2024 - 27452 11/19/2024 02:03 PM Page 1 of 15 Midland WHEN RECORDED MAIL 999 Lake DrporatiCopy Costco Wholesale Clerk Unot Issaquah Washington 98027 orporate Counsel FIRST AM ncs-1227609-WA Midland County Clerk Unofficial Copy DECLARATION OF RESTRICTIVE COVENANTS This Declaration of Restrictive Covenants (this "Declaration") is made and entered into as of November 19 2024 (the "Effective Date"), by CUMBERLAND & WESTERN RESOURCES LLC, a Wyoming limited liability company ("Owner"), for the benefit of COSTCO WHOLESALE CORPORATION, a Washington corporation (“Costco”).
1. Owner is the State of Texas and more Property").
RECITALS: of that certain real property located in the County of Midland, articularly described in Exhibit A attached hereto (the "Restricticial Copy Midland County Clerk Unofficial Copy imty State Clerk Costco is the owner of that certain real property located in the Cou Texas and more particularly described in Exhibit B attached of Midland, perty"), which Costco acquired from Owner contemporaneously hereto (the "Costco 3.
As partial consideration for the sale of the Codland?
Owner agreed to impose certain restrictions against the Restricted Property.
with.
Property from Owner to Costco, NOW, THEREFORE, Owner hereby agrees that the following covenants, conditions and restrictions shall be established and imposed upon the Restricted Property and declares that the Restricted Property and all portions thereof are and shall be owned, held, transferred, sold, conveyed, leased and occupied subject to such covenants, conditions and restrictions.
ARTICLE I RECITALS; DEFINITIONS 1.1 Recitals. The foregoing Recitals are an integral part of this Declaration and are incorporated herein by reference as set forth in full herein.
1.2 Other defined elsewhere in below.
S; DEFINITIONS 1.1 Recitals. The foregoing Recitals are an integral part of this Declaration and are incorporated herein by reference as set forth in full herein.
1.2 Other defined elsewhere in below.
In addition to the definitions set forth above in the Recitals, coholic Beverage Retailer” is defined in Section 2.2(a) hereof.
Midland County Clerk finclaration, the following terms shall have the meanings: Midland County Clerk Unoffi 2024 - 27452 11/19/2024 02:03 PM Page 2 of 15 "Costco successor cor Official Copy shall mean (a) a subsidiary, affiliate, parent or other entity_ controls, is conofficial Copy or is under common control with Costco Wholesale Corporationoficial Copy, franchised, managed, operated or controlled by Costco Wandstantial Midland County I related to Costco Wholesale Corporation by merger, consolation, nonbankrupt reorganization, or government action; or (c) a purchaser of: Corporation's assets in the state where the Costco Property "Costco Facility or Business" shall mean any that ated.
all of Costco or business owned, leased, esale Corporation or by any Costco Affiliate, including, without limitation, a Costco Wholesale warehouse club, Costco Wholesale business center, or any of the constituent or ancillary uses associated therewith. A Costco Facility or Business shall also include a facility or business that is owned or operated by a person or entity other than Costco Wholesale Corporation, or any Costco Affiliate, but which facility or business is intended to be included as part of or otherwise integrated into a Costco Facility or Business, such as leased or licensed departments, or co-branded or ancillary uses "Costco Party" shall mean each of Costco and any Costco Affiliate that is now or
integrated into a Costco Facility or Business, such as leased or licensed departments, or co-branded or ancillary uses "Costco Party" shall mean each of Costco and any Costco Affiliate that is now or hereafter an owner or lessee of any portion of the land now comprising the Costco Property.
"Costco Property" is PRecital 2 above.
"Grocer" is definefirepy PSection 2.2(a) hereof.
"Merchandising Concept” is defined in Section 2.2(a) hereof.
Midland County wner” shall mean the Owner identified above executing this A "owner of any portion of the Restricted Property.
a "Parcel" shall mean each separately owned parceland County Clerk Unofficial Copy nent and all future and contained in the Restricted Property. If the Restricted Property (or any Parcel therein) is subsequently divided into one or more separate separately owned parcels, each of such separate parcels shall thereafter be considered to be a "Parcel”. Any Parcel(s) subdivided as aforesaid shall remain subject to all terms, covenants and restrictions of this Declaration.
"Restricted Property" is defined in Recital 1 above.
"Wal-Mart" is defined in Section 2.2(a) hereof.
2.1 ARTICLE II Restrica CONCLUSIVE USE RESTRICTION Fowns fee simple title to all of the Restricted Property, subie that cial Copy, as of the date hereof.
matters of f record officia Midland County #511257440_v2 2.2 Property. Owner hereby represents and warrants to Costco other than conveyances).
Midland County Clerk Unofficial Copy Exclusive Use Restrictions Against Restricted Property 2 2024 - 27452 11/19/2024 02:03 PM Page 3 of 15 (a) No relatively limiterk Unofficial Copy any Restricted Property shall be used or operated: (i) wholesale or retail general merchandise facility that has a merchandising concept based OTICial Copy Midlang Concept"); ( ii
terk Unofficial Copy any Restricted Property shall be used or operated: (i) wholesale or retail general merchandise facility that has a merchandising concept based OTICial Copy Midlang Concept"); ( ii ) as a grocery store or supermarket in feet number of stock keeping units in a large number of product luding, without limitation, a grocery store or supermarket that integrated into a larger retail store, such as the business pon a 40,000 square Mid Series (the a part of or is commonly referred to sale or retail establishment in alcoholic beverages intended for as a "supercenter” or “hypermarket” (a "Grocer”); (iii) as a excess of 5,000 square feet selling wine, beer, spirits or off-premises consumption ("Alcoholic Beverage Retailer"); (iv) as a "Wal-Mart" store or "Wal-Mart Supercenter" or any other store operated under the "Wal-Mart" brand (a "WalMart"); or (v) to support a facility operating under the Merchandising Concept, as a Grocer, as an Alcoholic Beverage Retailer or as a Wal-Mart (i.e., for parking or other necessary improvements for such a facility). The Merchandising Concept restriction includes, but shall not be limited to: (vi) any business that operates as a warehouse club; (vii) any business operated under the tradenames of Sam's, BJ's, Price Smart, Jetro or Smart and Final; and (viii) any business similar to those operated under the tradenames Costco, Sam's, BJ's, Price Smart, Jetro or Smart and Final.
(b) The Merchandising any of the following uses on sells goods in a few COPeot restriction in Section 2.2(a) above does not prohibit Restricted Property: (i) a specialty retail store that primarily home goods, home office categories, such as pet food, sporting goods, office supplicicial Copy furniture, applian store or juni (c) Midland County
Property: (i) a specialty retail store that primarily home goods, home office categories, such as pet food, sporting goods, office supplicicial Copy furniture, applian store or juni (c) Midland County rovements, books, toys, party supplies, craft supplies, apparel ✓s or electronics; or (ii) a traditional department store, discount.
epartment store, such as Kohl's, Target or K Mart.
No portion of the Restricted Property shall be used motor vehicle fuel or service station, or motor vehicle tire sales Clerkpartment County provided that any motor vehicle tire sales, service or installa vice as a car wash, or installation facility; facility that is operated by and in connection with a general merchandise retail store or a traditional department store shall not be prohibited by this restriction.
(d) Notwithstanding anything to the contrary contained herein, in no event shall any of the prohibitions set forth in this Section 2.2 prohibit the Property or the Restricted Property from being used for or as a Costco Facility or Business.
2.3 Termination of Restrictive Covenants. The restrictive covenants set forth in Section 2.2 above shall run with the title to the Restricted Property as provided in Section 5.1 below.
3.1 permitted to be sufficiently ARTICLE III by any provision of this Declaration shall be deemed to notice, payment, demand, offer, or communication reficial Copy, Midland County ces official Copy #511257440_v2 or served for all purposes if sent by registered or certified mail 3 Been Midland County Clean receipt 2024 - 27452 11/19/2024 02:03 PM Page 4 of 15 requested), postage and delivery service requiringficial Copy To Midland County Clerk To Costco: with a copy to: prepaid, or by Federal Express or other reputable overnight
/2024 02:03 PM Page 4 of 15 requested), postage and delivery service requiringficial Copy To Midland County Clerk To Costco: with a copy to: prepaid, or by Federal Express or other reputable overnight Signature upon receipt, addressed as follows: County Clerk Unofficial Copy Cumberland & Western Resources LLC c/o Betterton, Tyler & Summonte, P.L.
735 E. Venice Avenue, Suite 200 Venice, Florida 34285 Attn: Greg Betterton, Costco Wholesale Corporation 999 Lake Drive Issaquah, Washington 98027 Attn: Property Management (Legal Department) Holland & Knight L.L.P.
One Arts Plaza 1722 Routh Street, Suite 1500 Dallas, Texas 75201-2533 Attn: Any such notice shall be dicial Copy Ray T. Khirallah is refused. A Costco ay may change the address to which notices to such Costco Partofficial Copy, be sent by the ed to be given on the date on which it is received or receipt provisions of at least 15 days prior notice to the Owner in Section 3.1; and an Owner may change the address to to be sent by the giving of at least 15 days prior notice to Midlandance with the provisions of this Section 3.1.
4.1 with the to such Midland CounCostco Parties in ARTICLE IV REMED Legal Action Generally. If any Owner (or other owner, tenant, or occupant of any portion of the Restricted Property or any other party with an interest in the Restricted Property by through or under an Owner) breaches any provision of this Declaration, which is not remedied within 10 business days after written notice from a Costco Party, then such Costco Party may institute legal action against one or more of the Owner (and/or other owner, tenant, or occupant of any portion of the Restricted Property) for specific performance, injunction, declaratory relief,
ay institute legal action against one or more of the Owner (and/or other owner, tenant, or occupant of any portion of the Restricted Property) for specific performance, injunction, declaratory relief, damages, or any other remedy provided by law. All remedies herein or at law shall be cumulative and not inclusive. As used herein, any reference to rights or remedies "at law" or “under applicable law” shall also include any rights or remedies “in equity”.
4.2 Injunctive in this Declaration foregoing not an court claratory Relief. In addition to any other remedies provided for applicable law, Owner acknowledges that the breach may cause immediate and irreparable harm for which and that, to protect against such harm, a Costco Party are Midland Clerk official Copy Midland Competent jurisdiction the issuance of a restraining order or i #511257440_v2 Count nto prohibit any 2024 - 27452 11/19/2024 02:03 PM Page 5 of 15 actual or threatened breach, Ufofficial Copy and does not limit any of any violation or herein ce app Clerk Unit an action for a restraining order or injunction is in addition other remedies provided by law or equity. In addition, in the violation by an Owner, or any owner, tenant, or portion of the stricted Property, of any of the terms, covenants, conditions, court of competent jurisdiction.
Midlande law, a Costco Party shall have the right to bring an action 4.3 Remedies Cumulative. The remedies provi Terk Unofficial Cop estrictions or under for laratory relief in a Midland County Cle this Article 4 are in addition to any remedies available under any other agreement(s) between a Costco Party and Owner and/or any owner, tenant or occupant of any portion of the Restricted Property, or under applicable law.
ddition to any remedies available under any other agreement(s) between a Costco Party and Owner and/or any owner, tenant or occupant of any portion of the Restricted Property, or under applicable law.
Exercise of one remedy shall not be deemed to preclude exercise of other remedies for the same default, and all remedies available to a Costco Party may be exercised cumulatively.
ARTICLE V MISCELLANEOUS 5.1 Binding Effect. All of the terms, covenants and restrictions contained in this Declaration shall attach to and run Costco Parties and the Costco the Owner and each portion covenants and of the Costco Ptrictions any title to the Restricted Property for the benefit of the 5.2 Clerk and shall be binding upon the successors and assigns of Restricted Property. This Declaration and all the terms, in contained shall be enforceable as equitable servitudes in And any portion thereof.
Attorneys' Fees. In the event of any action for breach of or right hereunder, the unsuccessful party in such action shall party all costs and expenses expressly including, but Attorneys' fees incurred by the successful party in connection Midland 5.3 or Clerk Unofficial Copy enforce any the substantially Mi With ad Couto, reasonable action.
Breach Shall Not Permit Termination. It is expressly agreed that no breach of this Declaration shall entitle Owner or any lender, owner, tenant or occupant of any portion of the Restricted Property to cancel, rescind, or otherwise terminate this Declaration.
5.4 Third Parties. The Costco Parties are third party beneficiaries of this Declaration and shall have the benefit of all of the rights, privileges, or immunities conferred hereunder. No lender, owner, tenant or occupant of any portion of the Restricted Property or other party, other
ion and shall have the benefit of all of the rights, privileges, or immunities conferred hereunder. No lender, owner, tenant or occupant of any portion of the Restricted Property or other party, other than the Owner, Costco and the other Costco Parties shall have any rights, privileges, or immunities under this Declaration.
5.5 Modification. No Declaration shall be valid Parties then owning or rescission which is is in writing and signed by the Costco Party or Costco the Costco Property. Any change, modification, amendment the written consent of the Costco Party or Costco Parties waiver, SZOPon, waiver, amendment, discharge, or change of this owning or leasing the Costco Property shall be null and void and of no effect, ocial Copy be discharge, or change of this Declaration relating to one or more arcels may Midland cade between the Costco Party or Costco Parties then owning or leasing #511257440_v2 5 Costco Property 2024 - 27452 11/19/2024 02:03 PM Page 6 of 15 and the Owner that owns the the joinder of any other Copy cel(s) in question (or the then owner(s) of such Parcel) without her or other party.
Funty Clerk Unofficial herein juris 5.6 Unofficial Copy Antwerability. If any term, covenant, condition, provision, or agreemcontained held to be invalid, void, or otherwise unenforceable, by any Penant, condition, provision, or agreement contained herein.
Midlandton, such holding shall in no way affect the validity of enforceabin 5.7 Governing Law. This Declaration shall be idland accordance with the laws of the State of Texas.
5.8 of competent of any other term, preted, construed, and enforced in Terminology. All personal pronouns used in this Declaration, whether used in the
accordance with the laws of the State of Texas.
5.8 of competent of any other term, preted, construed, and enforced in Terminology. All personal pronouns used in this Declaration, whether used in the masculine, feminine, or neuter gender, shall include all other genders; the singular shall include the plural and vice versa.
5.9 Captions. Article and section titles or captions contained herein are inserted as a matter of convenience and for reference, and in no way define, limit, extend, or describe the scope of this Declaration or any provisions hereof.
5.10 Estoppel Certificate Ophin Unofficial any Owner (a "Requesting (the "Responding Party" whether the Respond known defaults this the hin 20 days of the written request of any Costco Party or the Owner or Costco Party to which such request is made issue to such Requesting Party an estoppel certificate stating: Party knows of any default under this Declaration and if has been assigned, modified or amended in any way (and if it is in full force and effect.
Glerk, Unofficial Copy are Midlandecifying the nature thereof; (b) whether to the Responding Party's Midland'hereof); and (c) whether to the Responding Party's knowledge Declaration as of 5.11 Time of Essence. Time is of the essence Midland County of the covenants and obligations contained in this Declaration.
then stating spect to the performance of each 5.12 Waiver of Default. No waiver of any default by any Owner or release of any portion of the Restricted Property shall be implied from any omission by a Costco Party to take any action in respect of such default if such default continues or is repeated. No express written waiver of any default shall affect any default or cover any period of time other than the default
ake any action in respect of such default if such default continues or is repeated. No express written waiver of any default shall affect any default or cover any period of time other than the default and period of time specified in such express waiver. No release of any portion of the Restricted Property shall constitute a release of any other portion of the Restricted Property. One or more written waivers of any default in the performance of any term, provision or covenant contained in this Declaration shall not be deemed to be a waiver of any subsequent default in the performance of the same term, or covenant or any other term, provision or covenant contained in this Declaration.
or approval by a Costco Party to or of any act or request by any other partyd consent or approval shall not be deemed to waive or render unnecessary the remedies given to one of such remedy approval of any subsequent similar acts or requests. The render Copy O Parties by this Declaration shall be deemed to beative Midland County Consensent #511257440_v2 and remedies shall be exclusive of any of the others, or if law or in equity which any such party might otherwise have 6 Midland County Unofficial Copy no right or irtue of a default .........................
2024 - 27452 11/19/2024 02:03 PM Page 7 of 15 under this Declaration, and not impair such Costco by 5.13 Copy • Unofficial ( ercise of one such right or remedy by any Costco Party shall standing to exercise any other right or remedy.
Mbits. The following exhibits are attached to this Declaration and work Unofficial Copy for all purposes: Midland County Clerk Exhibit A Exhibit B Executed as of the date first above written.
Legal Description County Legal Desca orporated ofthe Restricted Property on of the Costco Property
r all purposes: Midland County Clerk Exhibit A Exhibit B Executed as of the date first above written.
Legal Description County Legal Desca orporated ofthe Restricted Property on of the Costco Property CUMBERLAND & WESTERN RESOURCES LLC, a Wyoming limited liability company By: THE STATE OF FL COUNTY Unofficial Copy Midland County CARASOTA § Greg Betterton Manager liability company, on behalf of such limited liability COURCAD County Clerk Unofficial Copy This instrument was acknowledged before me on etterton, Manager of CUMBERLAND & WESTERN RESOURC JEANETTE PETERSON MY COMMISSION # HH 306967 EXPIRES: August 21, 2025 My Commission Expires: 8-21-2025 en 13, 2024 by Greg LLC, a Wyoming limited Lemelt Peterson Notary Public in and for the State of Florida Jeanette Peterson Typed or Printed Name of Notary Midland County Clerk Unofficial Copy #511257440_v2 7 Midland County Clerk Unofficial Copy 2024 - 27452 11/19/2024 02:03 PM Page 8 of 15 Midland County Clerk Unofficial Copy EXHIBIT “A” Το DECLARATION OF RESTRICTIVE COVENANTS [SEE ATTACHED idland County Clerk Unofficial Copy LEGAL DESCRIPTION OF THE RESTRICTED ERTY Midland County Clerk Unofficial Copy Midland County Clerk Unofficial Copy #511257440_v2 80 Midland County Clerk Unofficial Copy Midland County Clerk Unofficial Copy 2024 - 27452 11/19/2024 02:03 PM Page 9 of 15 W N Midland County Clerk Unofficial 0' 50° 100' Scale 1"-100' 87CEF "PARKHILL/B453" TRA 12° CRF "PARKHAU545" ( CIRF AI. 5714" (R) N30 A=44°04'46" R=640.00' L=492.37' CL=480.32' PORTION OF TRACT 7 CUMBERLAND AND WESTERN RESOURCES, LLC CC #2008-26873 374.18 Midland County Clerk Unofficial Copy 12 CRP "NAL 14 ° O 125F A=28°32'30" R=550.00' -L=273.98' CL=271.16' CB=S45°12'14"W BASS PRO WOR CC #20 S75°14'59 W 836.02'
8 Midland County Clerk Unofficial Copy 12 CRP "NAL 14 ° O 125F A=28°32'30" R=550.00' -L=273.98' CL=271.16' CB=S45°12'14"W BASS PRO WOR CC #20 S75°14'59 W 836.02' A=15°45'34" R=550.00' L=151.28' CL=150.80' CB=S67°22'11"W 10º CIRF bears 801091*W-0.24" $15.05 REMAINDER OF TRACT 7 CUMBERLAND AND WESTERN RESOURCES, LLC Midland County Clerk Unofficial Copy POINT OF BEGINNING 936.92 1/2" CIRF CC #2008-26873 CMON bea 841*1045° E-3.31' S75°14'55"W 427.11' "W.AJ. 5714" 1 Midland County Clerk Unofficial Copy MENCING VZ CIFF WAS $714" (R ABBREVIATION LEGEND DEFINITION ABBR COM COUNTY CLERKS FLE NO CIRF RON ROD FOUND WITH CAP CIRS RON ROD SET INCAP STAMPED "WAI CN CONTROLLING MONUMENT MAC MAD MALE WIH SHINER STAMPED WAIRPIS. 5714 PKC8 Winkelmann & Associates, Inc.
CONSLATING CIVIL ENGINEERS SUNVEYORS #7 HILLCREST PLAZA DRINK MITS CAYEXA 1L Reg No freya NG. 1000 2 13-31-24 COPYRIGHT ©4, Winc Scale: 200 Date: 11.11.24 Dwvg File: 59929-RESTRICT-PROP Project No.: 59829.08 FAR RICT-PRON Midland County Clerk Unofficial Copy #511257440_v2 9 * SOX PAL FOLD PK NAIL SEY RESTRICTED PROPERTY EXHIBIT "A" 39.853 ACRES, (1,735,991 SQ. FT.)
COSTCO WHOLE CORPORATION 999 LAKE DRIVE ISSAQUAH EASHINGTON 98027 SHEET 1 OF 5 Midland County Clerk Unofficial Copy 2024 - 27452 11/19/2024 02:03 PM Page 10 of 15 ABBR む企画 ABBREVIATION LEGEND CRF CAS K COUNTY CLERK FILE NO RON RED FOUND WITH CAP RON ROD SET Midland County Clerk Unofficial Copy E 50' 100' Scale 1" 100' $2*CIRF си MAO CAP STAMPEO “W.A.1.
SONTROLLING MONUMENT MAS NAIL DE WITH SHINER STANFED MAI. RP.LS.5714* EMAIL MOND XCP XCB * GUT IN CONCRETE FOUND CUT CONCRETE BET 14° CIFF (3) FARKHEL
F си MAO CAP STAMPEO “W.A.1.
SONTROLLING MONUMENT MAS NAIL DE WITH SHINER STANFED MAI. RP.LS.5714* EMAIL MOND XCP XCB * GUT IN CONCRETE FOUND CUT CONCRETE BET 14° CIFF (3) FARKHEL PASA13” (K) CRF (2) *FARKHILL8453" (R) _ HILL/B453' CIRE WA $7146) Clerk Unofficial Copy PARKHIL $75°14'59 W REMAINDER OF TRACT 7 CUMBERLAND AND WESTERN RESOURCES, LLC CC #2008-26873 N15°05'11"W PORTION OF TRACT 7.
CUMBERLAND AND WESTERN RESOURCES, LLC Midland County Clerk Unofficial Copy 20.58 _ _ CC #2008-25873 REMAINDER OF TRACT 7 CUMBERLAND AND WESTERN RESOURCES, LLC CC #2009-26673 Winkelmann & Associates, Inc.
CONSULTING CIVIL ENGINEERS SURVEYORS TE Tom Ergen Regie 87 Taas Bunspor Nt COPYRIGHT 204 WA Scale: re Date: 11.1124 Dwg. File: 59929-RESTRICT-PROP Project No.: 58929.08 12-31-34 exes)- Midrand VURVEYER BESTRICT-PRO-Ng Midland County Clerk Unoff #511257440_v2 $15°05'11" 936.92" Midland County Clerk Unofficial Copy S75°14'55 W 1000.02' STATE HIGHWAY 191 (variable width right-of-way) OF BEGINNING RESTRICTED PROPERTY EXHIBIT 39.853 ACRES, (1,735,991 SQ. FT.)
COSTCO WHOLE CORPORATION CIRF S75°14' ALAS714° (RI SHEET 2 OF 5 10 999 LAKE DRIVE ISSAQUAH EASHINGTON 98027 Midland County Clerk Unofficial Copy 2024 - 27452 11/19/2024 02:03 PM Page 11 of 15 Midland County Clerk Unofficial Copy S 0' 50° 100° E N30°55'12 E 705.22 GOLDSMITH HIGHWAY wah nigelfway $59°04'50°E 573.5 Midland PORTION TRACT 7 OF $14°39'41"E 28.28" .S31°49'51"W 10.34' CUMBERLAND AND WESTERN RESOURCES, LLC CC #2008-26873 _ S30°54'19 W 374.18 rk Unofficial Copy ABBREVIATION LEGEND DEFINITION COUNTY CLERKS FILE NO.
RENROD SET MAP STA CONTROLLING.
ABBR CHAP RON ROD POUND WITH CAS CM MAC PICE PKUND 1408 *CF CONCRETE FOUND CUT CONCRETE RET MAD NAILS HARRLS KER STAMPED .12 CIFF WALS714'RI 1 F
COUNTY CLERKS FILE NO.
RENROD SET MAP STA CONTROLLING.
ABBR CHAP RON ROD POUND WITH CAS CM MAC PICE PKUND 1408 *CF CONCRETE FOUND CUT CONCRETE RET MAD NAILS HARRLS KER STAMPED .12 CIFF WALS714'RI 1 F 1.2 CIRF 12 CIRF *PARKHILL/6453" ORI A-44°04'46" R=640.00' L=492.37' CL=480.32 CB=N52°57'36" W 836.02 CIRF Midland County Clock, Unofficial Copy A=15°45'34" R=550.00' L=151.28' CL=150.80' CB-S67°22'11"W WAL 54 REMAINDER OF TRACT 7 CUMBERLAND AND WESTERN RESOURCES, LLC CC #2008-26873 A=28°32'30" R=550.00' -L=273.98' CL=271.16' CB=S45°12'14"W "WAL 5754" (R) BASS PRO OUTDOOR WORLD, LLC Midland County Clerk Unofficial Copy W Winkelmann & Associates, Inc.
CONSULTING CIVIL ENGINEERS SURVEYORS 17 RENT ALALAISVR, MUNTE Xen Plus Th Durvey No. 10 B 13-31-24 CONICHT 204 W Scale: 1200' Date: 11.11.24 Dwg. File: 59923-RESTRICT-PROP Project No.: S0928.38 & Aud FAX Għassize-Mid and DEKSUARVE NIE 'T ALL CLA-RESTRICT PROP.C Midland County Clerk Un #511257440_v2 11 RESTRICTED PROPERTY EXHIBIT 39.853 ACRES, (1,735,991 SQ. FT.)
COSTCO WHOLE CORPORATION 999 LAKE DRIVE ISSAQUAH EASHINGTON 98027 SHEET 3 OF 5 Midland County Clerk Unofficial Copy 2024 - 27452 11/19/2024 02:03 PM Page 12 of 15 STATE OF TEXAS COUNTY OF RESTRICTED PROPERTY EXHIBIT Midland County Clerk Unofficial Copy Midland County Clerk Unofficial Copy t of land situated in the S.T. & P. RAILROAD CO. SURVEY, ABSTRACT NO. 378, in the City and being a portion of the remainder of a tract of land (Tract 7), as described in deed to recorded in County Clerk's File No. 2008-26873, Deed Records Midland County, Texas (D.R.M.C described as follows: COMMENCING at a 1/2-inch iron rod with red plastic cap stamped "W.A.1. 5714" Midland County, Western Resources, And being more particularly
Records Midland County, Texas (D.R.M.C described as follows: COMMENCING at a 1/2-inch iron rod with red plastic cap stamped "W.A.1. 5714" Midland County, Western Resources, And being more particularly Comer at the Southwest comer of a tract of land as described in deed to Bass Pro Outdoor World, LLC, recorded in County Clere No. 2023-7559, D.R.M.C.T., said iron rod also being the Southeast corner of a portion of said Cumberland and Western Resources, LLC tract and being situated in the Northwest right-of-way line of State Highway 191 (variable width right-of-way); THENCE departing the Westerly line of said Bass Pro Outdoor World, LLC tract and along the Southerly line of said portion of the Cumberland and Western Resources, LLC tract and the Northwest right-of-way line of said State Highway 191, the following: South 71 deg 09 min 19 sec West, a distance of 617.57 feet to a point from which a concrete monument found bears South 41 deg 16 min 46 sec East, a distance of 0.51 feet: South 75 deg 14 min 55 sec West, a distance of 427.11 feet to a 1/2-inch iron rod with red plastic cap stamped "W.A.I. 5714", said iron rod being the POINT OF BEGINNING; South 75 deg 14 min 55 sec West, a distance of 1000.02 feet to a point for corner; THENCE departing said common line and over and across said remainder of Cumberland and Western Resources, LLC tract, the following: North 15 deg 05 min 11 sec Copy North 75 deg 00 min 00 ctance of 1,120.58 feet to a point for corner; feet; distance of 1,146.72 feet to a point for corner and being the beginning of a curve to the left having a radius of 640 atet, a central angle of 44 deg 04 min 46 sec, a chord bearing of North 52 deg 57 min 36 sec East, a chord length of 400
or corner and being the beginning of a curve to the left having a radius of 640 atet, a central angle of 44 deg 04 min 46 sec, a chord bearing of North 52 deg 57 min 36 sec East, a chord length of 400 Along aive to the left, an arc distance of 492.37 feet to a point for comer, Midland County Clerk Uma Midland County Clerk Unofficial Copy 30 deg 55 min 12 sec East, a distance of 705.22 feet to a point for corner situated in the Southwest Goldsmith Highway [State Highway 158], a variable width right-of-way; THENCE South 59 deg 04 min 50 sec East, along said Southwest right-of-way line, a distance THENCE departing said Southwest right-of-way line and along the Northwest lines following: of-way line of 50 feet to a point for comer, Pro Outdoor World, LLC tract, the South 14 deg 39 min 41 sec East, a distance of 28.28 feet to a point for corner, South 31 deg 49 min 51 sec West, a distance of 10.34 feet to a point for corner; South 30 deg 54 min 19 sec West, a distance of 374.18 feet to a point for comer and being the beginning of a curve to the right having a radius of 550.00 feet, a central angle of 28 deg 32 min 30 sec, a chord angle South 45 deg 12 min 14 sec West, a distance of 271.16 feet; ШУ 250 AZN Winkelmann & Associates, Inc.
CONSURING CIVIL ENGINEERS SURVEYORS TagNa Survey No. 1 QQIYNOH) 3 Z4 W D 12-31-24 & A Scale: N/A Date: 11.11.24 Dwvg File: 55925-RESTRICT-PROP Project No. 55828.38 16.58923-HESTRICT PRO-W Midland County Clerk Und #511257440_v2 [CON'T ON SHEET 5) RESTRICTED PROPERTY EXHIBIT SHEET 39.853 ACRES, (1,735,991 SQ. FT.)
4 12 COSTCO WHOLE CORPORATION 999 LAKE DRIVE ISSAQUAH EASHINGTON 98027 OF 5 Midland County Clerk Unofficial Copy 2024 - 27452 11/19/2024 02:03 PM Page 13 of 15 STATE OF TEXAS COUNTY OF MINI RESTRICTED PROPERTY EXHIBIT
CORPORATION 999 LAKE DRIVE ISSAQUAH EASHINGTON 98027 OF 5 Midland County Clerk Unofficial Copy 2024 - 27452 11/19/2024 02:03 PM Page 13 of 15 STATE OF TEXAS COUNTY OF MINI RESTRICTED PROPERTY EXHIBIT Midland County Clerk Unofficial Copy (CON'T FROM SHEET 4) Midland County Clerk Unofficial Copy Along said curve to the right, an arc distance of 273.98 feet to a 1/2-inch iron rod with red plastic found for the Northwest comer of said Bass Pro Outdoor World, LLC tract, said iron rod being beginning of a curve to the right having a radius of 550.00 feet, a central angle of 15 deg 45 min 34 sec, a chord beari West, and a chord length of 150.80 feet; "W.A.L. 5714" South 67 deg 22 min 11 sec THENCE departing the Northwest lines of said Bass Pro Outdoor World, LLC tract, and over and across said Cumberland and Western Resources, LLC tract, the following: Along said curve to the right, an arc distance of 151.28 feet to a 1/2-inch iron rod with red plastic cap stamped "W.A.I. 5714" found; South 75 deg 14 min 59 sec West, a distance of 836.02 feet to a 1/2-inch iron rod with red plastic cap stamped "W.A.I. 5714" found; THENCE South 15 deg 05 min 11 sec East, continuing over and across said Cumberland and Western Resources, LLC tract, a distance of 936.92 feet to the POINT OF BEGINNING.
CONTAINING within these metes and bounds 39.853 acres or 1,735,991 square feet of land, more or less.
Bearings shown hereon are based upon an on-the-ground Survey performed in the field on the 26th day of July, 2024, utilizing a G.P.S.
bearing related to the Texas Coordinate System, Central Zene (4203), NAD 83, grid values from the GeoShack VRS network.
Midland County Clerk Unofficial Copy Midland County Clerk Unofficial Copy W Winkelmann & Associates, Inc.
CONSULTING CLINGINGENS SURVEYORS
ne (4203), NAD 83, grid values from the GeoShack VRS network.
Midland County Clerk Unofficial Copy Midland County Clerk Unofficial Copy W Winkelmann & Associates, Inc.
CONSULTING CLINGINGENS SURVEYORS 1. Magniter hen: 10 Tears 1968 a 12-31-24 Scale: NUA Date: $1.11.24 Dwo File: 58328-RESTRICT-PROP Project No.: 58523.05 Gases 128- Midland/SURVEYEDE RESTRICT-PROF.dwa Midland County Clerk Une #511257440_v2 13 RESTRICTED PROPERTY EXHIBIT 39.853 ACRES, (1,735,991 SQ. FT.)
COSTCO WHOLE CORPORATION 999 LAKE DRIVE ISSAQUAH EASHINGTON 98027 SHEET 5 OF 5 Midland County Clerk Unofficial Copy 2024 - 27452 11/19/2024 02:03 PM Page 14 of 15 EXHIBIT "B" Midland County Clerk Unofficial Copy To County Clerk Unofficial Copy DECLARATION OF RESTRICTIVE COVENANTS LEGAL DESCRIPTION OF COSTCO ERTY THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF MIDLAND, STATE OF TEXAS, AND IS DESCRIBED AS FOLLOWS: Being all that certain tract or parcel of land called Lots 1, 2 and 3, Block 25, Grassland Estates West, Section 13, as shown on plat recorded under County Clerk's File No. 2024-27155, Official Public Records of Midland County, Texas.
Midland County Clerk Unofficial Copy Midland County Clerk Unofficial Copy #511257440_v2 Midland County Clerk Unofficial Copy 14 Midland County Clerk Unofficial Copy Recorded On: November dland Total Recording: $77.00 2024-27452 11/19/2024 2:05 PM Page 15 of 15 Midland County Alison Haley Midland County Clerk Instrument Nu 27452 ounty Clerk Unoffici 02:03 PM Real Property Number of Pages: 15 "Examined and Charged as Follows: Any provision herein which restricts the Sale, Rental or use of the described PE
perty Number of Pages: 15 "Examined and Charged as Follows: Any provision herein which restricts the Sale, Rental or use of the described PE because of color or race is invalid and unenforceable underte Dav File Information: Document Number: Receipt Number: Recorded Date/Time: User: Station: COUNTY COUR MIDLAND UNTY, TEXAS 27452 20241119000100 November 19, 2024 Shauna P CC12029 and County Clerk Unoffi NTY OF MIDLAND PROPERTY and Return To: Simplifile TX I hereby certify that this Instrument was FILED In the File Number sequence on the date/time Alison Haley printed hereon, and was duly RECORDED in the Official Records of Midland County, Texas.
Midland County Clerk Midland County, TX Ausisa Haley Midlan Midlan