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Item 03 - Principle Volkswagen of Grapevine
TO- HONORABLE MAYOR, CITY COUNCIL MEMBERS AND THE PLANNING AND ZONING COMMISSION FROM- BRUNO RUMBELOW, CITY MANAGER ERICA MAROHNIC, DIRECTOR, PLANNING SERVICES MEETING DATE- JULY 15, 2025 SUBJECT- DEVELOPMENT SERVICES TECHNICAL REPORT OF CONDITIONAL USE APPLICATION CU25-26: PRINCIPLE VOLKSWAGEN OF GRAPEVINE POLE SIGN I , I �— Grapevine �.' APPLICANT: Ze ne Peterson I Lake 5 t Y p Dove Rd, I l _ F I.H.1635 ro Northwest PROPERTY LOCATION AND SIZE- I a��ood The subject property is located at 2351 William D. Tate Avenue #100, platted as Block 1, Lot 1 R, First DFW 3 Airport Y 1 Baptist Church of Grapevine Addition. The addition Hall-Johnson �s� contains 9.102 acres and has approximately 675 T--- _ ° _ ' feet of frontage along William D. Tate Avenue. Glade Rd. H c REQUESTED CONDITIONAL USE AND COMMENTS- The site was previously approved for a conditional use permit to allow an automobile dealership with sales and service of new and used vehicles, for the addition of a sales building for a Vantas/Karma automotive dealership. This request is specifically to allow for a 40-foot pole sign. On August 18, 2020, City Council approved CU20-14 (Ord. 2020-37), to allow for an automobile dealership with sales and service of new and used vehicles, and a 40-foot, 70 square foot pole sign. The previously approved pole sign was not constructed, and the request has since expired. The applicant proposes the removal of an existing 10-foot, 40 square foot monument sign, located in the southwest corner of the site, and the installation of one 40-foot, 48 square feet pole sign, to be located along the northbound William D. Tate Avenue service road and on the north side of the main entry. The sign will be used exclusively for Volkswagen. The subject site has two access points: the main entry is from the northbound William D. Tate Avenue service road, and the secondary access is provided by an access easement, connecting to Stone Myers Parkway. Total required parking is 199 spaces; 597 parking spaces are provided. PRESENT ZONING AND USE: The property is zoned "CC", Community Commercial District and is developed as Principle Volkswagen of Grapevine. HISTORY OF TRACT AND SURROUNDING AREA: The subject site was rezoned in the 1984 City-wide Rezoning from 1-1", Light Industrial District to "CC", Community Commercial District. • On September 19, 20007 City Council approved CU00-43 (Ord. 2000-101) to allow for the development of a Corvette Museum. • On April 21, 20097 City Council approved SU09-03 (Ord. 2009-12) and CUO-07 (Ord. 2009-13) to allow for the development of a church and a 40-foot pole sign. • On August 18, 20207 City Council approved CU20-14 (Ord. 2020-37) to allow for an automobile dealership with sales and service of new and used vehicles and a 40-foot pole sign. • On March 16, 20217 City Council approved CU21-04 (Ord. 2021-012) to allow the addition of a sales building for a Vantas/Karma automobile dealership. SURROUNDING ZONING AND EXISTING LAND USE: NORTH: "CC", Community Commercial District — Grapevine Honda SOUTH: "CC", Community Commercial District — Classic Chevrolet Fleet EAST: "CC", Community Commercial District — Grapevine Honda WEST: State Highway 121 and "PID", Planned Industrial Development District—Office Warehouse, "CC", Community Commercial District - Retail, Entertainment and Office CU25-26.4 2 AIRPORT IMPACT: A subject the site is located within "Zone B" Middle Zone of Effect as defined on the "Aircraft Sound Exposure: Dallas/Fort Worth Regional Airport Environs" Map. In "Zone B" the following uses may be considered only if sound treatment is included in building design: multifamily apartments, motels, office buildings, movie theaters, restaurants, and personal and business services. Single family residential and sound sensitive uses such as schools and churches should avoid this zone. The applicant's proposal is an appropriate use in this noise zone. MASTER PLAN APPLICATION: Map 2: Land Use Plan of the Comprehensive Master Plan the subject property as a Commercial (CO) land use. The applicant's request is compliant with the Master Plan. THOROUGHFARE PLAN APPLICATION: The Thoroughfare Plan designates Stone Myers Parkway as a Type D Minor Arterial with a minimum 75 feet of right-of-way developed as four lanes. /at CU25-26.4 3 PI E PPL N 13 TR 12B 6.5 AC 1 .00 @ �1 SUBJECT PROPERTY `RSC 5 �ol O! 2 17.803 @ 1 Vr1E tib @ w ti R-MF-2 CC 4R .731 @ G NUMM N � a,\ H 3R A 2.863 @ 1 R2A ,`(Je�N a28.5379 @ r P'f�N�V`'`NC 3 1 R1 V GRP`52V01 1 a 1AR1 a47.123 @ Z2AR1 1.59@ PO Feet 0 150 300 450 600 GRAREVINE CU25-26; Volkswagen Signage -T h; x s N 2351 William D Tate Avenue w�E VIN s This data has been compiled by the City of Grapevine IT/GIS department.various official and unofficial sources were Date Prepared: 6/30/2025 used to gather this information.Every effort was made to ensure the accuracy of this data,however,no guarantee is given or implied as to the accuracy of said data. CONDITIONAL USE PERMIT APPLICATION AND SITE PLAN SET CHECKLISTS Current or if unplatted, proposed subdivision name(s), Gross area of parcel (to nearest tenth of blocks), & lot(s) acre) ,ji I 1 i iim 'T1 n -p - Street frontage & distance to nearest cross street Describe the Proposed Use Pro osed Zoning Existing Zoning Future Land Use Designation Sub'ect Property Address All Conditional Use Permit Requests are assumed to be complete when filed and will be placed on the agenda for public hearing at the discretion of staff. Based on the size of the agenda, your application may be scheduled to a later date. All public hearings will be opened and testimony given by applicants and interested citizenry. Public hearings may be continued to the next public hearing. Public hearings will not be tabled. Any changes to a site plan approved with a conditional use permit request can only be approved by City Council through the public hearing process. Any application for a change in zoning or for an amendment to the zoning ordinance shall have, from the date of submittal, a period of four months to request and be scheduled on an agenda before the Planning and Zoning Commission and City Council. If after said period of four months an application has not been scheduled before the Commission and Council said application shall be considered withdrawn, with forfeiture of all filing fees. The application, along with the required filing fee may be resubmitted any time thereafter for reconsideration. Delays in scheduling applications before the Planning and Zoning Commission and City Council created by city staff shall not be considered a part of the four-month period. I have read and understand all of the requirements as set forth by the application for a conditional use permit request and acknowledge that all requirements of this application have been met at the time of submittal. Owner Name Nb'�aOt-�� � ��o,s�n+'�'`r�C�r\� Owner Phone Number Company t��t n G' o le Gro��e �Y i✓�e IZc L_�c�• Address 153 fir;eL�► �n2r ���� S�-2 • 700 City 1�(1�OY��o mac State Tl _ Zip Code �� 2�� Email 3UN o 2 NZ5 b Planning Services Department Cum 200 S. Main Street • Grapevine, TX 76051 • 817.410.3155 • https //bit ly/GrapevineP Ian ning Updated June 21, 2024 CONDITIONAL USE PERMIT APPLICATION AND SITE PLAN SET CHECKLISTS Project Representation (check one): ❑ I will represent the application myself; OR sr/ I hereby designate 4!�� ,ne P J f SaX1 (name of project representative) to act in the capacity as my agent for submittal, processing, representation, and/or presentation of this request. The designated agent shall be the principal contact person for responding to all requests for information and for resolving all issues of concern relative to this request. I hereby certify that I am the property owner of the property and further certify that the information provided on this development application is true and correct. I have selected the above submittal type and representation of my own volition and no��tt at the request of the City of Grapevine. Property Owner's Signature "�2 Date STATE OF: -T - COUNTY OF: �eC BEFORE ME, a Notary Public, on this day personally appeared �� �� c; G`c �. } �nnc7►-�Q•rlrl (printed property owner's name) the above signed, who, under oath, stated the following: "I hereby certify that I am the property owner for the purposes of this application; that all information submitted herein is true and correct." SUBSCRIBED AND SWORN TO before me, this the 30`µ` day of G 20 2 NOTARY PUBLIC in and for the State of Texas '° STEPHANIE PEREZ �'�,;•••��*. My Notary resSelPtember4�43843 � JUN 0 22025 t�2s 2 b 3 Planning Services Department 200 S. Main Street • Grapevine, TX 76051 • 817.410.3155 • htt sp Hbit Iy/GrapevinePlanning Updated June 21, 2024 CONDITIONAL USE PERMIT APPLICATION AND SITE PLAN SET CHECKLISTS Project Representative Information (complete if designated by owner) ❑ Engineer ❑ Purchaser ❑ Tenant ❑ Preparer v6ther(specify)3c..?c\f Aec a_A Name Z7Gti �e_7 '?eA-a SC;n Company2r nc\Q g \OA-O Address 1 S 3 City Jo`n PVaA-0W%0 State _Tx Zip Code 7��209 Phone 910 -I C�® - 03 Lt 1 Emai Applicant's Signature _ Date �� STATE OF: `�GyCC�S COUNTY OF: BEFORE ME, a Notary Public, on this day personally appeared Ze u v-\eQ l )eA-2CSCX) (printed project representative name) the above signed, who, under oath; stated the following: "I hereby certify that I am the applicant for the purposes of this application; that all information submitted herein is true and correct." SUBSCRIBED AND SWORN TO before me, this the day of 20 _, •_ STEPHANIE PEREZ My NotarylD#124343843 NOTARY PUBLIC in and for the of Texas Expires September 4,2028 If the legal owner of the property is a corporation, company, partnership, or Limited Liability Company, provide a copy of a legal document attached with this application showing that the individual signing this document is a duly authorized partner, officer, or owner of said corporation, partnership, or Limited Liability Company. For any individual or organization who consents to act as an agent for the entity for purposes of receiving any process, notice or demand: Entity Name or File Number: c, C�ac J;nL Re- L-+ck• '<604 19 to Lfc�Y Provide a most recent public information report that includes: 1. All general partners JUN 0 92025 2. File Number 3. Registered agent name W002 4. Mailing address (You may order a copy of a Public Information Report from open.records@cpa.texas.gov or Comptroller of Public Accounts, Open Records Section, PO Box 13528,Austin,Texas 78711 or go to https://mycpa.cpa.state.tx.us/coa/search.do) 4 Planning Services Department 200 S. Main Street • Grapevine, TX 76051 • 817.410.3155 • htt :/gs /bit ly/_GrapevinePlanning Updated June 21, 2024 CONDITIONAL USE PERMIT APPLICATION AND SITE PLAN SET CHECKLISTS PLATTING VERIFICATION: To be filled out by the Public Works & Engineering Department at time of submittal [:1 It has been determined that the property described below does require platting or replatting and the applicant has been instructed on this procedure. K It has been determined that the property described below is currently platted or does not require platting or replatting at this time. Address of subject property Legal description of subject property 'C �• 2. 2a25 Public Works Department Date JUN 0 2 2025 5 Planning Services Department 200 S. Main Street s Grapevine, TX 76051 • 817.410.3155 • https://bit.ly/GrapevineP[anning Updated June 21,2024 I�!Ni ,� gill 9 m A¢� ;�� � - ell /T�• Hr�y ;+' Hill s� i , 5 I 8 a s MT rears rs,rs rs. rs �=a of ala�fill �T gaga r Oil!rd rI rD e g g gem if ft —a' fi. Ig g 9 R 9 I �a o� yes g 25 a ° ALTA/NSPS LAND TITLE SURVEY CITY TARRANTOCOUNTY,PEVINE TEXAS J�SPIARSEIN � m .. - 3suurR.ri suIIem7 rL� - s�vaumn Grapevine Volkswagen ,areftr r • iacsxaFm m •r..y..vsyse Page 4 of 5 EXHIBIT"A" PROPERTY DESCRIPTION Being a 26.897 acre tract of land consisting of all of Lot 1, Block 1, FIRST BAPTIST CHURCH OF GRAPEVINE ADDITION, recorded under instrument no.0209260320,Plat Records,Tarrant County,Texas(PRTCT),conveyed by deeds recorded under instrument numbers D203398196 and D2013081369, Deed Records, Tarrant County, Texas (DRTCT),to First Baptist Church of Grapevine,save and except a called 97,192 square feet tract of land conveyed to the State of Texas by deed recorded under instrument no. D210260790 DRTCT and being more particularly described by metes and bounds as follows: COMMENCING at a found TxDOT monument in the previous east line of State Highway 121, said point being the northwest corner of said Lot 1; THENCE North 89 degrees 52 minutes 17 seconds East, along the north line of said Lot 1,a distance of 121.93 feet to a found TxDOT monument in the east line of State Highway 121 for the POINT OF BEGINNING; THENCE North 89 degrees 52 minutes 17 seconds East,continuing along said north line and passing the east line of said Randolph tract and a found 1/2"iron rod, 1.13 feet south of the line, at a distance of 74.60 feet,and continuing along the said north line,same being a south line of a City of Fort Worth-DFW Airport tract,recorded in Volume 5430, Page 249,DRTCT,in all a distance of 271.18 feet to a found 5"brass disk in concrete stamped,"DFW 54",for comer; THENCE South 41 degrees 04 minutes 47 seconds East,continuing along said south line,a distance of 881,70 feet to a found 5/8"iron rod in the northwest line of Stone Myers Parkway for corner; THENCE South 32 degrees 47 minutes 38 seconds West,along said northwest line, passing found 5/8"iron rods at 146.79 feet and 251.77 feet, in all a distance of 662.59 feet, to a found 5/8" iron rod, capped "SERVCON", at the beginning of a curve to the left with a radius of 987.50 feet, a central angle of 15"52'59" and a chord which bears S24"51'37'VV a distance of 272.87 feet; THENCE Southwest along the arc of said curve,continuing along said northwest line, a distance of 273.75 feet to a found 5/8"iron rod,capped"SERVCON",for comer; THENCE South 89 degrees 23 minutes 17 seconds West a distance of 8.01 feet to a set 5/8"iron rod at the beginning of a non-tangent curve to the left with a radius of 837.50 feet, a central angle of 19"31213"and a chord which bears S13"52'38"W a distance of 153.62 feet; THENCE Southwest along the arc of said curve,and the northwest line of Stone Myers Parkway,a distance of 153.84 feet to a set 5/8"iron rod for corner in a north line of Lot 1R2, Block 1R1, CLASSIC HUMMER ADDITION, recorded under instrument no.D219164132 PRTCT; THENCE North 61 degrees 57 minutes 24 seconds West,departing said northwest line and along said north line of Lot 1 R2,a distance of 391.99 feet to a found 1/2"iron rod,capped"Pacheco-Koch",for an ell comer in the said north line; THENCE North 97 degrees 43 minutes 01 seconds East, along said north line, a distance of 444.04 feet to a found 1/2"iron rod,capped"Pacheco-Koch",for corner; THENCE North 82 degrees 16 minutes 16 seconds West, along the north line of said Lot 1R2, Block 1R1,CLASSIC HUMMER ADDITION a distance of 692.65 feet,to a found TxDOT monument in the east line of State Highway 121; THENCE North 24 degrees 26 minutes 39 seconds East,along said east line,a distance of 227.10 feet,to a point for the beginning of a curve to the right with a radius of 21342.79 feet, a central angle of 1709'45" and a chord which bears N32"5702"E a distance of 840.99 feet; THENCE Northeast along the arc of said curve a distance of 844.99 feet to the.POINT OF BEGINNING, and containing 26.897 acres or 1,171,633 square feet of land. ""r, V Z-425 SPECIAL WARRANTY DEED PAGE 4 PRINCIPLE GRAPEVINE RE,LTD. 153 TREELINE PARK, SUITE 100 SAN ANTONIO,TEXAS 78209 May 30, 2025 City of Grapevine Planning Services Department Attn: Lindsay Flores 200 S. Main Street Grapevine,TX 76051 Subject: Narrative Letter—Conditional Use Permit Application for Front Signage Principle Volkswagen Grapevine 12351 William D. Tate Avenue, Grapevine,TX 76051 Ms. Flores, We respectfully submit this letter in support of a proposed signage modification for the Principle Volkswagen Grapevine Automotive Dealership, located at 2351 William D. Tate Avenue in Grapevine, Texas 76051. As part of our ongoing efforts to improve both the customer experience and site visibility,we are requesting approval for modifications as outlined in the accompanying site plan. Specifically, our proposal consists of the following: Installation of New Signage (Site Plan Notes 032): We propose the installation of a new, 9-foot-long front-facing sign at the dealership's primary frontage. This new sign will serve as the principal branding element for Principle Volkswagen Grapevine and will comply with current Volkswagen brand design guidelines. The proposed signage has been carefully developed to ensure it is visually appropriate for the site,harmonious with surrounding developments, and compliant with local signage regulations. Considerations related to lighting, placement, and scale have all been made with the objective of enhancing the site's appearance without detracting from the aesthetic integrity of the community. This signage enhancement is vital to maintaining the operational efficiency and brand consistency of the dealership,while simultaneously contributing to the commercial vitality and visual quality along William D. Tate Avenue. We greatly appreciate your time and consideration of our request.Please do not hesitate to contact us should you have any questions or require additional documentation. We look forward to continuing our collaboration with the City of Grapevine to ensure the ongoing success and community alignment of our dealership. Sincerely, ��C OW[M) JUN 0 2 2025 Abig it Ka mann Chief Executive Officer By: --••--••••-•••- CLa5--ZG 9 eon GILkYSON DFJVE ti y- 4 9 tq MIR ht Op i IP SZC03 91,UMT '41 4 j UN 0 2 2025 By: ..................... col�opu #7s:��iF�F j�>z ��::� I N4 w••�yf�0 s F vU�_ � �e� I S - _ �- l7F�f Ela i3=� if@E�.I /'�.+�� F\__.`r-�"'•�v�---• f I IMP / SLii / 1 .r fig„g r: ei ye �1, � �i �.f ��ir—�,�Y��� 'I ;:I F I •I � i Et•h. 0. E i?E• fir• ., Al 3. C Er �FE• � �� i 1` 1 I¢I��p. 1i�I I II 3[ Si I gi 3I 5=hul '11, e1:; 11 i o� ;F_fit: E r.li `3`' igif .a 1, E p•F• -I F: (b 3y O Z i t<r SliEa=` tii i S ?_sEi t E i '$cDr•�� a 7s �s, �i31 1 EE-t 3� i�{iS I' •1 � rf. 31{ _ �>"' .^m:•• �. x � 3a�ar�.O O• t �ii-#•52 f' ��• ,� Se r 1 `i -all �� *€:S 4(f• iLE�it EI. Iji e x2 �' i.$"" sEi;E {r5 �i 1i3� ylif If f�C�I��C�1C D JUN 0 2 2025 By: -------••-•--------- �uz5 -z,� R�t.. s-- -ERN I P CLS ❑l ❑ 0 0 � G' N 9 • �•. lit --_- `! 166E •� P FF- f i haS . ` ' •1. __ iaa6� �� CYE f a5fi4 �a 1• Y ��� o &5 ❑ 8 ll flit 7 o ❑ 0 M i 04*°Zookk . Jill l i 1h JUN p 2 2025 By: .....-----•--•-..... ►►1111►►111IIIIIIIIIIIIIIiit111l11li11111111111l1111111101111111111111111 D221274934 09/2112021 01:43 PM Page: 1 of 2 Fees: $23.00 DEED SUBMITTER:CAMILLAANN PROPERTIES LLC ��\/ �A�� E NICHOLSSON� COUNTY CLERK SPECIAL WARRANTY DEED Notice of confidentiality rights: If you are a natural person, you may remove or strike any or all of 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. Date: September 13, 2021 Grantor: Camilla Ann Properties, LLC, a Texas limited liability company Grantor's Mailing Address: 153 Treeline Park, Suite 200, San Antonio, Texas 78209 Grantee: Principle Grapevine RE, Ltd., a Texas limited partnership Grantee's Mailing Address: 153 Treeline Park, Suite 200, San Antonio,Texas 78209 Consideration:Ten Dollars and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged. Property(including any improvements): First Baptist Church of Grapevine Addition Block 1,Lot 1R, an addition to the City of Grapevine, Tarrant County, Texas, according to plat recorded in Document No. D218053269 of the Official Public Records, Tarrant County, Texas Reservations from Conveyance: None. Exceptions to Conveyance and Warranty: Exceptions shown on Exhibit A and any other liens described in this deed as being either assumed or subject to which title is taken; validly existing easements, rights-of-way, and prescriptive rights, whether of record or not; all presently recorded and validly existing instruments, other than conveyances of the surface fee estate, that affect the Property; and taxes for 2021 and subsequent years,which Grantee assumes and agrees to pay. Grantor, for the Consideration and subject to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty, grants, sells, and conveys to Grantee the Property, together with all and singular the rights and appurtenances thereto in any way belonging,to have and to hold it to Grantee and Grantee's heirs, successors, and assigns forever. Grantor binds Grantor and Grantor's heirs and successors to warrant and forever defend all and singular the Property to Grantee and Grantee's heirs, successors,and assigns against every person whomsoever lawfully claiming or to claim the same or any part thereof when the claim is by,through,or under Grantor but not otherwise, except as to the Reservations from Conveyance and the Exceptions to �025 Page I of 2 ctwev Conveyance and Warranty. When the context requires, singular nouns and pronouns include the plural. GRANTOR: Camilla Ann Properties, LLC, a Texas limited liability company By: A igail . Kampmann,Manager STATE OF TEXAS § COUNTY OF BEXAR § This instrument was acknowledged before me on this day of September,2021 by Abigail G. Kampmann,Manager of Camilla Ang Propertie LLC. KIM KNOX otat Pub is State of Texas arm Notary Public, State of Texas Comm. Expires 12-10-2024 Notary ID 125136299 AFTER RECORDING RETURN TO: Principle Grapevine RE,Ltd. 153 Treeline Park, Suite 200 San Antonio,Texas 78209 FILED AND RECORDED SpoDNTA'•• OFFICIAL PUBLIC RECORDS OF TARRANT COUNTY,TEXAS 0912112021 01:43 PM D221274934 r• * :*,•' DEED - • Pages:2M Fees: $23.00 MARY LOUISE NICHOLSON CK�ow[g� JUN 0 2 2025 Page 2 of 2 By: ..................... .................. �/ (ATS. 2 l Page 1 of 5 i WT14-393186 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF 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. SPECIAL WARRANTY DEED THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF TARRANT § THAT THE UNDERSIGNED, First Baptist Church of Grapevine, a Texas nonprofit corporation, hereinafter called "Grantor', whether one or more, for and in consideration of the sum of TEN DOLLARS ($10.00) and other valuable consideration to the undersigned in hand paid by the Grantee herein named, the receipt of which is hereby acknowledged, has GRANTED, SOLD AND CONVEYED, and by these presents does GRANT, SELL AND CONVEY unto Abigail G. Kampmann, herein referred to as "Grantee", whether one or more, the 26.897 acre tract of land consisting of all of Lot 1, FIRST BAPTIST CHURCH OF GRAPEVINE ADDITION, Tarrant County, Texas and more particularly described on Exhibit "A" attached hereto and incorporated by reference I This conveyance, however, is made and accepted subject to any and all validly existing encumbrances, conditions, easements, covenants and restrictions, if any, relating to the hereinabove described property as now reflected by the records of the County Clerk of Tarrant County, Texas. TO HAVE AND TO HOLD the above described premises, together with all and singular the rights and appurtenances thereto in anywise belonging, by the said Grantee, Grantee's heirs, executors, administrators, successors and/or assigns forever; and Grantor does hereby bind Grantor, Grantor's heirs, executors, administrators, successors and/or assigns to WARRANT AND FOREVER DEFEND all and singular the said premises unto the said Grantee, Grantee's heirs, executors, administrators, successors and/or assigns against every person whomsoever claiming or to claim the same or any part thereof, by, through, or under Grantor, but not otherwise. Current ad valorem taxes on the property having been prorated, the payment thereof is assumed by Grantee. EFFECTIVE this ,Z day of February, 2015. First Baptist Church of Grapevine a Texas nonprofit corporation By: erry Rodn y By , Trus Jo n y Kni , TrusWee ill Baker, trustee � .IIJN 0 2 2025 arl Su een, Trustee B y. ........... SPECIAL WARRANTY DEED PAGE 1 Page 2 of 5 Grantee's Address: 153 Treeline Park, Suite 200 San Antonio, Texas 78209 THE STATE OF TEXAS § COUNTY OF TARRANT § Before me the undersigned Notary on this day personally appeared Terry Weakley, in his capacity as Trustee of First Baptist Church of Grapevine, a Texas nonprofit corporation, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed. official seal of office on this the 1 day of February, 2015. ` CTfkTc ui d--r_-;fr;u !l1YG(.rr�ii?ISSI`?i3pX.pirE-:S': N ary Public in an for tKA Sta of Texas TO THE STATE OF TEXAS § COUNTY OF TARRANT § Before me the undersigned Notary on this day personally appeared Johnny Knight, in his capacity as Trustee of First Baptist Church of Grapevine, a Texas nonprofit corporation, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed. Given under my hand and official seal of office on this the l;? day of February, 2015. ROSE:MARY KENDRICK NOT,4riY PUpLEC Mycomniissic.rn Expires: � jNofPublic in ar,i fort!, State f Texas COUNTY OF TARRANT § Before me the undersigned Notary on this day personally appeared Rodney Byers, in his capacity as Trustee of First Baptist Church of Grapevine, a Texas nonprofit corporation, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed. Given under my hand and official seal of office on this the day of February, 2015. MC© �tanvasevo NOSE PdA€?Y K£Nr1RIGta NOTARY PUBLIC N tary Public in an�dfo St-al of xasJUN 0 2 2�Z5 STATE OF TEXAS 2 - M Commission Expires: ....... „r1k�� Y By: .............. J!�rte 5,2d16 UAU 0 740 .svw SPECIAL WARRANTY DEED PAGE 2 Page 3 of 5 -- --- - - _- i THE STATE OF TEXAS § COUNTY OF TARRANT § Before me the undersigned Notary on this day personally appeared Bill Baker, in his capacity as Trustee of First Baptist Church of Grapevine, a Texas nonprofit corporation, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed. a official seal of office on this the I,ZIT-114da of February, 2015. nose P,•p� NOTARY PU13UG CF TPYu . `s 5� N1y Comratssion Expires: Juno 512016 NIAtary Public in 4nd for a ate of Texas THE STATE OF TEXAS § COUNTY OF TARRANT § Before me the undersigned Notary on this day personally appeared Carl Sundeen, in his capacity as Trustee of First Baptist Church of Grapevine, a Texas nonprofit corporation, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed. Given under my hand and official seal of office on this the day of February, 2015. �.ti,��-.a��-�--.r..$.,f.rs�r�•e-,ram_-�:�,-.rw� # .. R()GF 1.AAgY KENDRICK l g`" ` NOTARY Pup-uc sTATF OFTEMS z o ry Public in and or the ate of/Texas s` My Commission expires: AFTER RECORDING RETURN TO: PREPARED IN THE LAW OFFICE OF- Abigail G. Kampmann THE Cox LAw FIRM, PLLC 153 Treeline Park, Suite 200 1300 Norwood Dr., Suite 100 San Antonio, TX 78209 Bedford, TX 76022 M(CK OWF D JUN 0 2 2025 By: -------------------- Cu2�- 24 I SPECIAL WARRANTY DEED PAGE 3 I Page 4 of 5 EXHIBIT"A" PROPERTY DESCRIPTION Being a 26.897 acre tract of land consisting of all of Lot 1, Block 1, FIRST BAPTIST CHURCH OF GRAPEVINE ADDITION, recorded under instrument no.D209260320,Plat Records,Tarrant County,Texas(PRTCT),conveyed by deeds recorded under instrument numbers D203398196 and D2013081369, Deed Records, Tarrant County, Texas (DRTCT),to First Baptist Church of Grapevine,save and except a called 97,192 square feet tract of land conveyed to the State of Texas by deed recorded under instrument no. D210260790 DRTCT and being more particularly described by metes and bounds as follows: COMMENCING at a found TxDOT monument in the previous east line of State Highway 121, said point being the northwest corner of said Lot 1; THENCE North 89 degrees 52 minutes 17 seconds East, along the north line of said Lot 1,a distance of 121.93 feet to a found TxDOT monument in the east line of State Highway 121 for the POINT OF BEGINNING; THENCE North 89 degrees 52 minutes 17 seconds East,continuing along said north line and passing the east line of said Randolph tract and a found 1/2"iron rod, 1.13 feet south of the line, at a distance of 74.60 feet,and continuing along the said north line,same being a south line of a City of Fort Worth-DFW Airport tract, recorded in Volume 5430, Page 249,DRTCT,in all a distance of 271.18 feet to a found 5"brass disk in concrete stamped,"DFW 54",for comer; THENCE South 41 degrees 04 minutes 47 seconds East,continuing along said south line,a distance of 881.70 feet to a found 5/8"iron rod in the northwest line of Stone Myers Parkway for corner; THENCE South 32 degrees 47 minutes 38 seconds West, along said northwest line, passing found 5/8"iron rods at 146.79 feet and 251.77 feet, in all a distance of 662.59 feet, to a found 5/8" iron rod, capped "SERVCON", at the beginning of a curve to the left with a radius of 987.50 feet, a central angle of 15"52'59" and a chord which bears S24"51'37"W a distance of 272.87 feet, THENCE Southwest along the arc of said curve, continuing along said northwest line, a distance of 273.75 feet to a found 5/8"iron rod,capped"SERVCON",for comer; THENCE South 89 degrees 23 minutes 17 seconds West a distance of 8.01 feet to a set 5/8"iron rod at the beginning of a non-tangent curve to the left with a radius of 837.50 feet,a central angle of 19"31213"and a chord which bears S13"52'38"W a distance of 153.62 feet; THENCE Southwest along the arc of said curve,and the northwest line of Stone Myers Parkway,a distance of 153.84 feet to a set 5/8"iron rod for comer in a north line of Lot 1R2, Block 1R1,CLASSIC HUMMER ADDITION, recorded under instrument no.D219164132 PRTCT; THENCE North 61 degrees 57 minutes 24 seconds West, departing said northwest line and along said north line of Lot 1 R2,a distance of 391.99 feet to a found 1/2"iron rod,capped"Pacheco-Koch",for an ell comer in the said north line; THENCE North 97 degrees 43 minutes 01 seconds East, along said north line, a distance of 444.04 feet to a found 1/2"iron rod,capped"Pacheco-Koch",for corner; THENCE North 82 degrees 16 minutes 16 seconds West, along the north line of said Lot 1R2, Block 1R1, CLASSIC HUMMER ADDITION a distance of 692.65 feet,to a found TxDOT monument in the east line of State Highway 121; THENCE North 24 degrees 26 minutes 39 seconds East, along said east line,a distance of227.10 feet,to a point for the beginning of a curve to the right with a radius of 21342.79 feet, a central angle of 1709'45" and a chord which bears N32"5702"E a distance of 840.99 feet; THENCE Northeast along the arc of said curve a distance of 844.99 feet to the.POINT OF BEGINNING, and containing 26.897 acres or 1,171,633 square feet of land. I G3CC�[��MC�D j JUN 0 2 2025 I Bv: -------------------- i i SPECIAL WARRANTY DEED PAGE 4 I Page 5 of 5 MARY LOUISE GARCIA f1 COUNTY CLERK i �. 100 West Weatherford Fart Worth,TX 76196-0401 �t "*•'' PHONE(817) 884-1195 ABIGAIL G KAMPMANN 153 TREELINE PARK 200 SAN ANTONIO, TX 78209 Submitter: FEDERAL TITLE INC DO NOT DESTROY WARNING- THIS IS PART OF TIDE OFFIC�L RECORD. Filed For Registration: 2/19/2015 1:69 PM Instrument#: D215034485 WD 5 PGS $28.00 By: --- - — -— — — D215034485 ANY PROVISION WHICH RESTRICTS THE SALE,RENTAL OR USE OF THE DESCRIBED REAL PROPERTY BECAUSE OF COLOR OR RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW. JUN 0 2 2025 By: .................... NOTICE OF CONFIDENTIALITY RIGHTS:IF YOU ARE A NATURAL PERSON,YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. SPECIAL WARRANTY DEED THE STATE OF TEXAS § COUNTY OF BEXAR § KNOW ALL BY THESE PRESENTS: THAT THE UNDERSIGNED, ABIGAIL G. KA.MPMANN, as her sole and separate property,hereinafter called the "Grantor,"whether one or more, for and in consideration of the sum of TEN DOLLARS ($10.00) and other valuable consideration to the undersigned in hand paid by the Grantee herein named,the receipt of which is hereby acknowledged,has GRANTED, SOLD AND CONVEYED, and by these presents does GRANT, SELL AND CONVEY unto CAMILLA ANN PROPERTIES, LLC, hereinafter called the 'Grantee, ' whether one or more, an undivided 100% of Grantor's right, title and interest in and to the following described real property ("Property'): First Baptist Church of Grapevine Addition Block .1, Lot 1 R, an addition to the City of Grapevine, Tarrant County, Texas, according to the plat recorded in Document No. D218053269 of the Official Public Records, Tarrant County, Texas. This conveyance, however, is made and accepted subject to the following exceptions to conveyance and warranty: those Exceptions to Conveyance and Warranty set forth on Exhibit "A," attached hereto and incorporated herein by reference. bkozo, up n Grantor,for the consideration set forth herein and subject to the Exceptions to Conveyance and Warranty, grants,sells,and conveys to Grantee the Property, together with all and singular the rights and appurtenances in any way belonging thereto, TO HAVE AND TO HOLD the Property to Grantee and Grantee's heirs, successors, and assigns forever. Grantor does hereby bind Grantor's heirs, executors, administrators, successors and/or assigns to WARRANT AND FOREVER DEFEND all and singular the Property unto the said Grantee,Grantee's heirs,executors,administrators,successors and/or assigns,against every person whomsoever claiming or to claim the same or any part thereof, other than the Exceptions to Conveyance and Warranty. Ad valorem taxes applicable to the Property have been paid up to, and including the year 2019. Grantee hereby assumes payment of ad valorem taxes for the year 2020. WHEREAS,this Special Warranty Deed is dated to become effective as of�a the day of r-e- n c a�� , 2020, by: [SIGNATURE PAGE TO FOLLOW] FFROWERa JUN 0 2 2025 By: .................... Suzy-z� Page 2 of 5 GRANTOR: ABIGAIL G. KAMPMANN, as her sole and separate property ACKNOWLEDGEMENT THE STATE OF TEXAS § COUNTY OF BEXAR § The foregoing instrument was acknowledged before me on the t,0day of 2020,by ABIGAIL G. KAMPMANN. r NOTARY PUBLIC,48fXTE OF TEXAS My commission expires on WWA0.CARTER MyNoWylD#1=W247 2 .lea 1$,2023 After Recording,please return to Grantee at: 153 Treeline Park, Suite 200 cm San Antonio,Texas 78209 UA?,6 -2� Page 3 of 5 Exhibit "A" Permitted Exceptions 1. Standby fees,taxes and assessments by any taxing authority for the year 2020,and subsequent years. 2. The following items as shown on the Plat recorded under Clerk's File No. D218053269, Official Public Records, Tarrant County, Texas, and shown on survey prepared by Darren K. Brown, RPLS# 5252, dated October 23, 2017(the "Survey"): a) Unidentified line from the North,Northeast, South and Southwesterly property lines; b) Unidentified lines from the Southeasterly property line; c) 10 foot Utility Easement along the North,Northeast, South,Southeast, and Southwesterly property lines and as shown on the Survey; d) 10 foot Water Line Easement over and across property and as shown on the Survey; e) Variable width Drainage Easement over and across property and as shown on the Survey; f) 25 foot Landscape, Water&Drainage Easement and 25 foot Building setback line Easement adjacent to westerly line and as shown on the Survey; g) A portion of a 15 foot Landscape Easement running across South comer of property and as shown on the Survey; h) 30 foot shared access easement and as shown on the Survey; i) 15 foot water easement over and across property and as shown on the Survey; j) Avigation Release as noted on the Survey, and k) Ultimate 100 Year Flood Plain and Drainage Easement. 3. Easement(s)and rights incidental thereto, as granted in a document: Granted-to: Texas Power& Light Company Purpose: As provided in said document Recording Date:July 16, 1937 Recording No: Volume 1340, Page 289,Real Property Records,Tarrant County, Texas, and noted Survey. 4. Easement(s) and rights incidental thereto, as granted in a document: Granted to: City of Grapevine, Texas, a municipal corporation Purpose:As provided in said document Recording Date: June 8, 2005 Recording No: under Clerk's File No. D205161584, Real Property Records, Ttn'r as shown on the Plat recorded under Clerk's File No. D218053269, OfficiaCounty, Texas, and shown on the Survey. Page 4 of 5 5. Easement(s)and rights incidental thereto,as granted in a document:Granted to:City of Grapevine, Texas Purpose: As provided in said document Recording Date:June 8, 2005 Recording No: under Clerk's File No. D205161585, Real Property Records, Tarrant County, Texas, and as shown on the Plat recorded under Clerk's File No. D218053269, Official Public Records, Tarrant County,Texas, and shown on the Survey. 6. Easement(s)and rights incidental thereto, as granted in a document:Granted to: City of Grapevine,Texas Purpose:As provided in said document Recording Date: September 28, 2005 Recording No: under Clerk's File No. D205288778, Real Property Records, Tarrant County, Texas, and as shown on the Plat recorded under Clerk's File No.D218053269, Official Public Records, Tarrant County, Texas,and shown on the Survey. 7. Interest in and to all coal, lignite, oil, gas and other minerals, and all rights incident thereto, contained in instrument dated February 8, 2007,recorded February 22,2007 at under Clerk's File No.D207063138 of the Official Records of Tarrant County, Texas,and noted on the Survey, which document contains the following language: Grantors herein reserves unto themselves, their heirs, successors and/or assigns, all oil, gas and other minerals presently owned by them. Reference to which instrument is here made for particulars. 8. Lease for coal,lignite, oil,gas or other minerals,together with rights incident thereto, dated January 10, 2007, by and between Jerry. V. Durant a/k/a Jerry Durant et al, as Lessor, and Chesapeake Exploration Limited Partnership, an Oklahoma limited partnership, as Lessee, recorded January 19, 2007 at under Clerk's File No.D207022331 of the Official Records of Tarrant County, Texas, and noted on the Survey. Reference to which instrument is here made for particulars. As affected by Amendment and Extension of Paid Up Oil and Gas Lease filed of record December 4, 2009 and recorded under Clerk's File No. D209317571, Real Property Records, Tarrant County, Texas, and noted on the Survey. 9. Lease for coal, lignite, oil, gas or other minerals,together with rights incident thereto, dated August 11, 2008, by and between First Baptist Church of Grapevine, as Lessor, and Chesapeake Exploration, LLC, an Oklahoma limited liability company, as Lessee, as evidenced by a Memorandum thereof,recorded January 6,2009 at under Clerk's File No. D209002720 of the Official Records of Tarrant County, Texas, and noted on the Survey.Reference to which instrument is here made for particulars. As affected by Amendment, Extension, Ratification&Revivor of Oil and Gas Lease filed of record September 28,2015 and recorded under Clerk's File No. D215219261, Real Property Records,Tarrant County, Texas, and noted on the Survey. M(MOWIND JUN 0 2 2025 By: .................... WZ5-, 24 Page 5 of 5 MARY LOUISE NICHOLSON ' COUNTY CLERK 100 West Weatherford Fort Worth,TX 76196-0401 PHONE(817)884-1195 CAMILLA ANN PROPERTIES LLC 153 TREELINE PARK STE 200 SAN ANTONIO, TX 78209 Submitter: PRINCIPLE VOLKSWAGEN DO NOT DESTROY WARNING - THR 1S PART OF THE OFFICIAL RECORD, Filed For Registration: 4/29/2020 9:49 AM Instrument#: D220096792 WD 6 PGS $35.00 By: D220096792 ANY PROVISION WHICH RESTRICTS THE SALE, RENTAL OR USE OF THE DESCRIBED REAL PROPERTY BECAUSE OF COLOR OR RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW. rJUN 0 2 2025 By: ..................... C,c�25- 2� 9 oY tkSSt TEXAS COMPTROLLER OF PUBLIC ACCOUNTS ComptrollenTexas.Gov September 03, 2021 Taxpayer number 32080652111 PRINCIPLE GRAPEVINE RE, LTD. File number 153 TREELINE PARK STE 200 0804196498 SAN ANTONIO TX 78209-1880 webRlenumber F9468058 Dear Taxpayer: u Congratulations on registering your business with the Texas Secretary of State. In addition to being the state's chief financial officer and tax collector, I am a strong advocate for growth in our economy, and my office plays an important role in ensuring businesses like yours continue to thrive in the state of Texas. Part of that responsibility is to be a resource when.your business needs assistance. Customer service is my top priority, and my staff is ready to help you with questions related to your business' state tax responsibilities. The agency website, www.comptroller.texas.gov, contains a wealth of resources about the various taxes we administer. There you can find publications, answers to frequently asked questions, tax rules, electronic reporting options and more. In the right hand corner of each page, there is a link to"contact us," where you will find information on how to reach us if you do not find your answer online. The Secretary of State notified us that your company was recently registered with their office.The company you registered is subject to the franchise tax, which my office administers. Accordingly, we have created a franchise tax account based on the information you provided at the time of registration. Please review and update your account information at your earliest convenience. Most important is to ensure the address we have on file is the address where your company wants to receive tax mailings from us. To view and correct your account information, go to www.comptroller.texas,gov/taxes/file-pay/. If you have not used WebFile before, you will register as a new user, and there is a video to assist you with that process. When you are ready to get started, select the Franchise Tax Accountability Questionnaire under Other Electronic Reporting Tools. Select"continue to log in" at the bottom of the page to sign in. You will need the WebRle number located at the top of this letter. The company's first franchise tax report is due on 05/16/2022 . We will send you a reminder letter with filing instructions well before the due date. You can contact our office for assistance at 1-800-252-1381. I appreciate the work you do and the contributions you make to Texas. I wish you the best of luck in all your business endeavors. Sincerely, JUN 0 22025 Glenn Hegar (AIAO07A Form 05.2BO(Rev.2-17/8) 0004760 FRANCHISE TAX ACCOUNT STATUS This record as of May 30, 2025 at 16:15:29 PRINCIPLE GRAPEVINE RE, LTD. Texas 32080652111 Taxpayer Number: Mailing 153 TREELINE PARK STE 100 Address: SAN ANTONIO, TX 78209 - 1 880 Right to ACTIVE Transact Business in Texas: State of TX Formation: SOS ACTIVE Registration Status (SOS status updated each business day): Effective SOS 08/18/2021 Registration Date: Texas SOS 0804196498 File Number: Registered ABIGAIL KAMPMANN Agent Name: Registered 153 TREELINE SUITE 200 JUN 0 22025 Office Street SAN ANTONIO, TX 78209 Address: 2�• ?j� Public Information Report for Year 2024 Title Name and Address GENERAL PA PRINCIPLE AUTO SAN ANTONIO LLC 153 TREELINE SUITE 200 SAN ANTONIO,TX 78209 JUN 0 2'2025 W250704 Lindsay Flores From: Lindsay Flores Sent: To: Cc: 0®rrttrOpe ; s OeoOse y ft Subject: Pre-Submittal Phone Call -Volkswagen Attachments: Simple brand sign_2025 final.png;A102 - NOTED SITE PLAN -VW OF GRAPEVINE_w 2025 signs.pdf; sign locations_2025.pdf Good morning, Thank you for taking my phone call today. Below is a recap of what we discussed for the proposal at 2351 William D Tate Avenue. CONDITIONAL USE PERMIT: This proposal will require a conditional use permit (CUP) for signage. The conditional use permit will require: • Overall site plan, • Dimensional control site plan, (label all uses and include dimensions for all uses- i.e.,yoga/gym/ massage room/lobby/etc.) • Elevations and dimensions of the signs, and • Narrative letter Please note, if any sheets are missing at time of submittal, staff will deny the submittal and push the appointment to the next available submittal date. Applications should be filled out completely with wet signatures and notarizations. Payment is due at time of submittal. Submittals for the CUP are only accepted on the first Monday of each month with a scheduled appointment. Appointments fill up quickly, so let us know sooner rather than later if you will be prepared to submit. This property is designated CO—Commercial on Map 2: Future Land Use Map of the Comprehensive Master Plan and is zoned"CC",Community Commercial district. PUBLIC HEARING: The City of Grapevine conducts a joint public hearing with the City Council and Planning and Zoning Commission. If everything stays on track, the case will go to the public hearing on the third Tuesday of the month following the submittal. The final approval or denial will be determined at that hearing. ADDITIONAL INFORMATION: Below is some important additional information to keep in mind: • Building permit plan set submittal—Can be submitted at the same time as civils or CUP applications but will not be released until approval of CUP and civil construction drawings. Building Services needs three copies of plan set. Plans must be a minimum of 11"X 17" and printed to scale. Only final construction documents are accepted for review. o 2021 I-codes were adopted in November 2023 and are now in effect as of January 1, 2024 • Changes to approved plans -Any minor changes to an approved site plan will need to go through the Site Plan Review Committee for approval or denial. Major changes to the approved site plan will have to go back through the CUP process and to City Council and Planning and Zoning Commission through joint a public hearing. .lUN 0 22025 N 4 .2.4 • Mechanical equipment-Needs to be screened from view. Parapet wall should be used atop buildings rather than a device.Needs to be located at least 120 feet away from the adjacent residential. • Signs -Wall signage cannot exceed 25% of the face of the wall. If utilizing a pole sign, requires a CUP. Signage details must be included in the CUP application materials. • Parking -Refer to Sections 56 parking ratios and loading requirements. • Lighting—Lighting levels at the property line cannot exceed the standards in"CC" Please let us know if you have any questions. We would appreciate a receipt of this email. Thank you, -- �fir: Lindsay Flores 4G N Planner I T E "A s ti City of Grapevine 200 S. Main St. Grapevine, TX 76051 p: 817.410.3154 https:/[bit.l //GrapevinePlarmine JUN 0 22D25 2 AGREEMENT OF LIMITED PARTNERSHIP PRINCIPLE GRAPEVINE RE, LTD. CA [l�IL 7JUU' 0 2 20125 By:.................... cu2j� Z(o i i PRINCIPLE GRAPEVINE RE, LTD. LIMITED PARTNERSHIP AGREEMENT This Agreement of Limited Partnership ("Agreement") is made and entered into as of August 17, 2021, between PRINCIPLE AUTO SAN ANTONIO, LLC, as General Partner ("General Partner"), and Abigail G. Kampmann and Mark L. Smith as Limited Partners (individually, a "Limited Partner" and collectively, the "Limited Partners"). These parties have agreed to be partners in PRINCIPLE GRAPEVINE, LTD., a Texas limited partnership(the"Partnership"), pursuant to the provisions of the Texas Business Organizations Code (the "TBOC") and the terms and conditions set forth below. SECTION 'I GENERAL PROVISIONS 1.1 Name and Place of Business. The business of the Partnership shall be conducted under the name "PRINCIPLE GRAPEVINE, LTD." The principal place of business, unless changed by the General Partner, after giving notice to all Partners (defined below), shall be 153 TREELINE PARK, Suite 200, SAN ANTONIo, TEXAS 78209. 1.2 Purposes. The business of the Partnership shall be to own real estate upon which a Volkswagen dealership is operated in Grapevine, Texas. The Partnership shall neither include nor participate in any insurance, reinsurance, warranty, or related products or opportunities related to same which will be owned and managed separately. 1.3 Term. The term of the Partnership shall commence on the date the Certificate of Formation (the "Certificate") is filed in the office of the Secretary of State of the State of Texas in accordance with the TBOC and shall continue in existence perpetually or until the termination of the Company in accordance with the provisions of Section 6 of this Agreement. 1.4 General Partner. The name and address of each General Partner of the Partnership shall be: Name Address PRINCIPLE AUTO SAN ANTONIO, LLC 153 Treeline Park, Suite 200 San Antonio, Texas 78209 1.5 Class A Limited Partners.The nameand address of each Class A Limited Partnerof the Partnership shall be: Name Address ABIGAIL G. KAMPMANN 153 Treeline Park, Suite 200 San Antonio,Texas 78209 MARK L.SMITH 2320 Clubs Drive Boerne,Texas 78006 PRINCIPLE GRAPEVINE RE LIMITED PARTNERSHIP AGREEMENT-Page 1 1.6 Definitions. As used in this Agreement, the following terms have the following meanings: 1 "Agreement" means this Agreement of Limited Partnership. "Capital Account" shall mean with respect to any Partner the capital account which the Partnership establishes and maintains for such Partner pursuant to Section 3.1. "Capital Contribution" means any contribution by a Partner to the capital of the Partnership. "Cash Available for Distribution" shall mean all cash received by the Partnership from all sources (including capital contributions and borrowings), less cash expended or reserved, in the commercially reasonable discretion of the General Partner, (i)for liabilities (contingent or otherwise), federal, state and local taxes, expenses, capital expenditures, and obligations of the Partnership or obligations secured by the assets of the Partnership, or (ii) for any other reason deemed beneficial by the General Partner for the Partnership or the Partners. "Certificate" means the Certificate of Formation on file with the Secretary of State of the State of Texas. "Class A Ownership Interests" means the Ownership Interests of ownership in the Partnership designated as the "Class A Units" herein and having the rights pertaining thereto as are set forth in this Agreement. "Class A Partner" means each of the Limited Partners identified in the books and records of the Partnership as a Class A Partner. "Class B Ownership Interests" means the Units of partnership interest in the Partnership designated as the Class B Units herein and having the rights pertaining thereto as are set forth in the Agreement. Class B limited partnership interests shall have no voting rights and for further clarity, in any instance where unanimous consent is required in this Agreement, a Class B Limited Partner's consent is not required. "Class B Partner" means each of the Limited Partners identified in the books and records of the Partnership as a Class B Limited Partner. Class B limited partnership interests shall have no voting rights, and for further clarity, in any instance where unanimous consent is required in this Agreement, a Class B Limited Partner's consent is not required. "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, the provisions of succeeding law, and to the extent applicable,. the Regulations thereunder. "Disabling Event"shall mean(i)the death of any Partner who is a natural person; (ii) a determination by a court of competent jurisdiction that any Partner who is a natural person is legally incompetent; or (iii)the termination or winding up, whether by merger or otherwise, of any Partner who is a firm, corporation, trust, or other entity. PRINCIPLE GRAPEVINE RE LIMITED PARTNERSHIP AGREEMENT—Page 2 "Disabled Member"shall mean a Member with regard to whom a Disabling Event has occurred. "Dispose," "Disposing," or "Disposition shall mean a sale, assignment, transfer, exchange, mortgage, pledge, grant of a security interest, or other disposition or encumbrance (including, without limitation, by operation of law), or the acts thereof. "Divorced Partner" shall have the meaning ascribed to it in Section 9.6. Employed Limited Partner means any Class B Partner that is employed by or providing services to an affiliate of the Partnership or the General Partner. Employed Limited Partner(s) shall have no voting rights and for further clarity, in any instance where unanimous consent is required in this Agreement,an Employed Limited Partner's consent is not required. "Family Member" shall have the meaning ascribed to it in Section_13.8. "Fiscal Year" shall mean the Partnership's fiscal year for accounting and tax purposes as defined in Section 11.1. "General Partner" means any Person executing this Agreement as of the date of this Agreement as a General Partner or hereafter admitted to the Partnership as a General Partner provided in this Agreement, but does not include any Person who has ceased to be a General Partner of the Partnership. "Incapacitated" or "Incapacity" means physical or mental disability, or both, as determined by the physician regularly attending the incapacitated individual. "Indemnified Partners" shall have the meaning ascribed to it in Section 7.6 hereof. "Initial Seller" shall have the meaning ascribed to it in Section 9.4. "Insolvency Event" means, pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors, a decision that (i) commences a voluntary case or proceeding; (ii) consents to the entry of an order for relief against a Person in an involuntary case; (iii)consents to the appointment of a trustee, receiver, assignee, liquidator, or similar official; (iv) makes an assignment for the benefit of a Person's creditors; or (v) admits in writing to a Person's inability to pay its debts as they become due. "Insolvent Partner" shall have the meaning ascribed to it in Section 9.7. "Interest Holder" means any Person who holds an Ownership Interest, regardless of whether such Person has been admitted to the Partnership as a Limited Partner. "Interest Holders" means all such Persons. "Line of Business" means ownership and management of automobile dealerships. PRINCIPLE GRAPEVINE RE LIMITED PARTNERSHIP AGREEMENT-Page 3 i "Limited Partner" means any Person executing this Agreement as of the date of this Agreement as a Limited Partner or hereafter admitted to the Partnership as a Limited Partner provided in this Agreement, but does not include any Person who has ceased to be a Limited Partner of the Partnership. "Majority Interest" means Class A Partners with voting rights holding among them more than 50% of all Class A Units of Ownership Interests; provided, however, that, if a provision of this Agreement provides that a Majority Interest, for purposes of such provision, is to be calculated or determined without reference to one or more excluded Partners, then, solely for purposes of such provision, Majority Interest shall mean Partners, other than the excluded Partners and Class B Partners, holding among them more than 50%of all Class A Units of Ownership Interests, other than Ownership Interests held by such excluded Partners and shall not include Class B Units. A "Majority Interest of the Limited Partners" means Class A Limited Partners with voting rights holding among them more than 50%of all Class A Units then held by Limited Partners.A"Majority Interest of the General Partner" means General Partner holding among them more than 50% of all Units then held by General Partner. "Net Book Value" shall mean the company's assets (original cost) minus accumulated depreciation and amortization (using tax depreciation and amortization) less the company's liabilities (long and short term and related parties loans). "Net Profits" and "Net Losses" shall mean the income, gain, loss, deductions, and credits of the Partnership in the aggregate or separately stated, as appropriate, determined in accordance with accounting principles consistent with the general method of accounting employed by the Partnership at the close of each fiscal year for federal income tax purposes. "Nonrecourse Liability" shall have the meaning set forth in Regulations Section 1.752-1(a)(2). "Ownership Interests" with respect to any Partner or assignee means" the Class A Ownership Interests and any Class B Ownership Interests authorized in accordance with this Agreement, which shall constitute interests in the Partnership as provided in this Agreement and under the TBOC, entitling the holders thereof to the relative rights, title and interests in the profits, losses, deductions and credits of the Partnership at any particular time as set forth in this Agreement, and any and all other benefits to which a holder thereof may be entitled as a Partner as provided in this Agreement, together with the obligations of such Partner to comply with all terms and provisions of this Agreement. "Partner" means any Person executing this Agreement as of the date of this Agreement as a Partner (whether as a general partner or a limited partner) or hereafter admitted to the Partnership as a Partner provided in this Agreement, but does not include any Person who has ceased to be a Partner of the Partnership. "Partnership" means PRINCIPLE GRAPEVINE, LTD., a Texas limited partnership. "Partnership Interest" means the interest of a Partner in the Partnership, including, without limitation, rights to distributions (liquidating or otherwise), allocations, information and to consent or approve Partnership actions. PRINCIPLE GRAPEVINE RE LIMITED PARTNERSHIP AGREEMENT-Page 4 "Partnership Minimum Gain" shall have the meaning ascribed to the term "Partnership Minimum Gain" in the Regulations Section 1.704-2(d). "Partner Nonrecourse Debt" shall have the meaning ascribed to the term "Partner Nonrecourse Debt" in Regulations Section 1.704-2(b)(4). "Partner Nonrecourse Deductions" shall mean items of Partnership loss, deduction, or Code Section 705(a)(2)(B) expenditures which are attributable to Partner Nonrecourse Debt. "Permitted Transferee" means a Family Member, a Person who is a Partner at the time in question, or any other Person approved by the General Partner and a Supermajority in Interest of the Limited Partners with respect to a particular transfer of Ownership Interests. "Person" includes an individual, as defined in TBOC §1.002(38), an organization, as defined in TBOC §1.002(62), government, governmental agency, governmental subdivision and governmental instrumentality. "Pro Rata" means the ratio determined by dividing the Units of Interest Holders to whom a particular provision of this Agreement is stated to apply by the aggregate of the Units of all Interest Holders to whom that provision is stated to apply. "Regulations Section" shall, unless the context clearly indicates otherwise, mean the section of the regulations currently in force as final or temporary that have been issued by the U.S. Department of Treasury pursuant to its authority under the Code. "Supermajority Interest" shall mean Class A Partners with voting rights holding among them more than 85% of all Class A Units of Ownership Interests; provided, however, that, if a provision of this Agreement provides that a Supermajority Interest, for purposes of such provision, is to be calculated or determined without reference to one or more excluded Partners, then, solely for purposes of such provision, Supermajority Interest' shall mean Partners, other than the excluded Partners and Class B Partners, holding among them more than 85% of all Class A Units of Ownership Interests, other than Ownership Interests held by such excluded Partners and Class B units. "Tag-Along Buyer" shall have the meaning ascribed to it in Section 9.4. "Tag-Along Notice" shall have the meaning ascribed to it in Section 9.4. "Tag-Along Sellers" shall have the meaning ascribed to it in Section 9.4. "Tax Distributions" shall have the meaning ascribed to it in Section 5.1 B. "TBOC" means the Texas Business Organizations Code and any successor code or statute, as such may be amended from time to time. "Trigger Date" shall have the meaning ascribed to it in Section 9.5. "Units"with respect to any Partner or assignee means"the Class A Units and any other Class B Units authorized in accordance with this Agreement, which shall constitute PRINCIPLE GRAPEVINE RE LIMITED PARTNERSHIP AGREEMENT—Page S k interests in the Partnership as provided in this Agreement and under the TBOC, entitling the holders thereof to the relative rights,title and interests in the profits, losses, deductions and credits of the Partnership at any particular time as set forth in this Agreement, and any and all other benefits to which a holder thereof may be entitled as a Partner as provided in this Agreement, together with the obligations of such Partner to comply with all terms and provisions of this Agreement. Other terms defined herein have the meanings so given them. 1.7 Construction. Whenever the context requires, the gender of all words used in this Agreement includes the masculine,feminine and neuter.Words in the singular number include the plural, and vice versa, unless the context requires otherwise. Unless otherwise specified, all references to sections refer to sections of this Agreement, and all references to Exhibits are to Exhibits attached hereto, each of which is made a part hereof for all purposes. SECTION 2 CONTRIBUTIONS AND UNITS 2.1 Initial Contributions. The Partners' initial contributions are described on attached EXHIBIT A. 2.2 Additional Contributions to Satisfy Automobile Manufacturer. The Partners have agreed to make additional contributions as need to satisfy the capitalization requirements of any automobile dealership owned by the Partnership. 2.3 No Additional Contributions Required. No Partner shall be required to make any additional Capital Contributions to the Partnership unless the Partners unanimously agree to contribute additional cash or property in proportion to their respective Ownership Interests. 2.4 No Interest on Contributions. The Partners shall not receive interest on their Capital Contributions to the Partnership. 2.5 Loans to Partnership. Subject to the approval of the General Partner, any one or more of the Partners may lend the Partnership amounts to pay for capital expenditures or for operating cash deficits instead of the Partners funding such costs through additional contributions. Alternatively, the Partnership may borrow such sums from a bank or other lender. Loans by a Partner to the Partnership shall not be considered Capital Contributions and such loans shall not result in any increase in the amount of the Capital Account of such Partner. All loans to the Partnership by the Partners shall bear interest at agreed upon by the partners, and if no agreement, a rate the greater of (1) five percent, or (2) the then secured overnight financing rate as published by the Federal Reserve Bank, or its successor, plus 175 basis points (an additional 1.75%)and may be secured by Partnership property and for such period and on such terms as the General Partner shall determine. 2.6 Return of Contributions. Except as specifically provided in this Agreement, no Partner shall have a right to withdraw or to be repaid any amount contributed to the Partnership or any portion of his or her Capital Account. PRINCIPLE GRAPEVINE RE LIMITED PARTNERSHIP AGREEMENT—Page 6 2.7 Units of Ownership in Partnership. For purposes of evidencing each Partner's Ownership Interest in capital, income, gains, losses, tax deductions, tax credits, distributions, and any other rights, obligations or assets of the Partnership, the Limited Partners' total ownership interests will be 1,000 units [representing one hundred percent (100%) of the total ownership interests in the Partnership]. All transfers of Partnership Interests shall be made in Units, or fractions thereof, which shall entitle the holder to a pro-rats portion (rounded to the nearest tenth of a percent) of the capital, income, gains, losses, tax deductions, tax credits, distributions, and any other rights, obligations, or assets of the Partnership, subject to the obligations represented by such Ownership Interest as set forth in this Agreement. The Units initially are comprised of two Classes: Class A Units and Class B Units. Class B Units shall have no voting rights, shall not exceed 10% of the total Ownership Interests in the Partnership at any time, and shall be subject to the transfer restrictions outlined in Section 9.9. The Partners' initial Units, Class of Units and Ownership Interests are set forth on EX H IB 1T B. 2.8 Non-Equity General Partner. The General Partner shall be a non-equity partner and shall not own any interest in the Partnership. It shall continue to have all of the liabilities associated with a general partner under the TBOC. The position of General Partner shall be management position only and shall not entitle the General Partner to any equity ownership in the Partnership. The Limited Partners' Ownership Interests shall represent identical rights to capital, income, gains, losses, tax deductions, tax credits, distributions, and any other rights, obligations, or assets of the Partnership under this Agreement. Class A Units and Class B Units shall have the same the rights (i)to share in Profits and Losses or items thereof; (ii) to share in Partnership distributions; and (iii) upon dissolution and liquidation of the Partnership. All Units of a particular Class shall have identical rights in all respects as all other Units of such Class, except in each case as otherwise specified in this Agreement. 2.9 Tax Status. Each of the Partners hereby recognizes that the Partnership will be subject to the provisions of Sub-chapter K of Chapter 1 of Subtitle A of the Code. SECTION 3 MARKET-VALUE CAPITAL ACCOUNTS 3.1 Initial Capital Accounts of Partners. The Partnership shall establish an individual Capital Account for each Partner. The initial Capital Accounts of the Partners shall be based on the fair market value of the property contributed by the Partner to the Partnership. The initial Capital Accounts and the initial number of Units held by each Partner are reflected on EXHIBIT B. 3.2 Maintenance of Capital Accounts. The Partnership shall determine and maintain each Capital Account in accordance with Regulations Section 1.704-1(b)(2)(iv). If a Partner transfers all or a part of his or her Units in accordance with this Agreement, such Partner's Capital Account attributable to the transferred Units shall carry over to the new Interest Holder of such Units pursuant to Regulations Section 1.704-1(b)(2)(iv)(1). 3.3 Negative Capital Accounts. No Interest Holder will be required to pay to the Partnership or to any other Person any deficit or negative balance which may exist from time to time in the Interest Holder's Capital Account. PRINCIPLE GRAPEVINE RE LIMITED PARTNERSHIP AGREEMENT-Page 7 SECTION 4 ALLOCATION OF PROFITS AND LOSSES 4.1 Allocations of Net Profit and Net Loss. A. Net Loss. Net Losses shall be allocated to the Interest Holders in proportion to their Ownership Interests. Notwithstanding the previous sentence, loss allocations to an Interest Holder shall be made only to the extent that such loss allocations will not create a deficit Capital Account balance for that Interest Holder in excess of an amount, if any, equal to such Interest Holder's share of Partnership Minimum Gain that would be realized on a foreclosure of the Partnership's property. Any loss not allocated to an Interest Holder because of the foregoing provision shall be allocated to the other Interest Holders (to the extent the other Interest Holders are not limited in respect of the allocation of losses under this Section 4.1A. Any loss reallocated under this Section 4.1A shall be taken into account in computing subsequent allocations of income and losses pursuant to this Section 4, so that the net amount of any item so allocated and the income and losses allocated to each Interest Holder pursuant to this Section 4,to the extent possible, shall be equal to the net amount that would have been allocated to each such Interest Holder pursuant to this Section 4 if no reallocation of losses had occurred under this Section 4.1 A. B. Net Profit. Subject to the provisions of Section 4.1A of this Agreement, Net Profits shall be allocated to the Interest Holders in proportion to their Ownership Interests. 4.2 Special Allocations. A. Minimum Gain Cha_rgeback. Notwithstanding Section 4.1, if there is a net decrease in Partnership Minimum Gain during any Fiscal Year, each Interest Holder shall be specially allocated items of Partnership income and gain for such Fiscal Year (and, if necessary, in subsequent fiscal years) in an amount equal to the portion of such Interest Holder's share of the net decrease in Partnership Minimum Gain that is allocable to the disposition of Partnership property subject to a Nonrecourse Liability, which share of such net decrease shall be determined in accordance with Regulations Section 1.704-2(g)(2). Allocations pursuant to this Section 4.2A shall be made in proportion to the amounts required to be allocated to each Interest Holder under this Section 4.2A. The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(f). This Section 4.2A is intended to comply with the minimum gain chargeback requirement contained in Regulations Section 1.704-2(f)and shall be interpreted consistently herewith. B. Chargeback of Minimum Gain Attributable to Partner Nonrecourse Debt. Notwithstanding Section 4.1 of this Agreement, if there is a net decrease in Partnership Minimum Gain Attributable to a Partner Nonrecourse Debt, during any Fiscal Year, each Interest Holder who has a share of the Partnership Minimum Gain attributable to such Partner Nonrecourse Debt (which share shall be determined in accordance with Regulations Section 1.704-2(i)(5))shall be specially allocated items of Partnership income and gain for such Fiscal Year(and, if necessary,in subsequent Fiscal Years)in an amount equal to that portion of such Interest Holder's share of the net decrease in Partnership Minimum Gain attributable to such Partner Nonrecourse Debt that is allocable to the disposition of Partnership property subject to such Partner Nonrecourse Debt(which share of such net decrease shall be determined in accordance with Regulations Section PRINCIPLE GRAPEVINE RE LIMITED PARTNERSHIP AGREEMENT—Page 8 1.704-2(i)(5)). Allocations pursuant to this Section 4.213 shall be made in proportion to the amounts required to be allocated to each Interest Holder under this Section 4.213. The items to be so allocated shall be determined in accordance with Regulations Section 1.704- 2(i)(4). This Section 4.213 is intended to comply with the minimum gain chargeback requirement contained in Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith. C. Nonrecourse Deductions. Notwithstanding Section 4.1, any nonrecourse deductions (as defined in Regulations Section 1.704-2(b)(1))for any Fiscal Year or other period shall be specially allocated to the Interest Holders in proportion to their Percentage Interests. D. Partner Nonrecourse Deductions. Notwithstanding Section 4.1, those items of Partnership loss, deduction, or Code Section 705(a)(2)(B) expenditures which are attributable to Partner Nonrecourse Debt for any Fiscal Year or other period shall be specially allocated to the Interest Holder who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such items are attributable in accordance with Regulations Section 1.704-2(i). E. Qualified Income Offset, Notwithstanding Section 4.1, if an Interest Holder unexpectedly receives any adjustments, allocations, or distributions described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or(6), or any other event creates a deficit balance in such Interest Holder's Capital Account in excess of such Interest Holder's share of Partnership Minimum Gain, items of Partnership income and gain shall be specially allocated to such Interest Holder in an amount and manner sufficient to eliminate such excess deficit balance as quickly as possible. Any special allocations of items of income and gain pursuant to this Section 4.2E shall be taken into account in computing subsequent allocations of income and gain pursuant to this Section 4 so that the net amount of any item so allocated and the income,gain, and losses allocated to each Interest Holder pursuant to this Section 4 to the extent possible, shall be equal to the net amount that would have been allocated to each such Interest Holder pursuant to the provisions of this Section 4.2E .if such unexpected adjustments, allocations, or distributions had not occurred. 4.3 Code Section 704(c)Allocations. Notwithstanding any other provision in this Section 4, in accordance with Code Section 704(c)and the Regulations promulgated thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Partnership shall,solely fortax purposes, be allocated among the Interest Holders so as to take account of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and its fair market value on the date of contribution. Allocations pursuant to this Section 4_3 are solely for purposes of federal, state and local taxes. As such, they shall not affect or in any way be taken into account in computing an Interest Holder's Capital Account or share of profits, losses, or other items of distributions pursuant to any provision of this Agreement. 4.4 Allocation of Net Profits and Losses and Distributions in Respect of a Transferred Interest. If any Ownership Interest is transferred, or is increased or decreased by reason of the admission of a new Partner or otherwise, during any Fiscal Year of the Partnership, each item of income,gain,loss, deduction,or credit of the Partnership of such Fiscal Year shall be assigned pro rata to each day in the particular period of such fiscal year to which such item is attributable (i.e., PRINCIPLE GRAPEVINE RE LIMITED PARTNERSHIP AGREEMENT-Page 9 the day on or during which it is accrued or otherwise incurred) and the amount of each such item so assigned to any such day shall be allocated to the Interest Holder based upon his or her respective Ownership Interest at the close of such day. A. Monthly Determination. However, for the purpose of accounting convenience and simplicity, the Partnership shall treat a transfer of, or an increase or decrease in, an Ownership Interest which occurs at any time during a monthly period (commencing with the monthly period including the date hereof) as having been consummated on the last day of such monthly period, regardless of when during such monthly period such transfer, increase, of decrease actually occurs. B. Asset Sales. Notwithstanding any provision above to the contrary, gain or loss of the Partnership realized in connection with a sale or other disposition of any of the assets of the Partnership shall be allocated solelyto the parties owning Ownership Interests as of the date such sale or other disposition occurs. SECTION 5 DISTRIBUTIONS 5.1 Distributions. A. General. To the extent it may be legal to do so and there is Cash Available for Distribution, the General Partner shall cause the Partnership to distribute cash for Tax Distributions to the Interest Holders on an annual basis. However, to the extent the Partnership incurs losses, no Tax Distributions will be made until the cumulated net income and gain of the Partnership exceeds the cumulated amount of such losses. Otherwise,the Partnership will only distribute cash to the extent and at such times that the General Partner reasonably determine that such cash is not needed for Partnership future investment, operations,working capital and contingencies. B. Distribution of Cash Available for Distribution. To the extent that Tax Distributions or distributions of Cash Available for Distribution are made by the Partnership, such distributions shall be made as follows: First: Distributions ("Tax Distributions") shall be made to the Interest Holders, Pro Rata, in an amount equal to the amount of any federal income tax estimated by the General Partner to be incurred by the Interest Holders(which rate may be less than the actual rate in effect for one or more Interest Holders, but in no event shall the rate used be lower than the actual rate of all the Interest Holders) on their allocable share of any net income or gain from the Partnership which is recognized for federal income tax purposes during the prior year and not otherwise distributed to the Interest Holders. However, to the extent the Partnership incurs losses, no Tax Distributions will be made until the cumulated net income and gain of the Partnership exceeds the cumulated amount of such losses. Tax Distributions shall be made no less frequently than once each calendar year. PRINCIPLE GRAPEVINE RE LIMITED PARTNERSHIP AGREEMENT—Page 10 Second: When and as determined by the General Partner in their reasonable discretion, but no less frequently than once each calendar year, distributions of the remaining Cash Available for Distribution shall be made to all the Interest Holders, Pro Rata. 5.2 Distributions Subject to a Charging Order. Notwithstanding the other provisions of this Agreement,the Partnership shall not be bound to make any distribution to any Interest Holder so long as such Interest Holder's interest in the Partnership is subject to any charging order, or other order in favor of any creditor. In such cases the General Partner may retain any such distributions that would otherwise have been made to the Interest Holder concerned and may add the same to the Capital Account of such Interest Holder, or may apply such distributions for the business purposes of the Partnership provided that in such case there shall be maintained a record of such application. Upon the interest of the Interest Holder concerned ceasing to be subject to a charging order or other order in favor of any creditor, the Partnership may pay or apply any distributions that would otherwise have been paid to such Interest Holder, to or for the benefit of such Interest Holder. 5.3 Creditor's Rights. Subject to this Agreement, if any creditor shall at any time obtain a charging order against the Ownership Interest in the Partnership of an Interest Holder,then to the extent so charged the judgment creditor shall have only the rights of an assignee of that Partnership Interest and no rights as a substitute Partner. SECTION 6 TERMINATION OF THE PARTNERSHIP 6.1 Events Causing Termination. The Partnership shall terminate upon the occurrence of any of the following: A. the vote of the General Partner and a majority of the Class A Limited Partners to dissolve, wind up, and liquidate the Partnership; B. a judicial determination that an event has occurred that makes it unlawful, impossible or impractical to carry on the Partnership's business; or C. the withdrawal, dissolution or bankruptcy of the sole remaining General Partner unless the Partnership is continued pursuant to the provisions of Section 9 of this Agreement. 6.2 No Termination Upon Transfer of Ownership Interests. The transfer of Ownership Interests (or any portion)shall not cause a termination of the Partnership. 6.3 Effect of Change in Partners. Subject to all of the provisions of this Agreement,the death,incapacity,withdrawal,dissolution,liquidation,bankruptcy,orsubstitution of any orall of the Partners or the dissolution of the Partnership, shall not interrupt the continuity of or cause the termination of the Partnership. PRINCIPLE GRAPEVINE RE LIMITED PARTNERSHIP AGREEMENT-Page 11 6.4 No Right to Terminate. Except as provided in Section 6.1 of this Agreement, no Partner shall have the right to terminate or liquidate the Partnership. 6.5 Procedure Upon Termination. Upon termination and dissolution of the Partnership, the General Partner shall distribute the assets of the Partnership as follows: A. First, in discharging the liabilities and expenses of the Partnership to non- partners, and then for any loans or advances made by any Partner to the Partnership. B. Second, to set up any reserves which the General Partner may consider reasonably necessary for any contingent liabilities or obligations of the Partnership. C. Third, to the Interest Holders in accordance with their positive Capital Accounts,after giving effect to all contributions,distributions and allocations for all periods. 6.6 Distributions in Kind. Any non-cash asset distributed to one or more Interest Holders shall first be valued at its fair market value as agreed by the Partners to determine the Net Profit or Net Loss that would have resulted if such asset were sold for such value, such Net Profit or Net Loss shall then be allocated pursuant to Section 4,and the Interest Holders'Capital Accounts shall be adjusted to reflect such allocations. The amount distributed and charged to the Capital Account of each Interest Holder receiving an interest in such distributed asset shall be the fair market value of such interest (net of any liability secured by such asset that such Interest Holder assumes or takes subject to). If the value cannot be agreed to, the fair market value of such asset shall be determined by the Partners or if any Interest Holder objects by an independent appraiser (any such appraiser must be recognized as an expert in valuing the type of asset involved)selected by the Partners. 6.7 Compliancewith Regulations. All paymentstothe Interest Holders upon thewinding up and dissolution of the Partnership shall be strictly in accordance with the positive Capital Account balance limitation and other requirements of Regulations Section 1.704-1(b)(2)(ii)(d). 6.8 Limitations on Payments Made in Dissolution. Except as otherwise specifically provided in this Agreement, each Interest Holder shall only be entitled to look solely to the assets of the Partnership for the return of his or her positive Capital Account balance and shall have no recourse for his or her Capital Contribution and/or share of Net Profits (upon dissolution or otherwise)against any other Interest Holder. SECTION 7 MANAGEMENT BY THE GENERAL PARTNER 7.1 Management and Control by General Partner. The General Partner shall have the sole, exclusive and complete discretion to manage and control the business and assets of the Partnership. No person, firm or corporation dealing with the Partnership will be required to inquire into or obtain any consent or other documentation as to the authority of the General Partner to take any action or to exercise any such rights or powers. It is specifically recognized and acknowledged by the General Partner that the General Partner owes a fiduciary duty to the Partnership and to the Limited Partners, as defined under the TBOC and other applicable law. PRINCIPLE GRAPEVINE RE LIMITED PARTNERSHIP AGREEMENT—Page 12 Without limiting the generality of the foregoing,the General Partner shall have the following rights and powers which it may exercise at the cost, expense and risk of the Partnership; A. To buy or otherwise acquire,hold,lease,operate,manage and develop the assets of the Partnership and to enter into agreements with others with respect to such activities, which agreements may contain such terms, provisions and conditions as the General Partner in its sole and absolute discretion shall determine. B. To purchase from or through others, contracts of liability, casualty,health, accident, life and/or other insurance which the General Partner may deem advisable, appropriate or convenient for the protection of the properties or affairs of the Partnership, the Partners,the employees of the Partnership or for any purpose convenient or beneficial to the Partnership. C. To invest in government securities, certificates of deposit, bankers' acceptances, mutual funds, securities or similar investments. D. To borrow moneyfrom banks,lending institutions,and other persons for any Partnership purposes and in connection therewith to execute promissory notes evidencing such borrowings, encumber any of the assets of the Partnership with deeds of trust, mortgages or similar security interests, and incur any other indebtedness in the ordinary course of the Partnership's business. E. To pay all taxes, licenses or assessments of whatever kind or nature imposed upon or against the Partnership or the assets of the Partnership and for such purposes to make such returns and shall do such other acts and things as may be necessary and advisable.. F. To pay any and all fees, commissions, legal and accounting expenses and any other expenses incurred in the organization of the Partnership and in the subsequent operation thereof. G. To sell, dispose of,trade, exchange, convey, quitclaim, surrender, release or abandon all or any portion of the assets of the Partnership, upon such terms and conditions as the General Partner may deem advisable, appropriate or convenient. H. To enter into such agreements, contracts, documents and instruments with such parties and to give such receipts, releases and discharges with respect to any or all of the forgoing and any matters incident thereto as the General Partner may deem advisable, appropriate or convenient. I. To deposit any monies or securities with any one or more banks, trust companies or other financial institutions deemed by the General Partner to be reasonable; such monies or other securities to be subject to withdrawal on notice, or on demand, and in such manner as the General Partner may determine, and the General Partner shall not be liable for any loss which may occur by reason of the failure of the per- son with whom PRINCIPLE GRAPEVINE RE LIMITED PARTNERSHIP AGREEMENT-Page 13 any monies or securities have been so deposited to account for any such monies or securities. J. To determine whether the legal title to the Partnership's real property, if any, shall be in the name of the Partnership or the names of some or all of the Partners or in some other manner. K. To employ any attorney, investment adviser, accountant, broker, tax specialist, or any other agent, and pay reasonable compensation for all services performed by any of them as a Partnership expense. L. To compromise, participate in mediation, submit to arbitration, release with or without consideration, extend time for payment, or otherwise adjust any claims in favor of or against the Partnership. M. To commence or defend any litigation with respect to the Partnership or any Partnership property, at the expense of the Partnership. N. To abandon any Partnership asset that the General Partner deems advisable. O. To take all acts, take part in any proceedings, and exercise all rights and privileges as could an absolute owner of Partnership property, subject to the limitations expressly stated in this Agreement and the faithful performance of the General Partner's fiduciary obligations. The enumeration of powers in this Agreement will not limit the general or implied powers of the General Partner or any additional powers provided by law. 7.2 Time Required of General Partner. The General Partner will not be required to devote their full time to the affairs of the Partnership, but will devote whatever time, effort and skill that may be reasonably necessaryfor the management of the Partnership's business. The General Partner shall have the right to employ and compensate advisors or managers, either in the capacity of an employee or an independent contractor, to attend to the day-to-day management of the business and property of the Partnership and to employ accountants,attorneys,and other advisors and charge the costs and expenses thereof to the Partnership. 7.3 Liability. Except as specifically disclaimed herein, the General Partner has fiduciary duties to the Partnership and to the Limited Partners equivalent to the duties of a director of a corporation formed under the TBOC. Subject to the foregoing, the General Partner shall not be liable for any act or omission performed or omitted under this Agreement beyond those in violation of the fiduciary duties described above;provided,however,thatthe General Partner shall not be relieved of liability due to fraud, bad faith, or gross negligence. 7.4 Managing General Partner. The General Partners, if more than one, may, by unanimous action, appoint a Managing General Partner of the Partnership. Such Managing General Partner shall be authorized to manage and control the business and assets of the PRINCIPLE GRAPEVINE RE LIMITED PARTNERSHIP AGREEMENT—Page 14 Partnership on such terms and conditions and for such tenure as set forth in a unanimous written consent of the General Partners appointing such Managing General Partner. A Majority Interest of the General Partners may remove a Managing General Partner. 7.5 Compensation. The General Partner shall be entitled to reasonable compensation for services rendered. In addition, the General Partner shall be entitled to be reimbursed for of all out-of-pocket costs and expenses incurred in the course of its service hereunder, including the portion if a General Partner's overhead, if any, reasonably allocable to Partnership business. 7.6 Independent Activities and Transactions with Affiliates. A. Independent Activities of General Partner. The General Partner and any of its Affiliates shall be required to devote only such time to the affairs of the Partnership as the General Partner determine in its sole discretion may be necessary to manage and operate the Partnership,and each such Person, to the extent not otherwise directed by the General Partner, shall be free to serve any other Person or enterprise in any capacity that it may deem appropriate in its discretion. B. Independent Activities of Class A Limited Partners. Except as provided for in Section 7.6C, each Class A Partner acknowledges that the other Class A Partners and their Affiliates are free to engage or invest in an unlimited number of activities or businesses, any one or more of which may be related to the activities or Line of Business of the Partnership, without having or incurring any obligation to offer any interest in such activities to the Partnership or any Class A Partner, and this Agreement shall not prevent any Partner from engaging in such activities, or require any Partner to permit the Partnership or any Partner to participate in any such activities.The Partners acknowledge that certain conflicts of interest may thus arise and hereby agree that the specific rights with respect to the Class A Partners' and their Affiliates'freedom of action provided in this Section 7.6 are sufficient to protect their respective interests in relation to such possible conflicts and are to be in lieu of all other possible limitations that might otherwise be implied in fact, in law, or in equity. This provision shall not apply to Class B Partners who have an affirmative duty to bring any business opportunities in the Line of Business first to the Partnership. C. Transactions with Affiliates. To the extent permitted by applicable law and except as otherwise provided in this Agreement,the General Partner,when acting on behalf of the Partnership, is hereby authorized to purchase property from, sell property to, or otherwise deal with any Partner, acting on its own behalf, or any Affiliate of any Partner, provided that any such purchase, sale, or other transaction shall be in the ordinary course of the Partnership's business and shall be made on terms and conditions that are no less favorable to the Partnership than if the sale, purchase, or other transaction had been entered into with an independent third party. D. Lending Transactions. Except as otherwise provided in this Agreement, each Partner and any Affiliate thereof may also lend money to, borrow money from, act as a surety, guarantor, or endorser for, guarantee or assume one or more specific obligations of, provide collateral for, and transact other business with the Partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a Person who is not a Partner, provided that, if a Partner acts as surety, PRINCIPLE GRAPEVINE RE LIMITED PARTNERSHIP AGREEMENT-Page 1S guarantor, or endorser for a Partnership obligation, such act shall be at no cost to the Partnership. The existence of these relationships and acting in such capacities will not result in the Limited Partners being deemed to be participating in the control of the business of the Partnership or otherwise affect the limited liability of the Limited Partners. 7.7 Indemnification for Partners. The Partnership shall indemnify, defend, protect and hold harmless each Partner and former Partner (the "Indemnified Partners") from and against all actions, suits or proceedings (whether civil, criminal, administrative, arbitrative or investigative) (collectively, "Proceedings"), and all other claims, demands, losses, damages, liabilities,judgments, awards, penalties, fines, settlements, costs and expenses (including court costs and reasonable attorneys' fees), arising out of the or such Partner's service or status as a Partner. THIS INDEMNITY SHALL APPLY TO MATTERS THAT ARISE OUT OF THE NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OR RESPONSIBILITY BY SUCH PARTNER; PROVIDED, HOWEVER, THAT THIS INDEMNITY SHALL NOT APPLY TO MATTERS ARISING OUT OF THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF THIS AGREEMENT BY SUCH PARTNER. The rights in afforded to Partners pursuant to this Section 7.7 shall continue in effect regardless of whether such Indemnified Partner remains as a Partner. A. Advance Payment.The right to indemnification conferred in this Section 7.7 shall include the right to be paid or reimbursed by the Partnership the reasonable expenses incurred by a Partner who was, is or is threatened to be made a named defendant or respondent in a Proceeding in advance of the final disposition of the Proceeding and without any determination as to the Partner's ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by such Partner in advance of the final disposition of a Proceeding, shall be made only upon delivery to the Company of a written affirmation by such Partner of its good faith belief that it has met the standard of conduct necessary for indemnification under this Section 7.7 and a written undertaking, by or on behalf of such Partner, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Partner is not entitled to be indemnified under this Section 7.7 or otherwise.The Partnership shall also pay or reimburse a Partner for reasonable expenses in connection with such Partner's appearance as a witness or other participation in a Proceeding. B. Nonexclusivity of Rights. The right to indemnification and the advancement and payment of expenses conferred in this Section 7.7 shall not be exclusive of any other right which a Partner or other person indemnified pursuant to this Section 7.7 may have or hereafter acquire under any Law, provision of the Certificate or this Agreement, agreement, vote of Partners or otherwise. C. Insurance. The Partnership may purchase and maintain insurance, at its expense, to protect itself and any person who is or was a Partner or is or was serving as a manager, officer, employee or agent of the Partnership against any expense, liability or loss. 7.8 Indemnification of Officers. Employees and Agents. The Partnership may, through separate agreement, indemnify and advance expenses to an officer, employee or agent of the PRINCIPLE GRAPEVINE RE LIMITED PARTNERSHIP AGREEMENT—Page 16 Partnership, to the same extent and subject to the same conditions under which it may indemnify and advance expenses to Partners under Section 7.7. SECTION 8 LIMITED PARTNERS 8.1 Limitation on Rights and Obligations of Limited Partners. A Limited Partner shall not be: (1) personally liable merely because of his or her interest in the Partnership, unless the Limited Partner otherwise agrees in writing with respect to a specified liability; (2)permitted to take part in the management or control of the business of the Partnership or to sign for or bind the Partnership, such power being vested solely and exclusively in the General Partner; (3)entitled to be paid any salary; or(4)except in connection with a dissolution pursuant to the other terms of this Agreement, permitted to file a complaint or institute any proceedings at law or in equity to have any part of the Partnership property partitioned or the partnership dissolved. 8.2 Securities Law Compliance. Neither the Partnership nor any General Partner (including any agent, employee, officer, or representative of a General Partner) has directly or indirectly offered any Ownership Interest for sale, or solicited any offer to buy an interest in the Partnership, by means of any general advertising or any other form of general solicitation,or in any other manner that would require the sale of such interests to be subject to the registration requirements of the Securities Act of 1933, as amended. SECTION 9 RESTRICTIONS ON TRANSFERS RIGHTS OF ASSIGNMENT, AND CONTINUATION OF PARTNERSHIP ON DEATH INCAPACITY, DISSOLUTION BANKRUPTCY, OR WITHDRAWAL OF A PARTNER 9.1 Prohibition Mainst Transfer of Partnership Interest. Except as otherwise provided in this Section 9, no Partner may sell, assign,transfer, mortgage, encumber, hypothecate, pledge or otherwise dispose of any part of such Partner's Units or other interest under this Agreement without the unanimous written consent of the Class A Partners. Any attempt to take such action shall be subject to the terms of this Agreement and the rights contained herein, and transfers in contravention of the terms of this Agreement shall be void. Notwithstanding anything to the contrary herein, an Employed Limited Partner is not permitted to initiate any assignment, sale, exchange or other transfer of Ownership Interest under sub-Sections 9.2-9.5, and 9.8. 9.2 Rights of Assignment of Partner to Permitted Transferee. A Class APartner may assign any or all of his or her Ownership Interest by gift, bequest by will, or sale or exchange, or othertransfer to a Permitted Transferee. The Permitted Transferee of such interest shall become a substitute Partner only at such time said assignee meets the conditions set forth in Section 10.2. 9.3 Sale or Exchange by an Interest Holder: Right of First Refusal for Other Partners. In the event a Class A Interest Holder desires to accept a bona fide offer.in writing to sell any or all of his or her Class A Ownership Interest to a Person other than a Permitted Transferee,the remaining Class A Partners shall have the option, exercisable within one-hundred twenty (120) days after written notice of the offer, to purchase all (but not less than all)of the Interest Holder's ClassAOwnership Interest subject to the offer,on the same price and terms set forth in such bona PRINCIPLE GRAPEVINE RE LIMITED PARTNERSHIP AGREEMENT—Page 17 fide offer, in proportion to their respective Class A Units of ownership in the Partnership (provided, however, if one remaining Class A Partner does not desire to exercise an option as to a proportionate share,the other remaining Class A Partners may exercise an option as to such proportionate share in proportion to their respective units in relation to each other). Should the remaining C I a s s A Partners fail to exercise the option as to all of the C I a s s A Ownership Interests subject to the offer and subject to prior compliance with Section 9.4, the transferring Interest Holder may consummate the sale or exchange pursuant to the bona fide offer, but if the sale is not closed 180 days after the remaining Class A Partners have allowed their option to expire, then the limitation on the transferring Interest Holder's right to sell shall again become subject to the provisions of this Section. The assignee of such interest (including a Partner who acquires an interest by exercise of this option) shall become a substitute General Partner or Limited Partner,as the case may be,only at such time said assignee meets the conditions set forth in Section 10.2. 9.4 Sale or Exchamie by an Interest Holder: Tag-Along Rights of Other Partners. In the event an Class A Interest Holder desires to accept a bona fide offer in writing to sell any or all of his or her Class A Ownership Interest to a Person other than a Permitted Transferee and the remaining Partners shall not have elected to exercise their rights pursuant to Section 9.3, the remaining Partners (the Tag-Along Sellers ) shall have the option to require that the selling Interest Holder (the "Initial Seller") sell a Pro Rata share of the Tag-Along Sellers' Ownership Interests to the proposed transferee on the terms set out in the Tag-Along Notice pursuant to the following procedure: A. Upon the occurrence a bona fide offer to sell any or all of his or her Ownership Interest to a Person other than a Permitted Transferee, the Initial Seller shall promptly give the other Partners a written notice (the "Tag-Along Notice") that contains the material terms of the applicable offer, including, at a minimum, the price, the method of payment and the proposed closing date. B. The Tag-Along Sellers shall have thirty (30) days from the date of receipt of such Tag-Along Notice to make a demand for the Initial Seller to cause the third party making the offer to buy the Initial Seller's Ownership Interest (the "Tag-Along Buyer") to purchase, on the same terms as offered to the Initial Seller, sufficient Ownership Interests of the Tag-Along Sellers so that the Tag-Along Buyer is purchasing a Pro Rata portion of Ownership Interests owned by the Initial Seller and the Tag-Along Sellers. Any demand under this Section 9.413 shall be made by written notice clearly indicating the Tag-Along Seller's intent to participate in the sale of the Initial Seller's Ownership Interest. C. On the closing date for the sale of the applicable Ownership Interests, the Initial Seller and the Tag-Along Sellers shall deliver to the Tag-Along Buyer documentation sufficient to transfer the Ownership Interests being conveyed free and clear of all liens, claims, and encumbrances, and in the applicable Pro Rata amount to satisfy the Tag- Along Buyer's offer of purchase. 9.5 Repurchase of Ownership Interests Upon Certain Events. In the event that a Class A Partner (i) suffers a Disabling Event or (ii) voluntarily withdraws from the Partnership, such Class A Partner (or the Partners representatives, as the case may be) shall have the option, exercisable within the sixty (60) day period following the occurrence of such Disabling Event or such withdrawal from the Partnership, to elect to have the Partnership repurchase such Partner's PRINCIPLE GRAPEVINE RE LIMITED PARTNERSHIP AGREEMENT—Page 18 Ownership Interest on the terms set forth in subparagraphs A and B below. A. Determination of Purchase Price. The purchase price for such Class A Ownership Interest shall be determined first by the mutual agreement of the transferring Interest Holder(or his representatives)and the purchasing Class A Partner(s). If the parties cannot agree on a price, the purchase price shall be determined by an independent appraiser mutually acceptable to the transferring Interest Holder (or his representative) and the Majority Interest of the purchasing Class A Partners. If the transferring Interest Holder (or his representative) and the purchasing Class A Partners cannot agree on an appraiser within thirty(30) days of the date that all parties receive notice of the Disabling Event or voluntary withdrawal of the Class A Partner(the"Trigger Date"), then each party (or their representative)will select one appraiser, and the two appraisers so selected shall then agree upon a third appraiser who will appraise the interest. B. Payment of Purchase Price. The purchase price may be paid upon such terms and conditions as mutually agreed upon by the parties. In the event the parties cannot agree upon the manner of payment,then the purchase price shall be paid in cash, and the closing shall be within one hundred eighty days (180) of the Trigger Date. No purchase may be effected until the Partnership and purchasing Partners cause the full release of the transferring Partner from all personal guarantees for liability for indebtedness secured by partnership property, either by negotiation with the current lender or refinancing. 9.6 Divorce of a Partner. In the event of the dissolution of marriage of a Partner (the "Divorced Partner") and their spouse and the transfer of any Ownership Interest of such Partner to the spouse pursuant to the divorce decree or other agreement incident to divorce, the Divorced Partner shall have the option to purchase from their former spouse for the sixty (60) day period immediately following the date of entry of a final decree of divorce or dissolution of marriage, all of the spouse's right, title, and interest in and to the Ownership Interest for a purchase price to be computed pursuant to the provisions of Section 9.5A. If not all of such Ownership Interest is acquired by the Divorced Partner during the foregoing 60-day period, then the Partnership shall have the option, exercisable within thirty(30)days after lapse of the Divorced Partner's purchase option pursuant to this Section, to purchase the former spouse's interest, with the purchase price and payment terms to be determined pursuant to the provisions of Section 9.5A and Section 9.56, respectively, and with the finalized divorce decree or dissolution of marriage serving as the Trigger Date for purposes of Section 9.5A. 9.7 Bankruptcy of a Partner. In the event that a Partner becomes the subject of an Insolvency Event, the Class A Partners shall have the option to purchase from the Partner subject to the Insolvency Event (the "Insolvent Partner") all of the Insolvent Partner's right, title, and interest in and to the Ownership Interest within sixty(60)days following the other Partners receipt of actual notice of the Insolvency Event. The purchase price and payment terms for such purchase of Class A Ownership Interests shall be determined pursuant to the provisions of Section 9.5A and Section 9.513, respectively, and the purchase of Class B Ownership Interests shall be determined pursuant to the provisions of Section 9.11,with the Partners' receipt of actual notice of the Insolvency Event serving as the Trigger Date for purposes of Section 9.5A. 9.8 Partner Buy-Sell Provisions. A Class A Partner (the "Offeror") may at any time make a buy-sell offer(the "Offer")to the remaining Class A Partners (collectively the "Offerees") PRINCIPLE GRAPEVINE RE LIMITED PARTNERSHIP AGREEMENT-Page 19 i by notifying the Offerees in writing of the exercise of this right and stating in such notice the cash price and other terms at which the Offeror is willing either to buy all the Ownership Interests owned by the Offerees, or to sell to the Offerees (in proportion to the remaining Partners' Ownership Interests)all of the Ownership Interests owned by the Offeror,with the price and other terms being the same for both the purchase and the sale. Unless otherwise provided in this Agreement, the Offer shall not be revocable once the aforesaid notice had been delivered to the Offerees. A. Offerees' Election. Within sixty (60) days after receipt by the Offerees ' of the Offeror's written notice of the Offer, any one or more of the Offerees shall send to the Offeror a written notice stating whetherthe Offerees elect(i)to purchase from the Offeror all the Ownership Interests owned by the Offeror at the price and other terms stated in the Offer, or (ii) to sell to the Offeror all the Ownership Interests owned by the Offerees at the price and other terms stated in the Offer. If all of the Offerees shall fail to notify the Offeror + whether it or they elect to buy or to sell within the time period specified above,such failure shall be conclusively deemed an election to sell all of the Offerees' Ownership Interests to the Offeror. In the event there is more than one Offeree and the Offerees make (or are deemed to make)differing elections with respect to the Offer,then the Offeree or Offerees who elect to purchase the Offeror's Ownership Interests shall also purchase the Ownership Interests of the other Offeree Members who have elected (or are deemed to have elected) to sell their Ownership Interests (and such other Offeree Partners shall sell all of their Ownership Interests to such purchasing Partners)at the price and other terms stated in the Offer. The Offeror shall be entitled to withdraw the buy-sell Offer by giving the Offerees written notice of the withdrawal prior to the earlier of (i) the date the Offerees give the Offeror written notice of its election to purchase or to sell pursuant to this Section 9.8 or, (ii)the date on which the Offerees shall be conclusively deemed to have elected to sell their or its Ownership Interests to the Offeror. B. Closinci of Sale. The closing of the sale shall be held at the Partnership's office (or at such other place as mutually agreed in writing) no later than sixty (60) days after the expiration of the notice period specified in paragraph A, above. At the closing, the purchasing Partner or Partners(the"Purchaser")shall deliver to the selling Partner or Partners (the Seller ) payment in full for the purchased Ownership Interests by certified or bank cashier's check, payable to the order of the Seller, unless alternative payment provisions are stated in the Offer. The Seller shall deliver to the Purchaser: (i)an executed assignment transferring all the Ownership Interests that are to be purchased; and, (ii) a certificate dated as of the closing date,containing a representation and warranty that on the closing date the Seller has transferred, or caused to be transferred, to the Purchaser good and marketable titled to all the Ownership Interests in question,free and clear of all claims, equities, liens, charges and encumbrances. 9.9 Continuation of Partnership on the Death Incapacity Withdrawal Dissolution, or Bankruptcy of a General Partner. Upon the death, Incapacity, withdrawal, dissolution, or bankruptcy of a General Partner,the Partnership shall be reconstituted by the remaining General Partner or by the remaining General Partner, if only one, who shall continue to carry on the Partnership business until the Partnership is terminated pursuant to Section 6 of this Agreement. If there is no remaining General Partner, then within ninety (90) days after such event, on a majority vote of the remaining Partners, one or more new General Partners may be appointed and shall continue to carry on the Partnership business until the Partnership is terminated pursuant to Section 6 of this Agreement. PRINCIPLE GRAPEVINE RE LIMITED PARTNERSHIP AGREEMENT-Page 20 9.10 Continuation of Partnership on the Death Incapacity Withdrawal or Bankruptcy of a Limited Partner. The death, Incapacity, withdrawal or bankruptcy of a Limited Partner shall not cause the dissolution of the Partnership. A guardian, conservator or other legal representative who is a Family Member shall have the power to act on the Incapacitated Limited Partner's behalf, but a non-Family Member shall not be authorized to exercise such Limited Partner's rights concerning the affairs of the Partnership. 9.11 Restrictions on Transfer and Reacquisition of Class B Units. If a Limited Partner owning Class B Units ceases to be an Employed Limited Partner for any reason, such Limited Partner shall cease to own or have any rights with respect to such Class B Units, and such Limited Partner's Class B Units shall be immediately deemed to be transferred to the Partnership.The Partnership shall pay to such Limited Partner the net book value of such Class B Shares within sixty (60) of the event causing such Employed Limited Partner to cease to be employed. Upon the reacquisition of any Class B Units in accordance with this Section 9.11, the General Partner shall modify the books and records of the Partnership to reflect such reacquisition. In the event of a dispute as to the purchase price, the accounting firm that regularly files the income tax return shall make a determination of such purchase price. and its determination shall be final and binding on the Partners. SECTION 10 OTHER RESTRICTIONS ON PARTNERSHIP INTERESTS 10.1 Mortgage of Partnership Interest. A Limited Partner shall not encumber, pledge, make an assignment for the benefit of creditors or otherwise subject his Partnership Interest or any Partnership property to any liens or any other type of security interest without the written consent of the General Partner and any such act without proper written consent shall be void and without force or effect. A General Partner may not do any of such acts without the written consent of a Supermajority Interest of the Limited Partners. 10.2 Admission of Substitute Partners. No Person receiving a General Partnership Ownership Interest shall be admitted as a substitute General Partner without the unanimous written consent of the Ownership Interests of the remaining Class A Partners, both Limited and General. No Person receiving a Limited Partnership Ownership Interest shall be admitted as a substitute Limited Partner without the written consent of the General Partner and of a Supermajority Interest of the Class A Limited Partners. The substitute General Partner or Limited Partner shall pay a transfer fee to the Partnership which is sufficient to cover all reasonable expenses connected with such sale,transfer,or assignment,and the admission of such Person as a substituted General Partner or Limited Partner within the meaning of the TBOC, including without limitation, the cost of preparing and filing for record an amendment to the Certificate in the Office of the Secretary of State in accordance with the provisions of the TBOC. Upon admission, such Person shall be subject to all provisions of this Agreement in the place and stead of his assignor as if originally a party to this Agreement. 10.3 Sale of Business or Partnership Interests. If the General Partner and a Supermajority Interest of the Class A Limited Partners elects to sell the Partnership's business structured either in the form of a sale of substantially all of its assets or a sale of the Ownership Interests, all of the Partners hereby agree to sell and agree to the method of structuring such sale, the purchase price, and terms of sale as decided by the General Partner and a Supermajority PRINCIPLE GRAPEVINE RE LIMITED PARTNERSHIP AGREEMENT—Page 21 Interest of the Limited Partners. Each Partner agrees to fully cooperate and by way of illustration and not limitation, specifically agrees to execute such documents to include assignments of the Partnership Interests or unanimous consents as is reasonably necessary to effect the transaction. It is further agreed by each Partner that in the event of the breach of the agreements set forth in this Section 10, the Partnership and the non-defaulting Partners may obtain specific performance from the defaulting Partners (in addition to any other remedies and damages available at law). SECTION 11 AccoUNTING 11.1 Fiscal Year. The fiscal year of the Partnership for accounting and income tax purposes shall be a calendar year. 11.2 Books. The books of account of the Partnership shall be kept and maintained at all times in the principal place of business of the Partnership and shall be separate and distinct from all other books and records of any individual or any other entity. 11.3 Banking Deposit and Withdrawal of Funds. The General Partnerwill be responsible for depositing Partnership funds in such accounts as it may establish from time to time in one or more financial institutions (including any state or federally-chartered bank or savings and loan association)and authorizing withdrawals of such funds by such persons, at such times and in such amounts as the General Partner may determine or designate. 11.4 Reports. The General Partner shall prepare and furnish to the Limited Partners, as an expense of the Partnership, annual, unaudited financial statements showing the operations of the Partnership. 11.5 Access to Books. Each Partner shall have the right at all reasonable times, during usual business hours, to audit, examine, and make copies of or extracts from the books of the Partnership. 11.6 Tax Returns. All tax returns of the Partnership are to be prepared by the Partnership's certified public accountant, at the expense of the Partnership. Any expense incurred in the preparation and review of the tax returns shall be at the expense of the Partnership. Copies of all such returns shall be furnished to all Partners within thirty(30)days following the filing of such returns or as soon thereafter as is reasonably possible. 11.7 Accountant. The Partnership's certified public accountant shall be selected by the General Partner. 11.8 Reciistered Agent and Initial Office, ABIGAIL G. KAMPMANN shall be the registered agent for the Partnership. The address of the initial registered office shall be 153 Treeline Park, Suite 200, San Antonio, Texas 78209. 11.9 Tax-Matters Representative. ABIGAIL G. KAMPMANN shall be the initial tax-matters Representative, if one is required. PRINCIPLE GRAPEVINE RE LIMITED PARTNERSHIP AGREEMENT—Page 22 SECTION 12 PARTNER MEETINGS 12.1 Partner Meetim_:s.'The General Partner may call a meeting of the Partners to review financial results, provide information concerning the Partnership's business or assets, or otherwise solicit the consent of the Partners for any one or more matters for which the Partners' consent is required under the terms of this Agreement. Any one or more Limited Partners owning in the aggregate at least 250 Units of limited partnership may require the General Partner to call a Partner meeting by delivering a written request for such meeting which includes the item or items to be discussed at the meeting. Partner meetings shall be held at the time and place specified by the General Partner in the notice of the meeting. 12.2 Notice of Meetinca. Written or telephonic notice stating the place, day and hour of the meeting and the purposes for which the meeting is called shall be delivered to each Partner not less than ten (14) days before the date of the meeting, either personally, by facsimile or by mail, by or at the direction of the General Partner. If mailed,such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the Partner at his address as it appears on the books of the Partnership, with postage thereon prepaid. 12.3 Consent of Partners. Where, under the terms of this Agreement,the consent of the Partners(whether Limited Partners, General Partner or both)is required with respect to any action or matter, a written consent signed by the Partners owning the number and type of partnership Units required with respect to the action or matter in question shall be conclusive evidence of such Partners' consent, regardless of whether a Partner meeting is called to discuss such action or matter. In the case of a Partner that is a corporation, partnership, limited liability company or trust, the consent of an authorized officer, partner, manager, member, trustee, agent or proxy, as the governing instruments of such entity may prescribe, shall be the consent of such Partner for the purposes of this Agreement. SECTION 13 MISCELLANEOUS 13.1 Execution of Documents. Each Partner agrees to execute, with acknowledgment or affidavit if required, any and all documents and writings which may be necessary or expedient in the creation of the Partnership and the achievement of its purposes, specifically including the Certificate and all amendments thereto, as well as any cancellation thereof. 13.2 Entirety. This Agreement embodies the entire understanding and agreement between the parties concerning the Partnership and supersedes any and all prior negotiations, understandings, or agreements in regard thereto. 13.3 G_overninq Laws, This Agreement shall be governed by and construed in accordance with the laws of the State of Texas (without regard to conflict of law principles). 13.4 Headings. The headings which have been used throughout this Agreement have been inserted for convenience of reference only and do not constitute matters to be construed in interpreting this Agreement. 13.5 Severabilit, If any one or more of the provisions of this Agreement, or the PRINCIPLE GRAPEVINE RE LIMITED PARTNERSHIP AGREEMENT—Page 23 applicability of any such provision to a specific situation, shall be held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it or its application valid or enforceable. 13.6 Counterparts. This Agreement may be executed in multiple counterparts each of which shall be an original but all of which shall constitute one instrument. it shall not be necessary that all parties hereto be signatory to the same counterpart. 13.7 Binding. This Agreement shall bind the Partners, their spouses, heirs, successors, assigns, and personal representatives. 13.8 Family Member. A"Family Member" or a "Family Member of a Partner", or similar words, for purposes of this Agreement is defined as the parents, spouses and lineal descendants of the initial Partners, or a trust for the benefit of such Family Members, a trust for the lifetime benefit of a Family Member's spouse in which all other beneficiaries are otherwise Family Members, or any entity in which 80%or more of the total equity and voting power is owned by such Family Members. 13.9 Creditors Not Benefitted. Nothing in this Agreement is intended to benefit any creditor of the Partnership or a Partner. No creditor of the Partnership or a Partner will be entitled to require the General Partner to solicit or accept any loan or additional Capital Contribution for the Partnership or to enforce any right which the Partnership or any Partner may have against a Partner, whether under this Agreement or otherwise. 13.10 Effective Date. It is agreed that this Agreement shall be effective as of the Effective Date, regardless of the date of the signatures of the Partners or of the date the last transfer of assets to the Partnership is finally completed. 13.11 Amendment of Agreement. This Agreement may be amended only by the unanimous written consent of the Partners. IN WITNESS WHEREOF, the parties execute this Agreement to be effective as of the first date written above. GENERALPARTNER PRINCIPLE AUTO SAN ANTONIO,LLC Name: ABIG LIA G KAMPMANN Title: MANAGER PRINCIPLE GRAPEVINE RE LIMITED PARTNERSHIP AGREEMENT-Page 24 i CLAASSSS�A LIMITED PARTNERS ABIGAIL G. KAMPMANN MARK L.SMITH Consent of Spouse to be Bound by All Provisions of this Agreement: J, ANETT1 SMITH Jf GEOR A. KAMPMANN 1R. 6 PRINCIPLE GRAPEVINE RE LIMITED PARTNERSHIP AGREEMENT—Page 25 t EXHIBIT A To PRINCIPLE GRAPEVINE, LTD, LIMITED PARTNERSHIP AGREEMENT INITIAL CONTRIBUTIONS Property Contributed by Abigail G. Kampmann Cash $5,100,000 Real Property in Tarrant County, Texas (per appraisal) $8,600,000 Less Proposed Toyota Motor Credit Loan (8,600,000) Property Contributed by Mark L. Smith $ 900,000 TOTAL $6,000,000 PRINCIPLE GRAPEVINE RE LIMITED PARTNERSHIP AGREEMENT—Page 26 EXHIBIT B PRINCIPLE GRAPEVINE, LTD LIMITED PARTNERSHIP AGREEMENT OWNERSHIP CAPITAL UNITS PERCENTAGE ACCOUNT Class A Limited PARTNERS Abigail G. Kampmann, Separate Property 850 85% $5,100,000 Mark L. Smith 150 15% $ 900,000 TOTALS 1,000 100.00% $6,000,000 PRINCIPLE GRAPEVINE RE LIMITED PARTNERSHIP AGREEMENT—Page 27 ORDINANCE NO. 2025-038 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS ISSUING CONDITIONAL USE PERMIT CU25-26 TO ALLOW FOR A 40-FOOT POLE SIGN, FOR BLOCK 1, LOT 1R, FIRST BAPTIST CHURCH OF GRAPEVINE ADDITION (2351 WILLIAM D. TATE AVENUE) IN A DISTRICT ZONED "CC", COMMUNITY COMMERCIAL DISTRICT ALL IN ACCORDANCE WITH A SITE PLAN APPROVED PURSUANT TO SECTION 47 OF ORDINANCE NO. 82-73 AND ALL OTHER CONDITIONS, RESTRICTIONS AND SAFEGUARDS IMPOSED HEREIN; CORRECTING THE OFFICIAL ZONING MAP; PRESERVING ALL OTHER PORTIONS OF THE ZONING ORDINANCE; PROVIDING A CLAUSE RELATING TO SEVERABILITY; DETERMINING THAT THE PUBLIC INTERESTS, MORALS AND GENERAL WELFARE DEMAND THE ISSUANCE OF THIS CONDITIONAL USE PERMIT; PROVIDING A PENALTY NOT TO EXCEED THE SUM OF TWO THOUSAND DOLLARS ($2,000.00); DECLARING AN EMERGENCY AND PROVIDING AN EFFECTIVE DATE WHEREAS, an application was made requesting issuance of a conditional use permit by making applications for same with the Planning and Zoning Commission of the City of Grapevine, Texas, as required by State statutes and the zoning ordinance of the City of Grapevine, Texas, and all the legal requirements, conditions and prerequisites having been complied with, the case having come before the City Council of the City of Grapevine, Texas, after all legal notices requirements, conditions and prerequisites having been complied with; and WHEREAS, the City Council of the City of Grapevine, Texas, at a public hearing called by the City Council did consider the following factors in making a determination as to whether this requested conditional use permit should be granted or denied: safety of the motoring public and the pedestrians using the facilities in the area immediately surrounding the site; safety from fire hazards and measures for fire control; protection of adjacent property from flood or water damages, noise producing elements, and glare of the vehicular and stationary lights and effect of such lights on established character of the neighborhood; location, lighting, and types of signs and relation of signs to traffic control and adjacent property; street size and adequacy of width for traffic reasonably expected to be generated by the proposed use around the site and in the immediate neighborhood; adequacy of parking as determined by requirements of this ordinance for off-street parking facilities; location of ingress and egress points for parking and off-street locating spaces, and protection of public health by surfacing on all parking areas to control dust; effect on the promotion of health and the general welfare; effect on light and air; the effect on the overcrowding of the land; the effect on the concentration of population; the effect on the transportation, water, sewerage, schools, parks and other facilities; and WHEREAS, the City Council of the City of Grapevine, Texas, at a public hearing called by the City Council of the City of Grapevine, Texas, did consider the following factors in making a determination as to whether this requested conditional use permit should be granted or denied; effect on the congestion of the streets, the fire hazards, panics and other dangers possibly present in the securing of safety from same, the effect on the promotion of health and the general welfare, effect on adequate light and air, the effect on the overcrowding of the land, the effect on the concentration of population, the effect on the transportation, water, sewerage, schools, parks and other public facilities; and WHEREAS, all of the requirements of Section 48 of Ordinance No. 82-73 have been satisfied by the submission of evidence at a public hearing; and WHEREAS, the City Council further considered among other things the character of the existing zoning district and its peculiar suitability for particular uses and with the view to conserve the value of buildings and encourage the most appropriate use of land throughout this City; and WHEREAS, the City Council of the City of Grapevine, Texas, does find that there is a public necessity for the granting of this conditional use permit, that the public demands it, that the public interest clearly requires the amendment, that the zoning changes do not unreasonably invade the rights of those who bought or improved property with reference to the classification which existed at the time their original investment was made; and WHEREAS, the City Council of the City of Grapevine, Texas, does find that the conditional use permit lessens the congestion in the streets, helps secure safety from fire, panic and other dangers, prevents the overcrowding of land, avoids undue concentration of population, facilitates the adequate provisions of transportation, water, sewerage, schools, parks and other public requirements; and WHEREAS, the City Council of the City of Grapevine, Texas, has determined that there is a necessity and need for this conditional use permit and has also found and determined that there has been a change in the conditions of the property surrounding and in close proximity to the property requested for a change since this property was originally classified and, therefore, feels that the issuance of this conditional use permit for the particular piece of property is needed, is called for, and is in the best interest of the public at large, the citizens of the City of Grapevine, Texas, and helps promote the general health, safety and welfare of this community. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS: Ordinance No. 2025-038 2 CU25-26 Section 1. That the City does hereby issue a conditional use permit in accordance with Section 48 of Ordinance No. 82-73, the Comprehensive Zoning Ordinance of the City of Grapevine, Texas, same being also known as Appendix "D" of the City Code, by granting Conditional Use Permit CU25-26 to amend the previously approved site plan CU21-04 (Ordinance No. 2021-012) to allow the addition of a sales building for a Vantas/Karma automobile dealership. This request is specifically to allow for a 40-foot pole sign within the following described property: Block 1, Lot 1 R, First Baptist Church of Grapevine Addition (2351 William D. Tate Avenue) all in accordance with a site plan approved pursuant to Section 47 of Ordinance No. 82-73, attached hereto and made a part hereof as Exhibit "A", and all other conditions, restrictions, and safeguards imposed herein, including but not limited to the following: None. Section 2. That the City Manager is hereby directed to amend the official zoning map of the City of Grapevine, Texas, to reflect the herein conditional use permit. Section 3. That in all other respects the use of the tract or tracts of land herein above described shall be subject to all the applicable regulations contained in said City of Grapevine zoning ordinance and all other applicable and pertinent ordinances of the City of Grapevine, Texas. Section 4. That the zoning regulations and districts as herein established have been made in accordance with the comprehensive plan for the purpose of promoting health, safety, morals and the general welfare of the community. They have been designed with respect to both present conditions and the conditions reasonably anticipated to exist in the foreseeable future; to lessen congestion in the streets; to secure safely from fire, panic, flood and other dangers; provide adequate light and air; to prevent overcrowding of land, to avoid undue concentration of population; facilitate the adequate provisions of transportation, water, sewerage, drainage and surface water, parks and other public requirements, and to make adequate provisions for the normal business, commercial needs and development of the community. They have been made with reasonable consideration, among other things, of the character of the district, and its peculiar suitability for the particular uses and with a view of conserving the value of buildings and encouraging the most appropriate use of land throughout the community. Section 5. That this ordinance shall be cumulative of all other ordinances of the City of Grapevine, Texas, affecting zoning and shall not repeal any of the provisions of said ordinances except in those instances where provisions of those ordinances which are in direct conflict with the provisions of this ordinance. Section 6. That the terms and provisions of this ordinance shall be deemed to be severable and that if the validity of the zoning affecting any portion of the tract or tracts of land described herein shall be declared to be invalid, the same shall not affect the validity of the zoning of the balance of the tract or tracts of land described herein. Section 7. That any person violating any of the provisions of this ordinance shall be deemed guilty of a misdemeanor and upon conviction thereof shall be fined in a sum Ordinance No. 2025-038 3 CU25-26 not to exceed Two Thousand Dollars ($2,000.00) and a separate offense shall be deemed committed upon each day during or on which a violation occurs or continues. Section 8. That this ordinance shall become effective from and after the date of its final passage. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF GRAPEVINE, TEXAS on this the 15th day of JULY, 2025. APPROVED: William D. Tate Mayor ATTEST: Tara Brooks City Secretary APPROVED AS TO FORM: Matthew C.G. Boyle City Attorney Ordinance No. 2025-038 4 CU25-26 LANDSCAPE PLAN SITE PLAN LOCATION MAP 1. SHRUBS SHALL BE A MINIMUM OF TWO(2)FEET IN HEIGHT WHEN 1. REFUSE DISPOSAL AREAS SHALL BE LANDSCAPED AND SCREENED FROM VIEW IN ACCORDANCE WITH ZONING ORDINANCE 4 Gore MEASURED IMMEDIATELY AFTER PLANTING.HEDGES,WHERE w,% INSTALLED,SHALL BE PLANTED AND MAINTAINED TO FORM A 2. MECHANICAL AND ELECTRICAL EQUIPMENT INCLUDING AIR CONDITIONING UNITS,SHALL BE DESIGNED,INSTALLED,AND OPERATED TO MINIMIZE NOISE IMPACT ON SURROUNDING PROPERTY. CONTINUOUS,UNBROKEN,SOLID,VISUAL SCREEN WHICH WILL BE ALL SUCH EQUIPMENT SHALL BE SCREENED FROM PUBLIC VIEW IN ACCORDANCE WITH ZONING ORDINANCE. THREE(3)FEET HIGH WITHIN ONE(1)YEAR AFTER TIME OF s1s1 sAN TON,TEXAS 77656 ST,SUITE 1Too HOUS 7 PLANTING. 3. OPEN STORAGE,WHERE PERMITTED,SHALL BE SCREENED IN ACCORDANCE WITH THE ZONING ORDINANCE. L 13660.6 02 W W W.GOREE.COM 2. ALL REQUIREMENTS OF THE CITY OF GRAPEVINE SOIL EROSION 4. THE MASONRY REQUIREMENTS OF SECTION 54 OF THE ZONING ORDINANCE SHALL BE MET _ CONTROL ORDINANCE SHALL BE MET DURING THE PERIOD OF CONSTRUCTION. 5. ILLUMINATED SIGNAGE WAS INCLUDED IN THE DETERMINATION OF THE SITE ILLUMINATION LEVEL j' 6. OUTDOOR LIGHTING SHALL COMPLY WITH ILLUMINATION STANDARDS WITHIN SECTION 55 OF THE ZONING ORDINANCES UNLESS SPECIFICALLY EXCEPTED 7. PROPOSED GROUND SIGNAGE SHALL MEET THE MINIMUM REQUIREMENTS OF SECTION 60 OF THE ZONING ORDINANCES AND IS CONTINGENT UPON APPROVAL OF A SEPARATE BUILDING PERMIT WITH BUILDING SERVICES - Q ., - 8. ALL ONSITE ELECTRICAL CONDUCTORS ASSOCIATED WITH NEW CONSTRUCTION SHALL BE LOCATED UNDERGROUND. 9. USES SHALL CONFORM IN OPERATION,LOCATION,AND CONSTRUCTION TO THE FOLLOWING PERFORMANCE STANDARDS IN SECTION 55 OF THE ZONING ORDINANCES:NOISE,SMOKE AND PARTICULATE MATTER,ODOROUS MATTER,FIRE AND OR EXPLOSIVE HAZARD MATERIAL,TOXIC AND NOXIOUS MATTER,VIBRATION,AND/OR OTHER PERFORMANCE STANDARD. OVERALL SITE PLAN e d 10.ALL REQUIREMENTS OF THE CITY OF GRAPEVINE SOIL EROSION CONTROL ORDINANCE SHALL BE MET DURING THE PERIOD OF CONSTRUCTION, FOR PRINCIPLE VOLKSWAGEN 00 I _ 2351 WILLIAM D TATE AVENUE ADJACENT ZONING "CC"COMMUNITY COMMERCIAL DISTRICT BlOCK1,LOT IRA FIRST BAPTIST CHURCH OF GRAPEVINE ADDITION FIRST BAPTIST CHURCH OF GRAPEVINE, BLOCK 1, LOT 2 ABSTRACT NO.:53Q,AND J.FAY SURVEY 9.10 2E N MBE 467 SQ.FT) s N ` 1 ___ o ZONE:CC COMMUNITY COMMERCIAL cy)i — _' ^� \ _-.-_- N 55 24 43"w 807 27 DATE OF PREPARATION JUNE 27TH 2025 r .. t'VS NAME:PRINCIPLE VOLKSWAGEN CD � CASE NUMBER CU25-26 Z (O _ I LOCATVY4.2351 WILLIAM D.TATE AVE. - X PRE-OWNED \ F m A SEC TA p. W � � 4 FACILITY co Q i i 9,864 SF ' : m Lf) L t ' LL Ill N , I<1 N = IPYLON LA TN4 A I ���T 1NG I InO SIGNAGE .\. r \ o < U 3 I Z mil : M LLJ ... Z Qti W f ' :.. RAN (� Q _ DATA L1J Z 1 F _ 1 (� IW- -► FIRE LANE \\ ' \ + + �� _ HEET 4 0 (n- W Q = R I ~ ", : M APPRCIVAL DOES NOT AUTHORIZE MY VVCRK IN CONFLICT a UJ u b 4 y V r :.: t TH ANY CODES OR ORDINANCES, PLANNING SERVICES W ¢ Q �: \: a J � -- C1 j -- r U) VOLKWAGEN FACILITY ♦ t FIRE LAN ♦ "...,, ,�,,, O z � J w w i - 29,791 SF ' ...E.,; O 0. N O p cwn - / LA a f S 57 5 o eL t,`o'S. i �PN� 16��E 198.08' W ����°�� �° RE ,/ (� _ 6p2 y3 41 +P� I A 1 B LIGHTING LEVELS AT PROPERTY LINE OF .� 'g2 I I ` S INCLUDING FROM THE PROPOSED POLE W - - - SIGN, SHALL NOT EXCEED 3.0 0 PROJECT A1949NUMBER w - FOOTCANDLES-------- ------ ------ - y ISSUE DATE j I 06/27/2025 = ADJACENT ZONING "CC"COMMUNITY COMMERCIAL DISTRICT ICLASSIC HUMMER ADDITION, BLOCK 1R1, LOT 1R2 j SHEET NAME. SCALE: 1° - 1 OOP N OVERALL SITE PLAN g SHEET NUMBER 0 2550 100 200 1 OF 4 LIGHTING LEVELS AT PROPERTY LINE, INCLUDING FROM THE DIMENSIONED SITE PLAN Gore PROPOSED POLE SIGN, SHALL NOT ADJACENT ZONING "CC"COMMUNITY COMMERCIAL DISTRICT EXCEED 3.0 FOOTCANDLES FOR 5151 SANFELIPEST,S1700 PRINCIPLE VOLKSWAGEN HOUSFELI 7705 TEXAS SUITE FIRST BAPTIST CHURCH OF GRAPEVINE, BLOCK 1, LOT 2 2361 WILLIAM D TATE AVENUE WW713.880.6102 o BLOCK1,LOT IRA FIRST BAPTIST CHURCH OF GRAPEVINE W.GOREE.COM Y Conditional Use Permit CU25-26 is a ADDITION p U request to amend the previously CITY OF GRAPEVINE,TARRANT COUNTY,TEXAS 76501 Q ABSTRACT NO.:530,AND J.FAY SURVEY CIO approved site plan of CU21-04(Ord. CASE NUMBER:CU25-26 PROPERTY LINELu 002 TYP. 2021-012)for an automobile dealership 9.102 AC.(396,467 SOFT) with sales and service of new and used ZONE.CC COMMUNITY COMMERCIAL 10 J004 t\ 5 24,43"W 80 DATE OF PREPARATION:JUNE 27TH,2025 7 (10 B vehicles, to allow for the addition of a sales building for Vantas/Karma ------------------------------------------------------- 4 007 ) 27 ' CA NAME,PRINCIPLE VOLKSWAGEN O, 007 (10) / automotive dealership. This request is CASE.NUMBER, CU25-26 00 o ♦' + ' L/ 007 (s) " specifically to add a 40-foot pole sign L Tt 2351 WILLIAM D.TATE AVE. -I , adjacent to William D.Tate Avenue, on w TYP. 002 �a' 007 the north side of the main entrance. An w c CUSTOMER ` (10) IAA ` ';,;;-QRETARY x rn (5) existing monument adjacent to William D. ' Tate Avenue will be removed. LIT a r co r o O 001 NEW 40'VW POLE SIGN PLAN NN AND toMtSI N C/) o O z 002 EXISTING LANDSCAPE i 004 - TREE/BUSHES EXISTING -� w— _ 003 EXISTING PIPE RAILING i CHAIRMAN 'TYP. 003 - — ♦ t VANTAS KARMA > FACILITYti _ 004 EXISTING LANDSCAPE SETBACK AT LO ♦ o 0 0 o UJ — — 005 EXISTING FUEL TANK LLJ O W SHEET 006 EXISTING DUMPSTER 2 4 Z (D N 25'-0'" ' , ENCLOSURE H p r Z SETBACK APP WAL ',�N T AUT O ANY WCRK IN CONFLICT W —1 '-2' 25'-0,, 007 EXISTING INVENTORY PARKING WITH ANY CODES OFUNAN- s G. WUi 008 EXISTING DISPLAY PARKING � NvcSPATMT Z N � Q 009 EXISTING CUSTOMER PARKING = CAh 001 FIRE LANE 010 EXISTING EMPLOYEE PARKING U. LU N 0 In ~ ` ' 011 EXISTING MONUMENT SIGN TO < = m Q .� 35'-0" ,� 002 TYP. ' BE REMOVED W U = W W ; TYP. OO2 SITE DATA SUMMARY TABLE" Q a V/ W v b Il q 7 O^ SYNOPSIS LOT 1R.BLOCK 1 USED CAR BUILDING TOTAL Z z (D m , Op ZONING CC COMMUNITY COMMERCIAL CC COMMUNITY COMMERCIAL W Y -01 O LAND USE AUTOMOTIVE DEALERSHIP AUTOMOTIVE DEALERSHIP U) a LOT AREA 9 102 AC(396,467 SO.FT) J Q Z } N BUILDING FOOTPRINT AREA 28,693 SF 9 864 SF O W '- LL L _____-. _ C a W _ ' 2ND FLOOR AREA 1,670 SF Q Q. Q TOTAL BUILDING AREA 30,363 SF 9,864 SF 40,227 SF Q UJ � -' EXISTING Of ' ♦ BUILDING HEIGHT 36'-0",2-STORY 20'-0",1 STORY -J } w d o o VOLKWAGEN FACILITY L) "�' LOT COVERAGE 7.60%OF,SITE 2.50%OF SITE 10.15% W J w 1 U) OO4 O O ' FLOOR AREA RATIO 0.076:1 0.025:1 0.115:1 - � J O O G PARKING Z J - � ° F (n 2 1�G PROPOSED PARKING RATIO: 1 SP./2,000 SF OF SITE AREA N) REQUIRED PARKING 199 SPACES ^ co > w � {L N p 1 30 -0 s s t CUSTOMER PARKING PROVIDED 16 SPACES(INCL.2 HC) (3) 009 EMPLOYEE PARKING PROVIDED 31 SPACES / ' INVENTORY PARKING PROVIDED 448 SPACES oU DISPLAY PARKING PROVIDED 100 SPACES 009 (8) �ir� F RE N� 0�1 — .- - OF-I� ACCESSIBLE PARKING PROVIDED 2 SPACES o EL w ti' �121 ACCESSIBLE PARKING PROVIDED 2 SPACES (V o U 'L iV ' TOTAL PARKING PROVIDED 597 SPACES(INCL.2 HC) �' ➢°° o Co GO ` 009 (5) ' cr ' 003 TYP. o O O : 1 IMPERVIOUS AREA 227,330 SF 7`1 OF SITE B PERVIOUS AREA 138,774 SF 35%OF SITE �- 002 TYP. \�131 6p2 53 - ' qTF°OF TYP. 003 � 13„ PROJECT NUMBER l 'o 004 A1949 m ISSUE DATE PROPER y�0 06/27/2025 SHEET NAME 003 TYP. o DIMENSIONED SITE NE. PLAN A SCALE: 1" = 80' - ADJACENT ZONING "CC"COMMUNITY COMMERCIAL DISTRICT o SHEET NUMBER CLASSIC HUMMER ADDITION, BLOCK 1R1, LOT 1R2 0 2040 80 160 2 O F 4 � SLUE,UATA SUMMARY TABLE ZONING CC COMMUNITY COMMERCIAL CC COMMUNITY COMMERCIAL Gore LAND USE AUTOMOTIVE DEALERSHIP AUTOMOTIVE DEALERSHIP �DJ�CENT����� "��,���K8���� SYNOPSIS LOT 1R.BLOCK I USED CAR BUILDING TOTAL DIMENSIONED SITE PLAN BUILDING FOOTPRINT 28,693 SF 9,864 SF -66-6102 - ADDITION COMMERCIALDISTRICTTOTAL BUILDING AREA 30,363 SF 9,864 SF 40,227 SF � FIRST BAPTIST CHURCH OF BUILDING HEIGHT 2Y 0.,I STORY ABSTRACT NO.:530,AND J.FAY SURVEY lie LOT COVERAGE 7,60%OF SITE 2.50%OF SITE 10,15% CASE NUMBER:CU25-26 GRAPEVINE, BLOCK 1 LOT ZONE:CC COMMUNITY COMMERCIAL PARKING DATE OF PREPARATION:JUNE 27TH,2025 LU PROPOSED PARKING RATIO! I SPd2,000 SF OF SITE AREA 004 REQUIRED PARKING 199 SPACES CASE NAME, PRINCIPLE VOLKSWAGEN CUSTOMER PARKING PROVIDED 16 SPACES(INCL 2 HC) CASE.NUMBER, CU25-26 EMPLOYEE PARKING PROVIDED 31SPACES 807-27' INVENTORY PARKING PROVIDED 448 SPACES DISPLAY PARKING PROVIDED 100SPACES ACCESSIBLE PARKING PROVIDED 2 SPACES --M007y,1-,)7 ACCESSIBLE PARKING PROVIDED TOTAL PARKING PROVIDED 597 SPACES(INCL.2 HC) 007 IT I DATE IMPERVIOUS AREA 227T330 BE 157%OF SITE PLANNING AND Z014ING 00141AISSIM CHAIRMAN DATE UU WTH ANY CODES OR OFOINANCES, Ui PLANNfING SERVICES DEPARTMENT LIGHTING LEVELS AT PROPERTY LINE, C�- 0 INCLUDING FROM THE PROPOSED POLE c, CN) SIGN, SHALL NOT EXCEED 3.0 FOOTCANDLES Conditional Use Permit CU25-2Giaa request to z amend the previously approved site plan of < cx CU21-O4 (Ord. 2021-012)for anautomobile 1- - 0g dealership with sales and service of new and used vehicles,to allow for the addition ofesales ~° uu N building for Vantaa/Karma automotive dealership. - FIRE LANE - - ~-� This request in specifically hn add a4O-fontpole sign adjacent hn William D.Tate Avenue, onthe IL -~ north side of the main entrance.Anexisting monument adjacent ho William D.Tate Avenue will z be removed. co0 001 NEW 40'VW POLE SIGN a PROPERTY LINE 003 EXISTING PIPE RAILING GO eL 11,"- ENCLOSURE 007 EXISTING INVENTORY PARKING PROJECT NUMBER 008 EXISTING DISPLAY PARKING ADJACENT ZONING "CC"COMMUNITY A1949 009 EXISTING CUSTOMER PARKING ISSUE DATE COMMERCIAL DISTRICT 010 EXISTING EMPLOYEE PARKING 06/27/2025 CLASSIC HUMMER ADDITION, BLOCK SHEET NAME BE REMOVED DIMENSIONED SITE PLAN B SHEET NUMBER 0 20 " 80 160 -` �� N 3 0V 4 N SIGNAGE ELEVATION Gore FOR 6151 SAN FELIPE ST,SUITE 1700 PRINCIPLE VOLKSWAGEN HOUSTON,TEXAS 77056 2351 WILLIAM D TATE AVENUE 713.660.6102 11'-6 1/2" BLOCKI,LOT IRA FIRST BAPTIST CHURCH OF GRAPEVINE W W W.GOREE.COM L ADDITION 11'-6 1/2" ABSTRACASEONUMBER:CU25.26 SURVEY 9.102 AC.(396,467 SOFT) co c ZONE:CC COMMUNITY COMMERCIAL _61` , 1'-11" 1 O DATE OF PREPARATION:JUNE 27TH,2025 \\ _u_u_u_ u_u_u_u_u_u_u_u_u_u_u_u_u_u_u_u_u_u_u_u_u_u_u_a_u_u_u_u_u_u_u_u_u_u_u_u_u_u_u_ _1 CASE NAME PRINCIPLE VOLKSWAGEN w A NUMBER, CU25-26 °7'-4 1/2" LOCATIM2351 WILLIAM D.TATE AVE. M ,AY ITAY 2�! �0- o� OATF' o w ozo PLANNING AND ZCNING WAPaS S z -...--- ---..... ----- 48 SF SIGNAGE EACH SIDE ( MAN ATE LO 96 TOTAL SF SIGNAGE Lt1 O _ -------- GHEE 4 F 4 Z > X (7'-6 1/2")x(6'-2 13/16")=48 SF APPRUiAL ASS NET AUTHORIZE ANY WORK IN NT LLI Tdi ANY CODESORO IN S n. ~ ij P NtNSERVICESDEPART ENT � z N o /;® LLL W N � oIn uj W r Z _ �01 6,1 M J (n w M � ' W Q CDa J � NEW VW POLE U a Y SIGN z v- O co > p Nm d N a � W QN J eLw cti' N�gTF 2341 +Q�J — PROJECT NUMBER A1949 ISSUE DATE 06/27/2025 SHEET NAME LL SITE SIGNAGE 3 SIGNAGE ELEVATION POLE SIGNAGE 3D POLE SIGNAGE 3/16" = 1' O" 2 g SHEET NUMBER - 1/32 = 1'-O" 4OF4