employ not less than three hundred (300) individuals to be verifiable annually for ten (10) years.

4. Restoration of the Mansion. DEVELOPER shall enter into an agreement withRK requiringRK to redevelop the Mansion to be reopened as a public event venue.

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a. Upon completion of the restoration and opening of the Mansion as an event venue, RK shall, or shall cause the operator of the Mansion to, provide the CITY with twelve (12) rent-free days annually, with ten (10) of those days being limited to Sundays through Thursdays only, and shall not include any dates in December, to be used for community engagements. RK shall coordinate, or cause the operator of the Mansion to coordinate, with the CITY on scheduling the twelve (12) rent-free days, however, any CITY reservation shall be based on the availability of the venue at the time of the CITY' s request and the CITY shal I not make any reservation more than twelve (12) months in advance. Neither RK nor the operator of the Mansion shall be required to provide the CITY with any services in addition to providing the rent-free days, such as food, beverage, or security at CITY events, unless separately contracted for. The use of the Mansion by the CITY hereunder shall be otherwise subject to the then-standard rental agreement, rules and terms of use ofRK or its successors as related to the utilization of the Mansion.

b. In the event RK sells the Mansion to another party within the first ten (10) years of ownership, RK shall:

1. Ensure that the Mansion shall continue as a publicly accessible, privately-owned catering and event venue for a period of not less than ten (10) years from date the Mansion is conveyed from DEVELOPER to RK; and

2. Pay a fee to the TIRZ in the year of sale equal to: fifteen percent (15%) of any sale proceeds in excess of(i) RK' s actual capital investment in the Mansion (exc.luding any amounts RK receives pursuant to this Agreement or any agreement with DEVELOPER and any amounts paid as an assessment to the property owner' s

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D.

association as described below), plus (ii) a fifteen percent (15%) preferred return on such investment by RK.

3. Pay a fee to the TTRZ based upon the year of sale using the following schedule:

Year of sale Fee

0-1 $700,000 1-2 $630,000 2-3 $560,000 3-4 $490,000 4-5 $420,000 5-6 $350,000 6-7 $280,000 7-8 $210,000 8-9 $140,000 9-10 $ 70,000

City Improvements Site.

1. Improvements. Upon conveyance of the City Improvements Site, execution of the CDBG Program Agreement with the CITY, and the execution of DEVELOPER's construction management agreement, DEVELOPER shall cause: l) the installation of an extension to the Salado Creek Hike and Bike Trail System; 2) the installation of a pedestrian bridge over the Salado Creek; 3) construction of public trail head parking for the Salado Creek Hike and Bike Trail System; 4) restoration of the Red Berry Lake; and 5) other necessary public improvements for the Property such as shared access, roads, utility extensions, and the pump station, as further described in the Work Statement (collectively, the "Improvements"). The cost of the Improvements shall be reimbursed to DEVELOPER from CDBG funds and the grants described below, and shall be made in coordination and with design approval from the CITY. ·

2. Construction. DEVELOPER shall enter into an agreement with DCI Developers LLC, a Texas limited liability company ("Casey") to cause construction to commence at the City Improvements Site on or before September 1, 2018 and shall require Casey to use commercially reasonable efforts to complete construction no later than May 30, 2019, with the exception of asphalt and paving work which shall be completed in accordance with the Work Statement (the "Casey Construction Period"), subject to extension due to Force Majeure and delays caused by other Development Partners as further described in the MDPA. This Agreement serves as the CITY's written consent to the subcontracting by DEVELOPER of construction management services to Casey as required by the CDBG Program Agreement.

a DEVELOPER shall provide to CITY quarterly progress reports on the City Improvements Site during the Casey Construction Period. In addition, DEVELOPER shall provide such reports within fifteen (15) days following the quarter being reported on.

b. DEVELOPER shall require that Casey shall comply with all applicable federal, state, and local laws and regulations, and shall develop Improvements in accordance with the terms and conditions of this Agreement.

c. To the extent CITY approvals are required under the construction management

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agreement, such approvals may be provided by the City Manager or her designee; provided, however, that approvals related to the CDBG funds may also require approval of the Grant Management Administrator under the CDBG Program Agreement.

3. Conveyance to CITY. Upon completion of the Improvements, the City Improvements Site shall be conveyed back to the CITY.

E. City Requirements.

l. Low Impact Development. DEVELOPER shall require NRP, RK, and Casey to incorporate Low Impact Development (LID) standards throughout features of the Project, as approved by and subject to variance by the CITY.

2. SBEDA. DEVELOPER shall require NRP, RK, and Casey to incorporate the CITY's Small Business Economic Development Advocacy ("SBEDA") goals into the Project, to wit:

a. M inority and/or Women-Owned Business Enterprise (M/WBE) Subcontracting Goal is set at THREE MILLION SIX HUNDRED EIGHTY-EIGHT THOUSAND FIVE DOLLARS AND SIXTY-FIVE CENTS ($3,688 ,005.65) (35% ofCITY's total investment) and has to go to SBEDA eligible small minority and/or small women-owned businesses.

b. African American Business Enterprises (AABE) goal is FIVE HUNDRED TWENTY-SIX THOUSAND EIGHT HUNDRED FIFTY-SEVEN DOLLARS AND NINETYFIVE CENTS ($526,857.95) (5% of CITY's total investment) and has to go to SBEDA eligible African American owned businesses.

Exhibit C attached hereto includes the SBEDA Commitment Form and Solicitation Language for the Project. CITY acknowledges that the only agreements DEVELOPER will execute with regard to the Project are the agreements referenced herein with RK, NRP, and Casey, respectively; and, all such SBEDA requirements, including requirements to meet established goals will be passed through to DEVELOPER's contract parties, RK, NRP, and Casey. To the extent the CITY seeks to enforce compliance with the SBEDA requirements, the CITY shall utilize the allocation of SBEDA requirements as structured in the MDPA for each ofRK, NRP, and Casey' s respective requirements.

F. Property Owner's Association. DEVELOPER shall create a property owner's association for the maintenance of the Improvements (the "POA''). The POA will assess the property owners twelve cents (. 12) per hundred dollar ($100) of valuation as determined by the Bexar County Appraisal District; and, if no valuation is noted, by the lesser of the cost of the property owner's improved property or the fair market value of the property owner's improved property as reasonably set by the Board of the POA; provided, however, that in no event shall RK' s assessment be based on a valuation ofless than TWENTY-ONE MILLION DOLLARS AND NO CENTS ($21,000,000.00) and in no case shall NRP's assessment be based on a valuation ofless than THIRTY FOUR MILLION NINE HUNDRED THOUSAND AND NO CENTS ($34,900,000.00). This assessment shall be used only to maintain the Improvements and any common areas as provided for in the Declaration.

1. NRP POA Commitment. DEVELOPER shall enter into an agreement with NRP under which, upon execution of the NRP Lease, NRP shall contribute an up-front fee of TWO HUNDRED THOUSAND DOLLARS AND NO CENTS ($200,000.00) towards maintenance of the Improvements in lieu of the first seven (7) years of POA assessments to provide a fund to pay for maintenance prior to the buildup of value in the Project (the ''NRP POA Payment''). The NRP POA

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Payment shall not be subject to adjustment during such seven (7) year period. If the NRP Lease does not close within one (1) year of the CITY's conveyance of the Property to DEVELOPER, NRP shall not be required to contribute the NRP POA Payment.

2. CITY POA Commitment. The CITY shall provide an annual payment ofFIFTY-NINE THOUSAND EIGHT HUNDRED SIXTY-FOUR DOLLARS AND NO CENTS ($59,864.00) (the "CITY POA Payment") for a period of four ( 4) years beginning in calendar year 2019 to contribute to the POA's maintenance of the Salado Creek Hike and Bike Trail System extension and Red Berry Lake improvements. If the NRP POA Payment is waived under the terms in Subsection 1 above, the CITY's contribution period for the CITY POA Payment shall be extended for an additional three (3) years, making the contribution period a total of seven (7) years.

3. CITY Commitment for Major Repairs and Capital Improvements. The POA shall undertake to maintain the Improvements using the assessment, the NRP POA Payment, and the CITY POA Payment, except as expressly provided for in this Section 3.F.3. To the extent any major repair or capital improvement of the Improvements is required, which repair or improvement is in excess of FIFTY THOUSAND DOLLARS AND NO CENTS ($50,000.00), per single occurrence, per year (each a "Major Repair or Improvement"), the CITY agrees to undertake the costs such Major Repair or Improvement. To the extent any major repair or capital improvement of the water pump is required, which repair or improvement is in excess of TWENTY THOUSAND DOLLARS AND NO CENTS ($25,000.00), per single occurrence, per year ( each a "Major Water Pump Repair or Improvement"), the CITY agrees to undertake the costs of such Major Water Pump Repair or Improvement.

ARTICLE IV. ECONOMIC DEVELOPMENT PROGRAM GRANT

A. Economic Development Program Grant. For consideration of the activities as described in Article III, the CITY, is providing DEVELOPER with an Economic Development Program Grant in a cumulative amount of approximately SEVEN MILLION SIX HUNDRED EIGHTY-ONE THOUSAND EIGHT HUNDRED THIRTY-NlNE DOLLARS AND NO CENTS ($7,681,839.00) (the "Maximum Disbursement Amount"), which shall be used for DEVELOPER reimbursements as follows:

1. Land Purchase Loan. CITY shall provide DEVELOPER a loan in the amount of ONE MILLION FOUR HUNDRED SEVENTY-THREE THOUSAND FIFTY-SIX DOLLARS AND NO CENTS ($1 ,473,056.00) ("Land Purchase Loan") to be reinvested in the Mansion. The Land Purchase Loan shall be made available to DEVELOPER upon DEVELOPER's c losing on the Commercial Site and the City Improvements Site and assignment of the Note and limited guaranty from RK (or an RK affiliate to the CITY); provided, however, that CITY may offset the Land Purchase Loan repayment obligations by permitting RK to directly invest ONE MILLION FOUR HUNDRED SEVENTY-THREE THOUSAND FIFTY-SIX DOLLARS AND NO CENTS ($1,473,056.00) in the Mansion.

2. TIRZ Fund. Pursuant to the TlRZ Resolution of the TIRZ Board, CITY shall provide DEVELOPER a grant in the amount of FOUR MILLION FIVE HUNDRED NINETY-ONE THOUSAND THREE HUNDRED THIRTY-NINE DOLLARS AND NO CENTS ($4,59 1,339.00).

· The source of funding shall be the TIRZ tax increment fund. Subject to Subsection (d) below, the funds shall be disbursed as follows:

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(a) $2,075,049.00 shall be reimbursed for eligible costs associated with the development of the NRP Project at the Housing Site;

(b) $700,000.00 shall be reimbursed for the eligible costs associated with the renovation of the Mansion by RK; and

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(c) $1,816,290.00 shall be paid for the construction of the Improvements. (d) Priority of Payment. DEVELOPER acknowledges and agrees that the CITY grant

. described in this Subsection 2 will be paid from the TIRZ Fund to reimburse DEVELOPER for eligible Project Costs in order of priority of payment of the TIRZ and availability of funds.

3. Annual Incremental Property Tax Reimbursement for Commercial Site. Subject to the terms and conditions of this Agreement and the Payment Conditions (defined below), for each tax year commencing with the Initial Reimbursement Tax Year and then annually for a term of ten (10) consecutive tax years (the "Tax Reimbursement Term"), CITY and TIRZ shall provide DEVELOPER following submission of a tax invoice indicating full payment of all taxes owed on the Commercial Site, an annual grant, whose cumulative amount shall not exceed ONE MILLION SEVENTY-SIX THOUSAND EIGHT HUNDRED SIXTY-FIVE DOLLARS AND NO CENTS ($1,076,865.00). The amount of the annual grant (the "Annual Incremental Property Tax Reimbursement'') shall be equal to:

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(a) The amount of the annual grant (the "Annual Incremental Property Tax Reimbursement") shall be equal to the actual amount of real property taxes paid to CITY and deposited in the TIRZ Fund with respect to the Commercial Site for the immediately preceding tax year, less the amount of real property taxes on the Commercial Site for the land valuation of the Commercial Site for the tax year ending immediately preceding tax year from the date of execution of this Agreement, as shown on the Bexar Appraisal District Records; and

(i) The "Initial Reimbursement Tax Year" shall be defined as the first tax year in which actual completion of the RK Construction Period occurs, for which reimbursement under this section c.an be sought;

(ii) The "Base Year" shall be defined as the immediately preceding tax year from the date of execution of this Agreement.

(b) Payment of the Annual Incremental Property Tax Reimbursement to DEVELOPER shall occur in accordance with the following conditions ( collectively, the "Payment Conditions"):

(i) For each tax year during the Tax Reimbursement Term, CITY and TIRZ shall pay the Annual Incremental Property Tax Reimbursement to DEVELOPER provided that the CITY or other participating taxing entities have deposited funds into the TIRZ Fund for that particular tax year, pursuant to Section 311.013 of the Texas Tax Code.

(i i) For any particular tax year during the Tax Reimbursement Term, if no tax increment is realized within the TIRZ, then the TIRZ shall defer payment of the Annual Incremental Property Tax Reimbursement that is due to DEVELOPE R under this Section, during that tax year.

(iii) For any particular tax year during the Tax Reimbursement Term, if insufficient tax increment is realized within the TIRZ to permit the full payment of the Annual Incremental Property Tax Reimbursement due to DEVELOPER under this Section, the TIRZ shall pay as much of the Annual Incremental Property Tax Reimbursement to DEVELOPER, as possible, and the TIRZ shall defer

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payment of any unpaid balance of the Annual Incremental Property Tax Reimbursement due to DEVELOPER under this Section during that tax year.

(iv) It is expressly agreed that all deferred Annual Incremental Property Tax Reimbursements (the "Deferred Amounts Due") shall accrue without interest or penalty and be payable at the earliest reasonable opportunity to DEVELOPER by the CITY and TIRZ upon the availability of tax increment in the Tax Increment Fund during the Term of th is Agreement.

(v) DEVELOPER acknowledges that unless the TIRZ is extended, payments will cease upon termination of the TIRZ and reconciliation of all accounts. Once the TIRZ terminates, CITY may be liable for ob ligations regarding the Annual Property Tax. Increment Reimbursement. However, should CITY undertake payment of the Annual Property Tax. Reimbursement, then such payment shall be reduced annually to sixty-two point six percent (62.6%) of the annual incremental property tax paid by DEVELOPER.

(vi) The DEVELOPER understands and agrees that any expenditure made by the DEVELOPER in anticipation of reimbursement from tax increments shall not be, nor shall be construed to be, financial obligations of the CITY or the TIRZ. The DEVELOPER shall bear all risks associated with reimbursement, including, but not limited to: incorrect estimates of tax increment, changes in tax rates or tax. collection, changes in state law or interpretations thereof, changes in market or economic conditions impacting the Project, changes in interest rates or capital markets, changes in building and development code requirements, changes in CITY policy, and/or unanticipated effects covered_ under legal doctrine of force majeure.

(vii) Any and all amounts payable by the TIRZ under this Agreement are payable solely from the TIRZ Tax Increment Fund, and no claim for payment of any amount outside of this contribution shall be made, claimed, or permitted against any other funds, properties, assets or the general credit of the TIRZ and/or CITY.

(viii) Priority of Payment. DEVELOPER acknowledges and agrees that the TIRZ Fund will reimburse DEVELOPER in the order of priority of payment of the TIRZ by available funds.

(ix) Obligation to Pay Taxes. It is und_erstood that DEVELOPER shall continue to pay all ad valorem taxes owed on the Commercial Site as required by law. Taxes owed shall be determined by the Bexar County Appraisal District. Prior to the CITY disbursing TIRZ funds under this Agreement, DEVELOPER must provide to CITY evidence indicating that all taxes owed on the Commercial Site have been paid in full for the tax year for which.payment of the Annual Incremental Property Tax Reimbursement is sought, subject to the right to protest taxes as permitted by law. If, during the Term of this Agreement, the ad valorem taxes due on the Commercial Site become delinquent and DEVELOPER fails to timely and properly follow the legal procedures for the protest and/or contest of the taxing value, then the CITY and TIRZ's remedies

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under this Agreement shall apply.

Property Tax Reconciliation. In no case shall the cumulative Annual Incremental Property Tax Reimbursement made to DEVELOPER under this Agreement exceed ONE MILLION SEVENTY-SIX THOUSAND EIGHT HUNDRED SIXTY-FIVE DOLLARS AND NO CENTS ($1 ,076,865.00). Should such disbursements exceed the this maximum cumulative amount, no further disbursements shall be due to DEVELOPER and any excess funds disbursed shall be due and payable by DEVELOPER to TIRZ Fund within sixty (60) days following written notice from CITY/TIRZ to DEVELOPER.

(c) Assignability of Tax Reimbursement. Upon the written approval of the CITY, the Annual Incremental Property Tax Reimbursement may be assigned by DEVELOPER to the RK, as developer and owner of the Commercial Site, so long as RK agrees in writing to the job requirements of relocating a minimum of three _hundred (3 00) jobs and creating, over a ten (10) year period following the end of the RK Construction Period, an additional one hundred (100) jobs on the Commercial Site. Such agreement shall be in a form acceptable to CITY with a copy of provided to the TIRZ.

4. Inner City Incentive Grant. The CITY is providing DEVELOPER with an Inner City Incentive Fund Grant in the amount of FIVE HUNDRED FORTY THOUSAND FIVE HUNDRED SEVENTY N1NE DOLLARS AND NO CENTS ($540,579.00) (the "Incentive Funds"). The purpose of the Incentive Funds is to provide an economic incentive to the Improvements on the Property by supporting public infrastructure costs, including design and delivery. The Incentive Funds made available to DEVELOPER through this Agreement are made solely from lawfully available funds that have been appropriated by CITY.

(a) Disbursement. The Incentive Funds shall be disbursed to DEVELOPER in one (1) lump sum upon DEVELOPER having entered into a contractual agreement with Casey to cause construction to commence at the City Improvements Site.

5. Fee Waivers. The CITY is providing DEVELOPER with Fee Waivers in the amount of ONE MILLION THREE HUNDRED SEVENTY-FOUR THOUSAND THREE HUNDRED EIGHTYNINE DOLLARS AND NO CENTS ($1,374,389.00) to include CITY and SAWS fee waivers as outlined in the Inner City Reinvestment Infill Policy. The CITY shall reserve ONE MILLION DOLLARS AND NO CENTS ($1,000,000.00) in SAWS Fee Waivers for the NRP Project and ONE HUNDRED EIGHTY THOUSAND DOLLARS AND NO CENTS ($180,000.00) in SAWS Fee Waivers for the RK.Project. The CITY Fee Waivers are administrative in nature provided throughout the entire project except with regard to the Pecan Orchard.

6. CDBG Funding. The CITY and DEVELOPER acknowledge that some or all of the Improvements have been approved for CDBG funding, which are provided for in a separate agreement and previously approved by City Council (the "CDBG Program Agreement"). W ith regard to the requirements under the CDBG Program Agreement, the CITY acknowledges the following:

(a) An environmental assessment was prepared for the Property and the Project, resulting in a Finding of No Significant Impact under the National Environmental Protection Act. To the CITY's knowledge, the Property has not been the site of any activity that would violate any past or present legal requirement, including, without limitation, any environmental law. Specifically, to the

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CITY's knowledge, (i) no solid waste, as that term is defined in the Texas Solid Waste Disposal Act, and no petroleum products have been handled on the Property such that they may have leaked or spilled onto the Property or contaminated the Property; (ii) there is no on-site contamination resulting from activities on the Property or adjacent tracts; (iii) there is no off-site contamination resulting from activities on the Property; (iv) the Property contains no hazardous materials, except for asbestos which is being abated with the Mansion renovations; and (v) there are no underground storage tanks located in, on, or under the Property.

(b) All streets, easements, utilities, and related services necessary for the construction of the Project and the operation thereof for their intended purposes are, or will be, available to the boundaries of the Property, including, without limitation, potable water, storm and sanitary sewer, electric and telephone facilities, and garbage removal.

(c) DEVELOPER is not a guarantor of the Project.

( d) The Improvements funded with CDBG funds have each been determined to an "Eligible Activity" meeting a "National Objective" under the criteria found in 24 C.F.R. Sections 570.201-208.

( e) The CITY has a survey of the Property by a licensed engineer showing that the Project is entirely within the property lines of the Project; and, more specifically, that the Improvements are entirely within the property lines of the City Improvements Site.

ARTICLE V. CITY AND TIRZ OBLIGATIONS

A. 1n consideration of full and satisfactory performance of activities required by this Agreement, CITY and TIRZ will pay DEVELOPER in accordance with Article N above.

B. Neither CITY nor TIRZ will be liable to DEVELOPER or other entity for any costs incurred by DEVELOPER in connection with this Agreement.

ARTICLE VI. RETENTION AND ACCESSIBILITY OF RECORDS

A. DEVELOPER shall maintain the fiscal records and supporting documentation for expenditures of funds associated with t his Agreement. DEVELOPER shall retain such records and any supporting documentation for the greater of: (1) five (5) years from the end of the Agreement period; (2) the period required by other applicable laws and regulations; or (3) the period described in Subsection B below.

B. DEVELOPER shall, following reasonable advance written notice from the CITY or TIRZ, give the CITY or TIRZ, its designee, or any of their duly authorized representatives, access to and the right to examine all material records related to the cost of Project (the "Records"). CITY and TIRZ's access to the Records will be limited to information needed to verify that DEVELOPER is and has been complying with the terms of this Agreement. Any information that is not required by law to be made public shall be kept confidential by the CITY and TIRZ. DEVELOPER shall not be required to disclose to the CITY or TIRZ any information that by law DEVELOPER is required to keep confidential. Should any good faith dispute or question arise as to the validity of the data provided, the CITY or TIRZ reserves the right to require DEVELOPER to obtain an independent firm to verify the information. This certified statement by an independent firm shall be provided at the sole cost of DEVELOPER. The rights to access the Records shall continue as long as the Records are retained by DEVELOPER. Failure to provide reasonable access to the Records to authorized CITY or TIRZ

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representatives shall give the CITY and TIRZ the right to suspend or terminate this Agreement as provided for herein, or any portion thereof, for reason of default. All Records shall be retained by DEVELOPER for a period of five (5) years after all performance requirements are achieved for audit purposes until such audits or other administrative, civil or criminal matters including, but not limited to, investigations, lawsuits, administrative inquiries and open record requests are completed.

ARTICLE VII. MONITORING

A. The CITY reserves the right to confirm DEVELOPER's compliance with the terms and conditions of this Agreement. The CITY will provide DEVELOPER with a written report of the monitor's findings. If the monitoring report notes deficiencies in DEVELOPER's performances under the terms of this Agreement, the monitoring report shall include a listing of requirements for the correction of such deficiencies by DEVELOPER and a reasonable amount of time in which to attain compliance. Failure by DEVELOPER to take action specified in the monitoring report within a reasonable amount of time may be cause for suspension or termination of this Agreement.

ARTICLE VIII. DEFAULT/CURE PERIOD/SUSPENSION

A. Notwithstanding the provisions of Chapter 2251 of the Texas Government Code, in the event DEVELOPER fails to comply with the terms of this Agreement such non-compliance shall be deemed a default. CITY shall provide DEVELOPER with written notification as to the nature of the default (the "Notice of Default") and grant DEVELOPER a sixty (60) day period from the date of CITY's written notification to cure such default (the " Cure Period''). Should DEVELOPER fail to cure the defau lt within the Cure Period, CITY may, upon written notification (the "Notice of Suspension"), suspend this Agreement in whole or in part and withhold further payments to DEVELOPER. Such Notice of Suspension shaJl include: (I) the reasons for such suspension; (2) the effective date of such suspension; and, (3) in the case of partial suspension, the portion of the Agreement to be suspended.

B. In the case of default for causes beyond DEVELOPER's reasonable control, which cannot with due diligence be cured within the Cure Period, CITY may, in its sole discretion, extend the Cure Period provided that DEVELOPER shall: ( 1) immediately upon receipt of Notice of Default advise CITY and TIRZ of DEVELOPER's intention to institute all steps necessary to cure such default and the associated time frame; and (2) institute and thereafter prosecute to completion with reasonable dispatch :,ill steps necessary to cure same. The CITY shall extend the Cure Period with regard to the cure for a default which is the subject of a " right to perform" under the Master Development Partners Agreement.

C. A suspension under this Article VIII may be lifted only at the sole discretion of the CITY upon a showing of compliance with or written waiver by CITY of the term(s) in question. A copy will be provided to the TIRZ Board.

D. CITY shall not be liable to DEVELOPER or to DEVELOPER's creditors for costs incurred during any term of suspension of this Agreement and no TIRZ funds shall be provided to DEVELOPER until such suspension is lifted by CITY, including the Annual Incremental Property Tax Reimbursement.

ARTICLE IX. TERMINATION/REMEDIES

A. CITY shall have the right to terminate this Agreement in whole or in part should DEVELOPER fail to perform under the terms and conditions herein and fail to cure a default in accordance with Article vrn above. Such termination may occur at any time prior to the end of the Tenn of this Agreement. CITY may, upon issuance to DEVELOPER of written notice (the "Notice of Termination"), terminate this Agreement and

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withhold further payments to DEVELOPER. A Notice of Termination shall include: (1) the reasons for such termination; (2) the effective date of such termination; and, (3) in the case of partial termination, the portion of the Agreement to be terminated. If failure by DEVELOPER to perform is limited to one or more of the specific sections identified below, the Not ice of Termination and termination provisions of this Article IX shall a lso be limited to such sections, as follows:

1.

2.

3.

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Article ill, Section B. "The Mixed Income Housing Development" . DEVELOPER's failure to perform with regard to the terms, conditions, obligations, and responsibilities outlined herein with regard to the Mixed Income Housing Development, the Housing Site, the NRP Project, or the NRP POA Commitment (collectively, the "Housing Obligations") and failure to cure such default in accordance with Article VlII above, and RK's failure to exercise its right of first refusal, shal I resu lt in CITY' s right to terminate this Agreement, in part, related to the M ixed Income Housing Development, the Housing Site, the NRP Project, and the NRP POA Commitment, including: Section ill.B, Section IV.A.2.(a), and Section IV.A.5 for the NRP Project; provided, however, that in the event DEVELOPER is unable to perform with regard to the terms, conditions, obligations, and responsibilities outlined herein with regard to the Housing Obligations due to a failure ofNRP to commence (and subject to any Right of First Refusal to perform on the Housing Site of RK), and/or perform under the Housing Obligations, DEVELOPER shall use commercially reasonable efforts to identify and enter into a lease and development agreement with a replacement partner for the Housing Obligations within twelve (12) months of the NRP default under the MDPA, subject to any right of first offer or right of first refusal that RK has to perform the Housing Obligations.

Article III, Section C. "The Commercial Development". DEVELOPER's failure to perform with regard to the terms, conditions, obligations, and responsibilities outlined herein with regard to the Commercial Development, the Commercial Site, or the RK Project ( collectively, the "Commercial Obligations") and failure to cure such default in accordance with Article VIII above, shall result in CITY's right to terminate this Agreement, in part, related to Commercial Development, the Commercial Site, and the RKProject, including: Section TII.C, Section TV.A.2.(b), Section IV.A.3, and Section IV.A.5 fc;n· the RK Proj ect; provided, however, that in the event DEVELOPER is unable to perform with regard to the terms, conditions, obligations and responsibilities outlined herein with regard to the Commercial Obligations due to a failure of RK to commence and/or perform under the Housing Obligations, DEVELOPER shall use commercially reasonable efforts to identify and enter into a development and funding agreement with a replacement partner for the Commercial Obligations within twelve (12) months of the RK default under the MDPA, subject to any right of first offer or right of first refusal that NRP has to perform the Commercial Obligations.

Article Ill Section D. "City Improvements Site" . DEVELOPER's failure to perform with regard to the terms, conditions, obligations, and responsibilities outlined herein with regard to the City Improvements Site or the Improvements ( collectively, the "Casey Obligations"), and failure to cure such default in accordance with Article VITI above, shall result in CITY's right to terminate this Agreement, in part, related to the City Improvements Site and the Improvements, including: Section ill.D, Section IV.A .2.(c), Section IV.A.4, and Section N.A.6 for the Improvements; provided, however, that in the event DEVELOPER is unable to perform with regard to the terms, conditions, obligations and responsibilities outlined herein with regard to the Casey Obligations due to a failure of Casey to commence and/or perform the Casey Obligations, DEVELOPER shall replace Casey with a Development Partner as

Page 14

provided in the MDPA or, if no Development Partner seeks to undertake the Casey Obligations, DEVELOPER shall use commercially reasonable efforts to identify and enter into a Construction Management Agreement with a replacement partner with regard to the Casey Obligations within four ( 4) weeks of the Casey default under the MDP A.

The Parties agree that a failure to perform in any of the subsections described in subsections 1 through 3 above does not create a failure to perform in the other(s) and any termination action taken by the CITY shall be limited to section(s) in default.

B. Should CITY terminate all or part of this Agreement, then CITY shall have the right to recapture any and all real property that is part of the Project and any disbursed TIRZ funds, including the Annual Incremental Property Tax Reimbursement, and any and all disbursed Incentive Funds which are still held by DEVELOPER or any of its assignees or Development Partners. For land and funds sub-granted to NRP or RK, DEVELOPER will cooperate with CITY to enable it to recapture such property or funds and shall assign to CITY its rights under its agreement(s) with NRP, RK, and Casey, respectively, to enable CITY to recapture such property or funds; provided, that the CITY may consent to a payment of fair market value for property in lieu of the recapture of property in the event a significant investment has been undertaken by the DEVELOPER or its approved assignees. CITY and/or TIRZ shall be entitled to the repayment of the recaptured funds and property (or fair market value of property) within sixty (60) calendar days from the date of the Notice of Termination.

1. Mansion. With regard to the Mansion, the remedy upon default by DEVELOPER or its subgrantee shall be recapture only. Neither DEVELOPER nor RK (nor any other sub-grantee) shall have the right to make a payment of fair market value for the Mansion in lieu of recapture of the property, regardless of the investment made to the Mansion.

2. Any funds distributed to DEVELOPER under the Maximum Disbursement Amount which are recaptured by CITY pursuant to this Article lX, shall, to the extent approved by the TIRZ, if necessary, be dedicated to the POA for maintenance of the Public Improvements and, if permitted, the common areas and/or utilized to provide incentives to any replacement partner.

C . f.t:i. addition to the above, this Agreement may be terminated in whole or in part as follows:

1. By the CITY (with the consent of DEVELOPER and without breaching any obligation DEVELOPER has to any Development Partner) in which case the Parties shall agree upon the termination conditions, including the repayment of funds, the effective date, and in the case of partial termination, the portion to be terminated; or

2. By the DEVELOPER (and without breaching any obligation DEVELOPER has to any Development Partner) upon written notification to CITY, setting forth the reasons of such termination, a proposed pay-back plan of any funds disbursed, the effective date, and in the case of partial termination, the portion to be terminated. However, if, in the case of partial termination, CITY determines in its sole discretion that the remaining portion of the Agreement will not accomplish the purpose for which the Agreement was made, then CITY may terminate the Agreement in its entirety.

D. The CITY recognizes that DEVELOPER will grant the funds provided to it to RK, and NRP, respectively, and will engage Casey as a construction manager to accomplish the purposes of this Agreement. The CITY agrees that its exclusive rights upon any default of this Agreement will be to suspend payment or terminate this Agreement as provided above. DEVELOPER agrees that the CITY will be named as a third

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party beneficiary to the MDPA. The CITY agrees that it will not seek any damages or funds from the DEVELOPER in the event of a default under this Agreement or the CDBG Program Agreement, except as provided above.

ARTICLE X. NOTICE

Any notice required or pennitted to be given hereunder by one party to the other shall be in writing and the same shall be given and shall be deemed to have been served and given if: (a) delivered in person to the address set forth herein below for the party to whom the notice .is given; (b) placed in the United States mail with postage prepaid, return receipt requested, properly addressed to such party at the address hereinafter specified; or.( c) deposited, with fees prepaid, into the custody of a nationally recognized overnight delivery service such as FedEx, addressed to such party at the address hereinafter specified. Any notice mailed in the above manner shall be effective two (2) business days following its deposit into the custody of the United States Postal Service or one (1) business day following its deposit into the custody of such nationally recognized delivery service, as applicable; all other notices shall be effective upon receipt. From time to time, either party may designate another address for all purposes under this Agreement by giving the other party no less than ten (10) calendar days advance written notice of such change of address in accordance with the provisions hereof.

If intended for CITY, to:

If intended for TIRZ, to:

If intended for DEVELOPER, to:

City of San Antonio Attn: Director Center City Development Office P.O. Box 839966 San Antonio, TX 78283-3966

City of San Antonio ATTN: Inner City TIRZ Board #11 Dept. of Neighborhood and Housing & Services, TIF Division 1400 S. Flores St. San Antonio, TX 78204

San Antonio Housing Trust Public Facility Corporation Attn: John Kenny 2515 Blanco Road San Antonio, TX 78212

ARTICLE XI. SPECIAL CONDITIONS AND TERMS

A. Termination ofTIRZ. The Parties agree that, in the event that the CITY, acting in accordance with State law, terminates Reinvestment Zone #11 or adopts an ordinance that causes the termination date of Inner City Tax Increment Reinvestment Zone #11 to occur on a date earlier than provided in the ordinance that initially established the TIRZ, the DEVELOPER may petition the CITY to amend this Agreement, in its sole discretion, to provide for the payment of the Annual Property Tax Increment Reimbursement in accordance with the material terms and conditions of this Agreement.

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B. Site Inspection. The CITY shall undertake any pennitted inspections of the Property and Project, including inspections to ensure that the Property is being kept in a safe, sanitary, and decent condition. DEVELOPER shall allow CITY and TIRZ representatives reasonable access to the Property for inspections during and upon completion of construction of the Project, and access to documents and records considered necessary to assess the Project and DEVELOPER's compliance with the terms of this Agreement. Access terms for the Project are outlined in detail in the Master Development Partners Agreement. The CITY agrees its agents and contractors undertaking inspections on the Property on behalf of the CITY shall carry not less than One Million Dollars ($1,000,000.00) commercial general liability insurance with contractual liability endorsement which contains a waiver of subrogation, and names the respective Development Partner, as defined in the Master Development Partners Agreement as an additional insured. The CITY and its duly authorized representatives, contractors, and agents will not interfere with the activity of any persons occupying or providing services at the Project.

C. Employment. DEVELOPER, in accordance with Chapter 2264 of the Texas Government Code, agrees not to knowingly employ any undocumented workers at the Project during the Term of this Agreement. IfDEVELOPER is convicted ofa violation under 8 U.S.C. Section 1324a(f), then DEVELOPER shall repay the CITY or TIRZ the amounts granted by this Agreement for the tax year(s) covered under this Agreement during which such violation occurred (copy to TTRZ). Such payment shall be made within 120 business days after the date DEVELOPER is notified by the CITY of such violation. The CITY, in its sole discretion, may extend the period for repayment herein. Additionally, DEVELOPER shall pay interest on the amounts due to CITY or TIRZ at the rate periodically announced by the W~l Street Journal as the prime or base commercial lending rate, or if the Wall Street Journal shall ever cease to exist or cease to announce a prime or base lending rate, then at the annual rate of interest from time to time announced by Citibank, N.A. ( or by any other New York money center bank selected by the CITY) as its prime or base commercial lending rate, from the date of such violation notice until paid.

ARTICLE XII. CONFLICT OF INTEREST

DEVELOPER shall ensure that no employee, officer, or individual agent of CITY shall participate in the selection, award or administration of a subcontract supported by funds provided hereunder if a conflict of interest, real or apparent, would be involved. Such conflict of interest would arise when: (1) the employee, officer, or individual agent; (2) any member of his or her immediate family; (3) his or her partner; or, (4) any organization which employs, or is about to employ any of the above, has a financial or other interest in the firm or person selected to perform the subcontract and the relationship calls for payments to be made to such subcontractor on terms which are greater than those which are customary in the industry for similar services conducted on similar terms. DEVELOPER shall comply with Chapter 17 1, Texas Local Government Code as well as the CITY' s Code of Ethics.

ARTICLE XIII. NONDISCRIMINATION AND SECTARIAN ACTIVITY

A. DEVELOPER shall ensure that no person shall, on the ground of race, color, national origin, religion, sex, age or handicap, be excluded from participation in, be denied the benefits of, be subjected to discrimination under, or be denied access to any program or activity funded in whole or in part with funds made available under this Agreement.

B. None of the performances rendered by DEVELOPER under this Agreement shall involve, and no portion of the funds received by DEVELOPER under this Agreement shall be used in support of, any sectarian or religious activity, nor shall any facility used in the performance of this Agreement be used for sectarian instruction or as a place of religious worship.

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C. DEVELOPER shall, to the best of its knowledge and belief, include the substance of this Section in all agreements entered into by DEVELOPER associated with the funds made available through this Agreement.

ARTICLE XIV. LEGAL AUTHORITY

A. Each party assures and guarantees to the other that they possesses the legal authority to enter into this Agreement, to receive/deliver the funds authorized by this Agreement, and to perform their obligations hereunder.

B. The person or persons signing and executing this Agreement on behalf of each party or representing themselves as signing and executing this Agreement on behalf of a party, do hereby guarantee that he, she or they have been duly authorized to execute this Agreement on behalf of that party and to validly and legally bind that party to all terms, performances and provisions herein set forth.

C. CITY will have the right to suspend or terminate this Agreement in accordance with Articles VITI and IX if there is a dispute as to the legal authority, of either DEVELOPER or the person signing this Agreement, to enter into this Agreement, any amendments hereto or failure to render performances hereunder.

ARTICLE XV. LITIGATION AND CLAIMS

A. DEVELOPER shall give CITY and TIRZ immediate notice in writing of any action, including any proceeding before an administrative agency, filed against DEVELOPER arising out the performancy of any activities hereunder. Except as otherwise directed by CITY, DEVELOPER shall furnish immediately to CITY and TIRZ copies of all pertinent papers received by DEVELOPER with respect to such action or claim. DEVELOPER shall notify the CITY immediately of any legal action, known to DEVELOPER, filed against the DEVELOPER or any subcontractor thereto, or of any known proceeding filed under the federal bankruptcy code. DEVELOPER shall submit a copy of such notice to CITY and TIRZ within 30 calendar days after receipt. No funds provided under this Agreement may be used in the payment of any costs incurred from violations or settlements of, or failure to comply with, federal and state regulations. The above notwithstanding, DEVELOPER is not required to notify CITY of claim litigation which arise out of DEVELOPER's operations on the Project, including without limitation, landlord tenant disputes, personal injury actions (slip and falls), and other operational activities or relationships.

B. DEVELOPER acknowledges that CITY is a political subdivision of the State of Texas and is subject to, and complies with, the applicable provisions of the Texas Tort Claims Act, as set out in the Civil Practice and Remedies Code, Section 101.00 l et. seq., and the remedies authorized therein regarding claims and causes of action that may be asserted by third parties for accident, injury or death. CITY acknowledges that DEVELOPER is a governmental entity created by CITY; and, accordingly, this Agreement shall be nonrecourse to DEVELOPER except for any reimbursements, damages, or other funds DEVELOPER is able to collect from its consultants, contractors, _subcontractors, and development partners under the M aster Development Partners Agreement; and any insurance policy held by DEVELOPER or its consultants, contractors, ·subcontractors, and development partners under the Master Development Partners Agreement.

C. This Agreement shall be interpreted according to the Constitution and the laws of the State of Texas. Venue of any court action brought directly or indirectly by reason of this Agreement shall be in Bexar County, Texas.

ARTICLE XVI. ATTORNEY'S FEES

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A. In the event DEVELOPER should default under any of the provisions of this Agreement and the CITY should employ attorneys or incur other expenses for the collection of the payments due under this Agreement or the enforcement of performance or observance of any ob ligation or agreement on the part of DEVELOPER herein contained, DEVELOPER agrees to pay to the reasonable fees of such attorneys and such other expenses so incurred by the CITY.

B. In the event CITY should default under any of the provisions of this Agreement and the DEVELOPER should employ attorneys or incur other expenses for the collection of the payments due under this Agreement or the enforcement of performance or observance of any obligation or agreement on the part of CITY herein contained, CITY agrees to pay to the DEVELOPER reasonable fees of such attorneys and sucb other expenses so incurred by the DEVELOPER.

ARTICLE XVII. CHANGES AND AMENDMENTS

A. Except as provided below, any alterations, additions, or deletions to the terms of this Agreement shall be by amendment hereto in writing and executed by all Parties to this Agreement; provided that the CITY shall not unreasonably withhold its consent to any amendment of this Agreement necessarily arising out of any amendment to the MDPA. Approvals required by the CITY under this Agreement shall be sufficient if provided by the City Manager or her designee.

B. It is understood and agreed by the Parties hereto that performances under this Agreement shal I be rendered in accordance with the laws and rules governing the Economic Development Program as set forth in Texas Local Government Code Chapter 380, and the terms and conditions of this Agreement.

C. Any alterations, additions, or deletions to the terms of this Agreement required by changes in state law or regulations are automatically incorporated into this Agreement without written amendment hereto, and shall become effective on the date designated by such law or regulation.

ARTICLE XVIII. SUBCONTRACTING

A. DEVELOPER shall use reasonable business efforts to ensure that the performance rendered under subcontracts entered into by DEVELOPER complies with all terms and provisions of this Agreement as if such performance were rendered by DEVELOPER.

B. DEVELOPER, in subcontracting any of the performances hereunder, expressly understands that in entering into such subcontracts, neither CITY nor TIRZ is liable to DEVELOPER's subcontractor(s).

C. DEVELOPER assmes and shall obtain assurances from all of its contractors where applicable, that no person shall, oil the grounds ofrace, creed, color, disability, national origin, sex or religion, be excluded from, be denied the benefit of, or be subjected to discrimination under any program or activity funded in whole or in part under this Agreement.

ARTICLE XIX. DEBARMENT

By signing this Agreement, DEVELOPER certifies that it will not award any funds provided under this Agreement to any party which it knows to be debarred, suspended or otherwise excluded from or ineligible for participation in assistance programs by the CITY.

ARTICLE XX. NON-ASSIGNMENT

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Notwithstanding the assignability permitted under Article III, this Agreement is not assignable by any Party without the written consent of the non-assigrung Parties. The CITY hereby consents to the assignments of rights and responsibilities under this Agreement, as described in this Agreement and in the Master Development Partners Agreement and the construction management agreement with Casey. Notwithstanding the foregoing, DEVELOPER may assign this Agreement to a parent, subsidiary, affiliate entity, or newly created entity resulting from a merger, acquisition, or other corporate restructure or reorganization of DEVELOPER. In either of such cases, DEVELOPER shall give CITY and TIRZ no less than thirty (30) days prior written notice of the assignment or other transfer. Any and all future assignees must be bound by all terms and/or provisions and representations of this Agreement as a condition of assignment. Any attempt to assign the Agreement without the notification and subsequent consent of CITY and TIRZ shall release CITY and TIRZ from performing any of the terms, covenants and conditions herein. Any assignment of this Agreement in violation of this Article shall enable CITY to terminate this Agreement and exercise its rights under Article IX of this Agreement. ·

ARTICLE XXI. ORAL AND WRITTEN AGREEMENTS

All oral and written agreements between the Parties to this Agreement relating to the subj ect matter of this Agreement that were made prior to the execution of this Agreement have been reduced to writing and are contained in this Agreement.

ARTICLE XXII. AUTHORIZED RELIEF FROM PERFORMANCE (Force Majeure)

DEVELOPER shall be entitled to temporary relief from any deadline for performance of any term of this Agreement to the extent such obligation is subj ect to an extension due to Force Majeure pursuant to the definition of Force Majeure provided in the MDPA. To obtain relief based upon Force Majeure, the DEVELOPER must file a written request with the CITY (and provide a copy of same to TIRZ).

ARTICLE XXIII. INCORPORATION OF EXHIBITS

Each of the Attachments listed below is an essential part of the Agreement, which governs the rights and duties of the Parties.

Exhibit A:

Exhibit B:

Exhibit C:

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Property Description

Purchase/Sale Agreement

SBEDA Requirements

Signatures appear on next page.

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· WITNESS OUR HANDS, EFFECTIVE as of ~ u,M: ~ , 2018 (the "Effective Date"):

Accepted and executed in two duplicate originals on behalf of the CITY of San Antonio pursuant to City Ordinance No.2017-10-12-0790 and 2017~10-12-0791, passed and approved on October 12, 2017, and DEVELOPER pu_rsuant to the authority of its Bo;i.rd of Directors.

CITY:

Lori Houston. Assistant City Manager

ATTEST:

APPROVED AS TO FORM:

SAN ANTONIO HOUSING TRUST PUBLIC FACILITY CORPORATION:

John Kenny Executive Director

Executed by the Inner City TIRZ Board as acknowledging the Tax Increment Fm1d as a funding SOill:@CP . ~ ~cilman William Shaw

Presiding Officer

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, I

WITNESS OUR HAND.S,.EFFECTIVE as of (J_µ_gy,UJ;} ~ ' 2018 (the "~ffectivt: Date"):

Accepted and executed in two duplicate originals on behalf of the CITY of San Antonio pursuant to City Ordinance No.2017-10-12-0790 ~nd 2017~10-12-0791, passed and approved on October 12, 2017, and DEVELOPER.pursuant to the authority of its Board of Directors.

CITY:

Lori Houston Assistant City Manager

ATTEST:

Leticia Vacek City Clerk

APPROVED AS TO FORM:

City Attorney

· SAN ANTONIO HOUSING TRUST PUBLIC FACILITY CO RATION:

Executed by the Inner City TIRZ Board as acknowledging the Tax Increment Fund as a funding

source for this Agreement:

Councilman William Shaw Presiding Officer

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L. i"

_.

Final

EXHIBIT A PROPERTY DESCRIPTION

Property Approximately 84.597 acres ofreal property in San Anton io Texas located

("Property"): at 4007 East IH 10 and 856 Gembler Road and associated improvements

located at 827 Richland Drive more fully described in Exhibit A ("Land"),

together with any improvements to the Land ("Improvements") consisting

of the following tracts ("Tracts"):

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Tract 1 ("Housing Site")

A tract ofland containing 13.84 acre tract ofland situated in the Guillerma

Nunez Survey, Abstract 548, Section Number 151 , Bexar County Texas

being in New City Block 10578; and being out of a 84.59 acre tract of land

described in warranty deed recorded in Volume 15578, Page 1973, Official

Public Records, Bexar County, Texas; said 13.84 acre tract being more

particularly described by metes and bounds in Exhibit "A-1", attached

hereto and made a part hereof.

Tract 2 ("Commercial Site")

A tract of land containing 18.03 acre tract ofland situated in the Guillerma

Nunez Survey, Abstract 548, Section Number 151, Bexar County Texas

being in New City Block 10578; and being out of a 84.59 acre tract ofland





Tract 3 ("Pecan Orchard")

A tract of land containing 26.27 acre tract of land situated in the Guillerma


being in New City Block 10578; and being out of a 84.59 acre tract of land





A-1

#5695120.11

Tract 4 ("City Improvements Site")

A tract of land containing 26.40 acre tract of land situated in the Guillerma


being in New City Block 10578; and being out of a 84.59 acre tract ofland





Tract 5 ("Well Pump Lot")

A tract of land containing 0.057 acre tract of land situated within the

corporate limits of the City of San Antonio, Bexar County, Texas, being out

of the Guillerma Nunez Survey No. 151, Abstract 548, New City Block

10577, and being all of a 50.00' x 50.00' tract described as SECOND

TRACT conveyed unto Red Berry Estate, LTD. by Assumption Warranty

Deed executed October 25, 2002 and recorded in Volume 9761, Page 156,

Real Property Records of said _county and state said 0.057 acre tract being

more particularly described in Exhibit "A-5", attached hereto and made a

part hereof.

Additionally, water rights ("Water Rights") consisting of the following:

40 acre-feet per year of Edwards Aquifer permitted unrestricted irrigation

groundwater, described in Edwards Aquifer Authority's (EAA) Permit

Number 100042 derived from BE000019, previously recorded with the

Bexar County Clerk as document# 20180114492, Official Public Records,

Bexar County, Texas.

A-2

MACINA• BOSE• COPELAND and ASSOCIATES,INC CONSULTING ENGINEERS AND LAND SURVEYORS

l 035 Central Parkway North, San Antonio, Texas 78232 12f01545-ll22 FAX 12101 545-9302

TBPE Fim, Registration #784 I TBPLS Firm Registration #1 001 ! 700 I $BE Certified #214046463 www.mbcengineers.com

METES AND BOUNDS DESCRIPTION OF

A 13.84 ACRE (602,929 SQUARE FOOT) TRACT OF LAND SITUATED IN THE GUILLERMA NUNEZ SURVEY, ABSTRACT 548, SECTION NUMBER 151, BEXAR COUNTY TEXAS BEING IN NEW CITY BLOCK 10578; AND BEING OUT OF A 84.59 ACRE TRACT OF LA,_"1\ID DESCRIBED IN WARRANTY DEED RECORDED IN VOLUME 15578, PAGE 1973, OFFICIAL PUBLIC RECORDS, BEXAR COUNTY, TEXAS; SAID 13.84 ACRE TRACT BEING MORE PARTICULARLY DESCRIBED BY METES Al\TD BOUNDS AS FOLLOWS:

COMMENCING at a 1/2-inch Iron Rod on the Southerly right of way line of Gembler Road, a variable width public right of way, and marking the Northeasterly corner of said 84.59 Acre Tract;

THENCE S 00° 21' 04" Ea distance of 5.00 feet, along the Easterly boundary line of said 86.59 Acre Tract, to 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set at the POINT OF BEGINNING;

THENCE S 00° 21' 04" Ea distance of 1614.05 feet, along the Easterly boundary line of said 86.59 Acre Tract, to a 1/2-inch Iron Rod with cap stamped "M:BC Engineers" Set, said 1/2-inch Iron Rod being S 00° 21' 04" E a distance of 650.29 feet from a Txdot Brass Disc Found on the Northerly right of way line of Interstate Highway 10 East, a variable width public right of way, and marking the Southeasterly corner of said 86.59 Acre Tract;

THENCE the following calls over and across said 84.59 Acre Tract:

S 89° 39' 54" W a distance of 49.99 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;

N 37° 13' 15" W a distance of 75 .02 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" S_et ;

S 89° 38' 56" W a distance of 281.85 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set at a point of curve to the left;

Along said curve to the left having the following Parameters: Radius=244.75 feet, Arc Length=79.46 feet, Chord Bearing= N 09° 28' 27" Wand a Chord Distance of 79.11 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set at a point of curve to the right;

Along said curve to the right having the following Parameters: Radius=l 72.75 feet; Arc Length=47.22 feet, Chord Bearing= N 10° 56' 36" Wand a Chord Distance of 47.08 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;

N 03° 06' 42" W a distance of 597 .69 feet to a 1/2-inch Iron Rod with cap stamped ''MBC Engineers" Set at a point of curve to the left;

Along said curve to the left having the following Parameters: Radius=169.75 feet, Arc Length=l33.04 feet, Chord Bearing= N 25° 33' 52" Wand a Chord Distance of 129.66 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set at a point of curve to the right;

Along said curve to the right having the following Parameters: Radius=105.25 feet, Arc Length=28.04 feet, Chord Bearing = N 40° 23' 01" W and a Chord Distance of 2 7 .96 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;

Page 1 of2

P:\1570\31789-Red Berry Mansion\Letters\Ex21-13.841 Acre M&B-31789.docx

Exhibit

A-I

N 05° 16' 20" Ea distance of 131.94 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;



N 32° 59' 21" E a distance of 171.48 feet to a 1/2-inch Iron Rod with cap stamped "lVIBC Engineers" Set at a point of curve to the left,

Along said curve to the left having the following Parameters: Radius=415.00 feet, Arc Length=209.64 feet, Chord Bearing = N l 8° 31' 03" E and a Chord Distance of 207.42 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;

N 04 ° 03' 49" E a distance of 89 .99 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;

N 89° 37' 59" Ea distance of219.21 feet to the POINT OF BEGINNING containing 13.84 Acres of land more or less as surveyed by Macina, Bose, Copeland, and Associates, Inc

Note: A Boundary Exhibit that is made a part hereof and shall accompany this instrument.

Date: July 9, 2018 Job No: 31789-1570

Page 2 of 2

P:\1570\31789-Red Berry Mansion\Letters\Ex.21-13.841 Acre M&B-31789.docx

M A C I N A • B O S E • C O P E LA N D and A S S O C I AT E S , I N C CONSULTING ENGINEERS A.ND LAND SURVEYORS

I 035 Central Parkway North, San Antonio, Texas 78232 (210/ 545-1122 FAX /210) 545-9302

TBPE Firm Registration #784 I TBPL5 Firm Registration #I 0011700 I SBE Certified #214046463 www.mbcengineers.com


A 18.03 ACRE (785,373 SQUARE FOOT) TRACT OF LAND SITIJATED IN THE GUILLERMA NUNEZ SURVEY, ABSTRACT 548, SECTION NUMBER 151, BEXAR COUNTY TEXAS BEING IN NEW CITY BLOCK 10578; AND BEING OUT OF A 84.59 ACRE TRACT OF LAND DESCRIBED IN WARRANTY DEED RECORDED IN VOLUME 15578, PAGE 1973, OFFICIAL PUBLIC RECORDS, BEXAR COUNTY, TEXAS; SAID 18.03 ACRE TRACT BEING MORE PARTICULARLY DESCRIBED BY lVIBTES AND BOUNDS AS FOLLOWS:

BEGINNING at a Tx DOT Brass Disc Found on the Northerly right of way line of Interstate Highway 10 East, and marking the Southwesterly corner of Lot 20, Block 2, New City Block 10578, Summer City Subdivision, Volume 9549, Page 57, Deed and Plat Records, Bexar County, Texas;

THENCE S 53° 40' 07'' W a distance of 61.79 feet, along the Northerly right of way line of said Interstate Highway 10 East, to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;

THENCE departing the Northerly right of way line of said Interstate Highway 10 East, across said 84.59 Acre Tract, the following calls:

N 00° 21' 04" W a distance of 44.49 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;

N 53° 40' 07'' Ea distance of36.87 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers' '. Set;

N 00° 21' 04" W a distance of 113 .59 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;

S 89° 45' 05" W a distance of202.99 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;

S 53° 40' 07'' W a distance of232.67 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;


N 17° 31' 39" W a distance of366.91 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;


N 72° 25' 51" Ea distance of286.55 feet to a 1/2-inch Iron Rod with cap stamped "11:BC Engineers" Set at a point of curve to the left;

Along said curve to the left having the following Parameters: Radius = 100.00 feet, Arc Length= 127.03 feet, Chord Bearing= N 36° 02' 24" E and a Chord Distance of 118.66 feet, to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;


N 89° 46' 02" E a distance of 32.34 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set at a point of curve to the left;

Pagel of4

P:\1570\31789-Red Berry Mansion\Letters\Ex22-l 8.03 Acre M&B-31789.docx Exhibit

Along said curve to the left having the following Parameters: Radius= 224.03 feet, Aic Length= 30.48 feet, Chord Bearing= N 14° 46' 27" Wand a Chord Distance of 30.46 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set at a point of curve to the right;

Along said curve to the right having the following Parameters: Radius= 193.53 feet, Aic Length= 52.90 feet, Chord Bearing= N 10° 50' 27" Wand a Chord Distance of 52.74 feet, to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;

N 03° 00' 34" W a distance of 597.77 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set point of curve to the left;

Along said curve to the left having the following Parameters: Radius= 149.02 feet, Aic Length= 74.70 feet, Chord Bearing= N 17° 22' 11" Wand a Chord Distance of 73.92 feet to a 1/2-inch Iron Rod with cap stamped "JvffiC Engineers" Set at a point of curve to the left;

Along said curve to the left having the following Parameters: Radius= 50.00 feet, Aic Length= 37.46 feet, Chord Bearing= N 53° 11' 45" Wand a Chord Distance of 36.59 feet to a 1/2-inch Iron Rod with cap stamped "l\.fBC Engineers" Set;






N 15° 32' 41" E a distance of 565 .3 8 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set on the Southerly right of way line of Gembler Road, a Variable width public right of way;

THENCE along the Southerly right of way line of said Gembler Road, the following calls:


N 79° 39' 04" Ea distance of397.14 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;

N 89° 36' SO" Ea distance of69.98 feet to a 1/2-inch Iron Rod Found;


THENCE departing the Southerly right of way line of said Gembler Road across said 84.59 Acre Tract, the following calls:

Page 2 of4



S 04 ° 03' 49" W a distance of 89 .99 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set at a point of curve to the right;

Along said curve to the right having the following Parameters: Radius= 415.00 feet, Arc Length= 209.64 feet, Chord Bearing= S 18° 31' 03" Wand a Chord Distance of 207.42 feet, to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set






Along said curve to the left having the following Parameters: Radius= 105.25 feet, Arc Length= 28.04 feet, Chord Bearing= S 40° 23' 01" E and a Chord Distance of 27.96 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set at a point of curve to the right;

Along said curve to the right having the following Parameters: Radius= 169.75 feet, Arc Length= 133.04 feet, Chord Bearing= S 25° 33' 52" E and a Chord Distance of 129.66 feet to a 1/2-inch Iron Rod with cap stamped ':MBC Engineers" Set;

S 03° 06' 42" Ea distance of 597.69 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set at a point of curve to the left;

Along said curve to the left having the following Parameters: Radius= 172.75 feet, Arc Length= 47.22 feet, Chord Bearing= S 10° 56' 36" E and a Chord Distance of 47.08 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set at a point of curve to the right;

Along said curve to the right having the following Parameters: Radius = 244.75 feet, Arc Length = 79.46 feet, Chord Bearing = S 09° 28' 27" E and a Chord Distance of79.l l feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;

N 89° 38' 56" Ea distance of281.85 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;

S 37° 13' 15" Ea distance of75.02 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;

N 89° 39' 54" Ea distance of 49.99 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set on the Westerly boundary line of said Lot 20;

Page3 of4

P:\J 570\31789-Red Berry Mansion\Letters\Ex22-l 8.03 Acre M&B-31789.docx

.,::n_ ~

THENCE S 00° 21, 04" E a distance of 650.29 feet to the POINT OF BEGINNING and containing 18.03 Acres of land more or less as surveyed by Macina, Bose, Copeland, and Associates, Inc;


--=--=-+-i'---c~_.c--o_7c...._,,,,.-=o 1 , IY ,Ilnl~~J:llSOll, R.P LS.

Registration 10011700

Date: July 9, 2018 Job No: 31789-1570

Page 4 of4

P:\1570\3 1789-Red Berry Mansion\Letters\Ex22-l 8.03 Acre M&B-31789.docx •

M A C I N A • B O S E • C O P E LA N D and A S S O C I AT E S , I NC CONSULTING ENGINEERS AND LAND SURVEYORS

1035 Central Parkway North, San Antonio; Texas 78232 (210) 545-1122 FAX (210) 545-9302

TBPE Firm Registration #784 I TBPI.S Firm Registration #1 0011700 I SSE Certified #214046463 www.mbcengineers.com


A 26.27 ACRE (1,144,120 SQUARE FEET) TRACT OF LAND SITUATED IN THE GUILLERMANUNEZ SURVEY, ABSTRACT 548, SECTION NUMBER 151, BEXAR COUNTY TEXAS BEING IN NEW CITY BLOCK 10578; AND BEING OUT OF A 84.59 ACRE TRACT OF LAND DESCRIBED IN WARRANTY DEED RECORDED IN VOLUJ.\1E 15578, PAGE 1973, OFFICIAL PUBLIC RECORDS, BEXAR COUNTY, TEXAS; SAID 26.27 ACRE TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:

BEGINNING at a 1 inch Iron Pipe Found on the Northerly right of way line of Interstate Highway 10 East, a Variable Width Public right of way, and marking the Southeasterly comer of a 5.001 Acre Tract of Land Described in Warranty Deed, recorded in Volume 15161, Page 474, Official Public Records, Bexar County, Texas;

THENCE N 18° 28' 37" W a distance of 297.40 feet, departing the Northerly right of way line of said Interstate Highway 10, to a 1/2-inch Iron Rod Found marking the Northeasterly comer of said 5.001 Acre Tract;

THENCE S 89° 34' 43" W passing at a distance of 2237.39 a 1/2-inch Iron Rod Found continuing for a total distance of 2287.65 feet to a Point being the most westerly comer of said 84.59 Acre Tract;

THENCE along the Westerly boundary line of said 84.59 Acre Tract, the following calls:

N 33° 54' 37" Ea distance of224.46 feet to a Point;

N 67° 36' 12" Ea distance of 256.99 feet to a Point;




N 50° 521 59" Ea distance of147.45 feet to a Point;

THENCE departing the Westerly boundary line of said 84.59 Acre Tract over and across said 84.59 Acre Tract, the following calls:

S 47° 081 04" E a distance of 830.26 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;

Page l of2

P:\l 570\31789-Red Berry Mansion\Letters\Ex23-26.27 Acre M&B-31789.docx

Exhibit

S 00° 25' 17" E a distance of 419.13 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;

N 89° 34' 43" E a distance of 570.44 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;

N 53° 40' 07'' E a distance of 232.67 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;

N 89° 45' 05" E a distance of 202.99 feet to a 1/2-inch Iron Rod with cap stamped '1MBC Engineers11 Set;


S 53° 40' 07'' W a distance of 36.87 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;

S 00° 21' 04" E a distance of 44.50 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set, on the Northerly right of way line of said Interstate Highway 10;

THENCE S 53° 40' 11" W a distance of 441.42 feet to the POINT OF BEGINNING and containing 26.27 Acres of land more or less as surveyed by Macina, Bose, Copeland, and Associates, Inc.

Note: A boundary exhibit that is made a part hereof and shall accompany this instrument.

Date: July 9, 2018 Job No: 31789-1570

Page 2 of2

P:\1 570\3 1789-Red Beny Mansion\Letters\Ex23-26.27 Acre M&B-31789 ,docx •

M A C I N A • B O S E • C O P E LA N D and A S S O C I AT E S , I N C · CONSULTING ENGINEERS AND LAND SURVEYORS

1035 Central ParkWay North, San Antonio, Texas 78232 /210) 545-1122 FAX 1210) 545-9302

TBPE Firm Registration #784 I TBPLS Firm Registration # 10011700 I SBE Certified #2 I 4046463 www.mbcengineers.com

METES AND BOUNDS DESCRJPTION OF

A 26.40 ACRE (1,150,025 SQUARE FEET) TRACT OF LAND SITUATED lN THE GUILLERMA NUNEZ SURVEY, ABSTRACT 548, SECTION NU1\1BER 151, BEXAR COUNTY TEXAS BEING lN NEW CITY BLOCK 10578; AND BEING OUT OF A 84.59 ACRE TRACT OF LAND DESCRIBED IN WARRANTY DEED RECORDED IN VOLUME 15578, PAGE 1973, OFFICIAL PUBLIC RECORDS, BEXAR COUNTY, TEXAS; SA.ID 26.40 ACRE TRACT BEJNG MORE PARTICULARLY DESCRIBED BY 'METES AND BOUNDS AS FOLLOWS:

COM1\1ENCING at a 1 inch Iron Pipe Found on the Northerly right of way line of Interstate Highway 10 East, a Variable Width Public right of way, and marking the Southeasterly comer of a 5.001 Acre Tract of Land Described in Warranty Deed, recorded in Volume 15161, Page 474, Official Public Records, Bexar County, Texas;

THENCE N 18° 28' 3 7" W a distance of 297.40 feet, departing the Northerly right of way line of said Interstate Highway 10, to a 1/2-inch Iron Rod Found marking the Northeasterly comer of said 5.001 Acre Tract;

THENCE S 89° 34' 43" W a distance of 206.16, along the Northerly boundary line of said 5.001 Acre Tract to a Point;

THENCE N 00° 25' 17" W a distance of 20.00 feet to departing the Northerly boundary line of said 5.001 Acre Tract, across said 84.59 Acre Tract to 1/2-inch Iron Rod with cap stamped "l\1BC Engineers" Set at the POINT OF BEGINNING;

THENCE S 89° 34' 43" W a distance of 275.95 feet to a 1/2-inch Iron Rod with cap stamped "l\1BC Engineers" Set;

THENCE N 00° 25.' 17" W a distance of 419.13 feet to a 1/2-inch Iron Rod with cap stamped "l\1BC Engineers" Set;

THENCE N 47° 08' 04" W a distance of 830.26 feet to a Point on the Westerly boundary line of said 84.59 Acre Tract;


N 50° 52' 59" Ea distance of3 l.64 feet to a Point;



N 61 ° 54' 59" Ea distance of 130.16 feet to a Point;



Pagel of3


Exhibit


N 13° 11' 59" W a distance of99.99 feet to a Point;

N 01° 40' 21" W a distance of 127.86 feet to a Point;

N 10° 39' 04" E a distance of 52.52 feet to a Point on the Southerly right of way line of Ge~bler Road, a Variable width public right of way;

THENCE N 86° 27' 04" E a distance of 156.34 feet along the Southerly right of way line of said Gembler Road, to a Point;

THENCE N 70° 43' 04" Ea distance of 30.01 feet, continuing along the Southerly right of way line of said Gembler Road, to a Point;

THENCE departing the Southerly right of way line of said Gembler Road, across said 84.59 Acre Tract, the following calls:


S 74° 27' 19" Ea distance of 76.71 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;



N 17° 39' 09'' Ea distance of 94.41 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;

S 74° 39' 42" Ea distance of 168.07 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set at a point of curve to the right;

Along said curve to the right having the following Parameters: Radius = 50.00 feet, Arc Length= 37.46 feet, Chord Bearing= S 53° 11' 45" E and a Chord Distance of36.59 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set at a point of curve to the right;

Along said curve to the right having the following Parameters: Radius= 149.02 feet, Arc Length = 74.70 feet, Chord Bearing = S 17° 22' 11" E and a Chord Distance of73.92 feet, to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;


Along said curve to the left having the following Parameters: Radius = 193.53 feet, Arc Length= 52.90 feet, Chord Bearing = S 10° SO' 27" E and a Chord Distance of 52.74 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set at a point of curve to the right;

Page 2 of3

P:\1570\31789-Red Berry Mansion\Letters\Ex24-26.40 Acre M&B-31789.docx •

Along said curve to the right having the following Parameters: Radius= 224.03 feet, Arc Length= 30.48 feet, Chord Bearing= S 14° 46' 27'' E and a Chord Distance of30.46 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;


S 00° 21 ' 04" Ea distance of96.75 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set at a point of curve to the right;

Along said curve to the right having the following Parameters: Radius= 100.00 feet, Arc Length== 127.03 feet, Chord Bearing= S 36° 02' 24" Wand a Chord Distance of 118.66 feet, to a 1/2-inch Iron Rod with cap stamped "}.,fBC Engineers" Set;

S 72° 25' 51 '' W a distance of 286.55 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;

S 15° 31' 47" W a distance of 122.82 feet to a 1/2-inch Iron Rod with cap stamped "Iv!BC Engineers" Set;

S 17° 31' 39" Ea distance of 366.91 feet to the POINT OF BEGINNING and containing 26.40 Acres of land more or less as surveyed by Macina, Bose, Copeland, and Associates, Inc;

Note: A boundary exhibit that is made a part hereof and shall accompany this instrument.

Date: July 9, 2018 Job No: 31789-1570

Page 3 of3


.:: CW.f. CWB

GEMEJLER .ROAD rpus~i; ,Rf.Qlif.r,,0i: w4i')

•.~ - ~ -- -----

... .. LAND 'iTt.i..~ $\,)R.~i'. Qf

A 0. 05 7 A Ckt tRA.crr OF LAM:1. QUT QF I!,lE

{ll/lLLERMA N.&Nt,1/ $J/8 VtY. NO.. t6.t A8$TRA·C..r 548

NEW CITY EJL.QQK 10577

Exhibit

I±£

Final

EXHIBITB PURCHASE AND SALE AGREEMENT

B-1

#5695120.11

Real Estate Sales Contract (Red Berry Estate)

Table of Contents

1. Purchase and Sale of Property . ..... ......... .. .. ............ .. ........................ .................... 4 2. Buyer' s Activities on the Property ............................................ .. .......... ............... 5 3. Closing Documents . .... .. ......... ... ..................... : ...................................... ............... 6 4. Closing ...... ........... .. .. ............................ .... .... .......................... .... ... ....................... 6 5. Prohibited Interests in Contracts .................... .. ............................................. ....... 8 6. Miscellaneous Provisions .. ....... ......................................................... .......... ......... 8 7. Public Information ........................ ....................................................................... 9 Title Company Acknowledgment and Receipt.. ..................... ........ ........................... 11 Exhibit A: Property Descriptions .......... .. ..................................................................... 1 Exhibit B: Representations ......... .. ................... .............. ................................... .... ....... 3 Exhibit C: Form of Deed ............ .......... .. ........... ...... .. ................................................... I

Authorizing Ordinance: 2017-10-12-0790

Authority for Negotiated

#5755002.2

Sale: Texas Tax Code § 311.008

Seller: City of San Antonio

Address: P.O. Box 839966, San Antonio, Texas 78283-3966

(Attention: Pete Alanis)

Phone: 210-207-3908

Emaii: [email protected]

Type of Entity: a Texas municipal corporation

Buyer: San Antonio Housing Trust Public Facility' Corporation

Attn: John Kenny

Address: 2515 Blanco Rd. 78212

Phone: 210-735-2772

Email: j [email protected]

Type of Entity: Public Facility Corporation

Page 1

Property Approximately 84.597 acres of real property in San Antonio Texas ("Property"): located at 4007 East Il-I 10 and 856 Gembler Road and associated

improvements located at 827 Richland Drive more fully described in Exhibit A ("Land"), together with any improvements to the Land ("Improvements") consisting of the following tracts ("Tracts"):

#5755002.2


A tract of land containing 13 .84 acre tract of land situated in the GuillermaNunez Survey, Abstract 548, Section Number 151, Bexar County Texas being in New City Block 10578; and being out of a 84.59 acre tract of land described in. warranty deed recorded in Volume 15578, Page 1973, Official Public Records, Bexar County,

Texas; said 13.84 acre tract being more particularly described by metes and bounds in Exhibit "A-1 ", attached hereto and made a part

hereof.


A tract of land containing 18.03 acre tract of land situated in the Guillenna Nunez Survey, Abstract 548, Section Number 151, Bexar County Texas being in New City Block 10578; and being out of a

84.59 acre tract of land described in warranty deed recorded in Volume 15578, Page 1973, Official Public Records, Bexar County, Texas; said 18.03 acre tract being more particularly described by metes and bounds in Exhibit "A-2", attached hereto and made a part

hereof.


A tract of land containing 26.27 acre tract of land situated in the Guillerma Nunez Survey, Abstract 548, Section Number 151, Bexar

County Texas being in New City Block 10578; and being out of a 84.59 acre tract of land described in warranty deed recorded in Volwne 15578, Page 1973, Official Public Records, Bexar County, Texas; said 26.27 acre tract being more particularly described by

metes and bounds in Exhibit "A-3 ", attached hereto and made a part hereof.

Page 2

#5755002.2


A tract of land containing 26.40 acre tract of land situated in the Guillerma Nunez Survey, Abstract 548, Section Number 151, Bexar

County Texas being in New City Block 10578; and being out of a 84.59 acre tract of land described in warranty deed recorded in Volume 15578, Page 1973, Official Public Records, Bexar County,

Texas; said 26.40 acre tract being more particularly described by metes and bounds in Exhibit "A-4", attached hereto and made a part

hereof.

Tract 5 ("Well Pump Lot") A tract of land containing 0.057 acre tract of land situated within

the corporate limits of the City of San Antonio, Bexar County, Texas, being out of the Guillerma Nunez Survey No. 151, Abstract 548, New City B1ock 10577, and being all of a 50.00' x 50.00' tract described as SECOND TRACT conveyed unto Red Berry Estate, LTD. by Assumption Warranty Deed executed October 25, 2002 and recorded in Volume 9761, Page 156, Real Property Records of said county and state said 0.057 acre tract being more particularly

described in Exhibit "A-5", attached hereto and made a part hereof.

Additionally, water rights ("Water Rights") consisting of the

following:

40 acre-feet per year of Edwards Aquifer permitted unrestricted irrigation groundwater, described in Edwards Aquifer Authority' s (EAA) Permit Number 100042 derived from BE000019, previously recorded with the Bexar County Clerk as document# 20180114492,

Official Public Records, Bexar County, Texas.

Title Company: Alamo Title Company

Address: 18618 Tuscany Stone, Suite 240

Phone: 210-490-1313

Email: [email protected]

Page 3

Purchase Price: Assigned Executed Promissory Note in the amount of $1,473,056.00 and Payment of Two-Hundred Thousand 00/100

Dollars ($200,000.00) for the benefit of the Red Beny Estate

Property Owner's Association prior to Closing of the Housing

Site.

Effective Date: The date a representative of the Title Company signs

a receipt for this fully executed contract

County for Performance Bexar County, Texas

1. Deadlines and Other Dates. [ may be amended]

1.01. Delivery of Title Commitment

for Housing Site

1.02. Delivery of legible copies of

instruments referenced in the

Housing Site Land Title

Commitment


for Commercial Site and Pecan

Orchard



Commercial Site and Pecan

Orchard Land Title

Commitment

1.05. Delivery of Title Commitment for City Improvements Site

and Well Pump Lot



City .Improvements .Site Land

Title Commitment

1.07. Delivery of Surveys

#5755002.2

_Days after the Effective Date

__ Days after the Effective Date

July18,2018

July 18, 2018

_ _ Days after the Effective Date

NI A Buyer acknowledges receipt of

survey

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1.08. Delivery of Seller's records as _ _ Days after the Effective Date

specified in Exhibit C (deeds)

1.09. Asbestos Survey Deadline NIA Buyer acknowledges receipt

1.10. Buyer's Objection Deadline JO Days after the receipt of Title Commitment and legible copies of instruments referenced in the Title Commitment, Survey

1.11. Buyer's Termination Deadline 10 Days after Notice of Cure

Deadline

1. 12. End of Inspection Period 10 Days after the Effective Date

1.13. Closing Date of Housing Site August 15, 2018

and Water Rights

1.14. Closing Date of City Improvements Site, Commercial Headquarters July 30, 2018

Site, Pecan Orchard Site and Well Pump Lot

1.15. Closing Time 10:00 A.M.

1.16. By signing this agreement (" Agreement"), Buyer acknowledges that it has previously satisfied itself outside the mechanisms of this Agreement about all aspects of the Property, including but not limited to the physical condition of the Property, title-related matters, and environmental-related matters.

1.17. The representations of the parties on Exhibit B are true and correct at the time of signing this Agreement and will be true at Closing.

1.18. The deeds delivered at Closing must be substantially in the form shovm at Exhibit C.

2. Buyer's Activities on the Propert)1•

If Buyer enters the Property before closing for further inspection or testing or any other reason, Buyer, as well as anyone acting on Buyer's behalf or authorized by Buyer, will indemnify, defend, and hold Seller harmless from any loss, attorney's fees, expenses, or claims arising out of Buyer ' s investigation of the Property. Further, Buyer releases Seller and those persons acting on Seller's

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#5755002.2

behalf from all claims and causes of action (including claims for attorney's fees and court and other costs) resulting from Buyer's investigation of the Property.

3. Closing Documents. 3.01. At closing for the City Improvements Site, Commercial Site, Pecan Orchard, Well

Pump Lot, and Water Rights,

a) Seller will deliver the following items:

Deed Without Warranty for Commercial Site and Pecan Orchard

Deed Without Warranty for City Improvements Site and Well Pump Lot

IRS Non-foreign Person Affidavit

Evidence of Seller's authority to close this transaction

b) Buyer will deliver the following items:

Evidence of Buyer's authority to consummate this transaction

Assigned Executed Promissory Note in Lieu of Purchase Price

3. 02. At closing for the Housing Site,


Deed Without Warranty for the Housing Site

Water Warranty Deed for Water Rights


Two-Hundred Thousand 00/100 Dollars ($200,000.00) for the benefit of the Red Berry Estate Property OV1rner's Association.

4. Closing. 4.01. Multiple Closings. This transaction contemplated by this Agreement is a single

purchase and sale transaction with respect to all of the Land, Improvements and Water Rights as described under Property. The Buyer and Seller acknowledge that the closings (each a "Closing" and collectively, the "Closings") with respect to the Property may not occur simultaneously and the Buyer may acquire the Property in multiple Closings provided that the purchase and sale of the Land and Water Rights occur by or before the Closing terms as defined by Section 1.

At each Closing, the following will occur:

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#5755002.2

. a. Closing Documents. The parties will execute and deliver the Closing Documents as described in Section 3.

b. Disbursement of Funds; Recording,· Copies. Title Company will be instructed to disburse the Purchase Price and other funds in accordance with this contract, record the deeds and the other Closing Documents directed to be recorded, and distribute documents and copies in accordance with the parties' ·written instructions.

c. Possession. Seller will deliver possession of the Property to Buyer, subject to the Permitted Exceptions existing at closing.

4.02. Transaction Costs.

a. Buyer will pay:

1. Buyer's expenses and attorney's fees.

b. Seller will pay:

1. the basic charge for the Title Policy;

u. all of the escrow fee charged by Title Company;

111. the costs to record all documents to cure Title Objections agreed to be cured

by Seller;

iv. Title Company's inspection fee to delete from the Title Policy the

customary exception for parties in possession;

v. the costs to deliver copies of the instruments described in article 1; and

the costs to obtain, deliver, and record all documents other than those to be

recorded at Seller' s expense; and

vi. Seller' s expenses and attorney's fees.

c. Ad Valorem Taxes. Property owned by Seller is exempt under Texas Property Tax Code § 11.11 . At closing property taxes will be prorated according to Texas Tax Code§ 26. l 0. Seller assumes no responsibility for ad valorem taxes for any period, rollback or otherwise, not otherwise imposed on it by law.

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#5755002.2

d. Postclosing Adjustments. If errors in the prorations made at closing are identified within ninety days after closing, Seller and Buyer will make postclosing adjustments to correct the errors within fifteen days ofreceipt of notice of the errors.

5. Prohibited Interests in Contracts. 5.01 The Charter of the City of San Antonio and its Ethics Code prohibit a City officer

or employee, as defined in Section 2-52 of the Ethics Code, from having a financial interest in any contract with the City or any City agency such as city owned utilities. It is recognized that Buyer is a public non-profit corporation established by the direction of Resolution No. 2009-12-10-003 8R under the Texas Public Facility Corporation Act for the benefit of the public. Buyer's board of directors consists of five San Antonio City Council members. Buyer's board warrants and certifies that none of its members hold a financial interest, directly or indirectly, in any contract with the City of San Antonio or sale to the City of San Antonio of any land, materials, supplies, or service.

6. Miscellaneous Provisions. 6.01. Severability. If any portion hereof is determined to be invalid or unenforceable, such

determination does not affect the remainder hereof.

6.02. Successors. This Agreement inures to the benefit of and is bindin2: on the heirs, ~ '

representatives, successors, and permitted assigns of each party. This clause does not authorize any assignment not otherwise authorized.

6.03 . Integration. This Written Agreement Represents The Final Agreement Between The Parties And May Not Be Contradicted By Evidence Of Prior, Contemporaneous, Or Subsequent Oral Agreements Of The Parties. There Are No Oral Agreements Between The Parties.

6.04. Modification.

6.04.01. This Agreement may not be 'changed orally but only by a written agreement, signed by the pany against whom enforcement of any modification is sought. Subject---io ihe foregoing, any of the terms of this Agreement may be modified at any time by the party entitled to the benefit thereof, but no such modification, express or implied, affects the right of the modifying party to require observance of either (i) the same term or condition as it applies on a subsequent or previous occasion or (ii) any other term hereof.

6.04.02. The Director of City Center Development and Operations may, without further action of City Council, agree on behalf of Seller to extensions of deadlines or other non-material modifications to the rights and obligations of the parties under this Agreement.

6.05. Notices. Any notice provided for or permitted hereunder must be in writing and by certified mail, return receipt requested, addressed to the parties at their respective addresses set forth in the preamble hereof. The giving of notice is complete three days after its deposit, properly addressed and postage prepaid, with the United States Postal Service. Failure to use certified mail

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#5755002.2

does not defeat the effectiveness of notice actually received, but such notice is given only upon actual receipt. Address for notice may be changed by giving notice hereunder.

6.06. Further Assurances. The parties must execute and deliver such additional documents and instruments as may be required to effect fully the provisions hereof. No such additional document(s), however, shall alter the rights or obligations of the parties as contained in this agreement

6.07. Waiver of Consumer Rights. Buyer Waives Its Rights Under The Texas Deceptive Trade Practices-Consumer Protection Act, Section 17.41 et seq. of The Tex.as Business and Commerce Code, A Law That Gives Consuiners Special Rights and Protections. Mter Consultation With an Attorney of Its Own Selection, Buyer Voluntarily Consents To This Waiver.

6.08. Incorporation by Reference. All exhibits to this Agreement are incorporated into it by reference for all purposes as if fully set forth.

6.09. Administrative Agreements. The Director of the Transportation and Capital Improvements Department and the Assistant Director of the Transportation and Capital Improvements Department may, vvithout further council action, agree to, sign, and deliver on behalf of the City all consents, certificates, memoranda, estoppels, and modifications of nonmaterial rights and obligations arising under this -agreement and may declare defaults and pursue remedies for such defaults.

7. Public Information. Buyer acknowledges that this instrument is public information within the meaning of Chapter 552 of the Texas Government Code and accordingly may be disclosed to the public. Nothing in this agreement waives an otherwise applicable exception to disclosure.

In Witness Whereof, the parties have caused their representatives to set their hands.

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#5755002.2

Seller:

· City of San Antonio, a Texas municipal corporation

Signature: __________ _

Printed Name: ------------

Title: - - ----------

Date: - -----------

Attest:

City Clerk

Approved as to Form:

City Attorney

#5755002.2

Buyer:

San Antonio Housing Trust Public Facility Corporation

Signature: __________ _

Printed Name: ------------

Title: ------ ---- - -

Date: ------------

Page 10

Title Company Acknowledgment and Receipt

#5755002.2

Seller: City of San Antonio

Address: P.O. Box 839966, San Antonio , Texas 78283-3966

Buyer: San Antonio Housing Trust Public Facility Corporation

Address: ·. 2515 Blanco Rd. , San Antomo, Texas 78212

Property: Approximately 84.597 acres of real prope1iy in San Antonio Texas located at 4007 East IH 10 and 856 Gembler Road and

associated improvements located at 827 Richland Drive more fully described in Exhibit A ("Land"), together with any improvements to the Land ("Improvements") consisting of the

following tracts ("Tracts"):


A tract of land containing 13. 84 acre tract of land situated in the Guillerma Nunez Survey, Abstract 548, Section Number 151,

Bexar County Texas being in New City Block 10578; and being out of a 84.59 acre tract of land described in warranty deed recorded in Volume 15578, Page 1973, Official Public Records, Bexar County, Texas; said 13.84 acre tract being more

particularly described by metes and bounds in Exhibit "A-1 ",

attached hereto and made a part hereof.

· Tract 2 ("Commercial Site")

A tract of land containing 18. 03 acre tract ofland situated in the Guillerma Nunez Survey, Abstract 548, Section Number 151,

Bexar County Texas being in New City Block 10578; and being

out of a 84.59 acre tract of land described in warranty deed recorded in Volume 15578, Page 1973 , Official Public Records,

Bexar County, Texas; said 18.03. acre tract being mor.e particularly described by metes and bounds in Exhibit "A-2",


Page 11

#5755002.2


A tract of land containing 26.27 acre tract of land situated in the Guillerma Nunez Survey, Abstract 548, Section Number 151, Bexar County Texas being in New City Block 10578; and being out of a 84.59 acre tract of land described in warranty deed

recorded in Volume 15578, Page 1973, Official Public Records, Bexar County, Texas; said 26.27 acre tract being more particularly described by metes and bounds in Exhibit "A-3", attached hereto and ·made a part hereof.


A tract of land containing 26.40 acre tract of land situated in the

Guillerma Nunez Survey, Abstract 548, Section Number 151, Bexar CoW1ty Texas being in New City Block 10578; and being out of a 84.59 acre tract of land described in warranty deed

recorded in Volume 15578, Page 1973, Official Public Records, Bexar County, Texas; said 26.40 acre tract being more particularly described by metes and bounds in Exhibit "A-4",


Tract 5 ("Well Pump Lot") A tract ofland containing 0.057 acre tract ofland situated within the corporate limits of the City of San Antonio, Bexar County,

Texas, being out of the Guillerma Nunez Survey No. 151, Abstract 548, New City Block 10577, and being_all of a 50.00' x

50.00' tract described as SECOND TRACT conveyed unto Red Berry Estate, LTD. by Assumption Warranty Deed executed

October 25, 2002 and recorded in Volume 9761, Page 156, Real Property Records of said county and state said 0.057 acre tract being more particularly described in Exhibit "A-5", attached


Water rights (".Water Rights") consisting of the following:

40 acre-feet per year of Edwards Aquifer permitted unrestricted

irrigation groundwater, described in Edwards Aquifer Authority's (EAA) Permit Number 100042 derived from

Page 12

BE000019, previously recorded with the Bexar County Clerk as

document# 201801 14492, Official Public Records, Bexar

County, Texas.

Title Company agrees to act as escrow agent according to the terms of this Contract. Further, Title Company acknowledges receipt from Buyer of three fully executed counterpart originals of

the Contract on the same date, with one fully executed original Contract being returned to each

of Seller and Buyer.

Alamo Title Company

By: - -------~ --- -

Printed Name:

Title: - ---------- -

Date: ----------- -

#5755002.2

Page 13

Exhibit A: Property Descriptions


A tract ofland containing 13.84 acre tract ofland situated in the Guillem1a Nunez Survey, Abstract

548, Section Number 151, Bexar County Texas being in New City Block 10578; and being out of

a 84.59 acre tract of land described in warranty deed recorded in Volume 15578, Page 1973,

Official Public Records, Bexar County, Texas; said 13.84 acre tract being more particularly

described by metes and bounds in Exhibit "A-1 ", attached hereto and made a part hereof.


A tract ofland containing 18.03 acre tract ofland situated in the Guillerma Nunez Sw-vey, Abstract

548, Section Number 151, Bexar County Texas being in New City Block 10578; and being out of a 84.59 acre tract of land described in warranty deed recorded in Volwne 15578, Page 1973,

Official Public Records, Bexar County, Texas; said 18 .03 acre tract being more particularly

described by metes and bounds in Exhibit "A-2", attached hereto and made a part hereof.


A tract ofland containing 26.27 acre tract ofland situated in the Guillerma Nunez Survey, Abstract

548, Section Number 151, Bexar County Texas being in New City Block 10578; and being out of

a 84.59 acre tract of land described irt warranty deed recorded in Volwne 15578, Page 1973,


described by metes and bounds in Exhibit "A-3 ", attached hereto and made a part hereof.


A tract ofland containing 26.40 acre tract ofland situated in the Guillerma Nunez Survey, Abstract

548, Section Number 151, Bexar County Texas being in New City Block 10578; and being ~ut of

a 84.59 acre tract of land described in warranty deed recorded in Volume 15578, Page 1973,



Tract 5 ("\Vell Pump Lot")

A tract of land containing 0.057 acre tract of land situated within the corporate limits of the City

of San Antonio, Bexar County, Texas, being out of the Guillerma Nunez Sw-vey No. 151, Abstract

548, New City Block 10577, and being all of a 50.00' x 50.00' tract described as SECOND TRACT

A-1

conveyed unto Red Berry Estate, LTD. by Assumption Warranty Deed executed October 25, 2002

and recorded in Volume 9761, Page 156, Real Property Records of said county and state said 0.057

acre tract being more particularly described in Exhibit "A-5", attached hereto and made a part

hereof.

Water Rights

40 acre-feet per year of Edwards Aquifer pem1itted unrestricted irrigation groundwater, described

in Edwards Aquifer Authority's (EAA) Permit Number 100042 derived from BE000019, previously .recorded with the Bex'ar County Clerk as document # 20180114492, Official Public

Records, Bexar County, Texas.

A-2

MACINA• BOSE• COPELAND and ASSOCIATES,INC CONSU LTING ENGINEERS AND LAND SURVEYORS

1035 Cenm:i•s~(li'.tf,,,,:/~ ~~~3~~as 78232 TBPE Flrm Registration #7&ii ! TBPL5 Firm Regifflatlon #I 0011700 I S~ Certrfiec! #21404Q4f:3

www.mbcenglneeu.com

METES AND BOUl\'DS DESCRil'TION OF

A 13.84 ACRE (602,929 SQUA.REFOOT) TRACT OF LAND STI1JATED IN THE GUILLERMA NL~Z SUR VEY, ABSTRACT 548; SECTION NUMBER 1°51, BEXAR COUKTY TEXAS BEING IN NEW CT1Y'BLOCK 10578; A.1\'D BEING our OF A 84.59 ACRE TRACT OF LAND DESCRIBED IN WARRANTY DEED RECORDED IN VOLUME J 557&, PAGE 1973, OFFJCL",L PUBLIC RECORDS, BEXAR COUNTY, TEXAS; SAID 13.84 ACRE TR..I\.CT BEING MORE P ARTIClJLARL Y DESCRIBED BY METES AND BOUNDS AS FOLLOWS:

COMMENCING at a 1/2-inch Iron Rod on the. Southerly right of way line of Gembler R?a.d, a variable width public right of way, and marking the Northeasterly comer of said 84.59 Acre Tract;

THR"J\TCE S ooe 21' 04" E a distance of 5.00 feet, along the Easterly bounda.ry line of said 86.59 Acre Tract, to 1/2-inch Iron Rod with cap stamped "MEC Engineers" Set at the POINT OF BEGIN1',7NG;

. '

THENCE S 00° 2 1' 04" Ea distance of 16!4.05 feet, along the Easterly bounciary line of said 86.59 Acre Tract, to a 1/2-inch Iron Rod with cap stamped "MBC Engineersn Se., said 1/2.-inch Iron ·Rod being S 00° 21' 04" Ea distance of 650.29 feet from a Txdot Brass Disc Found on the Northerly right of way line of Interstate Highway 10 East, a variabie width public right of way, and marking the Southeasterly comer of said 86.59 Acre Tract;

THENCE the following calls over and across said 84.59 Acre Tract


N 37° 13' iS" W a distance of75.02 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" S_et;

S 89° 38' 56" W a distance of281.&5 feet toe. 1/2-inch Iron Rod wirh cap stamped "MBC Engineers" Set at a point of curve to the left;

Along said curve to the left having the follo~J1g Pa.rameters: Radius=244 :75 feet, Arc Length=79 .46 feet, Chord Bearing= N 09° 28' 27" W and a Chord Distance of 79.1 f feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set at a point of curve to the right;

Along said curve to the right having the following Parameters: Radius=l 72.75 feet, Arc Length=47.22 feet, Chord Bearing= N 10° 56' 36" W and a Chord Distance of 47 .08 feet to a 1/2-inch Iron Rod :with cap stamped "MBC Engineers" Set;

N 03° 06' 42" W ..a_distance ofj97-,69 feet-to a 1/2-incb.Iron Rod with cap stamped ''.MBC Engineers" Se.t at a point of curve to the left;

Along said curve to the left having the following Parameters: Radius=J69.75 feet, Arc Length= l33.04 feet, Chord Bearing = N 25° 33 ' 52" W and a Chord Distance of 129 .66 ,feet to a 1/2-inch Iron Rod with cap stamped "MBC ·Engineers'' Set at a point of curve to the right;

Along said curve to t:he right having the following Parameters: R a~us=l05.25 foot, Arc Length=28 .04 fe&, Chord Bearing = N 40° 23' 0 l " W and a Chord Distance of 27:96 feet to a 1/2-inch Iron Rod with cap stamped '·'MBC Engineers" Set;

. P,ge J of2

P:\!570\31789-Rcd Berry Man,;on\Lctters\Ex21-l3,841 Acr.: M&B-3!789.riocx

A-3

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N 05° i 6' 20" Ea distance oq3l.94 feet to a 1/2-incb Iron Rod with cap stamped "MBCEngineers" Set;

N 32° 59' 21" Ea distance of 124.01 fee: to a 1/2-incb lron Rod with cap stamped "MBC Engineers" Set;

N 46° 20' 32" E c. distance of 4j .30 feet to a 1/2-inch Iron Rod wr'Ji cap stampec "MBC Engineers" Set;

K 32° 59' 21" Ea distance of 171.48 feet to a 1/2-incb Iron Rod with cap stamped ''MBC Engineers" Set at a point of curve to the left, ·

Along said curve to the left having the following Parameters: Radius=415.00 feet, Arc L~gtb=209.64 feet, Chord Bearing= N 18° 31' 03" E and a Chord Distance of207.42 feet to a 112-inch Iron Rod with cap stamped "MBC Engineers" Set;

N 04° 03' 49" Ea distance of 89.99 feet to a 1/2-incb Iron Rod wiih cap stamped "MBC Engineers" Set;

N 89° 37' 59" Ea distance of 219 .. 2 1 feet to the POINT OF BEGINNING containing i3.84 Acres of land more- oc less as surveyed by Macina, Bose, Copeland, and Associates, loc

Note: A Boundary Exhibit that is made a part hereof and shall a~company this instrument.

Date: July 9, 2018 Job No: 31789-1570

Page 2 of2

P:\1S70\31789-Red Berry M.ansion\L::tt=\Exl;-13_84[ Aore M&B-31789.docx .

A-4

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NDTtS: 1) BEARlNGS AAS aASE..t> ON TEXAS ST,'.Ti PLANE COORDINATE 5YS!=M oruo SOUTP. ca!'fRAI.. ZONE EST A9USHEO BY GPS

2) BOUNDARY ~Hll3:tT ONLY, IMF'ROVEMENTS NOT SHOWN A 0

J) THIS BOUI-JDARY EXH!BIT WAS PREPARED WITHOUT THE BENEFlr OF A Tln.E CDMM1TMENT, ANO MAY NOT SHOW ALL cASt:MENTS OR OTHER MATTERS THAT AFFECT THIS PROP~TY. z

SCALE: 1' • 300' N 88"37'S!i"E GEMBLER ROAD

- I [55' PUBlJC RlGhi o:=: WA,Y}

f21S.2':' SEE D=TAI\.. '1. I r - - v TH1ssHEET

' 0 160 300

LEGEND 1'2" IR.ON ROD FOU"'O

• (UNLESS NOTEO)

~ ;i;~~:i~:::;~1!iS~AMP50

------------, J . 500"21'0,,!."E GEMBLER ROAO I ,.oo·

B4..5il A.CRETRA.C7 WARRANTY DEED

(\IOL.1S57t, PG. 1i 73. 0 ,P,R,)

OETAIL,t.

CUNelablt

C1 244.TS" 75A6' 1! '3-S-03'

C3 169,Tf' 133.J'.M,' 4<'6,('19'

Cl. fo5.25' 28.04' 15'18'00'

C5 .(15.00' . 239.B<' :l:B'5E"35"

1015 cetiltJII ~ ~ S1J1M~Ten111ZJ2

(110)S4S-11Z2F.U:(110 )5'S-Qllll FIRM IL~13"0Vlt"IOH M~~EA:

T;BP.E.t-7~ & l.&:,P.l..t.10ttm'OO

N 3:2"58'2~• E 12~.01'

,: B• -~9 A.::RE TIV.:T ~ WA.RRWTYO!:EO jg

CVOL1m~ ms,oJ•Jq S

" Chord8u rlng Chart! ~n;<:~.

N 0~28'7tW 79.11'

N 10'5~'Je"IAI (7.o/J'

NZ5"'Jl'52"W 12s.e~•

N 40'23'01'W ,,..., N 1M1'DTE 207.C'

n ~,1,.-____ .,

S 6R"'38'56'' W 261,Bli'

N S7" 13'15~ W '15.02'

ft.13.84 ACRE (602,82.B SQUAR~ FOOT) TRACT a:= !..AND s1ruATED IN TH:',GUILLEAMA NUNEZ SURVEY, 11.BS~CT 54B, SECTION

NUMB~R 15\, BEXAR COUNTYTEXA6 B=ING 1N N'e'N CliY BLOCK 1057a,AND BEING OUT"OF t..M.59ACRETRACTOFl.AND

OESCR.16EO IN WARRM/"lv 0~ RECORDED IN VOW ME 1557~, PAGE 1873, OFffCIAL Puau:. RECORDS, BEXAR COUNn', T:XAS.

C>ti.;: Jvl D(;, lD1f , 2:26pr,-. Us. !C:}cmolu Ll)'O\/~ l.ayt,ul! FU,: P·,\1570'J1111~ec 6eny Mansion\D,~11\E.dii~1-&o-an1my 13.k i.in,hJ111!9AwQ aytMn:ime.: U)'Oll11

A-5

DESIGN

DRAWN

CHECKED

DATE

JOB NO.

PAGE

J C

JCJ

-07-0B--1B

31789-1570

of 1

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MACINA • BOSE • COPELAND and ASSOC I AT.ES, INC CONSULTING ENGINEERS A.ND LAND 'SURVEYORS

t03S Central Parkway North, San Antonio, Te,;as 1a;z32 /21 OJ S4S-11 22 FAX (210J S4S-9302

TllPE Firm Regiso-ation #784 I IBPLI Firm RegJstration #I 0011700 I SBE cer;lfied r2 l 4046463 · www.mboengineers.corn


A 18 .03 ACRE (785,373 SQUARE FOOT) TR.ACT OF LAND .SITUATED IN TIIB GUILLERMA NlJNEZ S1JRVEY, ABSTRACT 548, SECTION NUMBER l51, BEXAR COUNTY TEXAS BEING IN :N"EW CITY BLOCK 10578; AND BEING OUT OF A 84.59 ACRE TRACT OF L.I\.ND DESCRIBED IN WARRANTY DEED RECORDED IN VOLUME 15578, PAGE 1973, OFFICLI\LPUBLIC RECORDS, BEXAR COUJ\1TY, TEXAS; SAID 18 .03 ACRE TRACT BEING MORE

· PARTICULAlli,Y DESCRIBED BY :METES AND BOUNDS AS FOLLOWS:

BEGINNING at a Tx DOT Brass Disc Found on the Northerly right of way line of Interstate H:ighwey 10 East, and marking the Southwesterly comer of Lot 20, Block 2, New City Block J 0578, Summer City SubdivisioP~ Volume 9549, . Deed and Plat Records, Bexar County, Texas;

THENCE, S 53° 40' 07" W ·a distance o: 6J.79 fee:, a.long the Northerly right of way !be of said Interstate H'.ighway IO East, to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;

THENCE departing the NorJierly right of way line of said Interstate Highway 10 East, across said 84 .59 Acre Tract, the following calls: ·

N 00° 21' 04" W a distance of 44.49 feet to a in-inch Iron Rod with cap stamped "MBC Engineers" Set;

N 53° 40' 07'' Ea distance of36.87 feet to a 1/Z-inch Iron Rod with cap Stamped "MBC Engineers" Set;

N 00° 21 • 04" W a distance of 113 .59 f;iet to a l/2-inch Iron Rod with cap stamped "MBC Engineers" Set;

S 89° 45' 05" W a distance of202.99 feet to a 112-inch Iron Rod with ~ap stamped "MBCEngineers"· Set;

S 53< 40' 07" W a distance of232.67 feetto a l l2-inch Iron Rod with ca? s1a1nped "MBC Engineers" Set;

S 89° 34' 43" W a distance of294.49 feet to a 112-inch Iron Rod with cap stamped "MBC Engineers" Set;

N 17° 31' 39" W a distance of366.91 feet to a 112-inch Iron Rod with cap stamped "MBC Engineers" Set; .

N l 5° 3 ! ' 47" Ba distance of 122.82 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;

N 72° 25' 51" E a distance of 286.5 5 fee, to ·a 1/2-incb Iron Rod witb cap stamped "MBC Engineers" Set at a point cf curve to the left;

Along said curve to the left having the following Parameters: Radius= 100.00 fe~ Arc Length= 127.03 fee:, Chord Bearing= N 36° 02' 24" E and a Chord Distance of J 18.6~ feet, to a l ,'2-inch Iron Rod with cap stamped "MBC Engineers" Set;

N 00° 21' 04" W ~ distance of 96. 75 'feet to a l/2~inch Iron Rod with cap stamped "MBC Engineers'' Set;

N 89° 46' 02" Ea distanee of 32.34 feet to a 112-incb Iron E,od with cap stamped "M:BC Engineers" Set at a point of cuzve to the left, -

Page ! of4

P:11570'3 l 7B9-Rod B•ny Mmision\Lcttm\Ex22- lB_D3 Acre M&B-31789.doox

A-6

Along said curve to t\le left having the following·Parameters: Radius= 224.03 feet, luc Length = 30.48 feet, Chord Bearing= N 14° 46 ' 27" Wand a Chord Distance of 30.46 feet to a_l/2-inch lrol'. Rod with cap stamped "MBC Engineers" Set at a point of curve to the right;

Along srud curve to the right having the following Parameters: Radius= 193.53 feet, i\rc Length = 52.90 feet, Chord Bearing = N 10~ 50' 27'' W and a Chord Distance of 52.74 feet, to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;

N 03° 00' 34" W a distance of 597.77 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set point of curve ta the left; ·

Along said cuzve to the left having the following Parameters: Radius = 149.02 feet, Afc Length= 74 .70 feet, Chard Bearing = N 17° 22' 11" W anc a Chord Distance of 73 .92 feet to a i/2-inch Iron Rod with cap stamped "MBC Engineers" Set at a point of curve to the left;

A.long said curve to the left having the following Parametors: Radius= 50.00 feet, Arc Length = 37.46 . feet, Chord Bearing~ N 53° 11' 45" Wand a Chord Di.stance of 36.59 feet to a 1/2-inch Iron Rqd with cap stamped "MBC Engineers" Set; ·

N 74° 39' 42" W a distance of i 68.07 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;

S 17° 39' 09" W a distance of 94 .4 J feet to a 1/2-mch iron Rod "With cap stamped "MBC Engin~ers" Set;

N 72° 20' 59" W a distance of 182.26 feet to a -1/2-incb Iron Rod with c ap stamped "MBC Engineers" Set;


N 74° 27' 19" W a dirumce of 76.71 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set; .

N l 5° 32' 41" Ea distance of 565.38 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set on the Southerly right of v,-ay line of Gembler Road, a Variable width public right of way;


N 70° 43' 04" Ea distance of 68.62 feet to a 1/2-inch Iron Rod :with cap stamped "MBC Engineers'; Se~

N ,79° 39' 04" Ea distance of 397.14 feet to a 1/2,inch Iron Rod with cap stampeci "MBC Engineers" Set;

N 89° 36 ' 50" Ea distance of 69.98 feet to a 1/2-inch Iron Rod Found;

N 00° 25' 30" W a distance of 15.09 feetto a 1/2-_inch Iron Rod with cap stamped "MBC Engineers" Set;

THENCE departing the Southerly right of way line of said Gembler Road across said 84 .59 Acre Tract, the following calls: ·

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!

N 89° 3 7' 59" E a distance of19 .83 feet to a 1/2-inch Iron Rod with cap stamped "!vffiC Engineers" Set; .

S .04° 03' 49" W a distance of 89 .99 feet to. a l/2-inch Iron Rod with cap stamped "MBC Engineers" Set at a point of curve to the right;

A.long said ~urve to the right having the following Pa.=eters: Radius= 415 .00 foet, Aic Length = 209.64 feet, Chord Bearing = S 18° 31' 03" Wand a Ciiord Distanc_e of 207.42 feet, to a 112-inch Iron Rod with cap stamped "MBC Engineers" Set ·

S 32° 59' 21" W a distance of 171.48 feet-to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;

S 46° 20' 32" W a d.istimce of 43 .30 feet to a 1/2-inch lron Rod with cap stamped "MBC Engineers;' Set;

S 32° 59' 21" W a distance of 124 .01 feet to a 1/2.-inch Iron Rod with cap stamyed "MB_CEngineers" Set;

S 05° 16' 20" W a distance of 77.48 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Sot;

S 05° 16' 2.0" W a distance of 54.46 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set at a point of curve to the left;

AJong said curve to the left having the following Parameters: Radius = 105.25 fee:, Arc Length = 28.04 feet, Chord Bearing= S 40° 23' 01" E and a Chord Distance of 27.96 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engine=" Set at a point of curve to the right;

Along said curve to the rigilt having the following Parameters: Radius= 169.75 feet, Aic Length = 133.04 feet, Chord Bearing= S 25° 3l' 52" E and a Chord Distance of 129.66 feet to. a 1/2-inch lron Rod with cap stamped '.'MBC Engineers'' Set;

S 03° 06' 42" Ea distance of 597.69 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set at a point of.curve to the left;

Along said curve to the left having the folJowing Parameters: Rari.ius = 172,75 fee~ AJc Length= 47.22 feet, Chord Bea.ring= S l 0° 56' 36" E and a Chord Distance of 47.08 feet t o a 1/2-inch Iron Roa with cap stamped ''.MBC Engineers" Set at a point of curve to the right; ·

Along said curve to the right having the following Parameters: Radius= 244.75 feet, Arc Length,= 79.46 feet, Chord Bearing= S 09° 28' 27" E and a Chord Distance of79.l l feet to a 1/2-inch Iron Rod with cap stamped ''1"1BC Engineers" Set;

N 89° 3 8' 56" E a distance of 2.81.85 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" -Set;

8 37° 13' 15" Ea distance of 75.02 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;

N 89° 39' 54" E a distance of 49.99 feet to a 1/2.-inch Iron Rod "With cap stamped "MBC Engineers" Set on the Westerly boundary line o f said Lot 20;

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I • •

THENCE S 00° 21' 04" E a distance of 650.29 feet to the POlNT OF BEGINNING and containing 18.03 Acres of land more or less as surveyed by Macina, Bose, Copeland, and Associates, Inc;

Note: A Boundarv Exhlbit tlJat is made a oart hereof and shall accompany this instrurneat.

. o 7 ---o 1--(y l:tlJl'lSl:l.ai:i-,!t)l:jlZSOn, R.P .L.S. .

Regis1ratioa )0011700

Date: July 9, 2'018 Job No: 31789-1570 .

Page4of4

P:\1570\31789-Red Berry Mimsioo\Lettero\Ex22-li.03 Acre M&B-31789,doe><

A-9

i\',

t I

~-' . 'I ·

r = ;

A 0 z SCALE: 1' = 300'

300 0 l LEGEND \/2" IRON ROD FOUND i.JNl~SSS NOTED)

~ ~i~b~~~;~~AMPEO

CUrvtTablo

11-4..:StlACRE TIU.C~ WA.i;iRA.~TY 0EE0

(VO~ 1551'8. Hin; OPR.}

S3r"13'15" E 75.02'

N89"'39'5t' E:' 4'.il.V9'

18.03 ACR.ES (785,373 SQ. FT.)

S !IB't.SDS"W 202 .99'

/\ NO'!ES; , ).BEAR.INOS ARE BASED ON TEXAS sr .. TE ?l.J,J\IE COORDINATE-SYSTEM'ORIO SOUTrl CENTRAL Zrn-E ESTAB'..ISHED 'SY G?S.

21 BOUNDARY EXHIBl'f ONLY, IIIAPR.OvEME~rs NOT SHOWN

3)Tt-HS BOUNDA.RY EXHIBITWA.S PREPARED W\THOUT T.~!: BENE,:;rT 0~ A Tm.E COMMlTMEt,/"'{', AND MAY NOT SHOW ,'J..L EAS2MENTS OR OTH:R ~A~JU: TliAT AFFECT THIS. PRO::,ERTY,

s

c, 100.00' iU.03'

c, 224.03' ) 0,4,8'

1113..sJ' Sl.!Kl'

14fl .07 'l'.(..'l'C'

C5 50.00' 37.46'

c, 41.5.00' 209.6('

C7 \0S.2f' 28.o,r

169,76' •,3S.O('

C.9 172.75' 1.1:u.·

c,o 244.75' 7i.40'

BOUNDARY EXHIBIT OF

Ooh

1.1'48"55"

1•,1·4e;•

1t-3g••I'.,"

2S"4l'15"

.(.'l"E5'f>4."

28' 56'35'

15"\ B'OO"

•.c·~·ii' 15"38'4fi"

1n6'03"

10:,SCeN.no!P&Nd~ ),,111111, ~ri~.,-~.,n::i:i (<!1G).5-(~112Z f M(2'10)6,l.S.C,ol FOOAREO!STILl<1lOl'fNUM9ER;

'tS!.F'.E..F-i&t &. T.B.P.L.S. 1C0t110U

A iS.03 ACRE (785,373 SQUARE FOOT) TRACT OF LAND srruJ.. .ED IN me: GUILLERM.t. NUNi:Z SURVEY, ABS"ffiACT 54-e,, SECTION

NUMBER i6i, BEXAR COUNTY TEXAS· BBNG IN NEW CITY BLOCK iCSTil: At,:O B! ING OUT OF A ei .59 ACRE TRACT OF LAt..'O

D£SCR!BEO lN WARRAITTY OCED RECORDED 11-.'VOLUME 1557l!, PAGE ,sn, OFFl~:IAL PUBLIC REC.OROS, &EXAR COUNT':', TEXAS.

Du; J_olDll, 2D1$, l~111 Uwr 0:1Ul8Val t.Jyau: l.r,uvtl . . Fh:P~1570\31781l-Rll:! bnyl-'.,~ .. ·~2-&ouno1ry 1&.C~1=--317S9.dwpL1yau1n1m,::U)'OUl1

A-1 0

Chord Bnring Cl'lll'C: ltn¢h

NJa-"02'24' E 116,66'

N1<'..,-V'W "" N 10"50'27"W Sl,7•'

1-:1rir,,·w n.tt N 53"11 '46" W S&,Sg

s \B"31'03~w 207.1.2"

S40"2l'Ot' E 27..9B'

s2i0JJ'S:Y E: 12'..ee'

6 10·~~-f 47.0a'

S Oil~E 7Q.11'

L2. N00"21'04" W 4-4.~9'

u N s:nC'Or E JUT

L4 fl/ OO-Z1'0'" W 11J.59'

1,,.5 N 'f.t:'39'42" W iM..07'

LE S 17"'39'CY'W SK.41'

L7 N l7' 1~'2-4" E 60.27'

\.8 N 7• ' 27'1:i" w 76,71'

DESIGN

DRAWN JC

CHECl<ED J CJ

OATE 07-09-201!!

JOSNO. s,1BS-1s10

PAG.:. ol ,

M A C I N A • 8 O s· E • C O P E L A N D and A S S O C I A T E S , I N C CONSULTING ENGINEERS AND LAND SURVEYORS

1035 Central ParkWay North, San Antcnio: Texas; 78232 [210) S4S-t 122 FAX f210J S4S-9)02

lBPE Frrm Reglsrration #78• · 1 TBPLS-F1rm Reg~tiOf'I #)0011700 I SSE Certified #214CM:6463 www.111bc:~n91nee:rs.com •

METES AND BOUNDS DESCRil'TION' OF

A 26.27 ACRE (1,144,120 SQUARE FEET) TRACT OF LAND SITUATED IN T.tIB GUILLER.l.\iA NUNEZ SURVEY, ABSTRACT 548, SECTIONNCJ1..1J?ER 151, BEXAR COUNTY TEXAS BEING IN NEW CITY BLOCK 10578; AND BEING OUT OF A 84.59 ACRE TRACT OF LAND DESCRIBED IN WARRANTY DEED RECORDED IN VOLUME 15578, PAGE 1973, OFFICIAL PUBLIC RECORDS, BEXAR COUNTY, TEXA.S; SAID 26.27 ACRE TRACT BEING MORE PARTICULARLY DESCRIBED BY METES ANTI BOUNDS AS FOLLOWS:

BEGINNING at a 1 inch Iron Pipe Found on the Northerly right of way line of Interstate Highway 10 East, a Variable Width Public right of way, and marking the Southeasterly comer of a 5.00] Acre Tract of Land Descnoed in Warranty Deed, recorded in.Volilm.e 15161, Page 474, Official Public Records, Bexar County, Texas;

THENCE N 18° 28' 3711·w a distance of297.40 feet, departing the Northerly right of way line of said Interstate Highway 10, to a 1/2-inch-Iron Rod Pound marking the Northeasterly corner of said 5.001 Acre Tract; ·

THENCE S 89° 34' 43 11 W passing at a distance of 2237.39 a ·112-inch Iron Rod Found continuing for a total distance of 2287 .65 feet to a Point being the most westerly comer of said 84.59 Acre Tract; ·

THENCE along the Westerly bo·.mciary line of said 84.59 Acre Tract, the follov.ri.ng '<alls:

N 33° 54' 37 11 Ea distance cif224.46 feet to a Point;

N 67° 36' 12" Ea distance 01256.99 feet to a Poirit_;

N 57° 14' 29" Ea dista.11ce of 2:13.92 feet to a Point;


N 36° 05' 59'' Ea distance of22l.82 fee1to a Point;


THENCE departing the Westerly boundary line of.said 84.59 Acte Tract over and actoss said· 84.59 Acre Tract, the following calls:


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N 89° 34' 43" E a distance of 570.44 feet to a 1/2-inch Iron Roci -with cap stamped "MBC Engineers" Set;

N 53° 40' 07'' ·E a distance of 232.67 feet to a 1/2-inch Iron Roci -with cap stanped "lV'.IBC Engineers" Set;

N g9c 45' 05" E a distance of ~02.99 feet to a 112-inch Iron Rod -with cap stamped "MBC Engineers" Set;

8 00° 2-I' 04" E a distance of 113.59 feet to a 1i2-incb Iron Rod -with cap stamped "MBC Engineers" Set;

S 53 c· 40' 07'' W a distance of 3 6.87 feet to 2 l/2-inch Iron Rod -with cap stamped ":M:BC Engineers'' Set;

S 00° 21 ' 04" E a distance. of 44.50 feet to a 1/2-inch Iron Rod v.~th cap stamped "MBC Engineers" Set, on the Northerly right of way line of said Interstate llighv,ay 10;

THENCE S 53° 40' l l" W a distance of 441.42 feet to fue POTh'T OF BEGINNING md containing 26.27 Acres of land more or iess as surveyed by Macim, Bose, Copeland, and A.ss_oci.ates, lnc.

Note: A bound.a.r,, exhfoit that i:, made a uart hereof anci shall accomoanv this instrument.

Date: July 9, 2018 Job No: 31789-1570

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"' "'

N 57·1.e:·2~· E 21~.92'

SCALE: 1" ; 300' ----. I 300 0 ,bo

LEGEND 112" IRON ROD FOUND (UNLESS NOTED)

"''

® ;:ai~~G~~~;~~l,MPEO

sre~!~6w~~~;1;0 ij (YDL 1.S~ . PG. 2.l.S2, 0,P,'R.)

1035o~P----y Nof1ti S...."11L<ini:::,'f~-..s-7«:0Z

j2\:JjS4• 1122.f"'1.{2'\0)~S-e31n fVW Rf!.-GIS'Tf.lA11QN NUMBER:

r .11..P.E. F-le• & T.Ei.P.L-&. ,oo, ,m,

" ~ ~ "' 26.27 ACRES

(1,144,120 SQ, FT.)

S 00·25•1r E •l\S-.13'

IM.59~ETM.,."'1 WAAAA."l'TVDEED

(VOl.15S't!,PG, t ;n..O.P'.l't.)

NOITS: n BEARINC'.;5 AR£ BASED ON TEXAS STATE P\.ANE COORDINATE SYSTEIJ. GRID SOUTH CE.NTRAL zot,/E ESTABLISHED BY G-:IS.

2) BOUNOARY EXl:11BIT ONLY, IMPROVEMENTS NOT _SHOW"'

3) THIS BOUNDARY EXHIBrr WAS =>R:DARED WITHOUT THE ec t,1eFn' OF A 1TTI..E COMMITMFNT, AND MAY NOT SHOW AU EASEMcN'TS OR OTHER MATT;RSTHAT AFFEC7 TI-HS :ORO?E.RTY.

S OO'"'Z1'CW E 113.69''

Lor 20, B\.OCK 2., N.C.!., 1osn; SUMMER CJ'N S\RIOMSION

(VOL.9'-'S, PG.67, ~.P.R.)

BOUNDARY EXHIBIT OF A 26,Zi ACrlE <t,1~,120 SQUARE FEET) TAACT 01' LA.NO srrtJA'TED

IN THE GUILL.Ei::UM NUNEZ SUR~. ABSTRACT 5,,4.11., SEC:TION NUMBER 151, BEXARCOLJNTVUXAS eEtNG IN NEW CITY BLOCK

1057!; ANO 6!:INQ OLir OF A. 84,59 ACRElRACT OF LANO DE.SCRIB::D IN WARRANTY DE.EO RECOru)EO IN VOWME ~:!578,

PAGE 1Q73, omcw.. PU9LIC RECORDS, 85XAR COUNTY, TEXAS

DESJGN

DRAWN

CHE:'.::~

DATE

JDeNC,

PAG~

JC

JCJ

07-00-2018

:SHBS-1570

of 1

Oa.l•.J\llO!il,2!)16, 1:53p:r. Uwrr~:ic,-iavn ~Layou~ All: P:\1'70'017&9-Rec'Bl<JYMa{tllon.lDni~rt\bhlb'I\Ex?3.awo6,,y2f..27 1::tt-!17~wg Ll:,'OUI Mlmt! L..ty0tin

A-13

M A C I N A • B O S E • C O P E L A N D . and A S S O C I A T E S , I N C • ' CONSULTING ENGI NEERS AND L AND SURVEYORS

103S Cenu.J ~y North, Sa,:, Antonio, Texas 78232 (210] 545-1122 FAX 12101 545-9302 ·

TBPE Firm Reg;stratior. f78-4 l TBPi.s Firm Registration # 100) 1700 I SBE Certffied #214046463 www.mbcengine-e:rs.com . -

METES AND BOUNDS DESCRIPTION OF'

A 26.40 ACRE (1,150,025 SQUARE FEET) TRACT 01' LA.."l\!D SITIJATED IN THE GUILLERMA NUNEZ SURVEY, ABSTRAGT 548, SECTION"NLJMBER 151, BEXAR COUNTY TEXAS BEING IN NEW CITY BLOCK J 0578; Al\'D BEING OUT OF A 84.59 ACRE TRACT OF LAND DESCRIBED IN WARRANTY DEED RECORDED IN VOLUME 1557"8, PAGE 1973, OFFICLA.LPUBLIC RECORDS, BEXAR COUNTY, TEXAS; SAID 26.40 ACRE TRACT BEING MORE PARTIClJl.,ARLYD_ESCRIBED BY METES AND BOUNDS AS FOLLOWS:

COMMENCING at a) inch Iron .!'ipe Found on the Northerly right of way line oflntersiate Highway 10 East, a Variable Vi7idtb Public right of way, and marking the Southeasterly corner of a 5.001 Acre Tract of Land Described in Warranty Deed; recorded in Volume 15161, Page 474, Official Public Records, Bexar. Collll.ty, Texas;

THENCE N 18° 28' 37" W a distance of297.40 feet , departing the Northerly right of way line of said Interstate Highway 10, to a 1/2-inch Iron Rod .Found marking the Northeasrerly comer· of said 5.001 Acre Tract;

THENCE' S 89° 34' 43" W a distance. of 206.!6, aloog the Northerly bound&-y line of said 5.001 Acre Tract to a Point;

THENCE N 00° 25' 17" W a distance of 20 .00 feet to departing the Northerly boundary line of said · 5.001 Acre Tract, across saici 84.59 Acre Tract to i/2-inch Iron Rod with cap stamped "M:BC Engineers" Set ai the POINT OF BEGINNING; -

THENCE S 89° 34' 43" W a distance of 275.95 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set; ·

THENCE N OC0 25'. 17" W a distance of 419.13 feet to a 1/2-inch iron Rod _with cap stamped "M:BC Engineers" Set;



N 50° 52' 59" E a distance of 3 l.64 feet to a Point;

N 45• 00' 42"Eadistance.ofl0J.45 feet to aPoim;·


N 61 ° 54' 59" Ea distance of130. J 6 feet to a Point;

N 23° 38' 04" Ea distarwe of J 19.53 f~tto a Point;

K 26° 16' 25" E a distan:;e of 90.94 feet to a Point;

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N 42° 40~ 28" Ea distance of240.6.8 feet to a Point;

N 13° ! l' 59" W a distance of99.99 feet to a Point;

NO! 0 40' 21" W a distance of 127.86 feet to a Porqt;

N 10° 39' 04" Ea distance of 52.52 feet to a Point on the Southerly right of way line ofGe~bler Road, a Variable width public right of way;

THENCE N 86° 27' 04" E a distance of 156.34 feet along tile Southeriy right of way line of said Gembler Road, to a Point; ·

THENCE N 70° 43' 04" Ea distance of30.0l feet, continuing along the Southerly right of way !ine.~f said Gembbr Road, to a Point;

TRENCF, oeparting the Southerly right of way lioe of said Gembler Road, across said 84.59 Acre Tract, the following calls:

S 15° 32' 41'' W a distance of 565.38 feet to a 1/2-in~hiron Rod with ca:p stamped ''MBC nngin.~ers" .Set;

S 74° 27' 19"E a distance of76,71 feet to a. l /2-inch Iron Rod with cap stamped "MBC Engineers" Set;

S 17° 11' 24" W a distance of 60.27 feet to. a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;

S 72° 20' 59" Ea distance of i 82.26 feet to a 1/2-inch Iron Rod with cap stamped "MBC Enginesrs" Set;

N I 7° 39' 09" E a distance of 94.41 feet to a 1/2-inch Lron Rod with cap stamped "MBC Engineers" Set;

S 74° 39' 42" 5 a distance of 168.07 fee1 to a 1/2-inch Iron Rod with cap stamped "MBC Engineers'; Se: at a point of curve to the right;

Along said curve to the right having the following Parameters: Raclius = 50.00 feet, Arc Length= 3iA6 feet, Chord Bearing= S 53° 11' 45" E and e Chord Distance of35.59 feet to a rt2-inch Iron Rod with cap stru:nped "MBC Engineers" Set at a point of curve to the right;

· Along said curve to the right having the following Parameters; Radius= 149.02 feet, Aro Length = 74.70 feet, Chord Bearing·= S 17° 22' l l " E and a Chord Distance of 73.92 feet, to a 1/2-incb Iron Rod wrth. cap stamped ''MBC Engineers" Set;

S 03° 00' 34" Ea distance of 597.77 feet to a 1/2-incb Iron Rod with cap stamped ''MBC Engineers" Set at a point of curve to the left; ·

Along said curve to the left having the following Parameters: Radius = l.93 .53 feet, Arc Length = 52.90 feet, Chord Bearing= S 10° SO' .27" E and a Chord Distance of 52.74 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set ar a point of cu.-ve to the right;

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Along said curve to the right having the following Parameters: Radius= 22.4.03 feet, Arc Length= 30.48 feet, Chord Bearing= S 14° 46' 27" E and a Chord Distance of 3 0.46 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;

S 89° 46' 02" W a distznce of 32.34 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;

S 00° 21' 04" Ea distance of96.75 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set at a point of curve to ibe right; · ·

Along said curve to the right having the following Parameters: Radius= 100.00 feet, Arc Length= i27.03 feet, Chord Bearing= S 36° 02' 24" Wand a Chor.a Distance of l 18.66 feet, to a 1/2-inch Iron Rod \Vith cap stamped "MBC Engineers" Set; .

S 72° 25' 51" W a distance of 286.55 feet to a 112-inch Iron Rod with cap stamped "MEC Engine=" Set;

S 15° 31' 47" W a distance.of 122.82 feet to a J/2-inch lron Rod v.-ith cap stamped "MBC Engineers" Set;

S 17~ 31' 39'' Ea distance of366.91 feet to the POINT OF BEGTh.1''ING and containing 26.40 Acres of land more or less as surveyed by Macina, Bose, Copeland, and Associates, Inc;

Note: A boundarv exhibit that is made a part hereof and shall accompany this insuument

Date: July 9, 20 l 8 Job No: 31789-1570

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I

GEMBLER ROAD (S!'P\!BI.ICFIIGffiOFW>..Y)

c:i 193.53' .s2.s01 1a-3f •li" s 10°50'z7· c ! 52.74'

Cl 124.C:!' 30.48' 7"4N,t:• S 1.C'4E'27' E 3DAS'

C5 100.00' ~27.03' 72"'+5'155' 6 36"0Z'2l" W 1\a,.te·

.i.57 .~C'

LS NOC"25'17"W 2C.DO' A 0 z 26.40 ACRES

(1,150,025 SQ. FT.) SCALE. 1' = 300'

!WW

M..U ACR~ TRACT WARAAN'fYOE.EO

(VO!.. 15518.. 1Q71., Qi'Jt)

1~35CenlrJJ~Mcllh 091lMIOtiiG,Timu n:z:t2

jl10, MS-1 \22 r:1-¥. CZ,0) "'5-9~ FlR~itEtJISTFV.TlOt'.'k\.!M&EFt

!.&.P.E.. F-,1'84 & T.a.P.LS. 1D0-,1TOO

S !9'-46'02" W )2.34'

s ~'Ql· = 86.75'

~~, 300 D 300

LEGEND 1/2"' IRON ROD FOUND

• (VNL?SS NOTED)

® ~~r~:i~iE~s~tM?EO

NOTES: 1) BEARINGS ARE BASa> ON TEXAS STATE PLANE COORDINA'Tt. SYSTEM oRID SOI.ITH CENTRAL 20NE ESTA.81.!SHEO BY GPS,

2) BOUNDARYEX'HlBIT ONLY, IMPROV=MElloti'S NDi SHOWN

3) THIS BOUNDARY EXHIBrrWAS !JREPAREO WTTHOVi TH~ B::NEFIT o~ A TIT1.E. COMMITMENl, ANO MAY NOT SHOW AU EASaJ.ENlS Ort Oli'iER MATTERS "THAT AFFECT.TI(IS t>ROP~TY

BOUNDARY EXHIBIT OF D!::SIGN

DRAWN JC

A2&.40 A.CRE (1,150,C2S SOUAJ:{EFEET)TRAC7 OFUND SITUATED · 1"1! THE GUlLLEP.MA NUNEZ SUP.VE'Y1 ABSTRAC;" 646, SECTION NUMBER 161,BEXAR COLNTYT"-'.JCAS S!:ING IN NEW CITY '!3!..0CK

i057S; AND BE1NG OUT OF A 84.59 " :;RE iRACT o:= LANO oescfOBEO II\' WAR~TY OEEO RECORDED IN VOLUME 155711,

PAGE 1i73, OFFJCIAL Pll5UC RECORDS., BEXARCOlJNTY, TEXAS.

CHCCKE.0

OA.TE

J0'3 .NO.

PAGE

JCJ

01-os-201e

3H8P..1670

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A- 17

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i I

.,vmw'JIIU i Cl,y11(,,t1t~. 1

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A· 0. 0~? Att{t' 71\iAC~ (Jf" MND· New PrfY &'L!J.Cit)1~7

f.

GU~lL.E~M:~ NU~,!? .I~~ AB!~TR~Cf lkAB.

I' c:i:u.bt ONl' .... tr'ttU mt1 ,

L11~0' 'ilt'J; ~litl_>,:1:it QF

A O.J)ti7 ACl?t. TRA¢t t!r L/011). ~UT Q> l),!E

f]f}/Lltf-?MA N}:IN'l' $iJ!:?v.tY NO.. wt, ABSTRACT $'4:-S-

NtW GI.TY' ~i.,CJQK 10577

A-18

/ , ,\'

i . !

Exhibit B: Representations

Representations; Environmental Matters

A. Seller's Representations to Buyer

Seller represents to Buyer that the following are true and correct as of the Effectiv~ Date

and will be true and correct on the Closing Date.

1. Authority. Seller i:s a municipal corporation duly organized, validly existing, and in good standing under the laws of the state of Texas with authority to convey the Property to Buyer. This contract is, and all documents required by this contract to be executed and delivered to Buyer at closing will be, duly authorized, executed, and delivered by Seller.

2. Litigation. There is no litigation pending or threatened against Seller that might affect the Property or Seller's ability to perform its obligations under this contract.

3. Violation of Laws. Seller has not received notice of violation of any law, ordinance,

regulation, or requirements affecting the Property or Seller's use of the Property.

5. Condemnation; Zoning; Land Use; Hazardous Materials. Seller has not received notice of any condemnation, zoning, or land-use proceedings affecting the Property or any

inquiries or notices by any governmental authority or third party with respect to the presence of hazardous materials on the Property or the migration of hazardous materials from the Property.

6. No Other Obligation to Sell the Property or Restriction against Selling the

Property. Seller has not obligated itself to seli the Property to any party other than Buyer. Seller's performance of this contract will not cause a breach of any other agreement or obligation to which

Seller is a party or to which it is bound.

7. No Liens. On the Closing Date, the Property will be free and clear of all mechanic's and materialrnan' s liens and other liens and encumbrances of any nature except the Permitted Exceptions, and no work or materials will have been furnished to the Property that might give rise

to mechanic's, materialman's, or other liens against the Property other than work or materials to

which Buyer has given its consent.

8. No Other Representation. Except as stated above or in the notices, statements, and

certificates set forth in writing and incorporated hereto, Seller makes no representation with respect

to the Property.

B-1

9. No Warranty. Seller has made no wan·anty in connection with this contract.

B. "As Is, Where Is"

This Contract Is An Arms-Length Agreement Betvveen The Parties. The Purchase Price Was Bargained On The Basis Of An "As Is, Where ls" Transaction And Reflects The

Agreement Of The Parties That There Are No Representations, Disclosures, Or Express Or Implied Warranties, Except For The Warranty Of Title Stated In The Closing Documents And Seller's Representations To Buyer Set Forth In Section A Of This Exhibit B. ·

The Property Will Be Conveyed To Buyer In An "As Is, Where Is" Condition, With All Faults. All Warranties, Except The Warranty Of Title In The Closing Documents, Are

Disclaimed.

The provisions of this section B regarding the Property will be included in the deed with

appropriate modification of terms as the context requires.

C. Environmental Matters

After Closing, As Betvveen Buyer And Seller, The Risk Of Liability Or Expense For Environmental Problems, Even If Arising From Events Before Closing, Will Be The Sole Responsibility Of Buyer, Regardless Of Whether The Environmental Problems Were Known Or Unknown At Closing. Once Closing Has Occurred, Buyer Indemnifies, Holds

Harmless, And Releases Seller From Liability For Any Latent Defects And From Any Liabilit)1 For Environmental Problems Affecting The Property, Including Liabilit)1 Under

The Comprehensive Environmental Response, Compensation, And Liability Act (CERCLA), The Resource Conservation And Recovery Act (RCRA..), The Texas Solid Waste Disposal Act, Or The Texas Water Code. Buyer Indemnifies, Holds Harmless, And Releases Seller From Any Liability For Environmental Problems Affecting The Property Arising As The Result Of Seller's Own Negligence Or The Negligence Of Seller's Representatives. Buyer Indemnifies, Holds Harmless, And Releases Seller From Any Liability For Environmental Problems Affecting The Propert)1 Arising As The Result Of Theories Of Products Liability And Strict Liability, Or Under New Laws Or Changes To Existing Laws Enacted After The

Effective Date That Would Otherwise Impose On Sellers In This Type Of Transaction New

Liabilities For Environmental Problems Affecting The Property.

The provisions of this section C regarding the Property will be included in the deed with


B-2

D. Buyer's Representations to Seller

Buyer represents to Seller that the following are true and correct as of the Effective Date

and will be true and correct on the Closing Date.

1. Authority. Buyer is a Texas public facilities corporation, duly organized, valiq.ly ·

existing, and in good standing under the laws of the state of Texas with authority to acquire the Property from Seller. This contract is, and all documents required by this contract to be executed and delivered to Seller at closing will be, duly authorized, executed, and delivered by Seller.

2. Litigation. There is no litigation pending or threatened against Buyer that might

affect Buyer' s ability to perform its obligations under this contract.

B-3

Exhibit C: Form of Deed

(Commercial Site and Pecan Orchard)

Notice of Confidentiality Rights: If You Are a Natural Person, You May Remove or Strike Any or All the Following Information from Any Instrument That Transfers an Interest in Real Property Before it Is Filed for Record in the Public Records: Your Social Security Number or Your Driver's License Number.

State of Texas } }

County of Bexar }

Deed Without Warranty


Statutory Authority: Local Government Code § 272.001 (a)

SP No./Parcel:

Gran tor: City of San Antonio

Grantor's Mailing City Of San Antonio, P.O. Box 839966, San Antonio, Address: Texas 78283-3966 (Attn: City Clerk)

Grantor's Street Address: City Hall, 100 Military Plaza, San Antonio, Texas 78205 (Bexar County)

Grantee: San Antonio Housing Trust Public Facility Corporation

Grantee's Mailing 2515 Blanco Rd. Address: San Antonio, Texas 78212 -

Consideration: $10 in hand paid and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged.

Property: The real property located in San Antonio, Bexar County,

Texas described in Exhibit "A-2" and Exhibit "A-3"

attached hereto and incorporated herein by reference.

C-1

Grantor, for the Consideration, Grants, Bargains, and Conveys to Grantee, all of Grantor' s right, title, interest, and estate, both at law and in equity, as of the date hereof, in and to the Property, together with all and singular the rights and appurtenances thereto in anywise belonging, To Have and To Hold unto Grantee, Grantee' s successors and assigns forever, Without Any Express Or Implied Warranty Whatsoever, Including But Not Limited to Warranties of Title, Condition, or Character.

The Property is conveyed together with any and all improvements, structures and fixtures located thereon, and with all rights, privileges, rights of way, and easements appurtenant thereto, unless reserved unto other parties herein.

Reservations, Restrictions, Exceptions, And Conditions To Conveyance: This conveyance is explicitly subject to the following:

A. Reservations: All reservations affecting the Property.

B. Easements: All recorded and unrecorded easements, whether or not open and obvious.

C. Restrictions: All covenants and restrictions affecting the Property; Grantee shall develop and

utilize the property for commercial purposes as described in the Authorizing Ordinance.

D. Exceptions: All instruments affecting the Property, whether or not recorded.

E. Conditions: All conditions affecting the Property.

This conveyance does not relieve Grantee of any building, zoning, or other city-imposed requirements, or other land use restrictions applicable to the Property or the obligation to pay any real estate taxes that may otherwise be due.

Grantor expressly disclaims any and all warranties arising by common law, statute (including without limita·tion the implied warranties of§ 5.023, Texas Property Code or any successor statute), or otherwise.

Setting Out The Specific Reservations And Disclaimers Does Not Imply That The Property Is Free Of Other Encumbrances Or Adverse Claims Or Conditions. Grantor Specifically Disclaims Any Such Implication.

In "'itness Whereof, Grantor has caused its representative to set its hand:

Grantor:

City of San Antonio, a Texas municipal corporation

By: _ _ _ _ ___ ____ _

C-2

Printed Name: ___________ _

Title: ------------

Date: ------------

Approved As To Form:

By: ___ ________ _ _ City Attorney

The State of Texas }

County of Bexar }

Before me, the undersigned authority, this instrument was this day acknowledged by ____ ___ _ __ , of and for the City of San i\ntonio, a Texas municipal corporation, on behalf of that entity in the capacity stated.

Date: ________ _

Notary Public, State of Texas

My Commission Expires: ______ _

After Recording, Return To:

C-3

M A C I N A • B O S E • C O P E L A N D and A S S O C I AT. E S , I N C CONSULTING ENGINEERS AND LAND SURVEYORS

I 035 Central Parkway North, San Antonio, Texas 78232 (2TO) 545-1122 FAX (210) 545-9302

TBPE Firm Registration 11784 I TBPLS Firm Registration 1110011700 I SBE Certified #214046463 www.mbc:engineers.c:om

METES AND BOTJNDS DESCRIPTION OF

A 18.03 ACRE (785,373 SQUARE FOOT) TRACT OF LAND SITUATED IN THE GUILLER..MA N1.JNEZ SURVEY, ABSTRACT 548, SECTION NU:M:SER 151, BEXAR COUNTY TEXAS BETh!G IN NEW CITY BLOCK 10578; AJ\1D BEING OUT OF A 84.59 ACRE TRACT OF Lil.:NTI DESCRIBED IN WARRANTY DEED RECORDED Th! VOLUME 15578, PAGE 1973, OFFIClA.L PUBLIC RECORDS, BEXAR COUNTY, TEXAS; SAID 18.03 ACRE TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:

BEGINNING at a Tx DOT Brass Disc Found on the Northerlyright of way line of Interstate Highway 10 East, and marking th~ Sout.l-1westerly corner of Lot 20, Block 2, New City Block 10578, Summer City Subdivision, Volume 9549, Page 57, Deed and Plat Records, Bexar County, Texas;

THENCE S 53° 40' 07" W a distance of 61.79 feet, along the Northerly right of way line of said Interstate Highway l 0 East, to a 1/2-inch Iron Rod with cap stamped "11:BC Engineers" Set;

THENCE departing the Northerly right of way line of said Interstate Highway l O East, across said 84.5 9 Acre Tract, the follov.ing calls:

N 00° 21.' 04" W a distance of 44.49 feet to a 1/2-in.ch Iron Rod with cap stamped "lvIBC Engineers" Set;

N 53° 40' 07" Ea distance of36.87 feet to a 1/2-inch Iron Rod with cap stamped "lvIBC Engineers" Set;

N 00° 21' 04" W a distance of 113 .59 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;

S 89° 45' 05" W a distance of202.99 feet to a 1/2-inch Iron Rod with cap stamped ":tv.IBC Engineers"· Set;

S 53° 40' 07" W a distance of232.67 feet to a 1/2-inch Iron Rod with cap stamped ":tv.IBC Engineers" Set;

S 89° 34' 43" W a distance of 294.49 feet to a 1/2-in.ch Iron Rod with cap stamped "MBC Engineers" Set;

N 17° 31' 39" W a distance of 366.91 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers'' Set; .

N 15° 31' 47" Ea distance of 122.82 feet to a 1/2-inch Iron Rod with cap stamped ":tv.IBC Engineers"·Set;

N 72° 25' 51" Ea distance of 286.5 5 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set at a point of curve to the left;

Along said curve to the left having the following Parameters: Radius= 100.00 feet, Arc Length= 127.03 feet, Chord Bearing = N 36° 02' 24" E and a Chord Distance of 118.66 feet, to a 1/2-inch Iron Rod with cap stamped "MSC Engineers" Set;

N 00° 21' 04" W a distance of 96. 75 feet to a 1/2-inch Iron Rod with cap stamped ":tv.IBC Engineers" Set;

N 89° 46' 02" E a distance of 32.34 feet to a 1/2-inch Iron Rod w ith cap stamped "MBC Engineers" Set at a point of curve to the left;

Page I of 4


Exhibit

A 2--

Along said curve to the left having the following Parameters: Radius= 224.03 feet, Arc Length= 30.48 feet, Chord Bearing= N 14° 46' 27" W and a Chord Distance of 30.46 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set at a point of curve to the right;

.Along said curve to the right having the following Parameters: Radius = 193.53 feet, Arc Length= 52.90 feet, Chord Bearing= N 10° 50' 27" Wand a Chord Distance of 52.74 feet, to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;

N 03° 00' 34" W a distance of 597.77 feet to a i/2-inch Iron Rod with cap stamped "MBC Engineers" Set point of curve to the left;

Along said curve to the left having the following Parameters: Radius= 149.02 feet, Arc Length= 74.70 feet, Chord Bearing= N 17° 22' 11" Wand a Chord Distance of 73.92 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set at a point of curve to the left;

Along said curve to the left having the fol10V1ri.ng Parameters: Radius = 50.00 feet, Arc Length= 37.46 feet, Chord Bearing=-= N 53° 1 P 45" Wand a Chord Distance of 36.59 feet to a 1/2-inch Iron Rod ·with cap stamped "MBC Engineers" Set;

N 74° 39' 42" W a distance of 168.07 feet to a 1/2-inch Iron Rod with cap stan1ped "MBC Engineers" Set;

S 17° 39' 09" W a distance of 94.41 feet to a 1/2-inch Iron Rod·with cap stamped "MBC Engineers" Set;

N 72° 20' 59" W a distance of 182.26 feet to a 1/2-incb Iron Rod with cap stamped "MBC Engineers" Set;

N 17° 11 ' 24" Ea distance of 60.27 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;

N 74° 27' 19" W a distance of 76.71 feet to a 1/2-incb Iron Rod with cap stamped "MBC Engineers" Set;

N 15 ° 32' 41" E a distance of 5 65 .3 8 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set on the Southerly right of way line of Gembler Road, a Variable width public right of way;


N 70° 43 ' 04" Ea distance of 68.62 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;

N _79° 39' 04" Ea distance of 397.14 feetto a 1/2-inch Iron Rod with cap stamped "MBC Engineers» Set;

N 89° 36' 50" Ea distance of 69.98 feet to a 1/2-inch Iron Rod Found;

N 00° 25' 30" W a distance of 15.09 feet to a 1/2-inch Iron Rod with cap stamped ''MBC Engineers" Set;

THENCE departing the Southerly right of way line of said Gembler Road across said 84.59 Acre Tract, the following calls:

Page2 of4

?:\1570\31789-Red Berry Mansion\Letters\Ex22-I 8.03 Acre M&B-31789 .docx

N 89° 37' 59" Ea distance of 19.83 feet to a 1/2-inch Iron Rod with cap stamped "MJ3C Engineers" Set;

S 04 ° 03' 49" W a distance of 89 .99 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set at a point of curve to the right;

Along said curve to the right having the following Pa.-ameters: Radius= 415.00 feet, Arc Length= 209.64 feet, Chord Bearing== S 18° 3 I' 03" Wand a Chord Distance of 207.42 feet, to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set

S 32° 59' 21" W a distance of 171.48 feet to a 1/2-inch Iron Rod with cap stamped ''MBC Engineers" Set;

S 46° 20' 32" W a distance of 43 .30 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;


S 05° 16' 20" W a ~istance of 77.48 feet to a 1/2-inch Iron Rod with cap stamped ''MBC Engineers" Set;


Along said curve to the left having the following Parameters: Radius= 105.25 feet, Arc Length = 28.04 feet, Chord Bearing= S 40° 23' 0 I" E and a Chord Distance of 27 .96 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set at a point of curve to the right;

Along said curve to the right having the following Parameters: Radius= 169.75 feet, Arc Length= 133.04 feet, Chord Bearing= S 25° 33_' 52" E and a Chord Distance of 129.66 feet to a 1/2-incb Iron Rod with cap stamped ''MBC Engineers" Set;


Along said curve to the left having the following Parameters: Radius= 172.75 feet, Arc Length= 47 .22 feet, Chord Bearing= S 10° 56' 36" E and a Chord Distance of 4 7 .08 feet to a 1/2-inch Iron Rod with cap stamped ''MBC Engineers" Set at a point of curve to the right;

Along said curve to the right having the following Parameters: Radius= 244.75 feet, Arc Length= 79.46 feet, Chord Bearing = S 09° 28' 27" E and a Chord Distance of 79 .11 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;

N 89° 38' 56" Ea distance of281.85 feet to a 1/2-inch Iron Rod with cap stamped ''MBC Engineers" Set;

S 37° 13' 15" Ea distance of75.02 feet to a 1/2-inch Iron Rod wi.th cap stamped "MEC Engineers" Set;

N 89° 39' 54" Ea distance of 49.99 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set on the Westerly boundary line of said Lot 20;

Page 3 of 4

P:\1570\3 l 789-Red Berry Mansion\Leners\Ex22-18.03 Acre M&B-31789.ciocx

THENCE S 00° 21' 04" Ea distance of 650.29 feet to the POJNT OF BEGINNJNG and containing 18.03 Acres ofland more or less as surveyed by Macina, Bose; Copeland, and Associates, Inc;

Note: A Boundary Exhroit that is made a part hereof and shall accompanv this instrument.

-Date: July 9, 2'018 Job No: 31789-1570

Page 4 of4

P:\1570\31789-Red Berry Mansion\Letters\Ex22-l 8.03 Acre M&B-3 J 789 .docx

S 04"03'49" W B9.99'

)

64.59 ACRE TRACT WARRANT" DEED

{VOl. 15578. 19n, O,P.R.)

84.59 ACRE TRACT WARRANTY DEED

(VO~. 1557!. 1573, O.P.R.)

s 37"13'16" E 75.02'

N 89"38'56" E 281.85'

N 89"46'02" E 32.34'

N 8S"39'54" E 49.99'

18.03ACRES (785,373 SQ. FT.)

S 89"45'05" W 202.99'

-·~ ,<:,I ~to~ {i.

I - ---~~:'sii9°3ooT'w...._;r,:,. c.," 'l,,()-· 1-- S 89'34'43' W 294.49'

\ NOTES: 1) BEARINGS ARE BASED ON TEXAS STA TE ?LANE COORDINATE SYSTEM GRID SOUTH CENTRAL ZONE ESTABLISHED BY GPS.

2) BOUNDARY EXHIBIT ONLY, IMPROVEM:NTS NOT SHOWN

3) THIS BOUNDARY EXHIBIT WAS PRE?ARED WITHOUT THE BEN:FIT OF A TITLE COMMITMENT, AND MAY NOT SHOW ALL EASEMcNTS OR OTHER MATTERS THAT AFFECT THIS PROPERTY.

w

~ f;" 0 0

"'

Curve # Radius Length

c, 100.00' 127.03'

C2 224.03' 30.48'

C3 193.53' 52.90'

C4 149.02' 74.70'

cs 50.00' 37.46'

C6 415.00' 209.64'

Cl 10~.25' 26.04'

CB 169.75' 133.04'

C9 172.7S 47.22'

C10 244.75' 79.46'

BOUNDARY EXHIBIT OF

A 0 z

SCALE: 1" = 300'

LEGEND • 112" IRON RO'.) FOUND

(UNLESS NOTED)

® :i~r~~G~~~E~~i;H5gAMPED

Curve Tabie

Delta Chord Baaring Chord l engtn

72•45·55• N 35•02•24• E 118.56'

7"47'46" N 14•4s•2rw 30.46'

15"39'46" N 10• 50•27~ W 5<.74'

28"43'15" N 17•2t1i* W 73.92'

42"55'54" N 53•1i145N W 36.59'

28"56'35' S 18"31'03" W 207.42'

15"16'00" S 40"23'01' E 27.96'

44•5t·ig• S 25"33'52~ E , 29.66'

15"39'46' S t0"56'36" E 47.0B'

18"36'03" S 09"28'27" E 79.11'

Une Table

Une# Beari~g Length

LI S 53"40'07" W 61.79'

L2 N 00"21'04" W 44.49'

L3 N 53"40'07" E 36.67'

L4 N00"21'04" W 113.Sft

L5 N 74"39'42" W 168.07'

LB s 17•39·os· w $-;.41'

L7 N 17•11•24" E 60.27'

LB N 74"27'19"W 76.7i'

DEcSIGN

DRAWN JC

ENG I N EERS 103.s, c,nirai Pericwlly 1-lorth San Ar.tor.ic, T exa.s 7B232

(21 D) 54$. • 122 FAX (210) 545-9302 FIRM REGISTRATION NUMBE.R:

A 18.03 ACRE (785,373 SQUARE FOOi) TRACT o~ LAND SITUATED IN THE GUILLERMA NUNEZ SuRVEv, ABSTRACT 548, SECTION

NUMBER 151, BicXAR COUNTY TEXAS BEING IN NEW CITY BLOCK 10578; AND BEING OUT OF A 84.59 ACRE TRACT OF LAND

DESCRIBED IN WARRANTY DEED RECORDED IN VOLUME 15578, PAGE 1973, OFFICIAL PUBLIC R:'CORDS, B!:XAR COUNTY, TEXAS.

CHECK:D JCJ

DATE 07-09-2018

JOB NO. 3'<789-1570

PAGE of T.8.P.~. F-78( &. T .S.P.LS. 10011700

Date: Jul 09, 2018, 3·:05pm User lD: }chavez layou: Layout1 . file: P;\1570\31.789-Red Berry Mansion\Des'1gn\fahiblt\Ex22-Boundary 18.03 aores-3178e.dwg Layout name: LayoiJl.1

M A C I N A • B O S E • C O P E LA N D and A S S O C I AT E S , I N C CONSULTING ENGINEERS AND L,AND SURVEYORS

l 035 Central Parkway North, San Antonio; Texas 78232 (21 OJ 545-1122 FAX (21 OJ 545-9302

TBPE Firm Registration #784 I TBPl5 Firm Registration#! 0011700 I SBE Certified #214046463 www.mbcengineers.com

METES AND BOlJl',i"DS DESCRIPTION OF

A 26.27 ACRE (1,144,120 SQUARE FEET) TRACT OF LA1\1D SITUATED IN THE GUILLERMA NUN-:EZ SURVEY, ABSTRACT 548, SECTION NUMBER 151, BEXAR COUNTY TEXAS BEING IN NEW CITY BLOCK 10578; AND BEING OUT OF A 84.59 ACRE TRACT OF LA.l\TD DESCRIBED IN W ARR.ANTY DEED RECORDED IN VOLUME 15578, PAGE 1973, OFFICIAL PUBLIC RECORDS, BEXAR COUNTY, TEXAS; SAID 26.27 ACRE TRACT BEING MORE PA.RTICULARL Y DESCRIBED BY :METES Al\TD BOUNDS AS FOLLOWS:

BEGTh:l\1ING at a 1 inch Iron Pipe Found on the Northerly right of way line of Interstate Highway 10 East, .a Variable Width.Public right of way, and marking the Southeasterly comer of a 5.001 Acre Tract of Land Described in Warranty Deed, recorded in Volume 15161, Page 474, Official Public Records, Bexar County, Texas;

THENCE N 18° 28' 3711 W a distance of 297.40 feet, departing the Northerly right of way line of said Interstate Highway 10, to a 1/2-inch Iron Rod Found marking the Northeasterly corner of said 5.001 Acre Tract;

THENCE S 89° 34' 43 11 W passing at a distance of 2237.39 a 1/2-inch Iron Rod Found continuing for a total distance of 2287.65 feet to a Point being the most westerly comer of said 84.59 Acre Tract;



N 67° 361 12" Ea dist2.Uce of 256.99 feet to a Point;

N 57° 14' 29" Ea distance of--213_92 feet to a Point;

N 49° 38' OT' Ea distance_ of 532.71 feet to a Point;



THENCE departing the Westerly boundary line of said 84.59 Acre Tract over and across said 84.59 Acre Tract, the follov-iing calls:


Pagel of2

P:\1570\31789-.Red Berry Mansion\Letters\Ex23-26.27 Acre M&:3-31789.docx

Exhibit

A3


N 89° 34' 43" E a distance of 570.44 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;

N 53° 40' 07'' E a distance of 232.67 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;

N 89° 45' 05" E a distance of 2.02.99 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;

S 00° 21' 04" E a distance of 113.59 feet to a 1/2-inch Iron Rod v.rith cap stamped "MBC Engineers" Set;

S 53° 40' 07'' W a distance of 36.87 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;

S 00° 21' 04" E a distance of 44.50 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set, on the Northerly right of way line of said Interstate Highway 10;

THENCE S 53° 40' 11" W a distance of 441.42 feet to the POINT OF BEGTh1'{ING and containing 26.27 Acres of land more or less as surveyed by Macina, Bose, Copeland., and Ass_ociates, Inc.

Note: A boundarv exhibit that is made a part hereof and shall accompany this instrument.

Date: July 9, 2018 Job No: 31789-1570

Page2of2

P:\1570131789°Red Berry Mansion1J.,etters\Ex23-26.27 Acre M&:a-31785.docx

~

SCALE: 1" = 300'

~~-, 300 0

• ®

LEGEND 1/2' IRON ROD FOUND (UNLESS NOTED)

1/2' IRON ROD WITH STAMPED 'MBC ENGINEERS' SET

22.636 ACRE TRACT ~ S0 E::1AL WARP.AN1Y DEED ~

(VDc. 158S4, PG. 2252, D.P.R.)

r,__

% ./ "'& ·,s.,

¥-,. . ~ .... 7c

-s--<)

~~ '0-s.Q (j),>-

'j,,_

9.... .,,~ S 00'21'04" E

"4.50'

26.27 ACRES (1,144,120 SQ. FT.)

S 00"25'17" E 4 19.13'

S 00"21'04" E 113.58'

S4 .59 ACRE TRACT WARRAN1Y DEED

(VOL 15578, PG. 1973, O.P.R.)

NOTES: 1) B:ARINGS ARE BASED ON TEXJ,S STATE PLANE COORDINATE SYSTEM GRID SOUTH Ci::NTRAL ZONE ESTABLISHED BY GPS:

2) BOUNDARY EXHIBIT ONLY, IMPROVEMENTS NOT SHOWN

3) THIS BOUNDARY EXHIBIT WAS PREPARED WITHOUT THE BEN:FIT OF A TI1LE COMMITMENT, AND MAY NOT SHOW ALL EASEMENTS OR OTHER MATTERS THAT AFFECT THIS PROPERTY.

S 53'40'07" W 36.87'

LOT 20, BLOCK 2 , N.C.B, 1057! SUMMER CITY SUBDfVISlON

(VOc. 95'>9, PG. 57, D.P.R.)

ENGINEERS 1035 Central Parkway North San Antoni-o. Texas 78232

{210) 5-45--1 ~22 FAX {21D) 5':5-0002 FIRM REGISTRATION NUMBER:

T.S.P.E. i=~78~ & T.B.P.LS. 100,1100

BOUNDARY EXHIBIT OF A 26.27 ACRE (1,14'1,120 SQUARE FEET) TRACT OF LAND SITUATcO

II\' THE GUIUERMA NUNEZ SURV:cY, ABSTRACT 548, SECTION NUMBER 151, BEXAR COUNTY TEXAS BEING IN NEW CITY BLOCK

10578; AND BEING OUT OF A 84.59 ACRE TRACT OF LAND DESCRIBED IN WARRANTY DEED RECORDED IN VOLUME 15578,

PAGE 1973. OFFICIAL PUBLIC RECORDS, BEXAR COUNTY, TEXAS.

Date:: Jul OS, 2018, 1 ;59prn User 10: jchavez Layout Leyout1 '=lie: P:\1570\31789~Red BerryMartsion\Desigl'\\:xhibit'\Ex23--Boundary26.27 acres--31789.dwg Layout r,ame: U!yo:.m

DESIGN

DRAWN JC

CHECKED JCJ

DATE 07-09-2018

JOB NO. 31789-1570

PAGE of

(City Improvements Site and Well Pump Lot)


State of Texas } }

County of Bexar }



Statutory Authority: Local Government Code § 272.001 (a)

SP N o./Parcel:


Grantor's Mailing City Of San Antonio, P.O. Box 839966, San Antonio , Address: Texas 78283-3966 (Attn: City Clerk)



Grantee's Mailing 2515 Blanco Rd. Address: San.Antonio, Texas 78212

Consideration: $10 in hand paid and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged.

Property: A tract ofland containing 26.40 acre tract ofland situated in

the Guillerma Nunez Survey, Abstract 548, Section Number

151, Bexar County Texas being in New City Block 10578;

and being out of a 84.59 acre tract of land described in

warranty deed recorded in Volume 15578, Page 1973,

Official Public Records, Bexar County, Texas; said 26.40

acre tract being more particularly described by metes and

C-4

bounds in Exhibit "A-4", attached hereto and made a part

hereof; and

A tract ofland containing 0.057 acre tract ofland situated

within the corporate limits of the City of San Antonio,

Bexar County, Texas, being out of the Guillerma Nunez

Survey No. 151, Abstract 548, New City Block 10577,

and being all of a 50.00' x 50.00' tract described as

SECOND TRACT conveyed unto Red Berry Estate,

LTD. by Assurnption Warranty Deed executed October

25, 2002 and recorded in Volume 9761 , Page 156, Real

Property Records of said county and state said 0.057 acre

tract being more particularly described in Exhibit "A-5" , attached hereto and made a part hereof.

Grantor, for the Consideration, Grants, Bargains, and Conveys to Grantee, all of Grantor's right, title, interest, and estate, both at law and in equity, as of the date hereof, in and to the Property, together with all and singular the rights and appurtenances thereto in anywise belonging, To Have and To Hold unto Grantee, Grantee's successors and assigns forever, Without Any Express Or Implied Warranty Whatsoever, Including But Not Limited to Warranties of Title, Condition, or Character.


Resen1ations, Restrictions, Exceptions, And Conditions To Conveyance: This conveyance is explicitly subject to the following:

A. Reservations: AJl reservations affecting the Prope1iy.


C. Restrictions: All covenants and restrictions affecting the Property; Grantee shall develop a11d

utilize the prope1iy for public imprnvements as described in the Authorizing Ordinance.

D. Exceptions: All instruments affecting the Property, whether or not recorded,.



C-5

Grantor expressly disclaims any and all warranties arising by common law, statute (including without limitation the implied warranties of§ 5.023, Texas Property Code or any successor statute), or otherwise.


In Witness Whereof, Granter has caused its representative to set its hand:

Grantor:


By: _ ______ _ _ _ _ _

Printed · Name: - --- - - '----- --

Title: ---- ---- - --

Date: ________ __ _


By: _ ___ _ _ _ _ _ _ _ City Attorney


County of Bexar }

Before me, the undersigned authority, this instrument was this day acknowledged by ____ _ ____ , of and for the City of San Antonio, a Texas municipal corporation, on behalf of that entity in the capacity stated.

Date:--'---- ---- -


C-6

My Commission Expires: _ ____ _ _


C-7

M A C I N A • B O S E • C O P E L A N D and A S S O C I AT E S , I N C CONSULTING ENGINEERS AND LAND SURVEYORS

I 035 Central Parkway North, San Antonio, Texas 78232 (210) 545-1 '22 FAX (210) 545-9302 .

TEPE Firm Registration #7 84 I TBPLS Firm Registracion # 1 0011 7 00 I SBE Certified #2 I 4046463 www.mbcengineers.com -


A 26.40 ACRE (1,150,025 SQUARE FEET) TRACT OF LAND SITIJATED lN THE QUILLER.MA NUf\TEZ SURVEY, ABSTRACT 548, SECTION NUMBER 151, BEX.AR COlJ"NTY TEXAS BEJNG lN NEW CITY BLOCK 10578; AND BEJNG OUT OF A 84 .59 ACRE TRACT OF LAND DESCRIBED IN WARRANTY DEED RECORDED IN VOLUME 15578, PAGE 1973, OFFICIAL PUBLIC RECORDS, BEXAR COUNTY, TEXAS; S.A.ID 26.40 ACRE TRACT BElNG MORE Piili.TICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:

COMl\1ENCING at a 1 inch Iron Pipe Found on the Northerly right of way line of Interstate Highway 10 East, a Variable Width P ublic right of way, and marking the Southeasterly corner of a 5.001 Acre Tract of Land Described in Warranty Deed; recorded in Volume 15161, Page 474, Official Public Records, Bexar County, Texas;

THENCE N 18° 28' 37" W a distance of 297.40 feet, departing the Northerly right of way line of said Interstate Highway 10, to a 1/2-inch Iron Rod Found marking the Northeasterly corner of said 5.001 Acre Tract;

THENCE S 89° 34' 43" W a distance of 206.16, along the Northerly boundary line of said 5.001 Acre Tract to a Point;

THENCE N 00° 25' 17" W a distance of 20.00 feet to departing the Northerly boundary line of _ said · 5.001 Acre Tract, across said 84.59-Acre Tract to 1/2-inch Iron Rod with cap stamped '1vffiC Engineers" Set at the POINT OF BEGINNING;

THENCE S 89° 34' 43" W a distance of 275 .95 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;

THENCE N 00° 25' l 7" W a distance of 419.13 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;


THENCE along the Westerly bounda.ry line of said 84.59 Acre Tract, the following calls:

N 5 0° 52' 59" E a distance of 31.64 feet to a Point;

N 45° 00' 42" Ea distance of 101 .45 feet to a Point;

N 27° 4 7' 45" Ea distance of 397.44 feet to a Point;

N 61 ° 54' 59" Ea distance of 130.16 feet to a Point;

N 23 ° 3 8' 04" E a distance of J 19 .53 feet to a Point;


Page i of3

P:\1579\3 1789-Red Berry Mansion\Letters\Ex24•26.40 Acre M&B-31789.docx.

Exhibit

&1

N 42° 40? 28" Ea distance of240.68 feet to a Point;

N 13° 11' 59" W a distance of 99.99 feet to a Point;

N 01 ° 40' 2l"W a distance of 127.86 feet to a Point;

N 10° 39' 04" E a distance of 52.52 feet to a Point on the Southerly right of way line of Gembler Road, a Variable width public right of way;

THENCE N 86° 27' 04" E a distance of 156.34 feet along the Southerly right of way line of said Gembler Road, to a Point; ·

THENCE N 70° 43 ' 04" Ea distance of30.0l feet, continuing along the Southerly right of way line of said Gembler Road, to a Point;

THENCE departing the Southerly right of way line of said Gembler Road, across said 84.59 Acre Tract, the following calls:

S 15° 32' 41" W a distance of 565 .3 8 feet to a 1/2-inch Iron Rod with cap stamped ''MBC Engineers" .set;

S 74° 27' 19" Ea distance of 76.71 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers;' Set;

S 17° 11' 24" W a distance of 60.2 7 feet to a 1/2-inch Iron Rod with cap stamped ":MBC Engineers" Set;


N 17° 39' 09" Ea distance of94.41 feet to a 1/2-inch Iron ~ od with cap stamped "MBC Engineers" Set;

S 74° 39' 42" Ea distance of 168.07 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers'; Set at a point of curve to the right;

Along said curve to the right having the following Parameters: Radius= 50.00 feet, Arc Length= 37:46 feet, Chord.Bearing·= S 53° 11' 45" E and a Chord Distance of 36.59 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set at a point of curve to the right;

Along said curve to the right having the following Parameters: Radius= 149.02 feet, Arc Length= 74.70 feet, Chord Bearing= S 17° 22' 11" E and a Chord Distance of 73 .92 feet, to a 1/2-inch Iron Rod with cap stamped "MEC Engineers" Set;

S 03 ° 00' 34" E a distance of 597 .77 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set at a point of curve to the left;

Along said curve to the left having the following Parameters: Radius = 193 .53 feet, Arc Length = 52.90 feet, Chord Bearing = S l 0° 50' 27" E and a Chord Distance of 52.74 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set at a point of curve to the right;

Page 2 of3

P:\1570\31789-Red Berry Mansion\Letters\Ex.24-26.40 Acre M&B-31789.docx

Along said curve to the right having the following Parameters: Radius= 224.03 feet, .Arc Length= 30.48 feet, Chord Bearing = S 14° 46' 27" E and a Chord Distance of 30.46 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;

S 89° 46' 02" W a distance of32.34 feet to a 1/2-inch Iron Rod with cap stamped ''MBC Engineers" Set;

S 00° 21' 04" Ea distance of 96.75 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set at a point of curve to the right;

A long said curve to the right having the following Parameters: Radius= 100.00 feet, .Arc Length = 127.03 feet, Chord Bearing= S 36° 02' 24" Wand a Chord Distance of 118.66 feet, to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;


S 15° 31' 47" W a distance.of 122.82 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers"· Set;

S 17° 31' 39" Ea distance of 366.91 feet to the POINT OF BEGINNING and containing 26.40 Acres of land more or less as surveyed by Macina, Bose, Copeland, and Associates, Inc;

Note: A boundary exhibit that is made a oart hereof and shall accompany this instrument.

Date: July 9, 2018 Job No: 31789-1570

Page 3 of3

?:\1570'3 l 7 89-Red Berry Mansion\Letters\Ex24-26.40 Acre M&B-31789 .docx

GEMBLER ROAD (55' PUBUC RIGHT OF WAY}

N 86"27'0<" E 156.34'

N \0"39'04' E s 2.s2:

N 01"40'21" W 127.86' ,

N 13' 11 '59' W 991 ro"'

.t,'\,<o 't,,t'\, ,$>' ;,.. ,,

S 72' 20'59" E 182.26'

N 70"43'04' E ~ 30.01'

Curve Taole

Curve'# Radius Leng1h Delta Chord Bearing Chc,d Length

c, SO.DC' 37.46' 42"55'5t." S 53'11'45' E 36.59'

C2 149.02' 74.70' 2s•43·1s~ S 17"22'11 ' E 73.92'

C3 193.53' 52.90' 15•39'46" S 10"50'27" E 52.74'

C< 224.03' 30.48' 7"47'46" S 1"46'27" E 30.46'

cs 100.00· 127,D3' 72~46'5c'' S 36"02'24" W i18.66'

Line Table

Llne # Bearing Length

L1 S 16"28'37" E 297.40'

N 17"39'09" E 94.41'

L2

L3

N 89"34'43" E

N 00"25'17" W

206.16'

20.00'

A 0 w z

26.40 ACRES (1,150,025 SQ. FT.)

SCALE: 1" = 300'

.---,

8-4.59 ACRE TRACT WARRANTY D:cD

(VOL 15578. 1973, O.P.R.)

E NG INE ERS 1035 Central Parkway North San Ar1ton10 Texis 78232

(210) 545-1122 FAX (210) 5-45-9302 FIRM REGISTRAilON NUMBER:

T.B.P.E.. F-784 & T.B.P.LS, 10011700

S 89' 46'02" W 32.34'

S 00"21'04" E 96.75'

POINT Oc BEGINNING.

L2

5.001 ACRE TRACT WARRM'TY D:ED

[VOL. 15161, PG. 474, O.P.R.)

NOTES:

300 0

• @

LEGEN1) 112" IRON ROD FOUND (UNLESS NOTED)

1/2' IRON ROD WITH STAMPED "MBC ENGINEERS' SET

1) BEARINGS ARE BASED ON TEXAS STATE PLANE COORDINATE SYSTEM GRID SOUTH CENTRAL ZONE ESTABLISHED BY GPS,

2) BOUNDARY =XHIBIT ONLY, IMPROVEMENTS NOT SHOWN

3) THIS BOUNDARY EXHIB IT WAS PREPARED WITHOUT THE BENEFIT OF A TITLE COMMITMEN,, ANO MAY NOT SHOW ALL EASEMENTS OR OTHER MATTERS THAT AFFE;CT THIS PROPERTY.

BOUNDARY EXIDBIT OF DESIGN

DRAWN JC

A 26.40 ACRE (1. 150,025 SQUARE FEET) TRACT OF LANC SITUA T=D IN THE GUILLERMA NUNtcZ SURVEY, ABSTRACT 546, SECTION

NUMBEi< 151 , BEXAR COUNTY TEXAS BEING IN NEW Cil'Y BLOCK 10578: AND BEING OUT OF A 84.59 ACR:: TRACT OF LAND

DESCRIB:D IN WARRANTY O!c.ED RECORDED IN VOLUME 15578, PAGE 1973, OFFICIAL PUBLIC RECORDS, BEXAR COUNTY, T=XAS.

CHECKED

DATE

JOB NO.

PAGE

JCJ

07-0S-20 18

3178!:1-1570

oi

Date: Ju! 09, 201E, 2:16prr Us~: ID: jcliave:z Layout Layout'I" File: P:\1570\31789-ReC Berry Mansion\Deslgnl.Exhibit\Ex24-Boundary 26.40 acr~•3i789.owg Layout name: L:syout,

'.. UJT 1, BLOCK 7 · ~~--'---~,....__,.,_ _________ .,..... . N.C.ff. t;i.11.;e_,

MEADOW Yit.11"· PAR{;( :;iJB,{J,l'"IJ$10/i

. UNIT #J. . c~. 1-r~ ,fis. r.z:i, oP.R.J

LAND fltiJ: ~l!IH'EY QF

GEMfiLER 'ROAD (flt:JS41c, Ri.Q6I:r G/r w;,:i\) ··

A 0;957 ACRt. tRA/J.t PF LAf:Jl) ~\:.!T Qf I!-iE

(]l)ILLtRMA Nd.NE?' $..i/RVt.Y NO._ ttt ABSTRA"GT i""4,8

(Housing Site)


State of Texas } }

County of Bexar }


Authorizing Ordinance: 2017-1 0-1 2-0790

Statutory Authority: Local Government Code§ 272.00l(a)

SP No./Parcel:


Grantor's Mailing City Of San Antonio, P.O. Box 839966, San Antonio, Address: Texas 78283-3966 (Attn: City Clerk)



Grantee's-Mailing 2515 Blanco Rd. Address: San Antonio, Texas 78212

Consideration: . $10 in hand paid and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged.

Property: The real property located in San Antonio, Bexar County,

Texas described in Exhibit "A-1" attached hereto and

incorporated herein by reference.

Grantor, for the Consideration, Grants, Bargains, and Conveys to Grantee, all of Grantor's right, title, interest, and estate, both at law and in equity, as of the date hereof, in and to the Property, together with all and singular the rights and appurtenances thereto in anyv,rise belonging, To Have and To Hold unto Grantee, Grantee's successors and assigns forever, Without Any Express Or

C-8

Implied Warranty ·whatsoever, Including But Not Limited to Warranties of Title, Condition, or Character.


Reservations, Restrictions, Exceptions, And Conditions To Conveyance: This conveyance is explicitly subject to the following:

A. Resen,ations: All reservations affecting the Property.


C. Restrictions: All covenants and restrictions affecting the Property; Grantee shall develop and

utilize the property for mixed income housing as described in the Authorizing Ordinance.

D. Exceptions: All instruments affecting the Property, whether or not recorded.



Grantor expressly disclaims any and all warranties arising by common law, statute (including without limitation the implied warranties of§ 5.023, Texas Property Code or any successor statute), or otherwise.


In Witness ·whereof, Grantor has caused its representative to set its hand:

Grantor:


By : _____ ____cc__ ____ _

Printed Name: _________ _ _ _

C-9

Title: -------------

Date: ------------


By: ___________ _ City Attorney


County of Bexar }

Before me, the undersigned authority, this instrument was this day acknowledged by _ _________ , of and for the City of San Antonio, a Texas municipal corporation, on behalf of that entity in the capacity stated.

Date: --- ------


My Commission Expires: ______ _


C-10

M A C I N A • B O S E • C O P E L A N D and A S S O C I AT E S , I N·C CONS ULTING ENGINEERS AND LAND SURVEYORS

1 035 Central Parkway North, San Antonio, Texas 78232 (210) 545-1 122 FAX [210) 545-9302

TBPE Firm Registration #784 I TBPL5 Firm Registration #1001 1700 I SBE Certified #214046463 www.mbcengineers.com

METES Al\1D BOU1\1DS DESCRIPTION OF

A 13.84 ACRE (602,929 SQUARE FOOT) TRACT OF LA..°t\TD SITUATED IN THE GUTI.,LERMA . NUNEZ SURVEY, ABSTRACT 548, SECTION NUMBER 151, BEXAR COUNTY TEXAS BEING IN NEW CITY BLOCK 10578; AND BEING OUT OF A 84.59 ACRE TRACT OF LAND DESCRIBED IN WARRANTY DEED RECORDED IN VOLUME 15578, PAGE 1973, OFFICIAL PUBLIC RECORDS, BEX.AR COUNTY, TEXAS; SAID 13.84 ACRE TRACT BEING MORE PARTICULARLY DESCRIBED BY METES MTD BOUNDS AS FOLLOWS:

COMMENCJNG at a 1/2-inch Iron Rod on the Southerly right of way line of Gembler Road, a variable width public right ofway, _and marking the Northeasterly comer of said 84.59 Acre Tract;

THENCE S 00° 21' 04" Ea distance of 5.00 feet, along the Easterly boundary line of said 86.59 Acre Tract, to 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set at the POJNT OF BEGINNING;

THENCE S 00° 21' 04" Ea distance of 161 4.05 feet, along the Easterly boundary line of said 86.59 Acre Tract, to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set, said 1/2-inch Iron Rod being S 00° 21' 04" Ea distance of 650.29 feet from a Txdot Brass Disc Found on the Northerly right "of way line of Interstate Highway 10 East, a variable width public right of way, and marking the Southeasterly comer of said 86.59 Acre Tract;

THENCE the following calls over and across said 84.59 Acre Tract:


N 37° 13' 15" W a distance of75.02 feet to a 1/2-inch Iron Rod with cap stamped "tIBC Engineers" S_et;

S 89° 38' 56" W a distance of281.85 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set · at a point of curve to the left;

Along said curve to the left having the following Parameters: Radius=244.75 feet, Ase Length=79.46 feet, Chord Bearing= N 09° 28' 27" Wand a Chord Distance of79.11 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set at a point of curve to the right;

Along said curve to the right having the following Parameters: Radius=l 72.75 feet, Arc Length=47.22 feet, Chord Bearing= N 10° 56' 36" Wand a Chord Distance of 47.08 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set;

N 03° 06 ' 42" W a distance of 597 .69 feet to a i/2-inch Iron Rod with cap stamped "MBC.Engineers" Set at a point of curve to the left;

Along said curve to the left having the following Parameters: Radius=l 69 .75 feet, Arc Length=133 .04 feet, Chord Bearing= N 25° 33' 52" Wand a Chord Distance of 129.66 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set at a point of curve to the right;

Along said curve to the right having the following Parameters: Raciius=l05.25 feet, Arc Length=28.04 feet, Chord Bearing= N 40° 23' 01" W and a Chord Distance of 27 .96 feet to a 1/2-inch Iron Rod with cap stamped "MBC Engineers" Set; ·

Page 1 of2

P:\1570'G 1789-Red Berry Mansion\Letters\Ex21-i3.841 Acre M&B-31789.docx Exhibit

A-(

N 05° 16' 20" Ea distance of 131.94 feet to a 1/2-inch Iron Rod with cap stamped "M:BC Engineers" Set;

N 32° 59' 21" Ea distance of 124.01 feet to a 1/2-inch Iron Rod with cap stamped "M:BC Engineers" Set;

N 46° 20' 32" Ea distance of 43.30 feet to a 1/2-inch Iron Rod with cap stamped _"MBC Engineers" Set;

N 32° 59' 21" Ea distance of 171.48 feet to a 1/2-incb Iron Rod with cap stamped "M:BC Engineers" Set at a point of curve to the left,

Along said curve to the left having the foUowing Parameters: Radius=415.00 feet, Arc Length=209.64 feet, Chord Bearing = N 18° 31' 03" E and a Chord Distance of 207.42 feet to a 1/2-inch Iron Rod Virith cap stamped "MBC Engineers" Set;

N 04° 03' 49" Ea distance of 89.99 feet to a 1/2-inch Iron Rod \'.rith cap stamped "lvffiC Engineers" Set;

N 89° 37' 59" Ea distance of 219.21 feet to the POINT OF BEGINNING containing 13.84 Acres of land more or less as surveyed by Macina, Bose, Copeland, and Associates, Inc


Date: July 9, 2018 Job No: 31789-1570

Page 2 of2

P;\1570\31789-Red Berry Mansion\Letters\Ex2J-l3.84! Acre M&B-31789.do::,: .

NOTES:

A 1) SEARINGS AR: BASED ON TEXAS STATE PL~NE COORDINATE SYSTEM GRID SOUTH CENTRAL ZONE ESTABLISHED BY GPS.

2) BOUNDARY EXHIBIT ONLY, IMPROVEMENTS NOT SHOWN

0

3) THIS BOUNDARY 81:HIBIT WAS PREPARED WITHOUT THE BENEFIT OF A TITLE COMMITMENT. AND MAY NOT SHOW ALL EASEM::NTS OR 0Tl1ER MATTERS Tl1AT AFFECT THIS PROPERTY. z

SCALE: 1" = 300' N 89"3T59" E GEMBLER ROAD 219·21 ' SEE DETAIL A r - - V THIs sHEET

300 ' 0 150

LEGEND 112' IRON ROD ?OUND

e (UNLESS NOTED)

3D0

® 1/2" IRON ROD WITH STAMPED "MBC ENGINEERS" SET

(55' PU31..IC RIGHT OF WAY)

------------, I s00· 21 •04•E GEMBLER ROAD I I s.oo

N 32'59'21" E 124.01'

I I I

84.59 ACRE TRACT WARRANTY DEED

(VOL 15578, ?G. 1973, O.P.R.)

u. D oz

I I I

~I O I I ______ _ E'. ~ l) l '

--- J

Curve#

C1

CZ

C3

CL

cs

DETAIL A

Curve Table

Radius L£nglh Delta

2'-4.75' 79.46' 18' 36'03'

172.75' 47.22 15°39'46"

169.75' 133.04' 44•54•19•

105.25' 28.04' 15' 16'00'

415.00' 20!:!.64' 28"56'35'

ENGIN EE RS 103.5 Central p.,_rkway North San Antonio, Texas 78232

(210}545-1122 FA.X (210) 54S--9JD2 f lRM RE;GfSTAATION NUM3:;8:

T.6P.E. F-784 & T.B,? .LS, 10011700

J;.

~!~~~~fo g {VOL 15518, 1973, 0,?-R.) ~

Chord Bearing

N 09"28'27" W

N 1 o• 56'3E" W

N 25•33•52• W

N 40"23'01" W

N 18"31'03" E

Cnord Length

79.1 1'

47.08'

129.66'

27.96'

207.42'

0

z

S 89"38'56" W 281 85'

49.99'

R.P.L.S. NO. 5578

BOUNDARY EXHIBIT OF A 13.84 ACRE: (602,929 SQUARE FOOT) TRACT OF LAND SiTUATED

IN THE GUILLERMA NUNEZ SURVEY, ABSTRAC, 54B, SECTION NUMBER 151, 8 =XAR COUNTY TEXAS BEING IN NE1N CITY BLOCK

10578; AND BEING OUT OF A 84.59 ACR:cTRACTOF LAND DESCRIBED IN WARRANTY D=ED R=::ORDED IN VOLUME 15578,

PAGE 1973, OFFICIAL PUBLIC RECORDS, B:XA.R COUNTY, TEXAS.

Date: J\I! 09. 2018, 2:26nm Use: 1D: /ciiiiVe..z l ayout La~oul1 File: P:\1570\31789-Red Berry Mansion\De~ign.\:.xhibit\E.x.21-B01.rndary 13,84 ac.res-31789.dwg ~youtname: Layou11

DESIGN

DRAWN

CHECKED

DATE

JOB NO.

PAGE

JC

JCJ

07-0!!--18

31789-157D

of

Date: ------ ---

WATER WARRANTY DEED, BILL OF SALE, AND ASSIGNMENT OF PERMIT RIGHTS

TRANSFER OF EAA PERMIT WATER RIGHTS

.THE STATE OF TEXAS COUNTY OF BEXAR

KNOW ALL PERSONS BY THESE PRESENTS: That City of San Antonio ("Grantor"), whose mailing address is P.O. Box 839966, San Antonio, Texas 78283-3966, in consideration of Ten Dollars ($10) and other good and valuable consideration paid by the Grantee herein named, have GRANTED, SOLD, TRANSFERRED, CONVEYED, and ASSIGNED, and by these presents do GRANT, SELL, TRANSFER, C01'1VEY, and ASSIGN to San Antonio Housing Trust Public Facility Corporation ("Grantee"), whose mailing address is 2515 Blanco Road, San Antonio, Texas 78212 the following "Water Rights": 40.000 acre-feet per year of Edwards Aquifer permitted unrestricted irrigation groundwater, described in Edwards Aquifer Authority's (EAA) Permit Number 100042 derived from BEOOOO 19, previously recorded with the Bexar County Clerk as document # 20180114492, Official Public Records, Bexar County, Texas. TO HA VE AND TO HOLD the Water Rights, together with all and singular the rights and appurtenances thereto in any wise .belonging, unto Grantee and Grantee's successors or assigns forever; and Grantor binds Grantor and Granter's successors to warrant and forever defend all and singular the Water rights to Grantee and Grantee's successors and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof. RESERVATIONS FROM AND EXCEPTIONS TO CONVEYANCE AND WARRANTY: The \1/ater Rights which are described above are subject to any existing limitations, restrictions, applicable rules or other conditions now in effect of which may be adopted or imposed by the Edwards Aquifer Authority, including but not limited to the limitations and conditions to the rights to withdraw and beneficially use Edwards Aquifer water as recited in the above mentioned permit. I hereby certify that the information given herein this Agreement is true and accurate to the best of my knowledge and belief.

Signatures: _ _ ______ _ _ ___ (Signature)

State of Texas County of ___ __ _ Subscribed and sworn before me this __ day of _ ___ , 20 _ _ .

Notary Publics Signature Date Commission Expires

______________ (Signature)

State of Texas County of _ _ ___ _

C-11

Subscribed and sworn before me this __ day of _____ , 20 _ _

Notary Publics Signature Date Commission Expires

C-12

1 Real Estate Sales Contract (Red Berry Estate - Commercial Site, including the Headquarters Site and the Mansion

Site, and Pecan Orchard) Commercial Site and Pecan Orchard

Table of Contents

1. Deadlines and Other Dates. [may be amended] ....... .. .......... ........ ......... ............. ..... ........... .... 3 2. Buyer's Activities on the Property ............................. ................................................ .. ........... 4 3. Closing Docu1nents ........... .................... ........................ .. .................... .................................... 5 4. Closing ... ............................................ ............. ................................. ........................ ............... 5 5. !vfiscellaneous Provisions ......................................................... ...... ....... ... ....... ....... .. ....... .. ...... 6 6. Public Information .... .............................................................................................................. 8 Title Company Acknowledgment and Receipt.. ................................................... ........................ 10 Exhibit A: Property.Descriptions .................................................. .................................................. 1

Exhibit B: Representations ................................................................................ .. ................... 1

Exhibit C: Form of Deed ................................................................ ................................................. 1

Seller: .

Address:

Phone:

Email:

Type of Entity:

Buyer:

Address:

Phone:

Email :

Type of Entity:

lt5748936.5

San Antonio Housing Trust Public Facility Corporation

Attn: John Kenny

25 15 Blanco Rd., San Antonio, TX 78212

210-735-2772

j ohnk(a),sahousingtrust. org

A Texas public facility corporation

Red Berry RK Land, LLC

Attn: Greg Kowalski

1220 East Commerce,San Antonio, Texas 78205

210-223-2680

gkowalski(a),therkgroup. corn

Texas limited liability company

Page 1

Property

("Property"):

#5748936.5

Approximately 44.30 acres of real property in San Antonio Texas

located at 4007 East IH 10 and 856 Gembler Road more fully described in Exhibit A ("Land"), together with any improvements

to the Land ("Improvements") consisting of the following tracts ("Tracts"):


A tract of land containing an 18.03 acre tract of land situated in the Guillerma Nunez Survey; Abstract 548, Section Number 15 1, Bexar County Texas being in New City Block 10578; and being out of a

84.59 acre tract of land described in warranty deed recorded in Volume 15578, Page 1973, Official Public Records, Bexar County, Texas; said 18.03 acre tract being more particularly described by metes and bounds in Exhibit "A-1 ", attached hereto and made a part

hereof. This tract is divided into two smaller tracts: the Headquarters Site and the Mansion Site.

Tractl.1 ("Headquarters Site")

A tract ofland containing a 10 .14 acre tract ofland situated in the Guillerma Nunez Survey, Abstract 548, Section Number 151, Bexar County Texas being in New City Block

10578; and being out of a 84.59 acre tract of land described in warranty deed recorded in Volume 15578, Page 1973,

Official Public Records, Bexar County, Texas; said 10.14 acre tract being more particularly described by metes and

bounds in Exhibit "A-1 .1 ", attached hereto and made a part hereof.

Tract 1.2 ("Mansion Site")

A tract of land containing a 7.9 acre tract ofland situated in the Guillenna Nunez Survey, Abstract 548, Section Number

151, Bexar County Texas being in New City Block 10578; and being out of a 84.59 acre tract of land described in warranty deed recorded in Volume 15578, Page 1973,

Official Public Records, Bexar County, Texas; said 7.9 acre

Page 2

Title Compan y:

Address:

Phone:

Email:

Purchase Price:

tract being more particularly described by metes and bounds

in Exhibit "A-1.2", attached hereto and made a part hereof.

Tract 2 ("Pecan Orchard") A tract of land containing a 26.27 acre tract of land situated in the

Guillerma Nunez Survey, Abstract 548, Section Number 151, Bexar

County Texas being in New City Block 10578; and being out of a

84.59 acre tract of land described in warranty deed recorded in

Volume 15578, Page 1973, Official Public Records, Bexar County,

Texas; said 26.27 acre tract being more particularly described by

metes and bounds in Exhibit "A-3", attached hereto and made a part

hereof.

Alamo Title Company

18618 Tuscany Stone, Suite 240

210-490-1313

[email protected]

Executed Promissory Note in the amount of $1 ,473,056.00.

Effective Date: The date a representative of the Title Company signs

a receipt for this fully executed contract

County for Performance: Bexar County, Texas

1. Deadlines and Other Dates. [ may be amended]


for Commercial Site and Pecan _ Days after the Effective Date

Orchard

#5748936.5

Page 3

1.02. Delivery of legible copies of instruments referenced in the Commercial Site and Pecan _ _ Days after the Effective Date

Orchard Land Title

Commitment

1.03. Delivery of Survey NIA Buyer acknowledges receipt of

survey

1.04. Delivery of Seller's records as

specified in Exhibit C __ Days after the Effective Date

(DEEDS)

1.05. Asbestos Survey Deadline NIA Buyer acknowledges receipt

1.06. Buyer's Objection Deadline 10 Days after the receipt of Title Commitment and legible copies of instruments referenced in the

Title Commitment, Survey

1.07. Buyer' s Termination Deadline 10 Days after Notice of Cure

Deadline

1.08. End of Inspection Period 10 Days after the Effective Date ..

1.09. Closing Date 3 days afte~ the Effective Date

1.10. Closing Time 10:00 A.M.

1.1 1. By signing this agreement ("Agreement"), Buyer acknowledges that it has previously satisfied itself outside the mechanisms,of this AgreemenLabout all aspects_of theho_perty, including but not limited to the physical condition of the Property, title-related matters, and environmental-related matters.

1.12. The representations of the parties on Exhibit B are true and correct at the time of signing this Agreement and will be true at Closing.

1.13. The deed delivered at Closing must be substantially in the form shown at Exhibit C.

2. Buyer's Activities on the Property. If Buyer enters the Property before closing for further inspection or testing or any other reason, Buyer, as well as anyone acting on Buyer's behalf or authorized by Buyer, will indemnify, defend,

Page 4

#5748936.5

and hold Seller harmless from any loss, attorney's fees, expenses, or claims arising out of Buyer' s investigation of the Property. Further, Buyer releases Seller and those p~rsons acting on S~ller's behalf from all claims and causes of action (including claims for attorney's fees and court and· other costs) resulting from Buyer' s investigation of the Property.

3. C1osing Documents. 3.01. At closing for the Property,


Deed Without Warranty for Commercial Site and Pecan Orchard

IRS Non-foreign Person Affidavit

Evidence of Seller' s authority to close this transaction

Executed Declaration of Restrictive Covenants, Maintenance and Easements·


Evidence of Buyer's authority to consummate this transaction

Executed Promissory Note

Executed Declaration of Restrictive Covenants, Maintenance and Easements

4. Closing. 4.01. Closing. This transaction contemplated by this Agreement is a single purchase and

sale transaction with respect to the Property (the "Closing").

At the Closing, the following will occur:

a. Closing Documents. The parties will execute and deliver the Closing Documents as · described in Section 3.

b. Disbursement of Funds,· Recording,· Copies. Title Company will be instructed to disburse the Purchase Price and other funds in accordance with this contract, record the deeds and the other Closing Documents directed to be recorded, and distribute documents and copies in accordance with the parties' written instructions. ·

c. Possession. Seller will deliver possession of the Property to Buyer, subject to the Permitted Exceptions existing at closing.

Page 5

#5748936.5

4.02. Transaction Costs.

a. Buyer will pay:

1. Buyer's expenses and attorney's fees;

11. the basic charge for the Title Policy;

111. all of the escrow fee charged by Title Company;

1v. the costs to record all documents to cure Title Objections agreed to be cured

by Seller;

v. Title Company's inspection fee to delete from the Title Policy the

customary exception for pruiies in possession;

v1. the costs to deliver copies of the instruments described in article 1; and

the costs to obtain, deliver, and record all documents other than those to be

recorded at Seller's expense; and

vu. Seller's transaction structuring fee of $150,000.00.

b. Seller will pay:

1. Seller' s expenses and attorney's fees .

c. Ad Valorem Taxes. Property owned by Seller is exempt under Texas Property Tax Code § 11.11. At closing property taxes will be prorated according to Texas Tax Code§ 26.10. Seller assumes no responsibility for ad valorem taxes for any period, rollback or otherwise, not otherwise imposed on it by law.

d. Postclosing Aqjustments. If enors in the prorations made at closing are identified within ninety days after closing, Seller and Buyer will make .postclosing adjustments to correct the enors within fifteen days of receipt of notice of the errors.

5. Miscellaneous Provisions. 5.01. Severability. If any portion hereof is dete11nined to be invalid or unenforceable, such

determination does not affect the remainder hereof.

Page 6

#5748936.5

5.02. Successors. This Agreement inures to the benefit of and is binding on the heirs, representatives , successors, and pennitted assigns of each party. This clause does not authorize any assignment not otherwise authorized.

5.03. Integration. This Written Agreement Represents The Final Agreement Between The Parties And May Not Be Contradicted By Evidence Of Prior, Contemporaneous, Or Subsequent Oral Agreements Of The Parties. There Are No Oral Agreements Between The Parties.

5.04. Modification.

5.04.01. This Agreement may not be changed orally but only by a written agreement, signed by the party against whom enforcement of any modification is sought. Subject to the foregoing, any of the terms of this Agreement may be modified at any time by the party entitled to the benefit thereof, but no such modification, express or implied, affects the right of the modifying party to require observance of either (i) the same term or condition as it applies on a subsequent or previous occasion or (ii) any other term hereof.

5.04.02. The Executive Director of Seller may, without further action of Seller's board of directors, agree on behalf of Seller to extensions of deadlines or other non-material modifications to the rights and obligations of the parties under this Agreement.

5.05. Notices. Any notice provided for or permitted hereunder must be in writing and by certified mail, return receipt requested, addressed to the parties at their respective addresses set forth in the preamble hereof. The giving of notice is complete three days after its deposit, properly addressed and postage prepaid, with the United States Postal Service. Failure to use certified mail does not defeat the effectiveness of notice actually received, but such notice is given only upon actual receipt. Address for notice may be changed by giving notice hereunder.

5.06. Further Assurances. The parties must execute and deliver such additional documents and instruments as may be required to effect fully the provisions hereof. No such additional document(s), however, shall alter the rights or obligations of the parties as contained in this agreement

5.07. Waiver of Consumer Rights. Buyer Waives Its Rights Under The Texas Deceptive Trade Practices-Consumer Protection Act, Section 17.41 et seq. of The Texas Business and Commerce Code, A Law That Gives Consumers Special Rights and Protections. After Consultation With an Attorney of Its Own Selection, Buyer Voluntarily Consents To This Waiver.

5.08. Incorporation by Reference. All exhibits to this Agreement are incorporated into it by reference for all purposes as if fully set foJih.

Page 7

#5748936.5

5.09. Administrative Agreements. The Executive Director of the Seller may, without further board action, agree to, sign, and deliver on behalf of the Seller all consents, certificates, memoranda, estoppels, and modifications of nonmaterial rights and obligations arising under this agreement and may declare defaults and pursue remedies for such defaults.

6. Public Information. Buyer acknowledge·s that this instrument is public information within the meaning of Chapter 5 52 of the Texas Government Code and accordingly may be disclosed to the public. Nothing in this agreement waives an otherwise applicable exception to disclosure.

* * *

Page 8

#5748936.5

In Witness Whereof, the parties have caused their representatives to set their hands.

Seller:

San Antonio Housing Trust Public Facility Corporation, a Texas public facility corporat.ion

Signature:

Printed Name:

Title:

Date: ------------

#5748936.5

Buyer:

RK Red Berry Land, LLC, a Texas limited liability company

By: Red Berry Real Estate Holdings, LLC, a Texas limited liability company, its Manager

Signature:

Printed Name:

Title:

Date: --- ---------

Page 9

Title Company Acknowledgment and Receipt

Seller: San Antonio Housing Trust Public Facility Corporation

Address: 2515 Blanco Rd., San Antonio, Texas 78212

Buyer: Red Berry RK Land, LLC

Property:

Address: 1220 East Commerce, San Antonio, Texas 78205

Red Berry Estate - Commercial Site (including Headquarters

Site, and Mansion Site) and Pecan Orchard

Title Company agrees to act as escrow agent according to the te1ms of this Contract. Further, Title Company acknowledges receipt from Buyer of three fully executed counterpart originals of the

Contract on the same date, with one fully executed original Contract being returned to each of Seller and Buyer.

Alamo Title Company

By: ____________ _

Printed Name:

Title: -------- ----

Date: ------------

Page 10

#5748936.5

Exhibit A: Property Descriptions

Tract 1 ("Commercial Site'')

A tract of land containing an 18.03 acre tract of land situated in the Guillerma Nunez Survey, Abstract 548, Section Number 151, Bexar County Texas being in New City Block 10578; and

being out of a 84.59 acre tract ofland described in warranty deed recorded in Volume 15578, Page 1973, Official Public Records, Bexar County, Texas; said 18.03 acre tract being more particularly described by metes and bounds in Exhibit "A-1 ", attached hereto and made a part hereof. The

Commercial Site is divided into two tracts: the Headquarters Site and the Mansion Site.

Tract 1.1 ("Headquarters Site")

A tract ofland containing a 10.14 acre tract of land situated in the Guillerma Nune2; Survey,

Abstract 548, Section Number 151, Bexar County Texas being in New City Block 10578; and being out of a 84.59 acre tract of land described in warranty deed recorded in Volume 15578, Page 1973, Official Public Records, Bexar County, Texas; said 10.14 acre tract being more part1cularly described by metes and bounds in Exhibit "A-1.1 ", attached hereto

and made a part hereof.

Tract 1.2 ("Mansion Site")

A tract of land containing a 7. 9 acre tract of land situated in the Guillerma Nunez Survey,

Abstract 548, Section Number 151 , Bexar County Texas being in New City Block 10578; and being out of a 84.59 acre tract of land described in waITanty deed recorded in Volume 15578, Page 1973, Official Public Records, Bexar County, Texas; said 7.9 acre1:ract-beirrg more particularly described by metes and bounds in Exhibit "A-1.2", attached hereto and

made a part hereof.

Tract 2 ("Pecan Orchard'')

A tract of land containing 26.27 acre tract ofland situated in the Guillerma Nunez Survey, Abstract

548, Section Number 151, Bexar County Texas being in New City Block 10578; and being out of a 84.59 acre tract of land described in warranty deed recorded in Volume 15578, Page 1973 ,



A-1

#5748936.5

#5748936.5

Exhibit A A-1 (18.03 acres - Commercial Site)

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Exhibit A-1.1 (10.14 acres - Headquarters Site)

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# 5748936.5

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BOUNDARY EXHIBIT OF HEADQUARTER TRACT

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#5748936.5

Exhibit A-1.2 (7.89 acres - Mansion Site)

M A C I N A • B O S E • C O P E L A N b and ,A. S S O C I AT E S , I N C CONSULTING ENGIN EERS AND LA•,O ~URVEYORS

I CB'S Centi.a'! P.&tkM.•2iy North~ :S.3n Ant.on.i0, le..x;'.J~ 78232 (2101 545-1122 FAX f210B 54S•93Cl2

7B:Pf ;:JrrnJ.•c-gi~rJ;.,;-, ::. 1;,~ l )'6,=tJ 1--lrr.i 1:cq1:itT3-[1~1n ;7 ,jC, 1~70(1 : '.:il:IE(.crtll1t?C /;2,i't046~•t-3 \\l".-\,1'¼1'.mt-,c~.nginc-e rs..c-,om

M:ET£S MD BOli:\'DS Dl!:.SCRi:PTION OF i\L',J",S.fO.N TR-'<.CT

A 7 .~9 ,t..CRE (602,929 SQL'ARF FOOT) n ... \ CT or LA1'D SITU/•, CED n, THI. GL1LLEk.\'lJ\ ,,"1.il\tZ SURVEY, ABSTRACT 5~8, Sf.CTl0}; J'"1.,~•,1Bc.R ~51, BEXAR COUNTY TE-X.-\S BEt'~G ll'~ Xl.W CITY BLOCK I \J5 78, A 1','D BEING OUT 0!" A S•i.59 ACRE 'l"RACT OF LAND DESCRJ l1ED l.N 'WARR.!\NTY DI-JTJ RECORDED L'< VO!_.li>1E l 5i78, P.:..CI: 1973, OFF!Cl.AL J>lJl3UC RECURDS. BEXARCOUffY, TEXAS; SAfD 13.M ACRE TRACTBE(N(; MORE PAKTlCUl.ARL Y DESCRIBED BY \1ETES l',:•-m 130-Fr~TlS AS FOLL!J\VS:

CO'.'ID1LSCL"lG al a l /2-incli l.ron Rod or, foe S::,utl1er:y rigln vr W<lY line cf Gi':mble, R,;ad , 1, var'abk ,vidrh p11bli,: right of,vay, 8.nc: ;narkin~ the ~orl.lica.,:tcrly comer or.saic.l 8:4.59 ,-\er, Tract;,

THEJ\'CF, S S9° 37' 59 ' V,/ a cli"111ncc c,f 239.U4 foe1, ;J.wg th~ Sm~:herly rig·h( of way lirie of :;u,d Citmb.lcr Ro,,d, a 55 fo::it wid,a variable widLiJ righ1 ,>f v.:ay, :.o a l /2-i rKlt J:c-n R~c Found;

TRE:t--TE S 00° 25' 3 C,'' E a disrar,c:t of 5 .00- fo,,t to a 1/2-inc}J 1:-oo Rc,d .,.,,th cap ~turnp::d ''}.:!BC F..nginccrs·· s~"" the POINT OF BE<·,!'("KIJ\G c:: this trace:

N 8'9° 3 7' 59·• E a distance oi 19.83 foe.1. w ~ 1:'2-inch lmn Rod wi:.h cap stamp-ed "M BC .En~ccr;" Se,:

S 0..:1° 03' 49" Y/,/ 0 di$tancc of 89.99 ft;;1 t,:, a l/2-indi lron Rod with ;:.;.p :;ta,,1ped •·;,.me Erq;;in~n;" Sei on a l\, in, llfc1.J;;•c to the righc;

A.long said cUJvt 1(1 ln.c rigrn havi 11g the r(>lk•wing h1r.i11Mler.:;: Rariiu,. = 4 E . .J-0 foti, Ar~ I~cngth = 209.54 fo~t, Chord Bc11rirl.g = S l8'' ;,]' 03" ,v a!ld ll Chord Di~:.a.ric,:, of ~0"1.-42 feet :,~- ;;i ! . .-2-incb l,on Rod with cap ser.mpc-d ''MB-C l'.ngioccr," Set;

S 32'' 59' 21 •· W a di,t:1.11c,e of 171 A 8 foe'. to r, i:':2-iCJch !r<,>o Roel with cap s:c.mpe,1 "MBC En~ineet·s•· Set,

S 46° 20' 3:;:•· \Va 6istance of 4:;_30 frtol lo a 1/'.'.-inc.h lron Rc,a with-cap st:;.mpe.d ":",·WC: fo·g:lr!cers" Set,

S 31° 59' 2, .. W a ditrmce cf 12-1.01 fc-~t to a './1-ind, !nm Rod .,,:ith cap su,::nped "iVU3C Enginee1·s1• Set,

S [)5<· : 6' 20'" W 11 cli,tanc,c d :7.48 f"t cc 1,.1 c. l /2-inc.l:: lrc,!l Rcid wilh c.iip st".ioped "Jv!BC Engim,c-r," ~c:t:

S f)5" i 6' 20'' \V a disrmcc ul' 54.46 feel D a 1.'2-inc:11 hin Ri;c wid1 c,ap St8.J\lJ1td '",\-lBC Fnginc~.rs" S.e1 at :0• p:Jinl o: curve. w u,e k:"i;

A1'ong ,Hid cur,,.e lO ti1t \,efi h;ivi11g the follow ing Pimuner.;~;: Radil.'.S == I 0:5.2.5 :'ec:,l :'\.re Le1,~ h ~ '.::8.04 frt,~, Clwrd Bcari:ig S ~0° 23 ' 01" Sand r, Cbcrd Dtscr:.nce nf:7.% f:.:~t Lo a J;''.c,-inch ·ir2,n Rn-:1 wi,n cap stamped "ivfHC Engineers·• Set a!,, point of 1J1.ir.'e tD rbc: righ~;

Along said curve lCJ the rigin hn.vin~ t;i,., foiJowi.ng l,ara.1ne!:.:~~: Rz,di1.1s = 169.75 foer, Ar~ Lenglb = JJ:,.04 fed., Ch-::ird Bearing ,. S ,:5' 33' 52" E t1Jd ;1 Chord Distrutce of 12:J.()6 r ~el 10 a !/:?-inch lr.::in R.c-li wit:J cap ,:amped ")l,ffiC Engineer,•· Set.;

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S ()J" 06' 4r f , ,1 distance of 59"/.69 f,d to a : .-'::.-ind, lrnn Rod v: ii::, c,ir, ,;tampe,j ··;,rncJ:n.gio.::crs" Se1 ~ta Poin t of C,U:->,'e tn th::: lcii:;

A.long said c\ir,-c ":0 rhe lefl baving th~ followiitb; Paramewr:-:: B..adim " i 72.75 fott, Ari:: Le,,_C\1.11 L7.22 f.:c, , Chord Be:m-ing = S l Ct'' 56' 36" F.. md 2. Cl1,ml Di~1anc:.e 0f 47JJo 1i:::c1 to c. : /2-incn lron R;d ,.,~ch cs..;; stamped "MBC Engir,tcrs" Se1 i!l. $ pe>im of c11r,·c co rht right

Along sa.id curve to tbe riglil having the fol.lowing Par::-mete.rs: Radiu,; ~ 2-~4.75 feet, .ll.Ic Le.ngi:h ~ 3 7. l 9 fuct, Chord Bearing - S \,F :s· 20" E :::id a Chord Di~tancc of 37. l 5 fr~no a 1 /2-inch Irori R.od v,itb -Gap sr!!.!npc.:-d ''\·ffiC: Er.gi.ne:ei·,;" s~t;

S 89~ 46' 02" \V ~ (l(sl!mce of23 .86 foet w H ].'] -inch ln:m Rod v; i1.h <.:ii..p stamped "lvrBC E:ngim~rs'' Se, ni

"p::,i11t of cun-c ,c, the l eft;

Alcmg :;.,;id cun•t. L0 th•c left f,aving the follnwi11.g Parameter,: R.ad:us ~ Z24.C3 fe~t. Arc, L~np,Li-i 0~ 3(i •18 feet, Chord Bearing= N 14"- •W 27" \V and a Clwrd Di~~.a.,cc of" ~,r,_,l{i fo.::, 1,J "- J!i-irn:J. l:•c,~ R:,d v.i iii cap st:i.mµed "\ffiC Eng i.net,s'' Sc.. at a point c,f cw-1·~ lo tbe r ig,bt;

Along said cur-vs: l o lhe right frnviug the following Paramdcr:;; R.:J:dit.!S ~ l 93.53 foa:, Arc L"1.,g-J1 = 51.90 foct. Cl10rd Bc:~r.i11g = >i l O" SD' "27" W an,~ a Ch.~,,-d Dir.i:aric.e of 5:?.. , ,'! -:'~el ·10 ~ 1/2-inch lro11 R,>d wit~, cap &lamped •·:-,,,r5c Engine~:-;;" Set;

}! 03° {ID' 34" w a dim.1,ce or 597.TT feel LO ll 1/2,nich koa Rod wlt:'t C<Cp ,tar;:ped ·•1,,rnc Engineers'' Se.L at a poi;i,1 af c1u-ve m inc left:

Along said c: urve to the le.ft hciving the following Pz.~me,~rs: Radbs = 149.(J:2 foe.-~ Arc '..cngtb = 7,:;_7,:) foet, Clwrd Bearing= N ]T 22' I l" W anc; a CiK>l'L~ f;i~lanc.f c,f ?:t':t2 ;°'.'!cl \D 2. 112-inc-h lron Rod wi6 c:ip s1<,mpcd "l\.1BC Ent,.rincc:rs" Set ;;( a poim ,:;if c11r.·e ·.o 'the left:

Along s.1:.id c.\rr,·c to tbe l=ft havi.ne, tJ·1t i'l'llo•,Yi.n!a'. ?ara.--ri~\crs· Radiu:, = 50.0G for.t. A.r2. l.-eng1h ~ 37.46 r~:::, Chord Searing = N 53° 1 r ,15" \N and~ Chorci Distance (Ii' 36.59 feet ,::i a J.1:2-im:h Irnn Ro::! wjtb cap 5tarnped "IvIBC Er1 gim:crs" Set;

~~ 74" 39' 42'' 'ill' a dist1,f1,:e.uf l6!LCl7 fee1 w a L:2.-inch 1rcm Ro•~ with cap s,r,mpcc: "tvIBC EJ1giner.:rs'' Set:

S 17'' 39' (19"' \V;: d i,tam:c of 94.41 fret to a i/2-inch 1mn Rod \'illlt cay; :::1"~mpcd "MBC ['.ngi,1c:er," Set;

N 7'.:·' 2.0' 59·• ',\' .::. di~wmcc of 1 ~2.2fi fe:a:1 ro a !.i2-1rtd1 Jrno ~od with cap :,:.;;mpcd "l\·1'BC F-ngin ~r.::rs' ' Ser;

N 17" ! l' 24 ·• Ea distant;,t of 60 .27 fee.1 to ·" l.'2,inch b·on Roli ·with cz.p ~t,rn1p::d "ivIBC Engi,.,eer~, ·• s~::

F ;,1" 2 7' 19" W a distanc.t (lf76. 7 l feet to a 1/2-ir,ch Iron Rod w:!h c1ii:, rtamp~d ~:,.,r13c En.gir,eeE" Se1;

J\ is-= 32' " 1" Ea dis,hl18e of 56~ .38 feet m "- l.12-ind h:m Rod 1/.'i rlt cHp ,tamp0d ~;,.,me f::uginc:-Br;·' Set cu :he: So1.i1ltc::riy 1-i_!!.ht •f way 'lin<= of said Gtmbl~; Roa.ci;

A-7

#5748936.5

N 70° ..;,' {1-1" Ea dist.:incc of 61,:.62 foi.:l ~::,al :'2-in:h iron R<..::l witn cap si;;:npe,j ~MBC Er,5inc-cr)" S.:l:

:J 79° 39' 04~ r: a di.:;tance of:397.14 fee1 le' al 1]-inch lron Rod wilh cap ~-,,mpi:-d "\~BC EcigirK'.Cf," St1,

}; 89n '.! 6' SO" E a dist.in~c c,f 69.98 fret rn a I :'2-inch lro.1 Rod F c,":·,d.

K CiCI" 25' 30'' V.-' a disrnncc of 15.09 foci tD the POINT OF BEG1h7\'1NG z..· ,d .:;,u,i.1inin_;; 7 .89 acr~.:: of la.rid tm.rrc or les;; a~ su:--,•,:r~d hy :v1acica, Rojc_ Copela~.d, fmd As;.c,ci::~tcs, Inc

:'\ote.: /1. Bo11nclarv Ex}:,!bil Lhat is made a !Jar: 1Jere,.}f fillO. sb~TI a~company thi~ in~rn1ne1J1..,

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TBPLS F rm R.cgrstration l (10 l l 700

Dw:: July 27, '.::C)lS Job No: 31789-1570

#5748936.5

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BOUNDARY EXHJBIT OF MANSJON TRACT

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#5748936.5

Exhibit A-2 (26.27 acres - Pecan Orchard)

M .A. C I N A • B O S E • CO P E LAN D and A S S O C I AT ES , I N C CO'NSll l 'f! NG ENGrNEER·s AND LANO SURVE-Y O RS

1035 Ce<rtral Par!(way Nortti. ~~n Ant<mrQ: Tex,n 79:232 121 DI s.4!>-I I 22 MX [.21 OJ 545-9302

TI!F'f F1trm ~llfalit.\') ~704 t IB'"l5 Firm fl.egl>:reOon •10011 ;,:,o I 5.SE (cmf>c(I «2t◄❖-4f◄6·3 www.mbc.engmeen.com

J\i.!ETES AND BiOTh'TYS DESCRIPTW" OF

A 26.27 AGRE (i , l 44,120 SQUA.R:E FEET) TRACT OF LAND SITJA TED N UIE GUlLLER..\,1A 1\--C.:'.N1::Z SORVEY, ABSTR..l..C1' 548, SECTIO:KNUMBER i 5I ; BEXAR COUN'"rY TEXAS BENG II\ NEV./ CITY BLOCK I 0578; A}ffJ BI:Ih.G OUT Of A 84.59 ACRE TRACT OF LA.'-<u DESCRJ.B.ED I:-l Vi' ARRM1Y DEED RECORDED NVOLUJ\-1:E 15578, PAGE 1973, OFFtCl\.L P.UBLJC RECOl:UJS, BEXAR COl,~Y, TEXAS; SA.ID 26.27 ACRE TR..I\CT BF.ING MORE PARTICULARLY DESCRIBED BY-METES -~\JD BOUNDS ASFOLL.Q'WS:

BEG[N?'\ING at a 1 ino.h lron Pipe Found cm Lh.e Nartberly right of wey Dnc cf )1:-ierstaie Highv.'ay 10 E2.st, a Variabk \Vidth Pub fie rigl11 of '-'HY, and marking the Souilir.as.ter1y c-omer of 2 5.001 Acre Tract of Land Described in Wa.·-ranty De"d, recor<l.e-.d in Vohm1e 15161, Page 474, Official Public Reco:ds, Bexar Coumy, Texao;

THENCE~ 18° W' 37'' W ~ distance of 297.40 feet, dep.fJ.r'li.ng foe No:rtbcrl;' righ1 of way l.ine of sllid interstate Highway I 0, t:o a l/2-mch Iron Rod Found marking the ·.>!orthca.stcrly c.omer of said 5.001 Acr;; 1ract;

TI:IENCE S 89° 34' 43" W passing aI a distance of 2237.39 a 1/2-inch 1nm Rod Found continuing for a tou,.:l di.st!IDCc -vf 22R7.65 feet to a Poml being the mo5t westerly corn.er of s..'li-:i &4.59 Ac,Tc Tract;

THE..NCE alo~ the Westerly bonnd!lry line of said 84.59 Acre Tract, tine fol)ov,i:ng calls:

K 33'' 54' 3T E a ciisnrnce of 224.46 fod to a Point;

J\ 67" 3€ i 2 '' E a distance of 25 6. 99 foe1 m ii Point;

~ 57~ 14" 29'' Ea distance of213.92 feet Lo a Point;

:"J 49'" 38' 07" Ea clisrnnoe of 532.71 feet to a Poim;

°\1 36° 05' 59" E. a distance of22 .l .82 foetto a Poim;

N 50° 52' 59" Fe. dist!!.ll.ct: of 147.45 feet to a }'oim;

THENCE tlepa..'1.i.ng the \•iesterly lxmndary line of said 84.59 ,\.ere Traer o,,e~ and ~ross Scai:d 84.59 Acre Tract, the follo·w.ing cal:~:

S 47° 08' 04" E a distance of 83CL26 kct t Q a J/2-in.cb Iron Rod. ,vith cap stamped ".MBC Engineers" Set;

A-10

S 00" 25' 17" B a distance of 419.I 3 fee1 io a l /2-inch Iron Rod with cap stamped '' JvffiC Engineer.;" Set;

K 89° 34' 43'' E a di-stance of 570.44 feet to a 1/2-inch Iron Ro:I 1:-.i.th cap sl.a,.-np~ "r-IBC Engineers" Set;

K 53~ 4-0' 07" E a distance of 232.67 feel to a l/'2-i.tich fa-on Red with c~p stamped "MBC Engineers" Set;

N 89° 45' 05" E a distance of 2:02.99 foet t:o a l/2-inc}i Iron Rod with cap stamped '1MBC Engineers 11 Set;

S 00-0 21' 04" E ,t distance of 1!3.59 fee-: 10 a l/2-inch Iron Rcj ,..,,ifu cap Slfilnped "l'vfBC

Engineers·• Set;

S 53° 40' 07" W a cfultant::, of 36.~7 feet 10 a 1/2-inch b:on Rod ,;i.'ith cap stamped ''J\,fB.C Engineers\1 Sec;

S 00° 21 ' 04" E a dis,anee ::.if 44.50 feet 'to a 1,'2-incb Iron Rod .v5tb cap stimlped "l\,ffiC Engioeers" Set, on tbc ~ortberly right of way line of said Interstare Eigbway 10;

THLNCE S 53° 40' 11" \V a di,.ance of 44 1.42 feet to fut POr\1T OF BEGIT'\l'ff';!G and ContainiJ:ig 2627 Acres of l0m1d more or kss as SUTveyed by I\·faciilli, Bose, Copeland, and A,..sso.ciates, Inc.

Note: .A boundarv exhibit th2.1 is made a part hereof and shill acccm1r,anv this ins'l:rurn':.nt.

TBPLS .

Date: July 9, 2.0 lS Job J'\o: 31789-1570

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A-11

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A-12

Exhibit B: Representations

Representations; Environmental Matters

A. Seller's Representations to Buyer

Seller represents to Buyer that the following are true and correct as of the Effective Date and will

be true and correct on the Closing Date.

1. Authority . . Seller is a Texas public facility corporation duly organized, validly existing, and in good standing under the laws of the state of Texas with authority to convey the Property to Buyer. This contract is, and all documents required by this contract to be executed and delivered to Buyer at closing will be, duly authorized, executed, and delivered by Seller.

2. Litigation. There is no litigation pending or threatened against Seller that might

affect the Property or Seller's ability to perfom1 its obligations under this contract.

3. Violation of Lcrws. Seller has r+Ot received notice of violation of any law, ordinance,

regulation, or requirements affecting the Property or Seller' s use of the Property.

5. Condemnation; Zoning,· Land Use,· Hazardous Materials. Seller has not received

notice of any condemnation, zoning, or land-use proceedings affecting the Property or any inquiries or notices by any governmental authority or third party with respect to the presence of

hazardous materials on the Property or the migration of hazardous materials from the Property.

6. No Other Obligation to Sell the Property or Restriction against Selling the

Property. Seller has not obligated itself to sell the Property to any party other than-Buyer. Seller's performance of this contract will not cause a breach of any other agreement or obligation to which

Seller is a party or to which it is bound.

7. No Liens. On. the Closing Date, the Property will be free and clear of all mechanic's and materialman' s liens and other liens and encumbrances of any nature except the Permitted

Exceptions, and no work or materials will have been furnished to the Property that might give rise to mechanic's, materialman' s, or other liens against the Property other than work or materials to

which Buyer has given its consent.

8. No Other Representation. Except as stated above or in the notices, statements, and

certificates set forth in Exhibit D, Seller makes no representation with respect to the Property.

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9. No Warranty. Seller has made no warranty in connection with this contract.

B. "As Is, Where Is"

This Contract Is An Arms-Length Agreement Between The Parties. The Purchase Price Was Bargained On The Basis Of An "As Is, Where Is" Transaction And Reflects The Agreement Of The Parties That There Are No Representations, Disclosures, Or Express Or Implied

Warranties, Except For The Warranty Of Title Stated In The Closing Documents And Seller's Representations To Buyer Set Forth In Section A Of This Exhibit B.

The Property Will Be Conveyed To Buyer In An "As Is, \\There Is" Condition, With All

Faults. All \Varranties, Except The Warranty Of Title In The Closing Documents, Are

Disclaimed.

The provisions of this section B regarding the Property will be included in the deed with


· C. Environmental Matters

After Closing, As Between Buyer And Seller, The Risk Of Liability Or Expense For Environmental Problems, Even If Arising From Events Before Closing, Will Be The Sole Responsibility Of Buyer, Regardless Of Whether The Environmental Problems Were Known Or Unknown At Closing. Once Closing Has Occurred, Buyer Indemnifies, Holds

Harmless, And Releases Seller From Liability For Any Latent Defects And From Any Liability For Environmental Problems Affecting The Property, Including Liability Under The Comprehensive Environmental Response, Compensation, And Liability Act

(CERCLA), The Resource Conservation And Recovery Act ~KCRA), The Texas Solid Waste Disposal Act, Or The Texas Water Code. Buyer Indemnifies, Holds Harmless, And Releases Seller From Any Liability For Environmental Problems Affecting The Property Arising As

The Result Of Seller's Own Negligence Or The Negligence Of Seller's Representatives. Buyer Indemnifies, Holds Harmless, And Releases Seller From Any Liability For Environmental Problems Affecting The Property Arising As The Result Of Theories Of Products Liability And Strict Liability, Or Under New Laws Or Changes To Existing Laws Enacted After The

Effective Date That Would Otherwise Impose On Sellers In This Type Of Transaction New

Liabilities For Environmental Problems Affecting The Property.

The provisions of this section C regarding the Property will be included in the deed with


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D. Buyer's Representations to Seller

Buyer represents to Seller that the following are true and correct as of the Effective Date and will

be true and correct on the Closing Date.

1. Authority. Buyer is a Texas [entity], duly organized, validly existing, and in•good standing under the laws of the state of Texas with authority to acquire the Property from Seller.

This contract is, and all documents required by this contract to be executed and delivered to Seiler at closing will be, duly authorized, executed, and delivered by Seller.

2. Litigation. There is no litigation pending or threatened against Buyer that might

affect Buyer's ability to perform its obligations under this contract.

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Exhibit C: Form of Deed

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Final

EXHIBITC SBEDA REQUIREMENTS

City of San .l\.ntonio Subcontractor/Supplier Utilization Commitment Fon.11

S Ii~<+ t:, N . Dei•eloper Agreement Red Berry PJ o -..,a. ion ame.

Respondent Name:

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Please ack:nowll>dge the statement~ below by initialing the box:

I understand that by executing the proposed conlract with City of San Antollio ("CITY"), I hereby affirm my org.inization's commitment to meet the s,ibcontracting requirements indicated in this Commitment Form and the con.tract.

I understand a. Jv.linority!Women Business Ente,:ptise (MiWBE) subcontracting goal of thirtyfive pert"ent (35%) of the CITY's appropriation for the Project applies to tills contract.

I understand an African American Busmess Enterprise (AABE) subcontracting goal of fin, percent (5 %i) of the CITY's appi:-opri:ation for the Project applies to this contract

I understand that for a Subcomractor to count toward a CITY required subcontracting goal(s), the Subcontractor must be SBEDA eligible. and have the same certification(s) as the CITY required suhcontracting_goa1(s).

I understmd that to be SB EDA eligible, a Subcontractor must be certified as a Small Business Enterprise (SBE) through the South Central Texas Regional Certification Agency (www. SCTRCAorg) . .\J.'\]) they must be headquartered or ha,'e a significant busines.s prese.m:e in the San Antonio Metropolitan Statistical Area.

I unden.-tand and affirm that I an1 1eq11ired to, .submit the Change to Utilization Plan to the Small Business Office once. comprehensive scop.e .of work bas been established.

I llllderstand and affirm that absent a Subcontracting Goal-Waiver approved by the Small Busine.s.s Office, I will not commence any construclion work until the Small Business Office has approved the Subcoutractorf Supplier Utilization Plan ..

I understand that absent a Subcontracting Goal-Waiver approved by the Small Business Office, failure to include a completed, signed copy of this Commitment Form to satisfy the subcontracting goals for this contract may render the contract voidable.

Prime Contractor'·s Authorized Agent

Name: ... .J

Versfon 2/20/18

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SMALL BUSINESS ECONOMIC DEVELOPMENT ADVOCACY (SBEDA) PROGRAM Developer Agreement Red Berry P3

Exhibit 1

A. SBEDA Program

City has adopted a Small Business Economic Development Advocacy Ordinance (Ordinance No. 2016-05-19-0367 and as amended, also referred to as "SBEDA" or "the SB EDA Program"), which is posted on City' s Economic Development (hereafter referred to as "EDD") website page and also is available in hard copy form upon request to City. The SBEDA Ordinance Compliance Provisions contained in this Exhibit 1 are governed by the terms of said Ordinance, as well as by the terms of the SBEDA Ordinance Policy & Procedure Manual established by City, pursuant to said Ordinance, and any subsequent amendments to this referenced SBEDA Ordinance and SBEDA Policy & Procedure Manual in effect as of the date of the execution of this Agreement. Unless defined in a contrary manner herein, terms used in this Exhibit 1 shall be subject to the same expanded definitions and meanings as given those terms in the SBEDA Ordinance and as further interpreted in the SBEDA Policy & Procedure Manual.

B. SBEDA Program Compliance - Affirmative Procurement Initiatives

City has applied the following contract-specific Affirmative Procurement Initiatives to this Agreement. Grantee hereby acknowledges and agrees the selected API requirement also shall be extended to any change order or subsequent contract modification and, absent SBO's granting of a waiver, that its full compliance with the following API terms and conditions are material to its satisfactory performance under this Agreement:

M/WBE Subcontracting Program. In accordance with SBEDA Ordinance Section ill. D . 2. (d), this contract is being awarded pursuant to the M/WBE Subcontracting Program. The Grantee agrees to subcontract at least thirty-five percent (35%) of its prime contract value to certified M/WBE firms headquartered or having a Significant Business Presence within the San Antonio Metropolitan Statistical Area (SAMSA).· ·

Segmented M/WBE Goal. In accordance with SB EDA Ordinance Section III. D. 2. ( e ), this contract is being awarded pursuant to Segmented M/WBE Goals. The Grantee agrees to subcontract at least five percent (5%) of the contract value to a certified African American Business Enterprise (AABE) firm headquartered or having a significant business presence within the San Antonio Metropolitan Statistical Area (SAMSA). This five percent (5%) subcontracting goal will also count toward the aforementioned thirty-five percent (35%) M/WBE subcontracting goal. _

Grantee shall submit a Subcontractor/Supplier Commitment Form to City with this agreement.

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Failure to include a completed, signed copy of the Subcontractor/Supplier Commitment Form acknowledging the subcontracting goal(s) for this solicitation will render this contract voidable. As the comprehensive scope of work is established, Grantee agrees to submit a Subcontractor/ Supplier Utilization Plan with the names of the certified M/WBE and AABE Subcontractors to be used by Grantee on this contract, the respective percentages of the total prime contract dollar value to be awarded and performed by each M/WBE and AABE Subcontractor, and documentation including a description of each M/WBE and AABE Subcontractor' s scope of work and confirmation of each M/WBE and AABE Subcontractor's commitment to perform such scope of work for an agreed upon dollar amount is to be attached and incorporated by reference into the material terms of this Agreement.

In the absence of a waiver granted by the SBO, the failure of Grantee to attain this subcontracting goal for M/WBE and AABE firm participation in the performance of a Commercially Useful Function under the terms of its contract shall be a material breach and grounds for termination of the contract with the CITY, and may result in debarment from performing future CITY contracts, withholding of payment for retainage equal to the dollar amount of the underutilization below the agreed upon M/WBE and AABE subcontracting goal, and/or shall be subject to any other remedies available under the terms of this Agreement for violations of the SBEDA Ordinance, or under any other law.

C. Contract Requirements and Commitment

Grantee understands and agrees the following provisions shall be requirements of this Funding Agreement and Grantee, in acknowledging these requirements, commits to comply with these provisions.

Waiver Request - Grantee may request, for good cause, a full or partial Waiver of specified subcontracting goal( s) by submitting the Respondent/ Vendor Subcontracting Waiver Request form (available at http://www.sanantonio.gov/SBO/Forms.aspx). Grantee's Waiver request fully must document Consultant, Sub-Consultant, Contractor, Subcontractor and/or Supplier unavailability despite Grantee's good faith efforts to comply with the goal. Such documentation shall include all good faith efforts made by Grantee including, but not limited to, which Consultants, SubConsultants, Contractors, Subcontractors and/or Suppliers were contacted (with phone numbers, email addresses and mailing addresses, as applicable) and the method of contact.

D. SBEDA Program Compliance - General Prqvisions

Grantee acknowledges and accepts the terms of City's SB EDA Ordinance, as amended, together with all requirements, guidelines and procedures set forth in City' s SB EDA Policy & Procedure Manual, are in :furtherance of City's efforts at economic inclusion and, moreover, such terms are part of Grantee's Scope of Work, as referenced in City's Funding Agreement, forming the basis for a Funding Agreement award and subsequent execution of this Agreement. These SBEDA Ordinance requirements, guidelines and procedures hereby are incorporated by reference into this Agreement and are considered by the Parties hereto to be material terms. Grantee's agreement fully to comply

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with these SBEDA program terms is a material condition for being awarded this Funding Agreement by City. Without limitation, Grantee further agrees to the following terms as part of its contract compliance responsibilities under City's SBEDA Program:

1. GRANTEE shall cooperate fully with the Small Business Office and other CITY departments in their data collection and monitoring efforts regarding GRANTEE's utilization and payment of Subcontractors, S/M/WBE firms, and HUBZone firms, as applicable, for their performance of Commercially Useful Functions on this contract including, but not limited to, the timely submission of completed forms and/or documentation promulgated by SBO, through the Originating Department, pursuant to the SBEDA Policy & Procedure Manual, timely entry of data into monitoring systems, and ensuring the timely compliance of its subcontractors with this term;

2. GRANTEE shall cooperate fully with any CITY or SBO investigation (and shall also respond truthfully and promptly to any CITY or SBO inquiry) regarding possible noncompliance with SB EDA requirements on the part of GRANTEE or its subcontractors or suppliers;

3. GRANTEE shall permit the SBO, upon reasonable notice, to undertake inspections as necessary including, but not limited to, contract-related correspondence, records, documents, payroll records, daily logs, invoices, bills, cancelled checks, and work product, and to interview Subcontractors and workers to determine whether there has been a violation of the terms of this Agreement;

4. GRANTEE shall notify the SBO, in writing on the Change to Utilization Plan form, through the Originating Department, of any proposed changes to GRANTEE' s Subcontractor / Supplier Utilization Plan for this contract, with an explanation of the necessity for such proposed changes, including documentation of Good Faith Efforts made by GRANTEE to replace the Subcontractor / Supplier in accordance with the applicable Affirmative Procurement Initiative. All proposed changes to the Subcontractor I Supplier Utilization Plan including, but not limited to, proposed self-performance of work by GRANTEE of work previously designated for performance by Subcontractor or supplier, substitutions of new Subcontractors, terminations of previously designated Subcontractors, or reductions in the scope of work and value of work awarded to Subcontractors or suppliers, shall be subject to advanced written approval by the Originating Department and the SBO.

5. GRANTEE shall immediately notify the Originating Department and SBO of any transfer or assignment of its contract with the CITY, as well as any transfer or change in its ownership or business structure.

6. GRANTEE shall retain all records of its Subcontractor payments for this contract for a minimum of four years or as required by state law, following the conclusion of this contract or, in the event of litigation concerning this contract, for a minimum of four years or as required by state law following the final determination of litigation, whichever is later.

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7. In instances wherein the SBO determines that a Commercially Useful Function is not actually being performed by the applicable S/M/WBE or HUBZone firms listed in a GRANTEE's Subcontractor/ Supplier Utilization Plan, the GRANTEE shall not be given credit for the participation of its S/M/WBE or HUBZone· Subcontractor(s) or joint venture partner(s) toward attainment of S/M/WBE or HUBZone firm utilization goals, and the GRANTEE and its listed S/M/WBE firms or HUBZone firms may be subject to sanctions and penalties in accordance with the SBEDA Ordinance.

8. GRANTEE acknowledges that the CITY will not execute a contract or issue a Notice to proceed for this project until the GRANTEE for this project have registered and/or maintained active status in the CITY's Centralized Vendor Registration System (CVR), and GRANTEE has represented to CITY which primary commodity codes each Subcontractor will be performing under for this contract. CITY recommends all Subcontractors to be registered in the CVR.

For more information please see link: http://www.sanantonio.gov/SBO/Compliance

E. Violations, Sanctions and Penalties

In addition to the above terms, Grantee acknowledges and agrees it is a violation of the SBEDA Ordinance and shall be deemed to have committed a material breach of this Agreement if Grantee:

1. fraudulently obtains, retains, attempt to obtain, or aids another in fraudulently obtaining, retaining, or attempting to obtain or retain Certification status as an SBE, MBE, WBE, M/WBE, HUB Zone firm, Emerging M/WBE, or ESBE for purposes of benefitting from the SBEDA Ordinance;

2. willfully falsifies, conceals or covers up by a trick, scheme or device, a material fact or makes any false, fictitious or fraudulent statements or representations, or makes use of any false writing or document, knowing the same to contain any false, fictitious or fraudulent statements or entries pursuant to the terms of the SBEDA Ordinance;

3. willfully obstructs, impedes or attempts to obstruct or impede any authorized official or employee investigating the qualifications of a business entity which has requested Certification as an S/M/WBE or HUBZone firm;

4. fraudulently obtains, attempts to obtain or aids another person fraudulently obtaining or attempting to obtain public monies to which the person is not entitled under the terms of the SBEDA Ordinance; and

5. makes false statements to any entity that any other entity is or is not certified as an S/M/WBE for purposes of the SBEDA Ordinance.

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Any person of entity violating the provisions of this clause shall be subject to the provisions of Section III. E. 13. of the SBEDA Ordinance and any other penalties, sanctions and remedies available under law including, but not limited to:

1. Suspension of contract 2. Withholding of funds 3. Rescission of contract based upon a material breach of contract pertaining to S/M/WBE Program compliance 4. Refusal to accept a response or proposal 5. Disqualification of CONTRACTOR or other business firm from eligibility for providing goods or services to the City for a period not to exceed two years (upon City Council approval).

F. Commercial Nondiscrimination Policy Compliance

As a condition of entering into this Agreement, Grantee represents and warrants it has complied with, throughout the course of this solicitation and contract award process and will continue to comply with, City's Commercial Nondiscrimination Policy, as described under Section III. C. 1. of the SBEDA Ordinance. As part of such compliance, Grantee shall not discriminate on the basis of race, color, religion, ancestry or national origin, sex, age, marital status, sexual orientation or, on the basis of disability or other unlawful forms of discrimination in the solicitation, selection, hiring or commercial treatment of Consultant(s), Sub-Consultant(s), Contractor(s), Subcontractor(s), Suppliers vendors or commercial customers, nor shall Grantee retaliate against any person for reporting instances of such discrimination. Grantee shall provide equal opportunity for Consultant(s), SubConsultant(s), Contractor(s), Subcontractor(s), Suppliers and vendors to participate in all of Grantee's public sector and private sector subcontracting and supply opportunities, provided that nothing contained in this clause shall prohibit or limit otherwise lawful efforts to remedy the effects of marketplace discrimination that have occurred or are occurring in City's Relevant Marketplace. Grantee understands and agrees a material violation of this clause shall be considered a material breach of this Agreement and may result in termination of this Agreement, disqualification of Grantee from participating in City contracts or other sanctions. This clause is not enforceable by or for the benefit of, and creates no obligation to, any third party. Grantee's certification of its compliance with this Commercial Nondiscrimination Policy, as submitted to City pursuant to the solicitation for this Agreement, hereby is incorporated into the material terms of this Agreement. Grantee shall incorporate this Commercial Nondiscrimination Policy clause into each of its Consultant(s), Sub-Consultant(s), Contractor(s) Subcontractor(s) and Supplier agreements entered into pursuant to City contracts.

G. Prompt Payment

Upon execution of this Agreement, Grantee shall be required to submit to City accurate progress payment information with each invoice, with regard to each of its Consultant( s ), Sub-Consultant(s ), Contractor( s ), Subcontractor(s) and Suppliers, including HUBZone Consultant( s ), Sub-Consultant( s ), Contractor( s ), Subcontractor( s) and Suppliers, to ensure Grantee' s reported subcontract participation

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is accurate. Grantee shall pay its Consultant(s), Sub-Consultant(s), Contractor(s), Subcontractor(s) and Suppliers in compliance with Chapter 2251 , Texas Government Code (known as the "Prompt Payment Act") within ten (10) days of receipt of payment from City. In the event of Grantee' s noncompliance with these prompt payment provisions, no new City contracts shall be issued to Grantee until City' s audit of previous subcontract payments is complete and payments are verified to be in accordance with the specifications of the Agreement.

H. Definitions

Affirmative Procurement Initiatives (hereafter referred to as "API") - refers to various Small Business Enterprise, Minority Business Enterprise, and/or Women Business Enterprise (hereafter referred to as "S/M/WBE") Program tools and Solicitation Incentives that are used to encourage greater prime contract and subcontract participation by S/M/WBE firms, including bonding assistance, evaluation preferences, subcontracting goals and joint venture incentives. (For full descriptions of these and other S/M/WBE program tools, see Section III. D. of Attachment A to the SBEDA Ordinance).

Centralized Vendor Registration System (hereafter referred to as "CVR") - refers to a mandatory electronic system wherein City requires all prospective Consultants, Sub-Consultants, Contractors and Subcontractors ready, willing and able to sell goods or services to City to register. The CVR system assigns a unique identifier to each registrant that is then required for the purpose of submitting solicitation responses and invoices and for receiving payments from City. The CVRassigned identifiers also are used by City' s Goal Setting Committee for measuring relative availability and tracking utilization of SBE and M/WBE (as defined herein) firms by Industry or commodity codes and for establishing annual aspirational Goals and contract-by-contract Subcontracting Goals.

Certification or "Certified" - refers to the process by which City' s Small Business Office (hereafter referred to as "SBO") staff determines a firm to be a bona-fide small, minority-, womenowned or emerging small business enterprise. Emerging Small Business Enterprises (hereafter referred to as "ESB Es") automatically are eligible for Certification as SBEs. Any firm may apply for multiple Certifications covering each and every status category ( e.g., SBE, ESBE, MBE, or WBE) for which it is able to satisfy eligibility standards. The SBO staff may contract these services to a regional Certification agency or other entity. For purposes of Certification, City accepts any firm that is certified by local government entities and/or other organizations identified herein that have adopted Certification standards and procedures similar to those followed by the SBO, provided the prospective firm satisfies the eligibility requirements set forth in this Ordinance in Section III.E.6 of Attachment A.

Commercially Useful Function - means a S/M/WBE firm performs a Commercially Useful Function when it is responsible for execution of a distinct element of the work of the contract and is carrying out its responsibilities by actually performing, staffing, managing and supervising the work involved. To perform a Commercially Useful Function, the S/M/WBE firm also must be responsible, with respect to mate1ials and supplies used on the contract, for negotiating price, determining

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quantity and quality, ordering the material and installing (where applicable) and paying for the material itself. To determine whether an S/M/WBE firm is performing a Commercially Useful Function, an evaluation must be performed of the amount of work subcontracted, normal industry practices, whether the amount the S/M/WBE firm is to be paid_under the contract is commensurate with the work it actually is performing, the S/M/WBE credit claimed for its performance of the work and other relevant factors. Specifically, an S/MIWBE firm does not perform a Commercially Useful Function if its role is limited to that of an extra participant in a transaction, contract or project through which funds are passed in order to obtain the appearance of meaningful and useful S/MIWBE participation when, in similar transactions in which S/M/WBE firms do not participate, there is no such role performed. The use of S/M/WBE firms by Grantee to perform such "passthrough" or "conduit" functions that are not commercially useful shall be viewed by City as fraudulent, if Grantee attempts to obtain credit for such S/M/WBE participation towards the satisfaction of S/M/WBE participation goals or other API participation requirements. As such, under such circumstances where a commercially useful function is not actually performed by the S/MIWBE firm, Grantee shall not be given credit for the participation of its S/M/WBE Consultant(s), SubConsultant(s), Contractor(s), Subcontractor(s), Suppliers or joint venture partner towards attainment of S/M/WBE utilization goals, and Grantee and S/M/WBE firm may be subject to sanctions and penalties in accordance with the SBEDA Ordinance.

Good Faith Efforts - means the documentation of Grantee's intent to comply with S/M/WBE Program Goals and procedures including, but are not limited to, the following:

(1) documentation reflecting Grantee's commitment to comply with SBE or M/WBE Program Goals as established by the GSC for a particular contract; or

(2) documentation of efforts made toward achieving the SBE or M/WBE Program Goals ( e.g., timely advertisements in appropriate trade publications and publications of wide general circulation; timely posting of SBE or M/WBE subcontract opportunities on the City of San Antonio website; solicitations of bids/proposals/qualification statements from all qualified SBE or M/WBE firms listed in the Small Business Office's directory of certified SBE or M/WBE firms; correspondence from qualified SBE or M/WBE firms documenting their unavailability to perform SBE or M/WBE contracts; documentation of efforts to subdivide work into smaller quantities for subcontracting purposes, to enhance opportunities for SBE or M/WBE firms; documentation of a Prime Consultant' s posting of a bond covering the work of SBE or M/WBE Consultant(s), Sub-Consultant(s), Contractor(s), Subcontractor(s) and/or Suppliers; documentation of efforts to assist SBE or M/WBE firms with obtaining financing, bonding or insurance required by Grantee and the solicitation; and documentation of consultations with trade associations and Consultant(s), Sub-Consultant(s), Contractor(s), Subcontractor(s) and/or Suppliers representing the interests of SBE and/or M/WBEs in order to identify qualified and available SBE or M/WBE Consultant(s), SubConsultant(s), Contractor(s), Subcontractor(s) and/or Suppliers). The appropriate form and content of Grantee' s Good Faith Efforts documentation shall be in accordance with the SBEDA Ordinance as interpreted in the SBEDA Policy & Procedure Manual.

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HUBZone Firm - means a business certified by the U.S. Small Business Administration for participation in the federal HUBZone Program, as established under the 1997 Small Business Reauthorization Act. To qualify as a HUBZone firm, a small business must meet all of the following criteria:

1. The business is owned and Controlled by U.S. citizens;

2. At least thirty five percent (35%) of the business' s employees must reside in a HUBZone; and

3. The business's Principal Place of Business must be located in a HUBZone within the San Antonio Metropolitan Statistical Area. (See 13 C.F.R. 126.200 (1999).]

Independently Owned and Operated - means the ownership of an SBE firm must be direct, independent and by Individuals only. Ownership of an M/WBE firm may be by Individuals and/or by other businesses provided the ownership interests in the M/WBE firm can satisfy the M/WBE eligibility requirements for ownership and Control as specified herein in Section III.E.6. The M/WBE firm must also be Independently Owned and Operated in the sense that it cannot be the subsidiary of another firm that does not itself (and in combination with the certified M/WBE firm) satisfy the eligibility requirements for M/WBE Certification.

Individual - means an adult person that is of legal majority age.

Industry Categories - means procurement groupings for City inclusive of Construction, Architectural & Engineering (A&E), Professional Services, Other Services and Goods and Supplies (i.e., manufacturing, wholesale and retail distribution of commodities). This term sometimes may be referred to as "business categories."

Minority/Women Business Enterprise (hereafter referred to as "MIWBE") - refers to a firm certified as a Small Business Enterprise and also is certified as either a Minority Business Enterprise or as a Women Business Enterprise, is at least fifty-one percent ( 51 % ) owned, managed and controlled by one or more Minority Group Members and/or women and is ready, willing and able to sell goods or services to be purchased by City.

M/WBE Directory - refers to a listing of minority- and women-owned businesses certified for participation in City's M/WBE Program APis.

Minority Business Enterprise (hereafter referred to as "MBE")- means any legal entity, except a joint venture, organized to engage in for-profit transactions, certified a Small Business Enterprise and is at least fifty-one percent (51 %) owned, managed and controlled by one or more Minority Group Members, as defined below, and is ready, willing and able to sell goods or services to be purchased by City. To qualify as a MBE, the enterprise shall meet the Significant Business Presence requirement defined herein. Unless otherwise stated, the term MBE, as used in City' s Ordinance, is not inclusive of women-owned business enterprises.

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Minority Group Members - refers to African-Americans, Hispanic Americans, Asian Americans and Native Americans legally residing in or that are citizens of the United States or its territories, as defined below:

African-Americans: Persons with origins in any of the black racial groups of Africa.

Hispanic-Americans: Persons of Mexican, Puerto Rican, Cuban, Spanish or Central and South American origin.

Asian-Americans: Persons having origins in any of the original peoples of the Far East, Southeast Asia, the Indian subcontinent or the Pacific Islands.

Native Americans: Persons having no less than 1116th percentage origin in any of the Native American Tribes, as recognized by the U.S. Department of the Interior, Bureau of Indian Affairs and as demonstrated by possession of personal tribal role documents.

Originating Department - refers to a City department or authorized representative of City managing the contract.

Payment - refers to the dollars actually paid to Grantee and/or Grantee' s Consultant(s), SubConsultant(s), Contractor(s), Subcontractor(s), Suppliers and/or vendors for City-contracted goods and/or services.

Prime Consultant - refers to a Consultant, under contract to City, to whom a purchase order or contract is issued by City for the purposes of providing goods or services to City. For purposes of this Agreement, this term refers to Grantee.

Relevant Marketplace - means the geographic market area affecting the S/M/WBE Program, as determined for purposes of collecting data for NERA Economic Consulting and for determining eligibility for participation under various programs established by City's SBEDA Ordinance, defined as the San Antonio Metropolitan Statistical Area (as defined herein), which currently includes the counties of Atascosa, Bandera, Bexar, Comal, Guadalupe, Kendall, Medina and Wilson.

Respondent - refers to an entity submitting a bid, Statement of Qualifications or Proposal in response to a solicitation issued by City. For purposes of this agreement, Grantee is Respondent.

Responsible - means a firm capable in all respects fully to perform the contractual requirements outlined in City's solicitation and has the integrity and reliability to assure good faith performance of all project specifications.

San Antonio Metropolitan Statistical Area {hereafter referred to as "SAMSA") - also known as the Relevant Marketplace, referring to the geographic market area from which City's NERA Economic Consulting analyzed contract utilization and availability data for disparity. City's SAMS A

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currently including the counties of Atascosa, Bandera, Bexar, Comal, Guadalupe, Kendall, Medina and Wilson.

SBE Directory - refers to a listing of small businesses certified for participation in City's SBE Program APis.

Significant Business Presence - defined as an established place of business in one or more of the eight (8) counties making up the SAMSA, from which twenty percent (20%) of the entity's full-time, part-time and contract employees regularly are based, and from which a substantial role in the S/M/WBE's performance of a Commercially Useful Function is conducted. A location utilized solely as a post office box, mail drop or telephone message center or any combination thereof, with no other substantial work function, shall not be construed to constitute a significant business presence. To qualify for this Program, a S/M/WBE must be headquartered or have a significant business presence for at least one (1) year within the Relevant Marketplace

Small Business Enterprise (hereafter referred to as "SBE") -means a corporation, partnership, sole proprietorship or other recognized legal entity existing for the purpose of making a profit, is independently owned and operated by Individuals legally residing in or are citizens of the United States or its territories, meets the U.S. Small Business Administration (hereafter referred to 'as "SBA") size standard for a small business in its particular industry(ies) and meets the Significant Business Presence requirements, as defined herein.

Small Business Office (hereafter referred to as "SBO") - means the office within City's EDD Department primarily responsible for general oversight a.I}d administration of the S/M/WBE Program.

Small Business Office Manager (hereafter referred to as "SBO Manager" - refers to the Assistant Director of EDD responsible for the management of the SBO and ultimately responsible for oversight, tracking, monitoring, administration, implementation and reporting of the S/M/WBE Program. The SBO Manager also is responsible for enforcement of Grantee, Consultant and vendor compliance with contract participation requirements and ensuring that overall SBEDA Program goals and objectives are met.

Small Minority Women Business Enterprise Program (hereafter ref erred to as "S/M/WBE Program")- refers to the combination of SBE Program and M/WBE Program features contained in the SBEDA Ordinance.

Sub-Consultant - means any vendor of Grantee providing goods or services to Grantee in furtherance of Grantee's performance under an agreement, contract or purchase order with City. A copy of each binding agreement between Grantee and its Consultant(s), Sub-Consultant(s), Contractor(s), Subcontractor(s) and Suppliers shall be submitted to City in writing prior to execution of this Agreement and any modification to this Agreement.

Suspension - means the temporary stoppage of a SBE or M/WBE firm's beneficial participation in

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City' s S/M/WBE Program for a finite period of time, due to the cumulative contract payments the S/M/WBE firm received during a fiscal year exceeding a certain dollar threshold, as set forth in Section m.E.7 of Attachment A to .the SBEDAOrdinance; or the temporary stoppage of Grantee's and/or S/M/WBE firm's performance and payment under City contracts due to City's imposition of Penalties and Sanctions, as set forth in Section ill.E.13 of Attachment A to the SBEDA Ordinance.

Sub-Consultant/Supplier Utilization Plan - refers to the binding part of this Agreement stating Grantee' s commitment for the use ofJ oint Venture Partners and/or Consultant(s ), Sub-Consultant( s ), Contractor(s), Subcontractor(s) and/or Suppliers in the performance of this Agreement, stating the name, scope of work and dollar value of work to be performed by each of Grantee' s Joint Venture partners and/or Consultant(s), Sub-Consultant(s), Contractor(s), Subcontractor(s) and/or Suppliers in the course of the performance of this Agreement, specifying the S/M/WBE Certification category for each Joint Venture partner and/or Consultant, Sub-Consultant, Contractor, Subcontractor and/or Supplier, as approved by the SBO Manager. Additions, deletions or modifications of the Joint Venture partner or and Consultant, Sub-Consultant, Contractor, Subcontractor and/or Supplier names, scopes of work or dollar values of work to be performed requires an amendment to this Agreement approved by the EDD Manager or his/her designee.

Women Business Enterprises (hereaft_er referred to as "WBEs") - refers to any legal entity, except a Joint Venture, organized to engage in for-profit transactions, certified, for purposes of the SBEDA Ordinance, as being a Small Business Enterprise, is at least fifty-one percent (51 %) owned, managed and controlled by one or more non-minority women Individuals lawfully residing in or are citizens of the United States or its territories, is ready, willing and able to sell goods or services to be purchased by City and meets the Significant Business Presence requirements, as defined herein. Unless otherwise stated, WBE, as used in this Agreement, is not inclusive of MBEs.

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RED BERRY ESTATE MASTER DEVELOPMENT AGREEMENT

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Transcript of RED BERRY ESTATE MASTER DEVELOPMENT AGREEMENT