HomeMy WebLinkAboutOrd 788 Accepting a donation of land from Fidelity or a Fire Station or other municipal uses TOWN OF WESTLAKE
ORDINANCE NO. 788
AN ORDINANCE ACCEPTING A DONATION OF LAND AT THE NORTHWEST
CORNER OF FM 1938 AND DOVE ROAD, FOR A FIRE STATION AND OTHER
MUNICIPAL USES, AUTHORIZING THE TOWN MANAGER TO SIGN ALL
NECESSARY AGREEMENT AND DOCUMENTS, AUTHORZING ACQUISITION OF
AND PAYMENT FOR TITLE INSURANCE, PROVIDING FOR OTHER MATTERS,
PROVIDING FOR SEVERABILITY AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, certain the Town of Westlake provides fire protection for its citizens
WHEREAS,the Town of Westlake finds it in the interest of its citizens and the health,
safety and welfare of the Town to accept a donation of property for municipal uses, including a
fire station, and other municipal and beneficial uses;
WHEREAS,the Town of Westlake is legally authorized to accept said donation; and
WHEREAS, all legal prerequisites for the passage of this Ordinance have been met,
including but not limited to the requirements of the Texas Open Meetings Act and the Town
Charter; and
WHEREAS,Town Council has found that the passage of this Ordinance serves the best
interests of the health, safety, and welfare of the public.
NOW, THEREFORE,BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN
OF WESTLAKE, TEXAS:
SECTION 1: All matters stated hereinabove are found to be true and correct and are
incorporated herein by reference as if copied in their entirety.
SECTION 2: That the Donation Conveyance Agreement attached hereto as Exhibit 1
and incorporated herein is hereby approved and the Town Manager is authorized to execute said
Agreement and all associated documents, and authorizing the acquisition of and payment for
Title Insurance.
SECTION 3: All rights and remedies of the Town of Westlake, Texas, are expressly
saved as to any and all violations of the provisions of the prior ordinance sections which existed
at the time of the effective date of this Ordinance; and, as to such accrued violations and all
pending litigation, both civil and criminal, whether pending in court or not, under such
ordinances, the same shall not be affected by this Ordinance but may be prosecuted until final
disposition by the courts.
Ordinance 788
Page 1 of 2
SECTION 4: It is hereby declared to be the intention of the Town Council of the Town
of Westlake, Texas, that sections, paragraphs, clauses and phrases of this Ordinance are
severable, and if any phrase, clause, sentence, paragraph or section of this Ordinance shall be
declared legally invalid or unconstitutional by the valid judgment or decree of any court of
competent jurisdiction, such legal invalidity or unconstitutionality shall not affect any of the
remaining phrases, clauses, sentences, paragraphs or sections of this Ordinance since the same
would have been enacted by the Town Council of the Town of Westlake without the
incorporation in this Ordinance of any such legally invalid or unconstitutional, phrase, sentence,
paragraph or section.
SECTION 5: This Ordinance shall be cumulative of all provisions of ordinances of the
Town except where the provisions of this Ordinance are in direct conflict with the provisions of
such ordinances, in which event the conflicting provisions of such ordinances are hereby
repealed.
SECTION 6: This ordinance shall take effect immediately from and after its passage as
the law in such case provides.
PASSED AND APPROVED ON THIS 22nd DAY OF AUGUST 2016.
/ ,
Laura Wheat, Mayor
ATTEST:
Kelly Edward , Town Secretary Thomas E. Bryme , T wn Manager
APPROVED AS TO FORM: SOF WEST
L. S nton Lowr , Town Attorney
7-E)(NS
Ordinance 788
Page 2 of 2
TREE LINE —
v / 980.72
/ 15 UNDERGROUND UTILITY EASEMENT
SURVEY
LIMITS
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-----_----
BSC 10' WATER LINE EASEMENT
D=24° 37' 49" /
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25' 3211
R=1100.00' 167.77'
2T=24jL=4 '
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VARIABLE WIDTH SLOPE EASEMENT
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5.03 ACRE TRACT DESCRIPTION \\ \\ 1 1 II I I� ', 1 1 / `� \ ; I / I U- Q
BEING a 5.03 acre tract of land out of the Memucan Hunt Survey, Abstract \
No. 756, Tarrant County, Texas and also being a portion of Lot 1 , Fidelity
Investments Addition, Phase 1 , an addition to the Town of Westlake, as S53° 51 031
recorded in Cabinet A, Slide 11041 , Plat Records, Tarrant County, Texas. Said 41.67
5.03 acre tract of land being more particularly described by metes and �\ \ l � � 1 II lI 1 I I 4=8° 51 52"
bounds as follows: '9iQj �� �I \ �� `� 1 11 ' I� I� 'l II I / ;I;Ii Ili I R=1617.50'
L=250.25'
BEGINNNG at a point located at the intersection of the north right—of—way line O ��� v 11 I li II i I� �� ,/ /;; li I I I S4.00'24"W
� �� ��A vA v I I I I �I �� Lc=250.00'
of Dove Road (a variable width right—of—way) and the west right—of—way line �,y I \ \\\ \ \ ( I I i VISIBILITY EASEMENT III I
of Davis Boulevard (a variable width right—of—way); �0
J A=26° 52 50
THENCE North 80'4353" West, following along the north right—of—way line of R=994.00
T=237.54'
said Dove Road, a distance of 76.29 feet to a point, being the point of
curvature of a tangent curve to the right, having a delta of 26°52'49"' a L=466.34
N67°17'28"W
radius of 994.00 feet and a long chord of North 76'17'28" West, 462.07 feet; Lc=462.07
THENCE along said tangent curve and continuing along said north right—of—way
line, an arc distance of 466.34 feet to a point;
THENCE North 53°51 '03" West, continuing along said north right—of—way line, a
distance of 41 .67 feet to a point, being the beginning of a tangent curve to N80° 43' 53"W POINT OF BEGINNING
the left having a delta of 24°37'50", a radius of 1100.00 feet and a long 7629'
chord of North 66°09'58" West, 469.24 feet;
THENCE along said tangent curve and continuing along said north right—of—way
line, an arc distance of 472.87 feet to a point;
THENCE North 89°16'54" East, leaving said north right—of—way line, a distance
of 980.72 feet to a point, being located in the west right—of—way line of said
Davis Boulevard;
THIS TOPOGRAPHIC SURVEY IS FROM OWNER PROVIDED INFORMATION AND DOES
THENCE South 00°2532" East, following along said west right—of—way line, a NOT REPRESENT A PLATTED OR DEEDED TRACT AND IS NOT TO BE USED AS A
distance of 167.77 feet to a point, being the point of curvature of a tangent BOUNDARY SURVEY.
curve to the right, having a delta of 8'51 '52", a radius of 1617.50 feet and
a long chord of South 04°00'24" West, 250.00 feet;
"rnl
THENCE along said tangent curve and continuing along said west right—of—way
line, an arc distance of 250.25 feet to the POINT OF BEGINNING and
CONTAINING 218,939 square feet or 5.03 acres of land more or less. GRAPHIC SCALE 1 "=50'
LEGEND
THE DESCRIPTION ABOVE IS FROM OWNER PROVIDED INFORMATION AND DOES NOT
M . H . = MANHOLE 50 0 50 100
REPRESENT A PLATTED OR DEEDED TRACT. B/C = BACK OF CURB
WV = WATER VALVE TOPOGRAPHIC SURVEY
0
C = IRRIGATION CONTROL VALVE
5.03 ACRE TRACT
Q
TELE = TELEPHONE
FH = FIRE HYDRANT LOCATED IN THE
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BENCHMARK CONTROL:
TOWN OF WESTLAKE Graham Associatesjnc.
C:)W N CONSULTING ENGINEERS & PLANNERS
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°O � I ARLINGTON,TEXAS 76011 (817)640-8535
(=N w TBPE FIRM:F-11911TBPLS FIRM:101538-00
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0 'm ¢ N Ordinance 788
0 0 ,,, w DATE: 12/15/2015 SHEET 1 OF 1
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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.
THE STATE OF TEXAS §
COUNTY OF TARRANT §
THAT FMR TEXAS I, LLC, a Delaware limited liability company ("Grantor"), for and
in consideration of the furtherance of Grantor's and Grantee's charitable and civic purposes and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and confessed, has GRANTED, BARGAINED, SOLD and CONVEYED and by
these presents does GRANT, BARGAIN, SELL and CONVEY unto TOWN OF WESTLAKE,
a Type A General Law Municipality ("Grantee"), whose address is 1301 Solana Boulevard,
Building 4, Suite 4202, Westlake, Texas 76262,Attn: Town Manager, and for the uses described
herein, subject to the conditions and limitations set forth below, that certain tract of real property
situated in Tarrant County, Texas and described in Exhibit "A" attached hereto and made a part
hereof for all purposes, together with all and singular the rights, privileges, hereditaments, and
appurtenances pertaining to such real property, including any and all improvements and fixtures
currently attached to and located thereon(collectively,the "PropertX").
There is hereby reserved for Grantor and Grantor's successors and assigns, all of
Grantor's interest in the water, oil, gas and other minerals that are in and under the Property and
that may be produced from it (all of which interests are excluded from the definition of -
"Property"); provided, however, Grantor shall not have the right of ingress and egress over the
surface of the Property for mining, drilling, exploring, operating, and developing such water, oil,
gas and other minerals. Notwithstanding anything to the contrary, nothing herein shall be
construed as preventing Grantor and Grantor's successors and assigns from developing or
producing the water, oil, gas and other minerals in and under the Property by pooling or by
directional or horizontal drilling under the Property from well sites located on tracts other than
the Property or continuing or entering into any oil, gas and mineral leases covering the Property.
This conveyance is being made by Grantor and accepted by Grantee subject to all
easements,restrictions, rights,reservations, encumbrances, and other matters of record in Tarrant
County, Texas (the "Permitted Exceptions'), as well as the additional conditions and limitations
described in Exhibit "B", attached hereto and made a part hereof for all purposes (the "Use
Restrictions").
TO HAVE AND TO HOLD the Property, together with, all and singular, the rights and
appurtenances thereto in anywise belonging to Grantee and Grantee's successors and assigns
forever, subject to the Permitted Exceptions and Use Restrictions; and Grantor does hereby bind
Grantor and Grantor's successors and assigns to warrant and forever defend, all and singular, the
Property unto the Grantee and Grantee's successors and assigns, against every person
whomsoever lawfully claiming or to claim the same, or any part thereof by, through or under
Grantor, but not otherwise, subject to the Permitted Exceptions and the Use Restrictions. Ad
valorem taxes with respect to the Property for the current year have been prorated as of the date
hereof.
Grantee acknowledges that, except for the special warranty of title contained in this
Special Warranty Deed, neither Grantor nor its representatives have made any representations or
warranties as to the Property or its environmental or physical condition, upon which Grantee has
relied. Grantee further acknowledges and agrees that (1) GRANTEE RELEASES GRANTOR
FROM CLAIMS BASED ON SELLER'S NEGLIGENCE AND CLAIMS BASED ON STRICT
LIABILITY, AND (2) GRANTOR HAS NOT MADE, DOES NOT MAKE AND EXPRESSLY
DISCLAIMS, ANY WARRANTIES, REPRESENTATIONS, COVENANTS OR
GUARANTEES, EXPRESSED OR IMPLIED, OR ARISING BY OPERATION OF LAW, AS
TO THE MERCHANTABILITY, HABITABILITY, QUANTITY, QUALITY OR
ENVIRONMENTAL CONDITION OF THE PROPERTY OR ITS SUITABILITY OR
FITNESS FOR ANY PARTICULAR PURPOSE OR USE. GRANTEE AFFIRMS THAT IT (1)
HAS INVESTIGATED AND INSPECTED THE PROPERTY TO ITS SATISFACTION AND
IS FAMILIAR AND IS SATISFIED WITH THE CONDITION OF THE PROPERTY,AND (2)
HAS MADE ITS OWN DETERMINATION AS TO (i) THE MERCHANTABILITY,
QUANTITY, QUALITY AND CONDITION OF THE PROPERTY, INCLUDING, WITHOUT
LIMITATION, THE POSSIBLE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES,
MATERIALS OR WASTES OR OTHER ACTUAL OR POTENTIAL ENVIRONMENTAL
CONTAMINANTS, AND (ii) THE PROPERTY'S SUITABILITY OR FITNESS FOR ANY
PARTICULAR PURPOSE OR USE. GRANTEE HEREBY ACCEPTS THE PROPERTY IN
ITS PRESENT CONDITION ON AN "AS IS," "WHERE IS" AND "WITH ALL FAULTS,"
INCLUDING ENVIRONMENTAL, BASIS AND ACKNOWLEDGES THAT (1) WITHOUT
THIS ACCEPTANCE, THIS CONVEYANCE WOULD NOT BE MADE, AND (2) THAT
GRANTOR SHALL BE UNDER NO OBLIGATION WHATSOEVER TO UNDERTAKE
ANY REPAIR, ALTERATION, REMEDIATION OR OTHER WORK OF ANY KIND WITH
RESPECT TO ANY PORTION OF THE PROPERTY. GRANTEE AND ITS SUCCESSORS
AND ASSIGNS HAVE, AND SHALL BE DEEMED TO HAVE ASSUMED ALL RISK AND
LIABILITY WITH RESPECT TO THE PRESENCE OF TOXIC OR HAZARDOUS
SUBSTANCES, MATERIALS OR WASTES OR OTHER ACTUAL OR POTENTIAL
ENVIRONMENTAL CONTAMINANTS ON, WITHIN OR UNDER THE SURFACE OF THE
PROPERTY, WHETHER KNOWN OR UNKNOWN, APPARENT OR NON-APPARENT OR
LATENT, AND WHETHER EXISTING PRIOR TO, AT OR SUBSEQUENT TO, TRANSFER
OF THE PROPERTY TO GRANTEE. GRANTOR IS HEREBY RELEASED BY GRANTEE
AND ITS SUCCESSORS AND ASSIGNS OF AND FROM ANY AND ALL
RESPONSIBILITY, LIABILITY, OBLIGATIONS AND CLAIMS, KNOWN OR UNKNOWN,
INCLUDING, WITHOUT LIMITATION (1) ANY OBLIGATION TO TAKE THE
PROPERTY BACK OR REDUCE THE PRICE, OR(2) ACTIONS FOR CONTRIBUTION OR
INDEMNITY, THAT GRANTEE OR ITS SUCCESSORS AND ASSIGNS MAY HAVE
AGAINST GRANTOR OR THAT MAY ARISE IN THE FUTURE BASED IN WHOLE OR
IN PART UPON THE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES,
MATERIALS OR WASTES OR OTHER ACTUAL OR POTENTIAL ENVIRONMENTAL
I
li
CONTAMINANTS ON, WITHIN OR UNDER THE SURFACE OF THE PROPERTY,
INCLUDING, WITHOUT LIMITATION, ALL RESPONSIBILITY, LIABILITY,
OBLIGATIONS AND CLAIMS THAT MAY ARISE UNDER THE COMPREHENSIVE
ENVIRONMENTAL RESPONSE, COMPENSATION, AND LABILITY ACT, AS
AMENDED 42 U.S.C. § 9601 ET SEQ. GRANTEE FURTHER ACKNOWLEDGES THAT
THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY EXPLAINED TO
GRANTEE AND THAT GRANTEE FULLY UNDERSTANDS AND ACCEPTS THE SAME.
Grantor and Grantee agree that the Use Restrictions shall run with the Property and inure to the
benefit of Grantor and Grantor's successors and assigns, subject to the terms and limitations set
forth herein. Upon any breach of the Use Restrictions, and if such breach has remained uncured
after Grantor has provided Grantee not less than ninety (90) days' notice of the specific nature of
the breach, Grantor or Grantor's successors or assigns shall have the right to obtain injunctive
relief or specific performance to restrain such breach or enforce the Use Restrictions, in addition
to any other remedy available at law or in equity. The exercise of a remedy shall be exclusive of
any other remedy for the same breach. Time is of the essence in the correction or cure of any
breach of the Use Restrictions.
[Signature pages begin on the following page.]
EXECUTED to be effective the day of October, 2016 (the "Effective
Date").
GRANTOR:
FMR TEXAS I,LLC,
a Delaware limited liability company
p Y
By: Fidelity Corporate Real Estate, Inc.,
a Massachusetts corporation, its sole member
By:
Name: licia B. Sundbeig
Title: President
COMMONWEALTH OF MASSACHUSETTS §
COUNTY OF SUFFOLK §
BEFORE ME, the undersigned on this day personally appeared Alicia B.
Sundberg, President and attested that she is authorized to sign on behalf of Fidelity
Corporate Real Estate, Inc., a Massachusetts corporation, in its capacity as sole member
of FMR Texas I, LLC, a Delaware limited liability company, on behalf of said limited
liability company. Alicia B. Sundberg proved to me through the presentation of a valid
form of identification to be the person whose name is subscribed to the foregoing
instrument, and acknowledged to me that she executed the same for the purposes and
consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this s� day of
October, 2016.
NOTAVY OF PUBLIC,
Commonwealth of Massachusetts
My Commission Expires:
ROBIN J.GOTSHALL
NOTARY PUBLIC
COMMONWEA TH OF MASSACHUSETTS
MY COMMISSI N IXPIRES 1013012020
I
I
AGREED TO THIS day of October, 2016.
TOWN OF WESTLAKE, TEXAS
By:
Name: Thomas Brymer
Title: Town Manager
ATTEST:
By: 4'uau &�
Name: Ke ly Edwards
Title: Town Secretary
FORM APPROVED BY:
,Town Attorney
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on the Zeday of October,2016,by Thomas
Brymer, Town Manager of the Town of Westlake, a Type A General Law Municipality, on behalf of
the Town.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this ?Jiqay of October, 2016.
My Commission Expires:
WEDEDWARDSary PublicE OF TEXASD ri F2 Y aleems• NOT RY O BLIC,
State of Texas
My Commission Expires:
r
�3 ) 1B
i
EXHIBIT "A"
LEGAL DESCRIPTION
5.03 ACRE TRACT DESCRIPTION
BEING a 5.03 acre tract of land out of the Memucan Hunt Survey,Abstract No.756,Tarrant
County,Texas and also being a portion of Lot 1,Fidelity Investments Addition,Phase 1,an
addition to the Town of Westlake,as recorded in Cabinet A,Slide 11041, Plat Records,Tarrant
County,Texas.Said 5.03 acre tract of land being more particularly described by metes and
bounds as follows:
BEGINNNG at a point located at the intersection of the north right-of-way line of Dove Road (a
variable width right-of-way)and the west right-of-way line of Davis Boulevard(a variable
width right-of-way);
THENCE North 80`43'53"West,following along the north right-of-way line of said Dove Road,
a distance of 76.29 feet to a point, being the point of curvature of a tangent curve to the right,
having a delta of 26'52'49",a radius of 994.00 feet and a long chord of North 76'17'28"West,
462.07 feet;
THENCE along said tangent curve and continuing along said north right-of-way line,an arc
distance of 466.34 feet to a point;
THENCE North 53"51'03"West,continuing along said north right-of-way line,a distance of
41.67 feet to a point, being the beginning of a tangent curve to the left having a delta of
24"37'50"',a radius of 1100.00 feet and a long chord of North 66"09'58"'West,469.24 feet;
THENCE along said tangent curve and continuing along said north right-of-way line,an arc
distance of 472.87 feet to a point;
THENCE North 89"16'54" East, leaving said north right-of-way line,a distance of 980.72 feet to
a point, being located in the west right-of-way line of said Davis Boulevard;
THENCE South 00'25'32" East,following along said west right-of-way line,a distance of 167.77
feet to a point,being the point of curvature of a tangent curve to the right, having a delta of
8'51'52",a radius of 1617.50 feet and a long chord of South 04'00'24"West,250.00 feet;
THENCE along said tangent curve and continuing along said west right-of-way line,an arc
distance of 250.25 feet to the POINT OF BEGINNING and CONTAINING 218,939 square feet or
5.03 acres of land more or less.
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RELOTNT1
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FIDELITY INVESIMENIS ADDITION I
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N6T17'28'W
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VICINITY MAP
(wi ro Jn+TI
EXHIBIT "B"
USE RESTRICTIONS/DEVELOPMENT STANDARDS
Grantor intends for the Property conveyed pursuant to the Special Warranty Deed
to which this Exhibit "B" is attached and made a part (the "Deed") to be used and
developed in accordance with the provisions set forth herein, and Grantor hereby declares
that the Property shall be, and the Property is hereby sold and conveyed, subject to the
covenants and restrictions set forth in this Exhibit "B" (the "Use Restrictions") which
shall run with the land and be binding on Grantee (also referred to herein as the "Town")
and all parties having or acquiring any right, title or interest in the Property or any part
thereof, and which shall inure to the benefit of Grantor and its assignees. Grantor would
not have conveyed the Property to Grantee but for Grantee's agreement to acquire the
Property subject to the Use Restrictions.
1. PERMITTED USE. The Property shall be used solely for municipal public
uses, which shall include, but not be limited to, fire station, police station,
public park or other public municipal uses (collectively, the "Permitted Use").
The Permitted Use may be amended in accordance with Paragraph 8
(Amendment)below.
2. PROHIBITED USES. The following uses are prohibited on the Property
either as part of the Permitted use or otherwise.
a. overnight parking of campers, mobile homes, boats or motor
homes;
b. the smelting of iron,tin, zinc, or other ore;
C. sanitary landfill;
d. all sexually-oriented businesses such as, including but not limited
to;
x-rated movie or video sales, theater or rental facility, nude
modeling studio, massage parlor, lounge, or club featuring nude or
semi-nude entertainers or escort service;
e. slaughterhouse or feedlot;
f. the raising or breeding or keeping of animals or poultry except in
connection with charter school activities;
g. drive-in or other type of movie theater;
h. mineral refining facility or operations; and
i. horse or dog racing track or any facility for off-track pari-mutual
betting.
3. DEVELOPMENT RESTRICTIONS. Unless otherwise approved by
Grantor, all development of the Property and all buildings and improvements
constructed in connection with such development shall be in accordance with
I
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the Westlake Unified Development Code as it existed on the Effective Date of
the Deed to which this Exhibit "B" is attached, and the Westlake Building
Codes as they existed on the Effective Date of the Deed to which this Exhibit
"B" is attached. Notwithstanding anything to the contrary, the adoption by
Grantee of a rezoning ordinance to permit the use of Property for the purposes
allowed by such rezoning, shall not be a violation of these development
restrictions provided that, as between such zoning ordinance and these Use
Restrictions,the terms of Paragraph 7 "Interpretation" shall apply.
4. FIRE PROTECTION. All buildings shall be designed, constructed and
maintained so as to comply fully at all times with any applicable public codes,
ordinances, rules and regulations and order relating to fire protection. All
such buildings and their associated ingress and egress from and to streets and
surface parking areas shall be so related to one another and arranged as to
permit ease of access for emergency fire vehicles.
5. TRASH AND GARBAGE. No building site, or part thereof, shall be used or
maintained as a dumping ground for rubbish, trash or garbage before, during
or after the installation of any improvements. Trash collection containers
shall be situated and enclosed or otherwise screened as required by the Town.
6. FUEL FACILITIES. Fuel storage and dispensing facilities may be installed
on the Property solely as an adjunct to the use specified in item 1 above;
provided, however, that any and all laws, statutes, ordinances, rules,
regulations, orders, or determinations of any governmental authority, whether
federal, state, county, city, or otherwise, pertaining to health, safety, or the
environment in effect in any and all jurisdictions in which the Property is
located, including without limitation, (i) the Resource Conservation and
Recovery Act of 1976 (42 U.S.C. § 6901 et sec ), as amended from time to
time including without limitation as amended by the Used Oil Recycling
Act of 1980, the Solid Waste Disposal Act Amendments of 1980, and the
Hazardous and Solid Waste Amendments of 1984 ("RCRA"), and regulations
promulgated thereunder, (ii)the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 (42 U.S.C. § 9601 et SeMc.), as
amended from time to time, including without limitation as amended by the
Superfund Amendments and Reauthorization Act of 1986 ("CERCLA'), and
regulations promulgated thereunder, (iii) the Toxic Substances Control Act
(15 U.S.C. § 2601 et seg.), as amended from time to time, (iv)the Americans
with Disabilities Act of 1990 (42 U.S.C. § 12101 et SeMc.), as amended from
time to time ("ADA"), and all regulations and guidelines promulgated
pursuant to the ADA, and all other similar laws, including without limitation
the Architectural Barriers Act of 1968, the Texas Architectural Barriers
Statute of 1978, and the Fair Housing Amendments Act of 1988, and all as
amended from time to time and including all regulations promulgated
pursuant to any one or more of them, (v) the Endangered Species Act
(15 U.S.C. § 1531 et sec ), as amended from time to time, (vi)laws, statutes,
ordinances, rules, regulations, orders, or determinations relating to
"wetlands", including without limitation those set forth in the Clean Water
Act (33 U.S.C. § 1251 et seq.), as amended from time to time; (vii)the Texas
Water Code, as amended from time to time, (viii)the Texas Solid Waste
Disposal Act (Tex. Health & Safety Code Ann. §§ 361.001-361.345), as
amended from time to time, and all restrictive covenants existing of record
and all rules and requirements of any existing association or improvement
district affecting the Property shall be complied with.
7. INTERPRETATION. These Use Restrictions shall be given full force and
effect notwithstanding the existence of any zoning ordinance or building
codes that are less restrictive. In the event a conflict exists between these Use
Restrictions and any applicable governmental requirement, the most
restrictive requirement shall prevail. The Use Restrictions shall be construed
under and in accordance with the laws of the State of Texas. Invalidation of
any one or more of the provisions hereof, or any portions thereof, by a
judgment or court order shall not affect any of the other provisions or
covenants herein contained which shall remain in full force and effect.
8. AMENDMENT. These Use Restrictions may be amended or terminated only
by written document, recorded in the Real. Property Records of Tarrant
County, Texas, executed by Grantor (or assigns) and the then owner of that
portion of the Property to which such amendment is applicable.
9. ASSIGNMENT. Grantor may freely assign its rights hereunder in whole or
in part by recording such assignment in the Real Property Records of Tarrant
County, Texas. Each transferee of a portion of the Property shall assume the
liabilities of Grantee with respect to that portion of the Property so acquired.
10.INVALIDITY. If any clause or provision of this Deed is illegal, invalid, or
unenforceable under present or future laws effective during the term of this
Deed, then and in that event it is the intention of the parties hereto that the
remainder of this Deed shall not be affected thereby, and it is also the
intention of the parties that in lieu of each clause or provision of this Deed that
is illegal, invalid, or unenforceable, there be added as part of this Deed a
clause or provision as similar in terms to such illegal, invalid, or
unenforceable clause or provision as may be possible and be legal, valid, and
enforceable.
11. TERMINATION. Unless earlier terminated as provided herein, the rights
granted under this Exhibit"B" shall terminate and shall be of no further force
and effect after fifty(50) years of the date hereof.
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Donation Agreement
This Donation Agreement (this "Agreement") is made and entered into by and between
the Town of Westlake, Texas (the "Town") and FMR Texas I, LLC, a Delaware limited liability
company(the "Donor"). "Parties"shall mean both the Town and the Donor.
ARTICLE I
Defined Terms
A. "Closing" means the consummation of the transfer of title of the Property from
the Donor to Town in accordance with the terms and provisions of this Agreement.
B. "Closing Date" means the date specified in Section 5.1 on which the Closing will
be held.
C. "Effective Date" means the date the last Party to the Agreement has executed the
Agreement.
D. "Property" means that certain tract of real property situated in Tarrant County,
Texas and described in Exhibit "A" attached hereto and made a part hereof for all purposes,
together with all and singular the rights, privileges, hereditaments, and appurtenances pertaining
to such real property, including any and all improvements and fixtures currently attached to and
located thereon.
E. "Title Company" means Republic Title of Texas, Inc., acting by and through its
agent, Grace M. Paris.
ARTICLE II
Agreement to Donate and Right of First Refusal
The Donor is a property owner desiring to donate property described herein to the Town
of Westlake for no benefit or gain to the Donor, and is not subject to any Town oversight. The
Town wishes to accept the donation of property and the Donor must execute this donation
agreement. The Donor intends that this donation will qualify for a charitable donation deduction
under applicable provisions of the Internal Revenue Code. The Town agrees to cooperate with
the Donor in order to effectuate the qualification of this transaction as a charitable donation to
the extent permitted under applicable provisions of the Internal Revenue Code.
Upon the terms and conditions contained in this Agreement, Donor agrees to donate the
Property to the Town in the form of deed attached hereto as Exhibit"B" and incorporated for all
purposes. The Donor, being fully informed of its right to receive just compensation for the
Property, agrees to donate the Property to the Town. The Town certifies that its acceptance of
the Property will further the Town's abilities to provide for the health, safety and welfare of the
Town and its citizens, businesses and visitors.
If, after the Property is donated to Town, Town should at any time decide to sell all or
any portion of the Property or any interest therein or the improvements located thereon (referred
to as the"Offered Property"),the Donor shall have the right and option,but not the obligation, to
Page 1 of 10
Ordinance 788
16789766v.4
j
purchase (the term"purchase" shall include a purchase or other acquisition)the Property. Town
shall provide the Donor with written notice which shall include a description of the Offered
Property, and a description of all material terms and conditions of the proposed disposition
(including, without limitation, the price and closing date) and offer to consummate such
disposition with the Donor upon the same material terms and conditions as set forth in the
written notice. The Donor shall have thirty calendar (30) days (the "Response Period")
following receipt of the written notice, at the Donor expense and in coordination with Town, to
inspect the property and to enter onto and conduct tests,provided such inspections or tests do not
damage the property or improvements. If the Donor does not notify the Town in writing of its
intention to purchase the property before or on the 30a' day after such notice was received, Town
may proceed to sell property in accordance with Texas laws. If the Donor does notify Town in
writing of its intention to purchase the property, the purchase must be completed within ninety
(90) days. If the purchase is not completed within ninety (90) days, unless an extension of time is
granted by the Town,the Donor will be deemed to have elected not to purchase the property, and
the Town may proceed to sell the property in accordance with Texas laws.
!I
ARTICLE III
Value
This property is being donated to the Town for municipal uses, which shall include, but
not be limited to, fire station or other public municipal uses. The Town acknowledges that the
Donor is providing the Property to the Town as a donation for these uses.
The value as determined by Joseph J. Blake and Associates, Inc. of Dallas, Texas, a
qualified appraiser familiar with the Dallas-Fort Worth area, including Westlake, Texas, is one
million, seven hundred fifty thousand dollars ($1,750,000.00). The Town and the Donor agree,
to the best of their knowledge,that this value represents the fair market value of the Property and
is an amount which the Donor knowingly and willing agrees to contribute in furtherance of the
Donor's charitable and civic purposes.
ARTICLE IV
Representations and Warranties
A. The Donor represents and warrants that it has fee ownership and use of the
Property and that by signing the Deed it is forever relinquishing and transferring all rights and
interest in and to the Property to the Town, subject to the terms and provisions of this Agreement
and the Deed.
B. The Donor and Town each acknowledge that there is no official relationship
between the Donor and the Town.
C. The Town represents that acceptance of the donation will provide a significant
public benefit and such acceptance does not influence or appear to influence the Town in the
performance of its duties.
D. The Donor acknowledges that the Town's acceptance of the donation does not
bind the Town to a course of action or promise of performance. Donor and Town state that this
Page 2 of 10
Ordinance 788
16789766v.4
Agreement and the Deed constitute the only promises, consideration and conditions of this
conveyance, and no other promises, consideration or conditions have been signified or implied.
E. The Town neither approves nor is responsible for any representations made by the
Donor for tax purposes.
F. The Donor acknowledges that the Town will act in reliance of and in
consideration of the promises made by the Donor in this Agreement, and the Town
acknowledges that the Donor will act in reliance of and in consideration of the promises made by
the Town in this Agreement.
G. The Donor acknowledges that this Agreement is public information and will be
furnished to a requestor pursuant to Chapter 552 of the Texas Government Code.
H. The Town, without cost to the Donor, shall pay the cost of recording all
instruments conveying title to the Town.
ARTICLE V
Closing
5.1. Date and Place of Closing. The Closing shall take place in the office of the Title
Company. The Closing Date shall be at a time agreed upon between the Donor and the Town.
5.2. Items to be delivered at the Closing.
5.2.1 At Closing,the Donor shall deliver the Town:
5.2.1.1 A deed in the form attached hereto as Exhibit `B," duly
executed and acknowledged by Donor, subject only to the permitted exceptions, which shall
include,but are not limited to,the following:
5.2.1.2 General real estate taxes and assessments for the year of
closing and subsequent years,which shall be prorated as of the Closing Date;
5.2.1.3 A reservation by Donor of all of its mineral interest in the
Property, but with all rights to use the surface of the Property for mineral exploration or
production purposes waived;
5.2.1.4 Possession. Possession of the Property shall be delivered to
Town at Closing; and
5.2.1.5 Any other documents reasonably required by the Title
Company.
5.2.2 At the Closing, the Town shall deliver to the Donor the following
items:
Page 3 of 10
Ordinance 788
16789766v.4
L .
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5.2.2.1 The Town will within thirty (30) days after request by the
Donor, execute and deliver to Grantor an I.R.S. Form 8283 evidencing the charitable gift of the
Property and its FMV, if any, as determined by a third-party independent appraisal of the
Property prepared by a registered Texas appraiser obtained by the Donor; and, the Town will
execute and deliver to the Donor, on request, such other and further documents and instruments
as may be necessary or convenient for the Donor in connection with the charitable donation
described herein, including,but not limited to, a letter of acceptance of the donation.
5.2.2.2 Except for costs expressly attributed to one party by the terms
of this Agreement, the Town shall pay the closing costs, with each party separately responsible
for its own legal fees associated with Closing; and
5.2.2.3 Any other documents reasonably required by the Title
Company.
ARTICLE VI
Miscellaneous
6.1. References. All references to "Article," "Section," or "Sections" are, unless
specifically indicated otherwise, references to Articles and Sections of this Agreement.
6.2. Exhibits. All references to an"Exhibit" are references to exhibits attached to this
Agreement, if any, all of which are made a part hereof for all purposes. The exhibits hereto are:
Exhibit"A" Legal Description of Property
Exhibit"B" Form of Deed
6.3. Captions. The captions, headings, and arrangements used in this Agreement are
for convenience only and do not in any way affect, limit, amplify, or modify the terms and
provisions hereof.
6.4. Number and Gender of Words. When, in this Agreement, the singular number
is used, the same shall include the plural where appropriate, and words of any gender shall
include each other gender where appropriate.
6.5. Notices. All notices, requests, and demands to be made hereunder to the parties
hereto shall be in writing (at the addresses set forth above) and shall be given by any of the
following means: (a)personal delivery(including, without limitation, overnight delivery, courier,
or messenger services), which shall be deemed received upon such personal delivery; (b) fax (if
printed confirmation of successful transmission thereof is obtained from the sender's fax
machine and the same is confirmed telephonically by the sender), which shall be deemed
received on the day the fax is sent; (c) registered or certified, first-class United States mail,
postage prepaid, return receipt requested, which shall be deemed received upon receipt or refusal
of delivery; or (d) by .PDF electronic delivery, which shall be deemed received upon sender's
receipt of a "Delivery Receipt" email notification. Notice from (but not to) a party's counsel
shall be deemed to be notice by such party. Such addresses may be changed by fifteen (15)
days' notice to the other parties given in the same manner as provided above.
Page 4 of 10
Ordinance 788
16789766x.4
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If to Donor: Robin J. Gotshall
Associate General Counsel
Fidelity Investments
200 Seaport Boulevard—Z 1 L
Boston MA 02210
Tel: (617) 563-3915
Cell: (617) 593-9384
robin.gotshall@fmr.com
Copy to: Myron Dornic
(which shall not Jackson Walker L.L.P.
constitute notice) 2323 Ross Avenue, Suite 600
Dallas, TX 75201
214-953-5946
Myron Dornic
mdornic@jw.com
If to Town: Town Manager
1301 Solana Blvd.
Building 4, Suite 4202
Westlake, Texas 76262
Telephone: 817-430-0941 �=
Fax: 817-430-1812
Email: tbrymer@westlake-tx.org _
Copy to: L. Stanton Lowry
(which shall not Boyle&Lowry, L.L.P.
constitute notice) 4201 Wingren Drive, Suite 108
Irving, Texas 75062
972-650-7100
Fax: 972-650-7105
6.6. Governing Law. This Agreement is executed, delivered and is intended to be
performed in Tarrant county and the laws of the State of Texas shall govern the validity,
construction, enforcement, and interpretation of this Agreement. Proper and exclusive venue for
any action arising under or relating to the Agreement shall be in state district court in Tarrant
County,Texas.
6.7. Entirety and Amendments. This writing embodies the entire Agreement
between the parties and supersedes all prior oral and written agreements and understandings, if
any, relating to the Property, and may be amended or supplemented only by an instrument in
writing executed by the party against whom enforcement is sought.
6.8. Invalid Provisions. If any provision of this Agreement, except the provisions
relating to Donor's agreement to convey the Property, the invalidity of which shall cause this
Agreement to be null and void, is held to be illegal, invalid, or unenforceable under present or
future laws, then such provision shall be fully severable; this Agreement shall be construed and
Page 5 of 10
Ordinance 788
16789766v.4
!
enforced as if such illegal, invalid, or unenforceable provision had never comprised a part of this
Agreement; and the remaining provisions of this Agreement shall remain in full force and effect
and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance
from this Agreement.
6.9. Multiple Counterparts. This Agreement may be executed in a number of
identical counterparts. If so executed, each of such counterparts shall be deemed an original for
all purposes, and all such counterparts shall, collectively, constitute one (1) Agreement, but, in
making proof of this Agreement, it shall not be necessary to produce or account for more than
one (1) such counterpart.
6.10. Parties Bound. This Agreement shall be binding upon and inure to the benefit of
Donor and Town, and their respective heirs, personal representatives, successors, and permitted
assigns. Upon execution of this Agreement by an authorized officer of Donor and Town, this
document shall become a binding Agreement.
6.11. No Merger. The covenants, agreements, provisions, warranties and
representations contained in this Agreement shall not merge with the closing documents, but
shall survive such closing.
ARTICLE VII
Notice Required by Law
Notice Regarding Possible Liability for Additional Taxes. If for the current ad valorem tax
year the taxable value of the land that is the subject of this contract is determined by a
special appraisal method that allows for appraisal of the land at less than its market value,
the person to whom the land is transferred may not be allowed to qualify the land for that
special appraisal in a subsequent tax year and the land may then be appraised at its full
market value. In addition, the transfer of the land or a subsequent change in the use of the
land may result in the imposition of an additional tax plus interest as a penalty for the
transfer or the change in the use of the land. The taxable value of the land and the
applicable method of appraisal for the current tax year is public information and may be
obtained from the tax appraisal district established for the county in which the land is
located.
ARTICLE VIII
Brokerage Commission
8.1. Brokers Identified. Donor and Town hereby represent and warrant to the other
that neither has contacted any real estate broker, finder or other party in connection with this
transaction, to whom any real estate brokerage, finders, or other fees may be due or payable with
respect to the transaction contemplated by this Agreement.
Page 6 of 10
Ordinance 788
16789766v.4
I-
THIS AGREEMENT RAISES LEGAL ISSUES THAT TOWN MAY CHOOSE TO
HAVE REVIEWED BY AN ATTORNEY.
IN WITNESS WHEREOF, Donor and Town have executed this Agreement as of the
Effective Date.
TOWN OF WESTLAKE
By:
Name: Tom B r m
Y
Title: Town Manager
Date executed: OctoberA•�, 2016
ATTEST: FORM APPROVED BY:
M� By:
e: K lly Ed rds Name:
Title: Town Secretary Town Attorney
OF �(rF
s9
m
[Signatures Continue on Next Page]
TEXAS
Page 7 of 10
16789766v.4
i=
11=
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IN WITNESS WHEREOF, Donor and Town have executed this Agreement as of the
Effective Date.
FMR TEXAS I,LLC,
a Delaware limited liability company
By: Fidelity Corporate Real Estate, Inc.,
a Massachusetts corporation, its sole member
By:
Name: Alicia B. Sundberg
Title: President
Date executed: October ,�, , 2016
[Signature Pages End]
Page 8 of 10
16789766v.4
iv-_
Exhibit"A"
Legal Description of Property
5.03 ACRE TRACT DESCRIPTION
BEING a 5.03 acre tract of land out of the Memucan Hunt Survey,Abstract No. 756, Tarrant
County, Texas and also being a portion of Lot 1,Fidelity Investments Addition, Phase 1, an
addition to the Town of Westlake, as recorded in Cabinet A, Slide 11041, Plat Records, Tarrant
County, Texas. Said 5.03 acre tract of land being more particularly described by metes and
bounds as follows:
BEGINNNG at a point located at the intersection of the north right-of-way line of Dove Road(a
variable width right-of-way) and the west right-of-way line of Davis Boulevard(a variable width
right-of-way);
THENCE North 80°43'53"West,following along the north right-of-way line of said Dove Road,
a distance of 76.29 feet to a point,being the point of curvature of a tangent curve to the right,
having a delta of 26°52'49", a radius of 994.00 feet and a long chord of North 76°17'28" West,
462.07 feet;
THENCE along said tangent curve and continuing along said north right-of-way line, an are
distance of 466.34 feet to a point;
THENCE North 53°51'03"West, continuing along said north right-of-way line, a distance of
41.67 feet to a point, being the beginning of a tangent curve to the left having a delta of
24°37'50", a radius of 1100.00 feet and a long chord of North 66°09'58"West,469.24 feet;
THENCE along said tangent curve and continuing along said north right-of-way line, an arc
distance of 472.87 feet to a point;
THENCE North 89°16'54"East, leaving said north right-of-way line, a distance of 980.72 feet to
a point, being located in the west right-of-way line of said Davis Boulevard;
THENCE South 00°25'32"East, following along said west right-of-way line, a distance of
167.77 feet to a point, being the point of curvature of a tangent curve to the right,having a delta
of 8°51'52", a radius of 1617.50 feet and a long chord of South 04°00'24" West, 250.00 feet;
THENCE along said tangent curve and continuing along said west right-of-way line, an arc
distance of 250.25 feet to the POINT OF BEGINNING and CONTAINING 218,939 square feet
or 5.03 acres of land more or less.
Page 9 of 10
16789766v.4
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Exhibit"B"
Form of Special Warranty Deed
Page 10 of 10
16789766v.4
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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.
THE STATE OF TEXAS §
COUNTY OF TARRANT §
THAT FMR TEXAS I, LLC, a Delaware limited liability company ("Grantor"), for and
in consideration of the furtherance of Grantor's and Grantee's charitable and civic purposes and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and confessed, has GRANTED, BARGAINED, SOLD and CONVEYED and by
these presents does GRANT, BARGAIN, SELL and CONVEY unto TOWN OF WESTLAKE,
a Type A General Law Municipality ("Grantee'), whose address is 1301 Solana Boulevard,
Building 4, Suite 4202, Westlake, Texas 76262,Attn: Town Manager, and for the uses described
herein, subject to the conditions and limitations set forth below, that certain tract of real property
situated in Tarrant County, Texas and described in Exhibit "A" attached hereto and made a part
hereof for all purposes, together with all and singular the rights, privileges, hereditaments, and
appurtenances pertaining to such real property, including any and all improvements and fixtures
currently attached to and located thereon(collectively,the"Property").
There is hereby reserved for Grantor and Grantor's successors and assigns, all of
Grantor's interest in the water, oil, gas and other minerals that are in and under the Property and
that may be produced from it (all of which interests are excluded from the definition of
"Pro e "); provided, however, Grantor shall not have the right of ingress and egress over the
surface of the Property for mining, drilling, exploring, operating, and developing such water, oil,
gas and other minerals. Notwithstanding anything to the contrary, nothing herein shall be
construed as preventing Grantor and Grantor's successors and assigns from developing or
producing the water, oil, gas and other minerals in and under the Property by pooling or by
directional or horizontal drilling under the Property from well sites located on tracts other than
the Property or continuing or entering into any oil, gas and mineral leases covering the Property.
This conveyance is being made by Grantor and accepted by Grantee subject to all
easements, restrictions,rights,reservations, encumbrances, and other matters of record in Tarrant
County, Texas (the "Permitted Exceptions"), as well as the additional conditions and limitations
described in Exhibit `B", attached hereto and made a part hereof for all purposes (the "Use
Restrictions").
TO HAVE AND TO HOLD the Property, together with, all and singular, the rights and
appurtenances thereto in anywise belonging to Grantee and Grantee's successors and assigns
forever, subject to the Permitted Exceptions and Use Restrictions; and Grantor does hereby bind
Grantor and Grantor's successors and assigns to warrant and forever defend, all and singular, the
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Property unto the Grantee and Grantee's successors and assigns, against every person
whomsoever lawfully claiming or to claim the same, or any part thereof by, through or under
Grantor, but not otherwise, subject to the Permitted Exceptions and the Use Restrictions. Ad
valorem taxes with respect to the Property for the current year have been prorated as of the date
hereof.
Grantee acknowledges that, except for the special warranty of title contained in this
Special Warranty Deed, neither Grantor nor its representatives have made any representations or
warranties as to the Property or its environmental or physical condition, upon which Grantee has
relied. Grantee further acknowledges and agrees that (1) GRANTEE RELEASES GRANTOR
FROM CLAIMS BASED ON SELLER'S NEGLIGENCE AND CLAIMS BASED ON STRICT
LIABILITY, AND (2) GRANTOR HAS NOT MADE, DOES NOT MAKE AND EXPRESSLY
DISCLAIMS, ANY WARRANTIES, REPRESENTATIONS, COVENANTS OR
GUARANTEES, EXPRESSED OR IMPLIED, OR ARISING BY OPERATION OF LAW, AS
TO THE MERCHANTABILITY, HABITABILITY, QUANTITY, QUALITY OR
ENVIRONMENTAL CONDITION OF THE PROPERTY OR ITS SUITABILITY OR
FITNESS FOR ANY PARTICULAR PURPOSE OR USE. GRANTEE AFFIRMS THAT IT(1)
HAS INVESTIGATED AND INSPECTED THE PROPERTY TO ITS SATISFACTION AND
IS FAMILIAR AND IS SATISFIED WITH THE CONDITION OF THE PROPERTY, AND (2)
HAS MADE ITS OWN DETERMINATION AS TO (i) THE MERCHANTABILITY,
QUANTITY, QUALITY AND CONDITION OF THE PROPERTY, INCLUDING, WITHOUT
LIMITATION, THE POSSIBLE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES,
MATERIALS OR WASTES OR OTHER ACTUAL OR POTENTIAL ENVIRONMENTAL
CONTAMINANTS, AND (ii) THE PROPERTY'S SUITABILITY OR FITNESS FOR ANY
PARTICULAR PURPOSE OR USE. GRANTEE HEREBY ACCEPTS THE PROPERTY IN
ITS PRESENT CONDITION ON AN "AS IS," "WHERE IS" AND "WITH ALL FAULTS,"
INCLUDING ENVIRONMENTAL, BASIS AND ACKNOWLEDGES THAT (1) WITHOUT
THIS ACCEPTANCE, THIS CONVEYANCE WOULD NOT BE MADE, AND (2) THAT
GRANTOR SHALL BE UNDER NO OBLIGATION WHATSOEVER TO UNDERTAKE
ANY REPAIR, ALTERATION, REMEDIATION OR OTHER WORK OF ANY KIND WITH
RESPECT TO ANY PORTION OF THE PROPERTY.. GRANTEE AND ITS SUCCESSORS
AND ASSIGNS HAVE, AND SHALL BE DEEMED TO HAVE ASSUMED ALL RISK AND
LIABILITY WITH RESPECT TO THE PRESENCE OF TOXIC OR HAZARDOUS
SUBSTANCES,_ MATERIALS OR WASTES OR OTHER ACTUAL OR POTENTIAL
ENVIRONMENTAL CONTAMINANTS ON, WITHIN OR UNDER THE SURFACE OF THE
PROPERTY, WHETHER KNOWN OR UNKNOWN, APPARENT OR NON-APPARENT OR
LATENT, AND WHETHER EXISTING PRIOR TO, AT OR SUBSEQUENT TO, TRANSFER
OF THE PROPERTY TO GRANTEE. GRANTOR IS HEREBY RELEASED BY,GRANTEE
AND ITS SUCCESSORS AND ASSIGNS OF AND FROM ANY AND ALL
RESPONSIBILITY, LIABILITY, OBLIGATIONS AND CLAIMS, KNOWN OR UNKNOWN,
INCLUDING, WITHOUT LIMITATION (1) ANY OBLIGATION TO TAKE THE
PROPERTY BACK OR REDUCE THE PRICE, OR(2) ACTIONS FOR CONTRIBUTION OR
INDEMNITY, THAT GRANTEE OR ITS SUCCESSORS AND ASSIGNS MAY HAVE
AGAINST GRANTOR OR THAT MAY ARISE IN THE FUTURE BASED IN WHOLE OR
IN PART UPON THE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES,
MATERIALS OR WASTES OR OTHER ACTUAL OR POTENTIAL ENVIRONMENTAL
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CONTAMINANTS ON, WITHIN OR UNDER THE SURFACE OF THE PROPERTY,
INCLUDING, WITHOUT LIMITATION, ALL RESPONSIBILITY, LIABILITY,
OBLIGATIONS AND CLAIMS THAT MAY ARISE UNDER THE COMPREHENSIVE
ENVIRONMENTAL RESPONSE, COMPENSATION, AND LABILITY ACT, AS
AMENDED 42 U.S.C. § 9601 ET SEQ. GRANTEE FURTHER ACKNOWLEDGES THAT
THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY EXPLAINED TO
GRANTEE AND THAT GRANTEE FULLY UNDERSTANDS AND ACCEPTS THE SAME.
Grantor and Grantee agree that the Use Restrictions shall run with the Property and inure to the
benefit of Grantor and Grantor's successors and assigns, subject to the terms and limitations set
forth herein. Upon any breach of the Use Restrictions, and if such breach has remained uncured j
after Grantor has provided Grantee not less than ninety(90) days' notice of the specific nature of
the breach, Grantor or Grantor's successors or assigns shall have the right to obtain injunctive
relief or specific performance to restrain such breach or enforce the Use Restrictions, in addition
to any other remedy available at law or in equity. The exercise of a remedy shall be exclusive of
any other remedy for the same breach. Time is of the essence in the correction or cure of any
breach of the Use Restrictions.
[Signature pages begin on the following page.]
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EXECUTED to be effective the day of October, 2016 (the "Effective
Date").
GRANTOR:
FMR TEXAS I,LLC,
a Delaware limited liability company
By: Fidelity Corporate Real Estate, Inc.,
a Massachusetts corporation, its sole member
By: �"�
Name: Alicia B. Sundber`g
Title: President
f '
COMMONWEALTH OF MASSACHUSETTS §
§ I
COUNTY OF SUFFOLK §
BEFORE ME, the undersigned on this day personally appeared Alicia B.
Sundberg, President and attested that she. is authorized to sign on behalf of Fidelity
Corporate Real Estate, Inc., a Massachusetts corporation, in its capacity as sole member
of FMR Texas I, LLC, a Delaware limited liability company, on behalf of said limited
liability company. Alicia B. Sundberg proved to me through the presentation of a valid
form of identification to be the person whose name is subscribed to the foregoing
instrument, and acknowledged to me that she executed the same for the purposes and
consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this a' day of
October, 2016.
NOTAkY OF PUBLIC,
Commonwealth of Massachusetts
My Commission Expires:
ROBIN J.GOTSHALL
NOTARY PUBLIC
COMMONWEALTH OF MASSACHUSETTS
MY COMMISSI N EXPIRES 1013012020
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AGREED TO THIS day of October, 2016.
TOWN OF WESTLAKE, TEXAS
By:
Name: Thomas Brymer
Title: Town Manager
ATTEST:
By:
Name: Kelly Edwards
Title: Town Secretary
FORM APPROVED BY:
Town Attorney �.
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on the day of October, 2016,
by Laura Wheat, Mayor of the Town of Westlake, a Type A General Law Municipality,
on behalf of the Town.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of
October, 2016.
NOTARY OF PUBLIC
State of Texas
My Commission Expires:
.. Republic Title of Texas,Inc.
2626 Howell Street,10th Floor•Dallas,TX 75204
REPUBLIC TITLED Office Phone:(214)855-8888 Office Fax:(214)855-8888
Final Settlement Statement
a
File No: 1002-199694-RTT
Escrow Officer: Grace Paris/GP
Settlement Date:
Disbursement Date: 10/25/2016
Property:,
Northwest Corner of Davis Blvd and,Dove Road,Westlake,
TX
Lot:1
Buyer:
Town of Westlake
1301 Solana Boulevard,Building 4,Suite 4202,Westlake,TX
76262
Seller:
FMR TEXAS I,LLC,a Delaware limited liability company
245 Summer Street,Boston,MA 22100
......... .... i .... .... ........ ...................................
buyer charge, BuyerCredt
Description- Seller Charge ;Seller Credit
Prorations
. _ _ __ ...___ ....._........_............_.
.........................._..........._................................_ ... ......................... _................._............................._.................._..._._.................................................................................._........................_............_........................................................
1,515.27 2016 Property Tax-Land only(5.03 acres)10/24/16 to 1,515.27
12/31/16 oc$8,015.58IY..0.
...........................................................................................................................
........................................................................_.............................................................................
........................................................................................................................................................................................................................................................................................................................................................................................................................................................
Title/Escrow Charges... _._._. _.
................................................................................................_...._................ _.__..__...-.__....... .................._....._.._...............-._......_...................._.__._._....... -......................
500.00 Escrow Fee to Republic Title of Texas,Inc
...........20.00...............................................................Courier to Republic of Texas,Inc
. _
Tax Certificate(Commercial)to Data Trace Information 78.20
Services
9,281.00 1000 T-1/T-1R Single OTP(R-1)to Republic Title of Texas,
Inc.
1,392.15 [0500 TX]T-3 Survey Amendment OTP Non-Resi(R-16)to
.......................-._....................._._..............................Republic Title of Texas,Inc.
145.00 Recording Fee-to Republic Title of Texas,Inc.
...... ......... ......... ......... ...... ... ......... ........ . ... ...... .. ......
................ .........................................................................................................................................................................................................................................................................................................................................................................._......
12,853:42 Cash(X From)..(...TO.).Bu.Xer........
................................ ............................................. ............ ........................................................................................................_..._..............................................................................
Cash X To From Selier 1,437.07
12,853.42............................._12,853.42._.....................-.._........_.............................................Totals...............................................-.............._........................................................1,,515.27...................................1,515.27
Seller/Buyer understands the Closing or Escrow Agent has assembled this information representing the
transaction from the best information available from other sources and cannot guarantee the accuracy
thereof.Any real estate agent or lender involved may be furnished a copy of this Statement.Seller/Buyer
understands that tax and insurance prorations and reserves were based on figures for the preceding year
or supplied by others or estimates for current year,and in the event of any change for current year,all
necessary adjustments must be made between Buyer and Seller direct.
The undersigned hereby authorizes Republic Title of Texas, Inc. to make expenditures and
disbursements as shown and approves same for payment.The undersigned also acknowledges receipt
of Loan Funds, if applicable, in the amount shown above and a receipt of a copy of this Statement.
Page 1 of 1
Print Date: 10/25/2016,12:16 PM
SIGNATURE ADDENDUM TO SETTLEMENT STATEMENT
FILE NO: 1002-199694-RTT
SELLER: FMR TEXAS I, LLC, a Delaware limited liability company
PURCHASER: Town of Westlake
SETTLEMENT OR ESCROW AGENT: Republic Title of Texas, Inc. TIN: 75-1825384
ADDRESS OF SETTLEMENT AGENT: 2626 Howell Street, 10th Floor, Dallas,TX 75204
Purchaser understands the Closing or Escrow Agent has assembled this information representing the transaction
from the best information available from other sources and cannot guarantee the accuracy thereof. Any real
estate agent or lender involved may be furnished a copy of this Statement. Purchaser understands that tax and
insurance prorations and reserves were based on figures for the preceding year or supplied by others or
estimates for current year, and in the event of any change for current year, all necessary adjustments must be
made between Purchaser and Seller direct. j
The undersigned hereby authorizes Republic Title of Texas, Inc. to make expenditures and disbursements as
shown and approves same for payment. The undersigned also acknowledges receipt of Loan Funds, if applicable,
in the amount shown above and a receipt of a co f
p pyo this Statement.
GRANTEE:
TOWN OF WESTLAKE, a Type A
General law Municipality
By:
Thomas E. Bry
Town Manager
Republic Title of Texas,Inc.
By:
GraceM. is
Vice Pr dent
SIGNATURE ADDENDUM TO SETTLEMENT STATEMENT
FILE NO: 1002-199694-RTT
SELLER: FMR TEXAS I, LLC, a Delaware limited liability company
PURCHASER: Town of Westlake
SETTLEMENT OR ESCROW AGENT: Republic Title of Texas,Inc. TIN: 75-1825384 .
ADDRESS OF SETTLEMENT AGENT: 2626 Howell Street, 10th Floor, Dallas,TX 75204
I
Seller understandsthe Closing or Escrow Agent has assembled this information representing the transaction from
the best information available from other sources and cannot guarantee the accuracy thereof.Any real estate
agent or lender involved may be furnished a copy of this Statement. Seller understands that tax and insurance .
prorations and reserves were based on figures for the preceding year or supplied by others or estimates for
current year, and in the event of any change for current year,all necessary adjustments must be made between
Purchaser and Seller direct.
The undersigned hereby authorizes Republic Title of Texas, Inc. to make expenditures and disbursements as
shown and approves same for payment.The undersigned also acknowledges receipt of Loan Funds, if applicable,
in the amount shown above and a receipt of a copy of this Statement.
GRANTOR:
FMR TEXAS I, LLC,
a Delaware limited liability company
By: Fidelity Corporate Real Estate, Inc., a
Massachusetts corporation, its sole member j
By: <
�%Igame•
Title:
i
Republic Title of Texas,Inc.
I
By:
GraM./ent
Vice Pres'
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FMR TEXAS I,LLC
WRITTEN CONSENT OF SOLE MEMBER AND MANAGER
October 21, 2016
The undersigned(the"Sole Member"), being the sole member and manager of FMR
Texas I,LLC, a Delaware limited liability company(the "Company"), does hereby consent in
writing to the following actions for and on behalf of the Company, which shall have the same
force and effect as if adopted at a meeting of the members, duly called and held, at which a
quorum was present and acting throughout:
RESOLVED: That the Company donate to the Town of Westlake, Texas a certain vacant
parcel of land consisting of approximately 5.03 acres,located at the intersection
of Davis Boulevard and Dove Road in the Town of Westlake, Texas, as more
particularly described in the legal description and shown on the survey attached k.
hereto as Exhibit A.
RESOLVED: That all acts previously taken by the officers of the Company, or the officers of
the Sole Member on behalf of the Company,with respect to the Donation,
which acts would have been authorized by the foregoing resolution except that
such acts were taken prior to the adoption of such resolution, are hereby
severally ratified, confirmed, approved and adopted as the acts of the Company.
RESOLVED: That Alicia B. Sundberg, as President of the Sole Member, on behalf of the
Company, be, and hereby is, authorized to enter into any agreement on behalf of
the Company and take all actions necessary on behalf of the Company in
connection with the aforementioned Donation.
This written consent shall be effective on and as of the date first above written and shall -
be filed with the records of the meetings of the members of the Company.
Sole Member:
Fidelity Corporate Real Estate,Inc.
By: 'Alicia B. S dberg
President
By: kAin J. Gotshall
Secretary
1071171
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EXHIBIT "A"
LEGAL DESCRIPTION
5.03 ACRE TRACT DESCRIPTION
BEING a 5.03 acre tract of land out of the Memucan Hunt Survey,Abstract No.756,Tarrant County,
Texas and also being a portion of lot 1,Fidelity Investments Addition, Phase 1,an addition to the
Town of Westlake,as recorded in Cabinet A,Slide 11041, Plat Records,Tarrant County,Texas.Said
5.03 acre tract of land being more particularly described by metes and bounds as follows:
BEGINNNG at a point located at the intersection of the north right-of-way line of Dove Road (a
variable width right-of-way)and the west right-of-way line of Davis Boulevard(a variable width right-
of-way);
THENCE North 80"43'53'"West,following along the north right-of-way line of said Dove Road,a
distance of 76.29 feet to a point,being the point of curvature of a tangent curve to the right,having a
delta of 26'52'49",a radius of 994.00 feet and a long chord of North 76'17'28"West,462.07 feet;
THENCE along said tangent curve and continuing along said north right-of-way line,an arc distance of
466.34 feet to a point;
THENCE North 53'51'03'"West,continuing along said north right-of-way line,a distance of 41.67 feet
to a point, being the beginning of a tangent curve to the left having a delta of 24"37'50",a radius of
1100.00 feet and a long chord of North 66'09'58"West,469.24 feet;
THENCE along said tangent curve and continuing along said north right-of-way line,an arc distance of
472.87 feet to a point;
THENCE North 89"16'54'" East,leaving said north right-of-way line,a distance of 980.72 feet to a point,
being located in the west right-of-way line of said Davis Boulevard;
THENCE South 00'25'32"East,following along said west right-of-way line,a distance of 167.77 feet to
a point, being the point of curvature of a tangent curve to the right, having a delta of 8'51'52",a
radius of 1617.50 feet and a long chord of South 04"00'24"West,250.00 feet;
THENCE along said tangent curve and continuing along said west right-of-way line, an are
distance of 250.25 feet to the POINT OF BEGINNING and CONTAINING 218,939 square
feet or 5.03 acres of land more or less.
1071171
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FH=FIRE HOW LOCATE]IN THE
R TOWN OF WESTLAKE
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TOWN OF WESTLAKE m
CPS MONUM MATION lk twwue
i .
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 AND DRIVERS LICENSE NUMBER.
I
AMENDMENT TO RESTRICTIVE COVENANTS
THIS AMENDMENT TO RESTRICTIVE COVENANTS ("Amendment")is executed to
be effective as of2J , 2016 between AIL Investment, L.P., a Texas limited
partnership ("Grantor'), FMR Texas Limited Partnership, a Massachusetts limited partnership
("Grantee"), and FMR Texas I,LLC, a Delaware limited liability company("Grantee 2").
RECITALS:
A. Grantor conveyed to Grantee certain real property pursuant to that certain Special
Warranty Deed dated effective October 8, 1998, recorded as Instrument No. D198234433 in the
Real Property Records of Tarrant County,Texas (the"Deed").
B. Grantee subsequently conveyed a portion of the real property conveyed by said
Deed to Grantee 2 pursuant to that certain Special Warranty Deed dated effective September 25,
2007, recorded as Instrument No. D207342668 in the Real Property Records of Tarrant County,
Texas.
C. Grantor, Grantee and Grantee 2 wish to amend Exhibit "C" to the Deed as
hereinafter set forth.
AGREEMENT
NOW THEREFORE, in consideration of the foregoing premises, Ten and No/100 Dollars
($10.00) and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Grantor, Grantee and Grantee 2 hereby agree as follows:
1. Paragraph (a) of Exhibit "C" to the Deed is hereby deleted and replaced with the
following:
"(a)(1) Unless otherwise consented to by Grantor or its successors or
assigns, the portion of the Property described on Exhibit "C-2" attached hereto
(the "Municipal Use Portion") shall be used for municipal use only (for example,
but not by limitation, fire station,police station,or public park).
(2) Unless otherwise consented to by Grantor or its successors or
assigns, the Property (other than the Municipal Use Portion, which is subject to
section (a)(1) above) shall be used for office use only together with all other uses
19572972
which are incidental and ancillary to a corporate campus office development,
including but not limited to the following facilities intended primarily for
employee use only: cafeterias, food courts (with outside food suppliers),
recreational facilities, data center, auditoriums, banking facilities, coffee bars,
laundry facilities, etc. A day care center facility with use by the public is also
allowed. No hotels are allowed."
2. The Deed is hereby amended to insert the property description of the Municipal
Use Portion attached as Exhibit"A"to this Amendment as a new Exhibit"C-2"to the Deed.Any
references in the Deed to the Municipal Use Portion will refer to the land described on the new
Exhibit"C-2"to the Deed.
3. Except as expressly modified by this Amendment, the terms and conditions of the
Deed shall remain in full force and effect as originally executed and delivered.
4. This Amendment shall be binding upon and inure to the benefit of the parties
hereto and their successors and permitted assigns.
5. Capitalized terms not defined herein shall have the meanings ascribed to them in
the Deed.
5. This Amendment may be executed in counterparts, each of which shall be deemed
an original and all of which together shall constitute one and the same instrument.
[Signatures on following pages]
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IN WITNESS WHEREOF, the parties have executed this Amendment to be effective as
of the date first written above.
Grantor:
AIL INVESTMENT,L.P.
a Texas limited partnership
By: AIL GP, LLC,
a Texas limited liability company
its general partner
WBy:
ame: v
T e. Sr , Wce
STATE OF TEXAS §
COUNTY OF TARRANT §
'p This instrument was acknowledged before me onSpoAftberO, 2016 by
hawL Ir
tce ReS. of AIL GP, LLC,' a Texas limited liability
company, as general pa%er of IL Investment, L.P., a Texas limited partnership, on behalf of
said limited partnership.
[seal]
LORI LYNN BOWLING
ar•p" `ar' tar Pu lic, State Texas
_Notary Public,State of Texa y
:� •, +, Comm.Expires 10.17-2019
Notary ID 124717681
Grantee:
FMR TEXAS LIMITED PARTNERSHIP, j
a Massachusetts limited partnership
By: Fidelity Real Estate Company, LLC, a
Delaware limited liability company, its
general partner
By:
Name: Alicia B. Sundberg
Title: President
IL=
COMMONWEALTH OF MASSACHUETTS §
§
COUNTY OF SUFFOLK §
This instrument was acknowledged before me on October 21, 2016, by Alicia B.
Sundberg, President of Fidelity Real Estate Company, LLC, a Delaware limited liability
company, as general partner of FMR Texas Limited Partnership, a Massachusetts limited
partnership, on behalf of said limited partnership.
[seal]
NotarOPublic, Commonwealth of Massachusetts
ROBIN J.GOT HALL
NOTARY PUBLIC
oOWW"NoM►ssaa SMS
woo aa�stas�omo
I
I
Grantee 2•
FMR TEXAS I,LLC,
a Delaware limited liability company
By: Fidelity Corporate Real Estate, Inc., a
Massachusetts corporation, its sole member
� I
By:
Name: Alicia B. Sundp erg
Title: President
COMMONWEALTH OF MASSACHUETTS §
COUNTY OF SUFFOLK §
This instrument was acknowledged before me on October 21, 2016, by Alicia B.
Sundberg, President of Fidelity Corporate Real Estate, Inc., a Massachusetts corporation, as sole
member of FMR Texas I, LLC, a Delaware limited liability company, on behalf of said limited
liability company.
[seal] �—kv
Notar ublic, Commonwealth o Massachusetts
ROBIN J.GOTSHALL
NOTARY PUBLIC
COMWW E LIHOF MAssaMJEM
W s�
i
i
i
Exhibit"A" to Amendment
Exhibit"C-2" to Deed
Description of Municipal Use Portion
5.03 ACRE TRACT DESCRIPTION
BEING a 5.03 acre tract of land out of the Memucan Hunt 'purvey, Abstract
No. 756, Tarrant County, Texas and also being a portion of Lot 1, Fidelity
Investments Addition, Phase 1, an addition to the Town of Westlake, as
recorded in Cabinet A, Slide 11041, Plat Records, Tarrant County, Texas. Said
5.03 acre tract of land being more particularly described by metes and
bounds as ;follows:-
BEGINNNG at a paint located at the intersection of the north right—of—way line
of Dove Road (a variable width right—of—way) and the west right—of—way line
of Davis Boulevard >(a variable width right—of—way),
THENCE North 80°4.3'53" West, following along the north right—of—way line of
said Dove Road, a distance of 76.29 feet to a point, being the point of
curvature of . tangent curve to the right, having a delta of 26°52'49% a
radius of 994.00 feet and a long chord of North 76`17'28" West, 462.07 feet;
THENCE along said tangent curve and continuing along said north right-of—way
line, an arc distance of 466.34 feet to a point,
THENCE North 53`51'03" West, continuing along said north right-of—way line, a
distance of 41.67 feet to a point, being the beginning of a tangent curve to
the left having a delta of 24°37`50", a radius of 1100.00 feet and a long
chord of North 66`09'58" West, 469.24 feet;
THENCE along said tangent curve and` continuing along said north right—of—wry
line, an arc distance of 472.87 feet to a point,
THENCE North 89`16`54" East, leaving said north right—of—way line, a distance
of 980.72 feet to a point, being located in the west right-of—way line of said
Davis Boulevard;
THENCE 'South 00°25'32' East, following along said west right—of-way line, a
distance of 167.77 feet to a point, being' the point of curvature of a tangent
curve to the right, having a delta of 8'51'52', a radius of 1617:50 feet and
a long chord of South 04*00'24" West, 250.00 feet;
THENCE along said tangent curve and continuing along said west right-of-way
Line, an arc distance of 250.25 feet to the POINT OF BEGINNING and
CONTAINING 218,939 square feet or 5.03 acres of land more or less.