HomeMy WebLinkAboutRes 11-26 Approving a Development Agreement with Hillwood Entities TOWN OF WESTLAKE
RESOLUTION NO. 11-26
A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE,
TEXAS, APPROVING A DEVELOPMENT AGREEMENT BETWEEN THE TOWN OF
WESTLAKE AND HILLWOOD ALLIANCE SERVICES, LLC (HAS) , AIL
INVESTMENT, L.P., AND HW 164 LAND, LP (COLLECTIVELY REFERRED TO AS
"HILLWOOD ENTITIES"), PERTAINING TO CONVEYANCE OF CERTAIN REAL
PROPERTY TO THE TOWN FOR CREATION OF A NORTHERN ENTRANCE POINT
TO THE WESTLAKE ACADEMY CAMPUS, SETTING OUT RESPONSIBILITIES
AND FUNDING FOR CERTAIN PUBLIC ROADWAY IMPROVEMENTS; AND
PROVIDING A SEVERABILITY CLAUSE.
WHEREAS, the Town of Westlake (the "Town") is experiencing planned growth
through the attraction of economic development projects such as Deloitte University, which is
consistent with the Town's comprehensive plan, as well as enrollment growth at Westlake
Academy and growth in the area in general, all of which contribute to demand for improvements
to Town's public roadway and campus infrastructure, and
WHEREAS, the Town and Hillwood Entities desire to entire enter into a partnership
whereby Hillwood-co-nvey wrtain e-seribed-land-to-the-Town-for--the-creation-of a new northern
entrance point to the Westlake Academy school campus and will fund and construct that said
northern entrance in accordance with the terms and conditions as set for the in that certain
development agreement between the Town and the Hillwood Entities (and others) dated April
25, 2011, and
WHEREAS, the development agreement, attached hereto and incorporated herein as
Exhibit A, sets out the responsibilities of the parties and funding for an additional northern
entrance point to the Westlake Academy school campus to enhance mobility within the campus
and along Ottinger Road; and
WHEREAS, the Town amends its budget for the Fiscal Year 2010-11 from Property Tax
Sales Tax funds to include the payment by the Town to the Hillwood Entities in the amount of
$109,756.59 for interest owed on a Promissory Note dated July 10, 2002 related to the purchase
of the original Westlake Academy campus tract from the Hillwood Entities.
WHEREAS, the Town Council finds that the passage of this Resolution is in the best
interest of the citizens of the Town.
NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN
OF WESTLAKE, TEXAS:
SECTION 1: That all matters stated in the Recitals hereinabove are found to be true and
correct and are incorporated herein by reference as if copied in their entirety.
Resolution 11-26
Page 1 of 2
SECTION 2: That the Town's budget for the Fiscal Year 2010-11 is hereby amended to
reflect an expenditure of$109,756.59 from Property Tax Sales Tax funds for interest owed on a
Promissory Note dated July 10, 2002 related to the purchase of the original Westlake Academy
campus tract from.the Hillwood Entities.
SECTION 3: That the development agreement, attached hereto and incorporated herein
as Exhibit (the"Development Agreement"), is here by approved.
SECTION 4: if any portion, provision, term or condition, of this Resolution, including
any portion, provision, term or condition of the Development Agreement, shall, for any reason,
be declared invalid by any court of competent jurisdiction, such invalidity shall not affect the
remaining portions, provisions, terms or conditions hereof and the Council hereby determines
that it would have adopted this Resolution and the Development Agreement without the invalid
portion, provision, term or condition.
SECTION 5: That this Resolution shall become effective from and after its date of
passage.
PASSED AND APPROVED ON THIS 2911H DAY OF AUGUST, 2011.
- ATTEST: ----- _ t
ra L.-Wheat, lGlayor
Kelly Edwards 'Town Secretary Thomas E. Brymer, Town Manager
OF kF
APPROVED AS TO FORM:
L. ton Lo ry. own orney X A5
Resolution 11-26
Page 2of2
Exhibit A
DEVELOPMENT AGREEMENT
This Development Agreement ("Agreement") is executed to be effective as of the 9-'0"Iday of
uS} , 2011 ("Effective Date") by and among the Town of Westlake, Texas (the "Town"), AIL
Ines meat,L.P.,a Texas limited partnership("AIL"),HW 164 Land,LP,a Texas limited partnership("HW
164") (AIL and HW 164 being collectively referred to in this Agreement as"HW"), and Hillwood Alliance
Services,LLC("HAS"). HW 164 is the owner of that certain approximately 2.025 acre tract of real property
described in Exhibit "A", attached hereto and incorporated herein by reference (the "Northern Entrance
Tract"). This Agreement concerns(i)HW 164's conveyance to the Town of the Northern Entrance Tract,and
(ii)the installation of certain public improvements on the Northern Entrance Tract. The parties hereby agree as
follows:
SECTION 1. THE NORTHERN ENTRANCE TRACT
A. Title. As soon as practical after the Effective Date, HW 164 shall provide the Town with a
current commitment for the issuance of an owner policy of title insurance to the Town from
Republic Title of Texas, 2626 Howell Street, Tenth Floor, Dallas, Texas 752044064,
(214) 855-8820,Attn: Anne Gross(the"Title Company"),including true,correct and,to the
extent reasonably available from the public records,legible copies of all instruments referred
-- to-in the-commitment as-conditions-or-exceptions-to-title-to the-Northern-Entrance Tract;(the -----
"Northern Entrance Title Commitment").
B. Survev. As soon as practical after the Effective Date,HW 164 shall provide the Town with a
current boundary survey of the Northern Entrance Tract prepared by a duly-licensed Texas
land surveyor (the "Northern Entrance Survey"). The legal description in the Survey, if
different from the attached Exhibit"A",shall automatically be substituted as a new Exhibit
"A"to this Agreement.
C. Title and Survey Review. After receipt of the last of the Northern Entrance Title
Commitment and the Northern Entrance Survey, the Town shall have a period of ten (10)
days from such receipt to review same(the"Title Review Period"). If the Northern Entrance
Survey or the Northern Entrance Title Commitment reflects or discloses any Title Defects that
are unacceptable to the Town for any reason whatsoever,then,prior to the expiration of the
Title Review Period, the Town may provide HW 164 with written notice of its objections.
HW 164 may use its reasonable efforts to remove or cure the Title Defects,but shall not be
required to incur any costs or to institute litigation in doing so. If HW 164 does not cure any
or all of the Title Defects, then the Town may terminate this Agreement by giving written
termination notice to HW 164, in which event no party shall have any further rights or
obligations hereunder except those that expressly survive termination. The Town may,in its
sole discretion, elect to waive its objection to any Title Defect at any time. Any items
appearing on the Northern Entrance Title Commitment Title Commitment or the Northern
Entrance Survey to which the Town does not timely object or to which the Town objects but
HW 164 does not cure on or before the Closing shall be deemed"Northern Entrance Tract
Permitted Exceptions".
SECTION 2. CLOSING OF HW 164'S CONVEYANCE OF THE NORTHERN ENTRANCE
Resolution i 1-26
12696903 Page 1 of 19
TRACT TO THE TOWN
A. Time and Place. Unless the parties otherwise agree, the closing of the conveyance of the
Northern Entrance Tract shall be consummated at a closing(the"Closing")to be held at the
offices of the Title Company. The Closing shall occur on the date that is forty-five(45)days
following the Effective Date (the "Closing Date"); provided, however, that the Town may
elect to close earlier on five(5)business days written notice to HW 164.
B. Items to be Delivered by the Town at the Closing. At the Closing,the Town shall deliver or
cause to be delivered to HW 164, at the Town's sole cost and expense except as otherwise
provided below, each of the following items:
(i) Any documents reasonably required by the Title Company in order to close
the transactions contemplated by this Agreement, provided, however, that such additional
documents shall not increase the cost or liability to the Town beyond the cost and liability
contemplated by this Agreement.
C. Items to be Delivered by HW 164 at the Closing. At the Closing,HW 164 shall deliver or
cause to be delivered to the Town, at HW 164's sole cost and expense except as otherwise
provided below, each of the following items:
(i) A deed duly executed and acknowledged by HW 164, in form of
Exhibit"B" attached hereto and incorporated herein by reference(the"Northern Entrance
Deed"), conveying unto the Town good and indefeasible fee simple title to the Northern
Entrance Tract, subject to the Northern Entrance Tract Permitted Exceptions.
(ii) Any other documents reasonably required by the Title Company in order to
close the transactions contemplated by this Agreement, provided, however, that such
additional documents shall not increase the cost or liability to HW 164 beyond the cost and
liability contemplated by this Agreement.
D. Title Insurance and Closing Costs. The Town may, at its expense,purchase title insurance
covering the Northern Entrance Tract. HW 164 shall pay the cost of any escrow fee,
recording fees,tax certificates,federal express fees,courier fees,copy fees and other similar
fees related to the Closing. The Town and HW 164 shall each pay their own attorneys' fees.
E. Adjustments and Prorations. Ad valorem taxes and assessments, owner's association
assessments,and all items of expense regarding the Northern Entrance Tract shall be prorated
as of the date of Closing. All items related to the Northern Entrance Tract which are subject
to proration pertaining to the period prior to the Closing Date shall be charged to HW 164,
and all such prorations pertaining to the period on or following the Closing Date shall be
charged to the Town. If the Closing occurs before the tax rate is fixed for the then current
year,the apportionment of taxes shall be upon the basis of the tax rate for the preceding year
applied to the latest assessed valuation,and such proration shall be final. The Town shall be
responsible for, and shall indemnify HW 164 for, any tax assessment of the Northern
Entrance Tract due to changes in land usage or ownership. The terms of this Section 2.E.
shall survive Closing.
F. "AS-IS"Condition. The Town agrees to accept the Northern Entrance Tract from HW 164
on an"AS-IS","WHERE-IS"basis,and the Town hereby releases HW 164 from and agrees
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SECTION 3. AMENDMENT OF EXISTING POST CLOSING AND FACILITIES CONSTRUCTION
AGREEMENT
A. Post Closing and Facilities Construction Agreement. AIL and the Town previously executed
that certain Post Closing and Facilities Construction Agreement(the"Post Closing Agreement")
dated July 10,2002. As of the Effective Date of this Agreement,AIL and the Town have also
executed a First Amendment to the Post Closing Agreement in the form attached hereto as
Exhibit"C"(the"First Amendment to Post Closing Agreement").
B. Interest Pa3qnent. As consideration for the execution of the First Amendment to Post Closing
Agreement,upon execution of this Agreement,the Town shall pay to AIL the amount of one
hundred nine thousand seven hundred fifty six and 59/100 Dollars ($109,756.59), which
amount is equal to the remaining interest,and all remaining obligations,still owed by the Town
to AIL pursuant to that certain Promissory Note dated July 10,2002 in the original principal
amount of$1,475,400.00.
C. Survival. The terms of this Section 3 shall survive any termination of this Agreement and the
Closing.
SECTION 4. THE ROAD IMPROVEMENTS
A. Road Improvements. The term"Road Improvements" shall mean, collectively, those certain
improvements described and/or depicted on Exhibit "D" attached hereto. Subject to the
T-oven's acquisitionof the-Narthern Enntrance Tract and a�of the plans speer-cations
for the Road Improvements,HAS shall construct the Road Improvements,at HAS's expense,
pursuant to the terms and conditions set forth in this Agreement,on or before the Completion
Deadline(hereinafter defined). HAS and the Town hereby agree and acknowledge as follows:
(i)the Road Improvements shall,for all purposes be deemed part of the Public Improvements as
defined in that certain Development Agreement dated April 25, 2011 executed by the Town,
HW 164,HW 2421 Land,LP,and HAS(the"4/25/11 Development Agreement"),(ii)that all
costs related to the Road Improvements shall for all purposes be deemed part of the Private
Contribution(as defined in the 4/25/11 Development Agreement)and shall count towards the
Maximum Obligation(as defined in the 4/25/11 Development Agreement),(iii)that all aspects
of the construction of the Road Improvements including,without limitation,timing and approval
requirements, shall be subject to all terms and conditions for construction of the Public
Improvements as set forth in the 4/25/11 Development Agreement, and (iv) the 4/25/11
Development Agreement is hereby amended to the extent necessary to reflect the provisions of
this Section 4.A.
B. Com letion Deadline. The deadline for completion of the Road Improvements shall be the date
that is one hundred eighty(18 0)days after the Closing of HW 164's conveyance of the Northern
Entrance Tract to the Town, subject to Force Majeure (the "Completion Deadline"). The
Completion Deadline is also dependent upon timely approvals by the Town,and any delay in a
Town approval related to the Road Improvements or the Northern Entrance Tract shall operate
to delay the Completion Deadline on a day-for-day basis.
C. Maintenance Security for Road Improvements. At the time of initial construction of the Road
Improvements, HAS shall obtain a maintenance bond provided by its general contractor that
guarantees maintenance of the Road Improvements for a period of not less than two(2)years
following completion of construction and acceptance by the Town of such Road Improvements
Resolution 11-26
Page 3of19
Improvements,HAS shall obtain a maintenance bond provided by its general contractor that
guarantees maintenance of the Road Improvements for a period of not less than two(2)years
following completion of construction and acceptance by the Town of such Road
Improvements (said acceptance not to be unreasonably withheld, conditioned or delayed).
The bond shall be in the amount of 100 percent of the costs of the maintenance of such Road
Improvements for this period as reasonably determined by HAS and the Town.
D. Security for Completion of the Road Improvements. HAS shall obtain a performance bond
from the general contractor to insure the completion of the Road Improvements, and either
assign such performance bond to the Town or cause the Town to be listed on such bond as a
co-obligee. The performance bond shall be in the amount of 100 percent of the funds
estimated by HAS's Engineer to be necessary to pay for completion of the Road
Improvements.
E. HAS Engineer. HAS must employ civil engineers licensed to practice in the State of Texas,
for the design and preparation of the plans and specifications for construction of the Road
Improvements.
F. Contractor Approval,. HAS shall employ construction contractors who are approved by the
Town in connection with construction of the Road Improvements. The contractors must meet
the Town's regulatory standards and statutory requirements for being insured, licensed,and
bonded to do work on public streets and/or public projects,and to be qualified in all respects
to bid on public streets and upon public projects of similar nature, as the case may be.
G. Dedication of Property. The Town is financially and procedurally responsible for the
acquisition of any and all additional right of way needed for the construction of the Road
Improvements(other than the Northern Entrance Tract),and neither HW nor HAS shall have
any liability in connection therewith. Any delays related to the Town's acquisition of the
right-of-way or easements needed for construction of the Road Improvements shall be
considered Force Majeure and will operate to extend the Completion Deadline.
H. Engineering Standards. The Road Improvements shall be constructed to the Town's
engineering standards in place as of the Effective Date of this Agreement.
I. Conditions Prior to Construction. Prior to approving commencement of construction of the
Road Improvements,the Town shall be satisfied that the following conditions have been met
with respect thereto:
1. All required plans and contract documents for the Road Improvements,if any, shall
have been completed and filed with the Town.
2. All contractors participating in the construction of the Road Improvements shall be
presented with a set of approved plans bearing the Town stamp of release. These
plans for such Road Improvements must remain on the job site at all times.
3. A complete list of the contractors for the Road Improvements,their representatives
on the site,and the telephone numbers where a responsible party may be reached at
all times,must be submitted to the Town.
4. HAS or the contractor for the Road Improvements must furnish to the Town an
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insurance policy of general liability in the amount of$1,000,000 naming the Town as
an additional insured prior to the commencement of any work on the Road
Improvements. Said insurance policy shall remain in place until final acceptance by
the Town of the Road Improvements (said acceptance not to be unreasonably
withheld, conditioned or delayed).
J. Fees. Any and all applicable Town fees related to the Road Improvements will be waived,
including,without limitation,review,inspection and permit fees. Said waiver of fees shall be
considered a grant under Chapter 380 of the Texas Local Government Code.
K. Inspections. Construction of the Road Improvements shall be subject to periodic inspections
by the Town or the Town's designee. HAS shall be responsible for completing and/or
correcting any of the Road Improvements completed by HAS which are not constructed in
accordance with the Town's engineering standards and the plans and specifications approved
by the Town. Any change in design required during construction shall be reviewed and
approved by the Town (said approval not to be unreasonably withheld, conditioned or
delayed).
L. Limitation on HW and HAS Dedication Requirements. The Town hereby agrees and
acknowledges that, other than the Northern Entrance Tract which is to be conveyed to the
Town pursuant to Section 1 above,HW,HAS and their affiliates,successors and assigns have
previously dedicated all necessary right-of-way or other land for the Road Improvements,and
that no additional right-of-way, easements or other land will be required from HW,HAS or
their affiliates,successors or assigns with regard to the Road Improvements. The limitations
in this section apply only to the specific Road Improvements defined herein and do not in any
way prohibit the Town from utilizing its constitutional and statutory powers at any time in the
future for public purpose beyond the scope of this Agreement.
M. Specific Town Obligations Related to the Road Improvements. The Town must, at the
Town's sole expense:
(i) except for the Northern Entrance Tract which is to be conveyed to the Town pursuant
to Section 1 above,acquire any and all additional right-of-way necessary to construct
the Road Improvements in a timely manner that does not delay construction.
(ii) relocate any and all utilities (including both those owned by the Town and those
owned by private utility companies)as necessary to construct the Road Improvements
in a timely manner that does not delay construction.
Notwithstanding anything to the contrary, (a)HAS's obligation to proceed with contracting
for or construction of the Road Improvements shall be contingent on the Town first fully
satisfying all of its obligations set forth in this Section 4.M., if any, with regard thereto, (b)
HAS will have no obligation to commence the design process or any other work or spend any
money on the Road Improvements until the Town satisfies such obligations,and(c)any delay
by the Town in satisfying such obligations shall operate to extend the Completion Deadline
on a day-for-day basis.
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SECTION 5. GENERAL PROVISIONS
A. Assn ig nment. This Agreement,any part thereof,or any interest herein shall not be assigned by
HAS without the express written consent of the Town which may not be unreasonably
withheld;provided,however,that HW 164 may assign the Option to any third party without
the written consent of the Town.
B. Default and Remedies-HW 164 AIL and the Town. Upon HW 164's or AIL's default(not
cured within applicable cure periods),the Town's sole and exclusive remedies shall be to:(a)
require specific performance of HW 164 and/ or AIL, or (b) terminate this Agreement by
written notice to HW 164 and AIL,in which case this Agreement shall be terminated and no
party shall have any further rights or obligations hereunder except those that expressly survive
termination,or(c)waive such default and proceed to Closing. Upon the Town's default(not
cured within applicable cure periods),HW 164's and AEL's sole and exclusive remedies shall
be to: (a) require specific performance of the Town, or (b) terminate this Agreement by
written notice to the Town, in which case this Agreement shall be terminated and no party
shall have any further rights or obligations hereunder except those that expressly survive
termination,or(c)waive such default and proceed to Closing.
C. Default and Remedies—HAS. If HAS fails to construct the Road Improvements pursuant to
the terms and conditions of this Agreement, then upon a failure of HAS to cure a default
within thirty(30)days following HAS's receipt of a written notice from the Town specifying
such default,the Town, as its sole and exclusive remedies, may:
(i) Declare this Agreement to be in default and require specific performance of HAS's
obligations set forth herein; or
(ii) Obtain funds under the security and complete the Public Improvements itself or
through a third party,provided that HAS will be given first opportunity by the Town
to provide such remedy. Prior to drawing on the security, the Town shall provide
HAS with notice and give HAS a reasonable opportunity to cure.
(iii) Notwithstanding anything to the contrary,in no event may the Town terminate this
Agreement upon a default by HAS or otherwise.
D. Waiver. No covenant or condition of this Agreement may be waived without consent of the
parties to which the covenant or conditions benefit. Forbearance or indulgence by any party
shall not constitute a waiver of any covenant or condition to be performed pursuant to this
Agreement.
E. Independent Contractor Status. HAS covenants that it is an independent contractor and not an
officer,agent,servant or employee of the Town;that HAS shall have exclusive control of the
details of the work performed by HAS hereunder and all persons performing same,and shall
be responsible for the acts and omissions of HAS's officers,agents,employees,contractors,
subcontractors and consultants; that the doctrine of respondent superior shall not apply as
between the Town,HAS,and HAS's officers,agents,employees,contractors,subcontractors
and consultants, and nothing herein shall be construed as creating a partnership or joint
enterprise between the Town, HW or HAS.
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F. General Indemnity Provisions. HAS shall waive all claims, fully release, indemnify,
defend and hold harmless the Town and all of its officials,officers,agents,consultants,
employees and invitees in both their public and private capacities (collectively, the
"Town Parties")from any and all liability,claims,suits,demands or causes of action,
including all expenses of litigation,court costs and attorneys' fees,which may arise by
injury to or death of any person or damage to any property or person to the extent
caused by the negligent acts of HAS, its officers, agents, consultants, employees or
invitees (collectively, the "HAS Parties") arising out of or in connection with this
Agreement. Such indemnification shall not apply to any claim, loss, damage cause of
action, suit or liability that arises more than two years after the completion of
construction of the applicable Project. Notwithstanding anything to the contrary,
nothing contained in this Agreement shall waive the Town's defenses or immunities
under Section 101.001 et seq. of the Texas Civil Practice and Remedies Code or other
applicable statutory or common law.
G. Responsibility for Design Defects. Approval of the Town Engineer or other Town
employee, official, consultant, employee, or officer of any plans, designs or
specifications submitted by HAS under this Agreement shall not constitute or be
deemed to be a release of the responsibility and liability of HAS, its engineer,
contractors, employees, officers, or agents for the accuracy and competency of their
design and specifications. Such approval shall not be deemed to be an assumption of
such responsibility or liability by the Town for any defect in the design and
specifications prepared by the consulting engineer, his officers, agents, servants, or
employees, it being the intent of the parties that approval by the Town Engineer or
other Town employee,official,consultant,or officer signifies the Town approval of only
the general design concept of the improvements to be constructed.
H. Venue. Venue of any action brought hereunder shall be in Tarrant County,Texas.
I. Tax Exem tions. The Town is an exempt organization under Section 151.309 of the Texas
Tax Code, and if any of the HAS Improvements are dedicated to the Town under this
Agreement, such improvements will be dedicated to public use and accepted by the Town
subject to the terms of this Agreement.
J. Notices. Any notices given or required to be given pursuant to this Agreement shall be sent
by regular U.S. mail or certified mail,return receipt requested, to the following:
TO THE TOWN:
Town of Westlake
3 Village Circle, Suite 202
Westlake, Texas 76262
Attn: Town Manager
7
with copy to:
Boyle and Lowry,L.L.P.
4201 Wingren, Suite 108
Irving, Texas 75062
Attn: L. Stanton Lowry
TO HW 164:
HW 164 Land,LP
c/o Hillwood Development Company,LLC
13600 Heritage Parkway, Suite 200
Fort Worth, TX 76177
Attention: Russell Laughlin
with copy to:
Hillwood Development Company, LLC
13600 Heritage Parkway, Suite 200
Fort Worth,TX 76177
Attention: Don Reid
with copy to:
Kelly Hart&Hallman LLP
201 Main Street, Suite 2500
Fort Worth, TX 76102
Attention: Chad Key
TO AIL:
AIL Investment, L.P.
c/o Hillwood Development Company,LLC
13600 Heritage Parkway, Suite 200
Fort Worth,TX 76177
Attention: Russell Laughlin
with copy to:
Hillwood Development Company, LLC
13600 Heritage Parkway, Suite 200
Fort Worth, TX 76177
Attention: Don Reid
with copy to:
Kelly Hart&Hallman LLP
201 Main Street, Suite 2500
Fort Worth,TX 76102
Attention: Chad Key
S
TO HAS:
Hillwood Alliance Services,LLC
c/o Hillwood Development Company,LLC
13600 Heritage Parkway, Suite 200
Fort Worth, TX 76177
Attention: Russell Laughlin
with copy to:
Hillwood Development Company, LLC
13600 Heritage Parkway, Suite 200
Fort Worth,TX 76177
Attention: Don Reid
with copy to:
Felly Hart&Hallman LLP
201 Main Street, Suite 2500
Fort Worth,TX 76102
Attention: Chad Key
K. Third Party Beneficiaries. For purposes of this Agreement,including its intended operation
and effect,the parties specifically agree that(1)this Agreement only affects matters/disputes
between the parties to this Agreement,and is in no way intended by the parties to benefit or
otherwise affect any third person or entity,notwithstanding the fact that such third person or
entities may be in a contractual relationship with the Town, HW 164, AIL, HAS or all of
them; and(2)the terms of this Agreement are not intended to release, either by contract or
operation of law, any third person or entity from obligations owing by them to any party,
L. Several Obligations. Notwithstanding anything to the contrary contained herein, this
Agreement is not intended to create a relationship (contractual or otherwise)between HW
164,AIL and/or HAS,but rather only between each of(i)HW 164 and the Town, (ii)AIL
and the Town and(iii)HAS and the Town. The Town agrees not to hold HW 164 liable or in
default of its obligations hereunder for any failure of AIL and/or HAS to perform their
obligations hereunder;further agrees not to hold AIL liable or in default of their obligations
hereunder for any failure of HW 164 and/or HAS to perform its obligations hereunder,and
further agrees not to hold HAS liable or in default of its obligations hereunder for any failure
of HW 164 and/or AIL to perform their obligations hereunder.
M. Authority to Act. The parties each represent and warrant that the signatories on this
Agreement are authorized to execute this Agreement and bind his/her principals to the terms
and provisions hereof. Each party warrants that any action required to be taken in order for
this Agreement to be binding on it has been duly and properly taken prior to the execution of
this Agreement.
N. Invalidijy. In case any one or more of the provisions contained in this Agreement
shall for any reason be held to be invalid,illegal or unenforceable in any respect,such
invalidity, illegality or uncnforceability shall not affect any other provision thereof,
9
and so long as the contemplated exchanges transpire this Agreement shall be
construed as if such invalid, illegal or unenforceable provision had never been
contained herein.
[Signatures on following pages]
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EXECUTED TO BE EFFECTIVE as of the Effective Date.
HW 164 LAND,LP,
a Texas limited partnership
By: HW 2421 Land GP, LLC,
a Texas limited liability company,
its general partner
By:
' Name:
Title: S r.
THE STATE OF TEXAS §
COUNTY OFA(] §
Qk�The fore oing instrument was acknowledged before me on "° ,1 2011, by
' ° ° , 'i U of HW 2421 Lan GP,LLC,a Texas limited
liability company,genera artner of HW 164 Land,LP,a Texas limited partnership,on behalf of said limited
partnership. 9
Notary Public, State of Texas
LORI L. BOWLING j
Notary Public, Slate of Texas !
My Commission Exp res AIL INVESTMENT,L.P.,
C3c#cb17 } a Texas limited partnership
By: AIL GP, LLC,
a Texas limited liability company,
its general partner
B
Name:
Title: t~ i
THE STATE OF TEXAS §
§
COUNTY 0F `Qa1� §
The foregoing instrume t 'was ackno ledged before me on �P_0 �,4 2011, by
' f. lam, c es. of AIL GP, LL(!, a Texas limited liability
company, general parte r of AIL Investment, L.P., a Texas limited partnership, on behalf of said limited
partnership.
LORI L. BOWLING
' '' °n a" Notary Pub!!c, Stiate of Texas Notary Public, State of Texas
' My Comrn!saion Expires
"�" f}`.� October 17, 2015
HILLWOOD ALLIANCE SERVICES,LLC,
a Texas limited liability company
By: --
Name:
Title: 1 c-C
THE STATE OF TEXAS §
COUNTY OF ( 1 §
The for oing i strument was acknovledgcd before me on �, 2011, by
�. �` • 1CR- 1~e _ of Hillwood Alliance Services, LLC,a Texas
limited liability comp , on behalf of said limited liability company.
— -- ;
LORI L. BOWLING Notary Public, State of Texas
:r�rrgaf,,, i'
Notary Public, State of Tat:I
s
My Commission Expires �
October 17, 2015 i;,
TOWN OF WESTLAKE,TEXAS
Name: Laura Wheat
Title: Mayor
ATTEST:
OF WAS
By:
t� Name: Kelly Ed ds
* Title: Town Secretary
rEX AS FORM RO/P-BY:
��L�r
L. ton LoVry,T Atto ey
THE STATE OF TEXAS §
COUNTY OF
The foregoing instrument was acknowledged before me on _Au$LkFn} 2-.Q , 2011, by
0.UY ,Mayor of the Town of Westlake,on behalf of the TO'Twn.
Notary P blit, S6e of Texas
�}Y SOV1 6
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Exhibit"A" to Development Agreement
Description of the Northern Entrance Tract
[to be attached]
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Exhibit"B" to Development Agreement
Form of Northern Entrance Deed
[to be attached]
FIRST AMENDMENT
TO POST CLOSING AND FACILITIES CONSTRUCTION AGREEMENT
This First Amendment to Post Closing and Facilities Construction Agreement ("First
Amendment") is executed by AIL Investment, L.P., a Texas limited partnership ("Hillwood"),
and The Town of Westlake, Texas, a Type A General Law Municipality ("Westlake") to be
effective as of , 2011 (the "Amendment Date").
WHEREAS, Hillwood and Westlake executed that certain Post Closing and Facilities
Construction Agreement with an effective date of July 10, 2002 (the "Agreement");
WHEREAS, pursuant to Section 3 of the Agreement, the Town agreed to construct
certain roadway improvements described therein as the Phase I Road Improvements, the Phase II
Road Improvements and the Phase III Road Improvements;
WHEREAS, the Town has not yet completed the Phase II Road Improvements or the
Phase III Road Improvements; and
WHEREAS, Hillwood and Westlake have agreed to amend the Agreement as provided in
this First Amendment;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this First Amendment and in the Agreement, and for other good and valuable
consideration, which the parties acknowledge receiving, Hillwood and Westlake agree as
follows:
1. Section 3 and Section 4 of the Agreement are hereby deleted in their entirety and
replaced with the following:
"3. Roadway. Westlake shall complete the following roadway
improvements: (a) the northerly two (2) lanes of the "Adjacent Roadway"
generally from the intersection with the future "Westlake Parkway" westerly to
the western boundary of the Phase I Site Improvements and (b) a temporary
connection from the adjacent roadway to the existing Ottinger Road, north of the
Property, generally as set forth on Exhibit "C", and shall be completed on or
before the date set forth in Exhibit "C" (collectively, the "Roadway
Improvements"). Westlake shall have no obligation to construct the Phase II
Road Improvements or the Phase III Road Improvements.
4. Intentionally Deleted."
2. For the avoidance of doubt, Hillwood and Westlake hereby agree that, as of the
Amendment Date, (a) Westlake's obligation to construct the Phase I1 Road Improvements and the
Phase III Road Improvements is hereby terminated and released in its entirety,and(b)Hillwood and
its affiliates shall have no obligation to dedicate any property in connection with the Roadway
Improvements (as such term is defined in the Agreement).
3. This First Amendment may be executed by facsimile or otherwise in multiple
counterparts, each of which will, for all purposes, be deemed an original, but which together will
constitute one and the same instrument.
4. Except as otherwise specifically amended hereby,the Agreement remains in full force
and effect as agreed to by the parties.
5. All capitalized terms used herein which are not otherwise defined have the same
definitions as set forth in the Contract.
[Signatures on following page]
IN WITNESS WHEREOF, the undersigned have executed this First Amendment to be
effective as of the Amendment Date.
HILLWOOII:
AIL INVESTMENT, L.P.,
a Texas limited partnership
By: AIL GP, LLC,
a Texas limited liability company,
its general partner
l' By:. v,
Name: �... S 1
Title: h -e
WESTLAKE:
.44t1 OF W_, TOWN OF WESTLAKE,TEXAS
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DEDICATION DEED
THE STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF TARRANT §
That HW 2421 Land, LP, a Texas limited partnership and Hillwood Investment Land,
L.P., a Texas limited partnership (collectively the "Grantor"), for and in consideration of the
acceptance of the terms, conditions and reservations contained herein by The Town of Westlake,
Texas, a municipal corporation of Tarrant and Denton Counties, Texas ("Grantee"), and other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
Has GRANTED and CONVEYED, and by these presents does GRANT and CONVEY,
unto Grantee, as a dedication for the uses set forth herein, all of that certain tract of real property
situated in Tarrant County, Texas described in Exhibit "A" attached hereto and made a part hereof
by reference the "Proper ff).
This conveyance of the Property is made and accepted subject to the following (the
"Permitted Exceptions"): (i) the restrictions hereinafter set forth, (ii) the easements reserved as
set forth in Exhibit "B" attached hereto and made a part hereof by reference, and (iii) all other
matters of record affecting the Property that may exist as of the recordation of this instrument.
The Property is conveyed to Grantee to he used only for the following purposes (the
"Permitted Purposes"): the construction, use, maintenance, repair and reconstruction of a public
roadway and for any other legal purpose, including without limitation, drainage facilities, utilities,
--franchms, pipelines and-conduits of whatever-kind--or-description-,-both=publicly-owned—and- --- --
privately owned, where permitted by Grantee. All facilities constructed on the Property, other
than the public roadway, must be buried beneath the surface of the Property (the "Underg_round
Facilities"). Appurtenances to the Underground Facilities that cannot be installed underground
but can only be installed on the surface of the Property may be installed on the surface of the
Property. Temporary Facilities may be constructed on the surface of the Property or above the
surface of the Property. For purposes of this agreement, "Temporary Facilities" shall mean only
those surface-mounted or above-ground facilities required to service projects under construction.
In no event shall Temporary Facilities be installed for more than two years. Temporary Facilities
shall be removed at the expense of the party that installs the Temporary Facilities. Nothing herein
shall be construed as requiring Grantee or a permittee of Grantee to bear the increased cost of the
underground facilities required by this agreement(as compared to the cost of overhead facilities).
There is excepted from this conveyance and reserved unto Grantor all of the water, oil, gas
and other minerals in, on or under the Property, PROVIDED, HOWEVER, THAT GRANTOR
SHALL NOT EXPLORE FOR, PRODUCE OR MINE SUCH MINERALS IN ANY MANNER
THAT WOULD INTERFERE WITH GRANTEE'S USE OF THE PROPERTY.
Grantor hereby retains and reserves a possibility of reverter in favor of Grantor pursuant to
which the conveyance hereunder shall be automatically void and the estate granted shall be
automatically terminated and forfeited, without the necessity of any notice (except as expressly
provided in this Dedication Deed), election or re-entry whatsoever, with respect to any portion of
the Property that, for a period of two years (after commencement of use of the roadway that has
been constructed and opened on the Property) is not used as a public roadway, and Grantor gives
Grantee written notice of such condition and such condition continues to exist 60 days following
the giving of such notice, whereupon, effective as of the expiration of such 60-day period, all
right, title and interest in and to such portion of the Property and all improvements then existing
thereon shall automatically revert to Grantor. It is the express intention of Grantor and Grantee
that Grantor is conveying to Grantee an estate in fee simple determinable in and to the Property
Page 1
Dedication Deed
6043-deddeed-HW 2421-HW Investment-Westlake
and that the provisions of this paragraph shall constitute conditional limitations upon the estate
conveyed herein and not a covenant or a right of re-entry for breach of condition subsequent,
such that fee simple title to the Property or the portion thereof that is not used as a public
roadway for a period of two years (after commencement of use of the roadway that has been
constructed and opened on the Property), together with improvements then existing thereon, shall
automatically revert to Grantor, and no notice (except as expressly provided in this Dedication
Deed), election or re-entry upon the Property shall be required to vest title to the Property (or
portion thereof) and all improvements then existing thereon, in Grantor. Neither the occurrence
of a condition due to an act or failure to act by a third parry, nor impossibility or inability of
Grantee to prevent the occurrence of a condition, shall excuse such occurrence or condition or
prevent the automatic termination of the determinable fee estate conveyed hereby.
Notwithstanding the above provisions, in the event that the fee simple title to the Property
reverts to Grantor as provided above, Grantee shall retain a perpetual, underground easement that
shall survive such reversion on the following terms:
(a) Any underground utility or other facilities installed in compliance with the Permitted
Purposes and existing as of the date of such reversion, owned by Grantee or any other entity,may
remain in place, and the owners thereof shall have the right to use, operate, maintain and repair
such utilities;
(b) Grantee shall have the right to install, use, operate, maintain and repair under the Property
underground water, sanitary sewer and storm drainage facilities, as well as an other underground
utility facilities that Grantee may own and operate in the future, and any necessary appurtenances
thereto; and
(c) Grantee shall have the right to allow or permit any public utility to install, use, operate,
maintain and repair under the Property any underground public utility facilities.
Notwithstanding the above stated easement rights that will be retained by Grantee in the event of
such reversion, Grantor, and its successors, assigns and permittees, shall have the right to use the
surface of the Property and any area beneath the surface of the Property for any use that does not
interfere with the easement rights of Grantee and others described above. Further, Grantor, at its
expense, shall have the right to relocate any utilities and facilities that are the subject of such
rights provided that the level of service provided by such utilities at the new location will not be
impaired in any material respect, either in the process of such relocation or after the completion
thereof.
The right of reversion reserved herein shall terminate and shall be of no further force or
effect 21 years less one day after the death of the last survivor of any of the descendants of Queen
Elizabeth H of England living on the date of execution of this Dedication Deed. The possibility
of reverter and all other rights, options and easements retained or reserved by Grantor in this
Dedication Deed shall be the property of and'shall inure to the benefit of Grantor, its successors
and assigns, and are not appurtenant to any tract of property (other than the Property). All
provisions of this Dedication Deed applicable to Grantor and Grantee shall be applicable to their
respective successors and assigns.
Grantor hereby disclaims any warranty, guaranty or representation, oral or written, past,
present or future, of, as, to or concerning (i) the nature and condition of the Property, including,
but not limited to, the suitability thereof for any activity or use; (ii) the condition of any
improvements located thereon; (iii) the compliance of the Property with any laws, rules,
ordinances or regulations of any government or other body. The conveyance of the Property as
provided for herein is made on an "AS IS" basis, and by its acceptance of this Deed and in
Page 2
Dedication Deed
6043-deddeed-HW 2421-HW Investment-Westlake
consideration of the conveyances by Grantor herein, Grantee acknowledges that, except as
otherwise specifically stated in this Dedication Deed, GRANTOR MAKES NO
REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF
LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF
CONDITION, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, ALL OF WHICH WARRANTIES, TO THE FULLEST
EXTENT PERMITTED BY LAW,ARE EXPRESSLY DISCLAIMED.
TO HAVE AND TO HOLD the Property, subject to the Permitted Exceptions, together
with all and singular the rights and appurtenances thereto in anywise belonging, unto Grantee, its
successors and assigns forever; and Grantor does hereby bind itself, its successors and assigns, to
WARRANT AND FOREVER DEFEND all and singular the Property, subject to the Permitted
Exceptions, unto Grantee, its 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.
EXECUTED this day of5QQ ,2011.
HW 2421 LAND, LP,
a Texas limited partnership
By: HW 2421 Land GP, LLC,
a Texas limited liability company,
its general partner
y: _
L. ussellghl.
Senior Vice President
HILLWOOD INVESTMENT LAND, L.P.,
a Texas limited partnership
By: Hillwood Operating, L.P.,
a Texas limited partnership,
its general partner
By: Hillwood Services GP, LLC,
a Texas limited liability company,
its general partner
By:
'2'.1�' L'—
L. kussclgpirt
Senior Vice President
Page 3
Dedication Deed
6043-deddeed-HW 2421-HW Investment-Westlake
ACCEPTED ON THE TERMS,
CONDITIONS AND RESERVATIONS
CONTAINED HEREIN:
The Town of Westlake
By:
Town Manager
°
ATTEST: Q�N WFST
� = m
APPROY S O O ?1p X'A As
Ta ttorn
e./61-Z
--THE STATE-OF TEXAS --- -§-------
COUNTY OF TARRANT §
This instrument was acknowledged before me on this day oO l l by
L. Russell Laughlin, Senior Vice President of HW 2421 Land GP, LLC, gene al partner of HW
2421. Land,LP, a Texas limited partnership, on behalf of said limited partnership.
Notary Public,State of Texas ln.���
:hc My Gommission Expires
`�- ;f�f•E}••�' April 28, 201 5 Notary Public, State of Texas
THE STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on 101 2011, by L.
Russell Laughlin, Senior Vice President of Hillwood Services G , LLC, a Texas limited liability
company, on behalf of ,said limited liability company, in its capacity as general partner of
Hillwood Operating, L.P., a Texas limited partnership, on behalf of said limited partnership, in
its capacity as general partner of Hillwood Investment Land, L.P., a Texas limited partnership,
on behalf of said limited partnership.
Notary Public, State of Texas
+;`rRratfl� FAR..;y !AN�r Page
Notary PL.')134, ,_gate -f Texas i Dedication Deed
i:1iy 4omrn� ssror expires
Ar.rij 9 1 7 6043-deddeed-HW 2421-HW Investment-Westlake
R
THE STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on this V54- day of&QkVj2& 2011,
by::ffiu 0,:s E.�ru.rrer the Town Manager of the Town of Westlake,
Texas, and by , Town Attorney of the Town of Westlake,
Texas, a municipal corporation, on behalf of the Town of Westlake, Texas.
KELLY EMARDS
NAY COMMIsSION E01RES Not Publi tate of Texas
SO. FehruM 32014
GRANTEE'S ADDRESS: AFTER RECORDING,RETURN TO:
The Town of Westlake The Town of Westlake
3 Village Circle, Suite 207 3 Village Circle, Suite 207
Westlake, TX 76262 Westlake, TX 76262
Attention: Town Manager Attention: Town Manager
WITH COPY TO:
=-- - - HW 2421.Land GP,LLC
13600-Herftage-Parkway-Suite 200 ---
-- Fort-Worthy TX 76177
Attention: L. Russell Laughlin
Hillwood investment Land, LP
13600 Heritage Parkway Suite 200
Fort Worth,TX 76177
Attention: L. Russell Laughlin
Page 5 A
Dedication Deed
6043-deddeed-HW 2421-HW Investment-Westlake
THE STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on this day of 2011,
by the Town Manager of the T wan of Westlake,
Texas, and by Town
Attorney of the Town of Westlake,
Texas, a municipal corporation; on behalf of the Town of Westlake, Texas.
DONNA MADDERRA 1 � a Yna `&tM
NOTARY PUBUCNot Public, State of Texas
STATE OF TEXAS �'Y
COMMISSION EXPIRES
DECEMBER 20, 2091
GRANTEE'S ADDRESS: AFTER RECORDING,RETURN TO:
The Town of Westlake The Town of Westlake
3 Village Circle, Suite 207 3 Village Circle, Suite 207
Westlake,TX 76262 Westlake, TX 76262
Attention: Town Manager Attention: Town Manager
WITH COPY TO:
HW 2421 Land GP, LLC
13600 Heritage Parkway_Suite 200
.. .. .... . . ..... .
Fort Worth,_TX 76177
- -—- Attention:—L—. Russeli Laughlin
Hillwood Investment Land, LP
13600 Heritage Parkway Suite 200
Fort Worth, TX 76177
Attention: L. Russell Laughlin
Page 5
Dedication Deed
6043-deddeed-HW 2421-HW Investment-Westlake
EXHIBIT "B"
EASEMENTS RESERVED
1. Grantor hereby reserves a non-exclusive, assignable, free easement over and
across the surface of any portion of the Property not covered by pavement for the installation and
maintenance of landscaping and an underground landscape irrigation system. Grantor or
Grantor's assignee, whichever entity installs any such landscaping or underground irrigation
system, shall have the right and responsibility to keep such landscaping and irrigation system in
good condition and repair. Grantee shall have no responsibility for any such maintenance.
Grantee, at Grantor's expense, shall have the right to take such action as necessary to stop water
from running on the Property from any leaks in the irrigation system that are not promptly
repaired by Grantor or its assignee.
2. The easements reserved in this Exhibit "B" are easements in gross for the benefit
of Grantor and its successors and assigns.
3. Grantor or its assignee shall make no use of the Property without Grantee's
consent, which shall not be unreasonably withheld or delayed. Grantor or its assignee shall
restore or repair any damage to the Property resulting from such use by Grantor or its assignee.
4. The person or entity (whether Grantor or an assignee of Grantor) exercising any
right to._install_any__landscaping or_facilities_pursuant to_,the easement_reserved_herein..shall _
-------_._indemnify and--hold Grantee-harmless acid against any claims or damages (including court -----
_casts_and_reasonable-attorneys'_fees)__resulting_from_the construction,. installation, maintenance,
use or existence of such landscaping or facilities except such claims or damages that result from
the negligence of Grantee or its employees, agents or contractors.Notwithstanding the foregoing,
Grantor shall not have any liability under this indemnity with respect to any landscaping or
facilities installed by an assignee of Grantor or with respect to any landscaping or facilities
assigned or conveyed by Grantor to an assignee after installation,provided that Grantor has given
Grantee written notice of such assignment, by certified mail return receipt requested, at Grantee's
address set forth in the Dedication Deed. Any such assignee (of whom Grantee has been notified
as provided above) shall be automatically deemed to have assumed this indemnity upon such
assignment and Grantor shall be deemed released therefrom. As a condition to the obligations
under this indemnity, Grantee must give the indemnifying party prompt notice of any claim that
may be covered by this-indemnity, shall cooperate in the defense thereof, and shall not take any
action, including, but not limited to, a settlement of the claim, that would adversely affect the
defense of such claim without the prior written consent of the indemnifying party. The above
provisions do not restrict in any way the right of Grantee to bring suit under or otherwise enforce
this indemnity in accordance with its terms.
5. By its acceptance of this Dedication Deed, Grantee agrees to execute such further
instruments confirming or evidencing the easements reserved in this Exhibit "B" as Grantor from
time to time may reasonably request, including, but not limited to, any utility easement
documents used by any utility company, although such execution is not necessary for the exercise
of any rights under this easement.
Exhibit B to Dedication Deed
6043-deddeed-HW 2421-HW Investment-Westlake
LEGAL DESCRIPTION
RIGHT-OF-WAY DEDICATION
BEING a tract of land situated in the J. Gibson Survey,Abstract Number 592,Town of
Westlake, Tarrant County, Texas; and being a portion of that.certain tract of land described by
deed to Hillwood Investment Land, LP, as recorded in County Clerk's Filing Number
D207311517, County Records, Tarrant County, Texas, and also a portion of that certain tract of
land described by deed to HW 2421 Land, LP, as recorded in County Clerk's Filing Number
D209181337,County Records, Tarrant County,Texas, and being.more particularly described by
metes and bounds as follows:
COMMENCING at a 518 inch square iron rod found in the north line of-the Carpenter Addition.,
as recorded in Volume 388-120, Page 90, Plat Records,Tarrant County, Texas, said square iron
being the common north corner of Lots 1.2 and 13, said Carpenter Addition;
THENCE N 89054'55"E, 343.79 feet along said north line to a 518 inch iron rod with cap
stamped "Peloton"set for the POINT OF BEGINNING;
THENCE N 00"09'1 9"W, 1064.68 feet to a 5/8 inch iron rod with cap stamped "Peloton" set;
THENCE N 18005'28"W, 16.24 feet to a 518 inch iron.rod with cap stamped"Peloton" set;
THENCE N 00"09'19"W, 66.57 feet to a 518 inch iron rod with cap stamped "Peloton"set;
THENCE N 22°36'21"E, 27.31 feet to a 518 inch iron rod with cap stamped"Peloton" set in the
southwesterly line of that.certain 1.37 acre tract of land described by deed to the Town of
Westlake, as recorded in County Clerk's Filing Number D203154759, County. Records,Tarrant
County, Texas;
THENCE S 00°02'05"E, 42.22 feet along the southwesterly line of said 1.37 acre tract to a 518
inch iron rod with cap stamped"Peloton"set;
THENCE N 89057155"E, 51.18 feet along the most southerly line of said 1.37 acre tract to a 5/8
inch iron rod with cap stamped"Peloton"set;
THENCE N 43006'413"E, 12.17 feet along the southeasterly line of said 1.37 acre tract to a 5/8
inch iron rod with cap stamped "Peloton"set;
THENCE S 00009'06"E, 719.71 feet departing said 1.37 acre tract to a 5I8 inch iron rod with
cap stamped"Peloton" set;
THENCE S 221104'57"E,26.04 feet to a 518 inch iron rod with cap stamped"Peloton" set;
THENCE S 00°15'38"E, 64.22 feet to a 518 inch iron rod with cap stamped "Peloton" set,being
the northeast corner of that certain 0.468 acre tract of land described by deed to the Town of
Peloton Job No. 10-HWA010 Page 1 of 2
GAJob110-HWA010-Dove RoadlSurlLega1110-hwal01.6—row 1.doex Tracking No. XX
ACF 6043
Westlake, as recorded in County Clerk's Filing Number D203206081, County Records, Tarrant
County,Texas;
THENCE S 89049'56"W,44.35 feet along the north line of said 0.468 acre tract to a P.K. nail
set;
THENCE S 000 18'05"E, 330.36 feet along the west line of said 0.468 acre tract to a P.K. nail
set;
THENCE S 89054'55"W, 31.29 feet departing said 0.468 acre tract to the POINT OF
BEGINNING, and containing 63,510 square feet, or 1.458 acres of land more or less.
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.................Iy .____._...._._.
TERENCE A. MURRAY
= o ~6059
_ .--._ �iji�-�.ESS tfl.• b
Peloton Job No. 10-HWAO 10 Page 2 of 2
G:\Job110-HWA010-Dove RoadlSurlLegal110-hwal0l.6 rowl.doex Tracking No. XX
ACF 6043
DIAlt rLANt 6UUt4U1NAlL SYSTEM.
LOT 1 BLOCK 1 NORTH CENTRAL ZONE. NAD 83
WESTLAKE MIIN VALUES DERIVED FROM THE GEDTEC
}CIPAL C(1MPLEXt�� f� XETWORK FOR NORTH CENTRAL
CAB. A, SLIDE 8811 TEAS
P.R:TCT ��� ALL CORNERS ARE 5/8 INCH IRON
1/2 IRON RODS WITH CAPS STAMPED "PELOTON"
E ROD FOUND X11 (� L' SET UNLESS OTHERWISE NOTED.
1 01 2.72' 'GR'AHAM'
112 IRON V Na9°49'40"E L5ROFOUND L6
"GRAHAAM" L 4 L
5/8"IRON RDD FOUND
SCALE 1"-200° L 3 "CARTER & BURGESS"
—70'
MW 2421 LAND, LP J. Cc�T�� SON SURVEY
D209a81337CR,T.C.T 65' ABSTRACT NUMBER 502
0
ti
5/8"IRON ROD FOUND Q
"CARTER & BURGESS e
LINE BEARING DISTANCE w
L1 N00009` 1.9"W 1064. 68' z
L2 N1 8°05'2.8"1N 16-24' HW 2421 LAND LP Wit~
L3 N0D D9' 1 9"W
66-57' 0709180337 C.R. C.T.
L4 N22°36'21 "E 27. 31 ' L8 w
L5 S00002'05"E 42.22' W
Lu ROD FOUND Z�
"CARTER 8 BURGESS"
L6 N89057'55"E51 . 38' Q
L7 N43°O6'40"E 12.17'
L8 SOO°09'05"E 719. 71 ' L1
L9 S22°04:57"E 26.04'
z
-L10 SOO"_1-5:'..38..".E .- . 64.22
- ---
- -L1-1 Sg9° gg... .__. _x..4.. 35-, -- ------
-5&"W -- - - --
-1-32 Soo° 18"--:05"E_ 330. 36' --- - l9 -- - - - — —
L 3 S89054"55"W " f ACCESS EASEMENT AGREEMENT p
31 . 29 P.K ---- 0208246577 C.R.T.C.T.---
NAIL 410 - -- _- _ N89°5O'S7"E
SET -"--- -----------------
187.28'
1283.28'
5/8"IRON ROD FOUND
�o "CARTER $ BURGESS"
L11
0
HILL WOOD.INVESTMENT LAND, LP a
D207311577,CR.T C.T. L12 HW 2421 LAND, LP
D209181335 C.R.T.C.T.
POINT OF POINT OF Q.
COMMENCING BEGINNING
3
N89°54'55"E 343.79' P.K.
Ll NAIL
5/B'SQUARE 175.00' 5/8"IRON = SET
IRON RDD ROD FOUND
FOUND "PELOTON"
la
L13
CARPENTER ADDITION I-
VOL.386-120 PG. 90 OE T
P.R_T_ T.
11 12 13 14 p STONEHURST ADDITION
DIY9046148 P.R.T.C.T. TERENCEwAll URRAY
.... :...x.........
5059
z OQ
E-'
10-HWAGIO.6 ROW1 E-
0 AN EXHIBFT SHOWING
£:e A VARIABLE WIDTH RIGHT-OF-WAY DEDICATIDN .
i•s iSITUATED IN THE J.GIBSON SURVEY,ABSTRACT NUMBER 592,
=.s P E LO T O 1� TARRANT COUNTY,TEXAS
11111— LAND SOLUTIONS
6761 KROGER OP.STE,1851 KELLER.TX 762441 R17.567.3350 JOB# 10-HWAOIO DRAWN BY: TAM CHECKED BY: JFK DATE: 09-07-11 PAGE# 1
ACF 6043
County Clerk
Denton, Tx 76202
70 20t 1 00090032
Instrument Number: 2011-90032
As
Recorded On: September 23, 2011 Deed
Parties: HW 2421 LAND LP Billable Pages: 11
To Number of Pages: 11
Comment:
(Parties listed above are for Clerks reference only)
** Examined and Charged as Follows: **
Deed 51.00
Total Recording: 51.00
************ DO NOT REMOVE. THIS PAGE IS PART OF THE INSTRUMENT
Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY
because of color or race is invalid and unenforceable under federal law.
File Information: Record and Return To:
Document Number: 2011-90032
Receipt Number: 831179 THE TOWN OF WESTLAKE
Recorded Date/Time: September 23, 2011 12:37:37P 3 VILLAGE CIR STE 207
TOWN MANAGER
User 1 Station: J Morris - Cash Station 1 WESTLAKE TX 76262
Q THE STATE OF TEXAS}
COUNTY OF DENTON }
I hereby certify that this instrument was FILED in the File Number sequence on the datelkima
printed heron,and was duly RECORDED in the official Records of Denton County,Texas.
County Clerk
''-».......�' Denton County, Texas
MARY LOUISE GARCIA
.,, � " #•.
COUNTYCLERK
i 100 West Weatherford Fart Worth, TX 76196-0401
*•" PHONE(817) 884-1195
HILLWOOD PROPERTIES
13600 HERITAGE PKWY, STE 200
FT WORTH, TX 76177
Submitter: HILLWOOD PROPERTIES
DO NOT DESTROY
WARNING - THIS IS PART OF THE OFFICIAL RECORD.
Filed For Registration: 9/21/20114:48 PM
Instrument#: D211229926
D 11 PGS $52.00
By.
i, ✓
D211229926
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.
Prepared by: SLDAVES
(-o 1 -7
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 VMBEPL
1
THE STATE OF TEXAS § cn
S
COUNTY OF TARRANT
THAT, HW 164, LP, a Texas limited partnership ("Grantar"), for and in corssideratl r
of the sum of $10.00 cash In hand paid by the Town of Westlake. a Type A General LrNA,
Municipality ("Grantee"), whose address is 3 Village Circle, Suite 202, Westlake, Texas 7620,
Attn: Town Manager, and other good and valuable consideration, the receipt anc� sufficiency of
which are hereby acknowledged by Grantor, has GRANTED, BARGAINED, SOLD and
CONVEYED and by these presents does GRANT, BARGAIN, SELL and CONVEY unto
Grantee, 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_L-provernents-_and._fixtures:_ouiTently attached-to-and,located-thereon::{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.
This conveyance is being made by Grantor and accepted by Grantee subject to all
easements, restrictions, rights, reservations, encumbrances and other matters described in
Exhibits "B", "C", and "D", respectively, attached hereto and incorporated herein by reference
(collectively,the "Permitted Exceptions).
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; and subject to the Permitted Exceptions, 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.
1261446_1
Grantee acknowledges that, except for the special warranty of title contained in this
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 (a) HAS INVESTIGATED AND INSPECTED THE PROPERTY TO ITS
SATISFACTION AND IS FAMILIAR AND SATISFIED WITH THE CONDITION OF
THE PROPERTY, AND (b) 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 (a) WITHOUT-THIS--
ACCEPTANCE,
ITHOUT-THIS-ACCEPTANCE,-T-HIS CONVEYANCE—WOULD NOT BE- -MADE; AND- (b) THAT
GRANTOR SHALL BE UNDER NO OBLIGATION WHATSOEVER TO UNDERTAKE
ANY REPAIR, ALTERATION, REMEDIATION OR OTHER WORK OF ANY HIND
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 ENTX IRONMENTAL CONTAMINANTS ON, WITHIN OR
UNDER THE SURFACE OF THE PROPERTY, WHETHER KNOWN OR UNKNOWN,
APPARENT, 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 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
Special Warranty Deed --Page 2
LIABILITY 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. q
EXECUTED to be effective the 1 day of 5 km QS , 2011 (the "Effective
Date')_
GRANTOR:
Ham'164 Land,LP,
a Texas limited partnership
By: HW 2421 Land GP, LLC,
a Texas limited liability company,
its general partner
By-
Na
Name:
Title: !S�r .
THE STATE OF TEXAS
COUNTY OF TARR_ANT
This instrument was acknowle4gedfore me on S r' 2011, by
L. i S°c. PNOS. of HW 2421 Land GP, LLC, a Texas
limited liability coinpa , general partner of HW 164 Land, LP, a Texas limited partnership. on
behalf of said limited partnership.
LORI L. BOWLING
Notary Public,State of Texas
., Notary Public, State of Texas
'My commission Expires
October 17, 2015
f �s in'643
Special Warrantv Deed --Page 3
AGREED TO THIS day of , 2011:
TOWN OF WESTLAKE,TEXAS
r
By:
Name: v-&
Title:
ATTEST:
By:
Name:
Title: rZ
FORM AP fl: BY:
L. owry, lAtton y
THE STATE OF TEXAS §
COUNTY OF TARRAN T §
This instrument was acknowledged before me on `,ISc. 2011; by
U+rcx i, 7he cam' of the Town of Westlake, Texas, a Type
A General Law Municipality, on beha f of the Tmvil.
Notary,aPublic tate of Texas
-------- ----
Al . e' KELLY EDWARDS ry
"` MY COMMISSION EXPIRE:
February 3,2414
Special Wan-antY Deet! --Page 4
Exhibit"A" to Deed
Lelzal Descrilption
[to be attached]
PROPERTY DESCR I t T I ON
BEING A TRACT OF LAT40 SITUATED IN THE RICHARD SALTS SURVEY, ABSTRACT
NUMBER 492, TARRANT COUNTY, TEXAS, AND 1391I1G ALL OF THAT CERTAIN
TRACT OF LAND D SCR 18ED BY DEED TO FRANK WR I GHT, JR., AND FIFE
DORQTHT MARIE WR I!al'i't, AS RECORDED IN VDt LPME 2813, PAGE 49, REAL
PROPERTY RECORDS OF DENTON COUNTY, TEXAS, AND BEING MDRE
PARTI C€iLARLY DESCRi M BY METCS AMD BOUt ?S AS FITLLt WSo
BEGI NN I N AT A 5/8 INCH IRON RIS WITH PLASTIC CAP STAMPED "CARTER &
BURGESS" SET AT T14E SOUTHEAST PROPERTY CORNER OF SAID WRIGHT TRACT)
THENCE S 89°52' 59nW. 420- 00 FEET ALONG TBE SOUTH PROPERTY LINE OF SAID
WfktC,BT TRACT TO A 5/8 INCH IRON POD SMITH PLASTIC CAP STAMPED "CARTER
&.__BURGESS" Sri -AT TliE..SOUTHWEST- CORNER-..OF_SA 10 _WWI GHT_TRACT,. AND
} BE II NG IIyN7�tHE tBOUNDARY LINE OF TIS}AE's CtR3TA I N TRACT OFF iLAND
DESCRIBED
':OLLI1 E 8565, PAGE 855, COUNTY RECORDS, TARRANT COUNTY, TEXASp
THENCE N 0D*26' 5S"W. s 10. 00 FEET ALONG THE COMMON PROPERTY LINE OF T14E
WEST PROPERTY LINE OF SAID WRIGHT TRACT AND SAID LEE BOUNDARY LINE
TO A 5/8 INCH IRON ROD WITH FLAST I C CAP STAMVD "CAA TER & SUROE SS" SET
AT THE NORTfiW ST CORBER OF SAID WR I GRI` TRACT,
THENCE N 89°52'59"E, 420. BD FEET AL014G THE COM014 PROPERTY LINE OF PHE
NORTH PROPERTY L1,'gE OF SAID INRIGIIT TRACT AND SAID LEE BOUNDARY LINE
TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "CARTER & BUKESS" SET
AT THE NORTHEAST t RNER OF SAID WRIGHT TRACT;
TH04CE 5 0026' 56"E, 210. 00 FEET AL014G Ti IE EAST PROPERTY L 114E OF SAID
iG14T TBVLT TO THE POINT OF BEGINNING AND CONTAINING 6e,201 S€UARE
FEET DA 2.025 ACRES OF LAND MORE OR LESS,
I
EXHIBIT"A"to Deed --Page 1
Exhibit "B" to Deed
Permitted Exceptions
1. The lien for 20�ad valorem taxes not yet due and payable.
2. All matters contained in Exhibits to this Deed.
3. [Permitted Exceptions as established under the Exchange Agreement]
EXHIBIT"8"to Deed --Pa-0e I
Exhibit"C" to Deed
Use Restrictions/Development Standards
Grantor intends for the Property conveyed pursuant to the Special Warranty Deed to
which this Exhibit "C" 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 "C" (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 (i) the municipal
public purposes set forth in Exhibit "C-1" attached bereto and made a part hereof and (ii) a
public school and related facilities (the "Charter School") operated under and pursuant to
Grantee's charter for Westlake Academy, an open enrollment charter school, for which the
Original Application was submitted to the State Board of Education ("SBOE") on February 15,
2001 and approved by SBOE in July 2001 (the "Charter") as amended by state law or similar
public school established by state law enacted to modify or replace the existing charter school
---- program of the SBOE.
2. PROHIBITED USES. The following uses are prohibited on the Property either
as part of the Permitted Use set forth in Paragraph 1 above 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;
£ the raising, 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;
EXHIBIT"C17 to Deed --Page 1
i. horse or dog; racing track or any facility for off-track pari-mutuel
betting;
j. any use that interferes with aircraft navigation or communication,
including, but not limited to, any use that would interfere with the operation of a Federal
Aviation Administration Category Ill instrument landing system if such system in fact
was operated in connection with Fort Worth Alliance Airport,
k. any dangerous, noxious, offensive or nuisance activities, or any activities
which violate any applicable laws; any operation or use of any portion of the Property
that causes or produces noise or sound that is objectionable to neighboring property
owners because of its volume, duration, fregiiency or shriilness, smoke, noxious, toxic or
corrosive fumes or gases, obnoxious odors, dust or dirt or unusual fire or explosion
hazards.
3. DEVELOPMENT RESTRICTIONS. Unless otherwise approved by Grantor,
all development of the Property and all buildings and improvements constructed in connection
with such development must be completed at a minimum in accordance with (i) the Westlake
Unified Development Code as it existed on the Effective Date of the Deed to which this Exhibit
"C" is attached, and (ii)the Westlake Building Codes as they existed on the Effective Date of the
Deed_to _which ,this Exhibit "C" _is. attached._ _Notwithstanding anything to the contrary, the
- adoption by-Grantee of a rezoning ordinance to permit the use of the Property for the purposes
that,set forth in Exhibit "C-l"thall not be a violation of �L!I-Iese devc1lopment restrictions provided
as between such zoning ordinance and these Use Restrictions the terms of Paragraph 20 below
shall apply.
d. SETBACKS.
a_ Except as hereinafter specifically provided, the Property shall be subject
to "Front Yard Setbacks" consisting of a "Paving Setback" and a "Building_Setback"
measured in feet from the right-of-way line of each street contiguous to the Property (a
building site shall have a front yard on each boundary abutting a public street) as
follows:
Street Paving Setback Building Setback
All Streets 20 feet 70 feet
Notwithstanding the Building Setbacks specified above, each front yard Building Setback
for any building to be constructed on the Property that will be greater in height than the
width of the above-specified applicable front yard Building Setback shall be increased two
feet for each one foot of building height in excess of the width of the above-specified
applicable front yard Building Setback.
EXHIBIT"C"to Deed --Page 2
b. Except as hereinafter specifically provided, each building site shall be
subject to "Side and Rear Yard Setbacks" on all sides of a building site not abutting a
street consisting of a ten-foot Paving Setback and a 45-foot Building Setback (except
when the site is adjacent to existing residential zoned property, in which case the building
setback will be 100'), measured from the applicable boundary lines of the building site.
C. No improvements shall be constructed,installed or planted by an owner of
the Property within a Paving Setback or within the unpaved right-of-way on or adjacent to
a building site other than landscaping, sidewalks, underground utility lines and
connections (including surface mounted switch gear), driveways crossing such area into
the building site, and gates and gatehouses, landscape walls, signs, flags, sculpture and
other improvements specifically approved by the Town's ordinances.
d. No improvements shall be constructed, installed or planted on any
building site between the Paving Setback and the Building Setback applicable to such
building site except for:
(i) underground structures;
(ii) steps,pedestrian plazas;benches and related landscape;
(iii) }planters and retaining walls;
(iv) fences, screening walls and security walls approved in writing by
the Town;
(v) driveways, porte cocheres and surface parking areas; and
(vi) other improvern.ents specifically authorized by the Town
Ordinances.
5. 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,
regulations and orders 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. Designated fire lanes within any
building site shall be so located, marked and protected from encroachment as to function
effectively at all times. Appropriate signage shall be installed for such fire lanes as may be
required either by any public authority and be kept in readable condition.
6. PARKING. Each owner roust provide on its building site adequate parking areas
for employees, the handicapped, visitors and service vehicles. No parking shall be permitted on
streets or on entrance driveways on the building site. All surface parking shall be paved and
shall have integral concrete curbs and gutters. All surface parking shall be screened to block the
ground level view of automobiles below their hood lines and otherwise reduce the visibility of
vehicles and parking surfaces from streets.
EXHIBIT"C"to Deed --Page 3
7. SIGNAGE. -No advertising device of any nature shall be placed on the Property.
No rooftop signs shall be placed on the Property. No owner or occupant of a building site shall
use the name"Circle T Ranch"or the registered"Circle T Ranch"logo or mark in the name of any
building or project or in any printed advertising or promotional material without the prior written
consent of Grantor.
S. EXTERNAL ILLUMINATION. External lighting of buildings, drives, parking
areas, walks and plazas on a building site is required. Standards and requirements for
illumination, with respect to fixture type, method of erection, height, material, finish, color and
base installation,must be consistent with Town Ordinances. To the extent practical, lighting on a
building site shall be fronm concealed sources and shall he designed to minimize glare or light
flow onto adjacent structures and property.
9. ANTENNAE AND TOWERS. No towers, tower antennae or satellite receiving
or transmitting equipment shall be installed on the Property except as may be permitted in
connection with a permitted use under Section l of this Exhibit"C" above.
10. UNDERGROUND UTILITIES. Any and all pipes; lines and wires used for the
transmission of water, fuel, natural gas, electricity, telephone, television, sewage, sound or any
other utilities which are not within a building shall be constructed and maintained underground
within the Property unless required to be above ground for technical or environmental reasons.
-However, temporary-above-grade-utilities may beusedduring-con- struction and until permanent -
11. SCREENING. All towers, tower antennae, satellite receiving and transmitting
equipment, roof-mounted equipment, other equipment, outside storage areas and service areas on
the Property shall be screened from ground level view and adjacent development sites.
12. LOADING DOCKS AND AREAS. Each building site shall provide sufficient
on-site loading facilities to accommodate site activities, and all loading movements, including,
but not limited to, turnarounds, shall be made off of streets. No materials, supplies or equipment
shall be permitted to remain outside of any structure. Loading docks and areas and maneuvering
areas shall be located on a building site and screened in accordance with the Town Ordinances and
this Exhibit "C".
13. LANDSCAPING. Each owner, contemporaneously with the development of
improvements on a building site, shall install landscaping on all unimproved areas on its building
site in accordance with plans approved by the Town and pursuant to Town Ordinances. An
owner shall keep all of such landscaping in good condition and repair and in a neat and orderly
appearance and shall be responsible for all expenses relating to the maintenance, repair or
replacement of landscaping on the owner's building site and on the unpaved right-of-way
adjacent to such building site.
14. 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
EXHIBIT"C"to Deed --Page 4
otherwise screened as required by the Town as not to be visible from streets or adjacent property
sites.
15. SURFACE WATER FLOW AND DRAINAGE. Plans for all darns, lakes,
ponds, other "water features" of any kind and general drainage relating to the Property must be
submitted in advance of any construction upon the Property for approval by the Town and
Grantor. Each owner shall control water runoff drainage from its building site to prevent damage
to adjacent tracts, streets or any other area in the Property.
16. ENVIRONMENT.
a. No owner, lessee, tenant, operator or other occupant of the Property or any
portion thereof shall handle, store, deposit, use, process, manufacture, dispose of or
release or allow any of its agents, employees, contractors or invitces to handle, store,
deposit, use, process, manufacture, dispose of or release any Hazardous Substances
(hereinafter defined) of any kind from, on, in, under or in the air above any part of the
Property, 'including, but not limited to, any surface waters or groundwater located on the
Property, or into public sanitary sewer systems serving the Property without complying
with all Environmental laws (hereinafter defined), including, but not limited to,
performing pre-treatment, obtaining permits and giving notices as required by
Environmental Laws. "Hazardous Substances" means those substances now or hereafter
- - included within--(whether-as a result of such substance's -inclusion on-a list, physical
ebaracteristies nr otherwise) any of the definitions of"hazardous substance " rdous
waste", "hazardous materials", "pollutant", "contaminant" or "toxic substance" under, or
otherwise regulated by, any Environmental. Law; including, but not limited to (i) mixtures
containing listed Hazardous Substances and waste generated from the treatment, storage
or disposal of Hazardous Substances, (ii) asbestos, (iii) polychlorinated biphenyls, (iv)
radioactive materials, and (v) petroleum (including crude oil or any fraction thereof,
natural gas, natural gas liquids, liquefied natural gas and synthetic gas. "Environmental
Laws" shall mean and include all present and future federal, state or local laws, rules,
orders, ordinances and regulations pertaining to environmental regulation, or the use,
processing, storage, disposal, generation or transportation of Hazardous Substances, or any
contamination, cleanup or disclosure related thereto, including, but not limited to, the
Solid Waste Disposal Act, TEX. REV. CN. STAT. ANN. 4477-7, Chapter 26 of the
TEX. NATER CODE ANN., the Resource Conservation and Recovery Act of 1976, 42
U.S.C. §6901 et seg., the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, 42 U.S.C. §9601 et seq., the Federal Water Pollution Control Act,
33 U.S.C_ §1251 et se g.,_and such amendments as may be made to these statutes and
such regulations as may be promulgated with respect thereto, including,but not limited to
the regulations contained in 40 CFR Part 280.
b_ Each owner and each Lessee, tenant., occupant and other user of any
portion of the Property shall be responsible for and shall pay all costs and expenses
related to the disposal or release by such owner, lessee, tenant, occupant or other user of
such portion of the Property of any Hazardous Substances, sewage or wastes of any kind
in, on, under or in the air above the Property, which costs and expenses shall include,
but not be limited to, closure, removal, remediation, cleanup, containment and other
EXHIBIT"C"to Deed --Page 5
response costs, injuries to persons, damages to property, legal expenses, and interest paid
to any Governmental Entity; provided, however, this covenant does not apply to
Hazardous Substances generated on or migrating from other sites or already existing on
the site in question as of the date of the acquisition of such site by such owner. The
covenant in the immediately preceding sentence itself does not create any obligation of an
owner or any lessee, tenant,occupant or other user of a site other than for the payment of
the costs and expenses described in such sentence, and no person has any rights under
the covenant in such sentence to enforce any claim for any remedy against such owner or
such lessee, tenant, occupant or other user of such site other than for the payment or
recovery of the costs and expenses described in such sentence.
C. The provisions of this Paragraph 16 do not affect the rights, liabilities or
obligations of any person under environmental laws or other applicable laws.
17. FUEL FACILITIES. Fuel storage and dispensing facilities may be installed on
a site solely as an adjunct to the use specified in Paragraph 1 above and only after prior written
authorization of the Town has been obtained. The owner of the site on which such facilities
are installed shall be fully responsible for insuring that such facilities and their installation
comply fully with all applicable laws and regulations, and the provisions of Paragaoh 16 above
shall be applicable to such facilities.
-- 18. FENCES. The use of fences on the Property is permitted only if specifically
u-tha ed b-y-the—T-(z-in actor-d-anceAvit-1-tl-e`-own ss--d-ina-n-ces.
19. BINDING EFFECT. These Use Restrictions shall be binding upon and
enforceable against not only the owner of each portion of the Property but also all lessees,
tenants or other occupants of the Property or any portion thereof.
20. INTERPRETATION. These Use Restrictions shall be given fall force and
effect notwithstanding the existence of any zoning ordinance or building codes that are less
restrictive. The owner of any portion of the Property at all tithes shall comply in every respect
with these Use Restrictions and with any and all applicable laws, ordinances, policies, rules,
regulations and orders of all federal, state, county and municipal govenunents or their agencies
having jurisdictional control over the Property, specifically including, but not limited to,
applicable zoning restrictions placed upon the Property as they exist from time to time. IN
SOME INSTANCES APPLICABLE GOVERNMENTAL REQUIREMENTS MAY BE
MORE OR LESS RESTRICTIVE THAN THESE USE RESTRICTIONS. IN THE
EVENT A CONFLICT EXISTS BETWEEN ANY SUCH APPLICABLE
GOVERNMENTAL REQUIREMENT AND ANY REQUIREMENT OF THESE USE
RESTRICTIONS, THE MOST RESTRICTIVE REQUIREMENT SHALL PREVAIL.
WHERE AN APPLICABLE GOVERNMENTAL REQUIREMENT DOES NOT
CLEARLY CONFLICT WITH THESE USE RESTRICTIONS BUT PERMITS ACTION
THAT IS DIFFERENT FROM THAT REQUIRED BY THESE USE RESTRICTIONS,
THESE USE RESTRICTIONS SHALL PREVAIL. These 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
EXHIBIT"C"to Deed --Page 6
affect any of the other provisions or covenants herein contained, which shall remain in full
force and effect.
21. ENFORCEMENT. Grantor shall have the right, but not the obligation, to
enforce these Use Restrictions. Enforcement may be made by any proceedings at law or in
equity against any person or entity violating or attempting to violate any part of these Use
Restrictions either to restrain or enjoin violations or to recover damages. Damages shall not be
deemed adequate compensation for any breach or violation of any provision hereof, and the
enforcing party, shall be entitled to relief by way of injunction as well as any other remedy
either at law or in equity. The rights, powers and remedies provided herein shall be cumulative
and not restrictive of other remedies at law or in equity, and the exercise of any particular right,
power or remedy shall not be deemed an election of remedies or to preclude resort to other
rights, powers or remedies. No delay or failure to invoke any available right, power or remedy
in respect to a breach of these Use Restrictions shall be held to be a waiver of(or estop a party
from asserting) any right, power or remedy available upon the recurrence or continuance of
said breach or the occurrence of a different breach. No other person or entity besides Grantor
(or its assignees as provided in Paragraph 24 below) has a right to enforce these Use
Restrictions.
22. NOTICES. Any notice, demand or other communication required to be given
or to be served upon any party hereunder shalt be void _and of no effect unless given in
accordance-with the provisions of this section. All notices, demands or-other communications
must be in writing and delivered to the person to whom it is directed, either (i) in person, (ii)
delivered by a reputable delivery service that provides a delivery receipt, (iii) by certified mail,
or (iv) by fax. Any notice, demand or other communication given by certified mail, return
receipt requested, shall be deemed to have been given and received upon deposit thereof(with-
proper postage affixed and addressed to the party to be notified as provided herein) with a post
office or other depository under the care or custody of the United States Postal Service. Any
notice, demand or other communication given by means other than certified mail, return
receipt requested, shall be deemed to have been given and received when delivered to the
below stated address of the party to whom it is addressed. All notices, demands and other
communications shall be given to the parties hereto at the following addresses:
Grantor: HW 164, LP
c/o Hillwood Development Company, LLC
13600 Heritage Parkway, Suite 200
Port Worth, Texas 76177
Attn: Russell Laughlin
with copy to: Hillwood Development Company, LLC
13600 Heritage Parkway, Suite 200
Fort Worth, Texas 76177
Attn: Dorn Reid
)a)WBIT"C" to Deed --Page 7
with copy to: Kelly Hart & Hallman, LLP
201 Main Street, Suite 2500
Fort Worth,Texas 76102
Attn: Chad Key
Grantee: Town of Westlake
3 Village Circle, Suite 202
Westlake, Texas 76262
Attn. Town Manager
with copy to: Boyle and Lowry, L.L.P.
4201 Wingren, Suite 108
Irving, Texas 75062
Attn: L. Stanton Lawry
Any party entitled to receive notices hereunder may change the address for notice specified
above by giving the other party ten days' advance written notice of such change of address.
23. AMENDMENT. These Use Restrictions may be amended or tenninated only by
written document, recorded in the Real Property Records of Tarrant County, Texas, executed by
Grantor (or its assigns) and the then owner of that portion of the Property to which such
- anlendfnent is applicable. -
24. 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.
25. INVALIDITY. If any provision in this Deed shall for any reason be held to be
invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect any other provision hereof, and this Deed shall be construed as if such invalid,
illegal, or unenforceable provision had never been contained herein.
26. TERWINATION. Unless earlier terminated as provided herein, the rights
granted under this Exhibit "C" shall terminate and shall be of no further force and effect twenty-
one(21) years less one day after the death of the last survivor of any of the descendants of Queen
Elizabeth II of England living on the Effective Date of this Deed.
EXHIBIT"C"to Deed -- Page 8
Exhibit "C-i" to Deed
Permitted Uses
Uses ? Gov
Permitted,A'Accessory Use,
SUP GU
AGRICULTURAL USES
Orchard x
~lantNurse GEMan x
Plant Nurse ail Sales
arms General (Craps) x
arms General ive5tot Ranch x
"eterinariazt�door Kennels)1
Veterhmrian Outdoor Kennels
Stables rivate Principal Use
Stables(Private Accesso Use
Stables As a Business
SIDEN71AL USES
Sin le-Family Detached.
in le Family Zero Lot Line
in leFamil Attached
Duplex
Home Occu ation
SemntslCarctakers QWtrs-
TeuparatyAccommodation.for A
E�jeloyccs/Cuslomcrs/Visitors*
STITCI•TFONAL and
GOVERNMENTAL USES
E=rgq,ncy Ambulancc Service x
Bost Office Govrsrmmenud
malling 5ervicc rivatc
Hcli rt A
Helistop, A
Tcl5phonc Switchut Station X
Electrical Substation
Utibty Distnbution'Unes* x
Utility Shop and StoraLc x
gew2goPuaTing Station x
Water Storage Tank(Elevated or x
round
Retirement Home
in Convalescent Nome
EXHIBIT"C-I to Beed --Page 1
AS iCG
a itai
psycliatric Hospital
Clinic
C'hild Da are 7 or more)* X
School,K-12 Public onl x
School ocatioml Public x
College or Uuiversi
INSTTTU' GNAL and
GOVERNMENTAL USES
Cantikued
nuununi Center x
ivic Club x
Chweb or Place of WotsE _
Use Associated to a'Reli ions last
ovemment Building x
Police Station x
Fire Station x
Library X
Private Water Wells" S
COMMERCIAL USES
4ultifanul A artmen4
offices General
Studio
Banks and Financial institutions
nfon=tion Processing
oteUMo#el with Conferencing
Faeg.
Laundry/Dry Cleaning(<3,000
S
un Cleanita Dro 1Picic
Shoo Ra it
Beauty Parlor/Barbersho
Cloq�U Store
Quick CopL/DuplicatiH Services
Personal Services
Grocc
Convenience Store
Service Station
Drug Store
vane Store
ake Salts
statjoTa Store
Antique Sho
Art Gallery x
EXHIBIT"C-1"to Deed --Pale 2
Hardware Store
SportiU Goods
Paint and Wallpaper
Cloth Store
Retail Stores-General
(Excluding Second Hand Goods
estaurant(Cafe (GU not for
rofit A
staurantlCafe with Private Club
utolTruck Parts andAccessories
Household FurniraWAppliances
AMUSEMENT IRECRIaATION.
Golf Course Public or Private
Park or Playg and _ X -
Wireless Communications Facility
on-Commercial Radio"Tower
Race Track 22cration
Recreation Facility,Health Studio X
Country Club(Private
Membershipj
=ds,Basketball Ct,etc,lighted S
anis,Basketball Ct,etc,
unlighted X
UTO SERVICES
nick/Trailer Rental;
Auto B2LRcpair
Auto Mechanical R air
Quick Lri WOil Change
Vehicle Maintenance rivpe
QLBSALE TRADE
arehouvJStora a Inside
8rehouseJStora C Olt#Sidg
Cia ante Recycliag Collection
and/or Storage
GadChemical Bulk StoraBe
Light Manuhicturin Assembl
Appaxel.Kanu4ctming
Packaging and/or Distribution
Printing,En vimg and related
l2 rodncdyc Services
istnUtion of BooWC ther
Printed
Material
achiao Shop_
EXI-IIBIT"C-I"to Deed -- Page.3
WeLdiRg Shop
Lmjorary Batchin plant*
SIGNS
ildcr Directional Si
Contractor Si
ER.)-
olida Si T
Business Window-SiRme
Monument Sisas x
Wall Sim x
olitical Yard Si Te
Decorative Banners e X
1)Pcrmitic=Usesare- =by .
1) Those Uses marked by "A" are '
my pem*ted as an Accessory
Use as descnbed under Comments
1)Those Uses marked by "S"
perrrutted only with the issuance of
a Special use Permit SUP -
(l)All other uses listed hereon are
not allowed as a permitted use for
tltt ro e
*)Signifies Um with special
uidelimes
see Section 5 ecW uses
BXI-I I B IT"C-l"to Deed --Page 4
Exhibit"D" to Deed
Rizht of First Refusal
Subject to the terms and conditions set forth below, Grantor reserves, and Grantor shall
have the right and option,but not the obligation, to purchase the Property or portions thereof or
improvements located thereon as described in this Exhibit"D':
1. As used in this Exhibit "D", the term "offer" shall include, without limitation,
any bona fide option proposed to be granted by Grantee.
2. As used in this Exhibit"D", the term "sold," "sell" or"sale" shall include a sale
or a lease, including all renewal options, or any other disposition of the Property or any
portion thereof, or any interest therein (any such sale, lease or other disposition shall be
referred to as a "Disposition"), excluding an operating lease of the improvements for the
operation of the Charter School.
3. As used in this Exhibit "D", the terns "affiliate" shall mean as to the Person (as
hereinafter defined) in question, any Person. that directly or indirectly, through one or more
intermediaries, controls, is controlled by or is under common control with the Person in question.
A's-used:. the-.immedi.ately4receding-sin.teiiiec,44— _11!aInearis_:tli p sse sta , directly or
indirectly, of the power to direct or cause the direction- of the manaagenienLand po.licies_of'a _.
Person, whether through ownership of voting securities, partnership interests, by contract or
otherwise.
4. As used in this Exhibit "D", the terra "Person" shall mean any individual,
corporation, partnership, joint venture, association, joint stock company, trust, estate,
unincorporated organization, government agency or political subdivision thereof, or any other
form of entity.
5. Subject to the terns and conditions set forth below, if Grantee at any time
decides to sell all or any portion of the Property or any interest therein or the improvements
located thereon (the Property; or such portion thereof, or such interest therein or the
improvements located thereon, being hereinafter referred to as the "Offered Property'), then
Grantor shall have the right and option, but not the obligation, to purchase (the terra
" urchase" shall include a purchase or other acquisition, and the term "chaser' shall include
a purchaser or the party snaking such other acquisition.) the Offered Property (the "First Offer
Right") on the following terms and conditions:
(i) Grantee shall provide Grantor with a written notice (the "First Offer
Notice") which shall include a description of the Offered Property, include a
description of all material terms of the proposed Disposition (including, without
limitation, the price and closing date) and offer to consummate such Disposition with
Grantor upon the same terms and conditions as set forth in the First Offer Notice.
(ii) During the 30 day period following Grantor's actual receipt of the First
Offer Notice (the Response Period"), Grantor shall have the right, at its expense, to
EXHIBIT"D"to Deed --Page i
enter onto and conduct tests and investigations on the Offered Property. Grantor shall
be responsible for any damages or injuries resulting from Grantor's entry onto the
Offered Property and conducting such tests and inspections. if Grantor does not elect
to purchase the Offered Property by delivering written notice of such election to
Grantee within the Response Period, then Grantee may solicit bids for a sale or other
Disposition of the Offered Property in accordance with the Texas Local Government
Code with reservation that any bid received is subject to Grantor's right to acquire the
Property by matching the bid deemed acceptable to Grantee.
(iii) After the bids are received by Grantee, Grantee shall provide Grantor
with a written notice (the "Second Notice") which shall (i) set forth the true identity of
the proposed purchaser (including the identity of the principals of the purchaser, if
known to Grantee), (ii) include a description of the Offered Property, (iii) include a
description of all material terms of the proposed Disposition (including, without
limitation., the price, earnest money and closing date) and (iv) offer to consummate such
Disposition with Grantor upon the same terms and conditions as set forth in the Second
Notice. The Second Notice shall have attached to it a true, correct and complete copy
of the contract of sale, lease, or other agreement that governs the rights and obligations
of Grantee and the proposed purchaser with respect to the proposed Disposition (the
"Disposition Document"). Grantor shall have a 15-day period following Grantor's
- _ ...actual receipt of the Second Notice (the"Second Response Period").to elect to.purchase
e f of r ropey y delivering written r►otice such election t� o grantee within tom"
Second Respo--se Period lf-Gr ntord ems not electto urchase the Offered rP operty
within the Second Response Period, then Grantee may accept such bid and effect a
Disposition of the Offered Property.
b. If Grantor exercises the right to acquire the Offered Property by delivering
,Arritten notice of such exercise to Grantee within the Response Period or Second Response
Period (as the case may be), Grantor and Grantee shall enter into the transaction described in,
and upon the terms set forth in, the First Offer Notice or the Disposition Document (as the
case may be).
7. In the event Grantor fails to purchase the Offered Property, Grantor's First Offer
Right shall remain in effect as to any subsequent owner.
8. The rights herein granted and/or reserved under this Exhibit"D" shall terrninate
and shall be of no further force or effect from and after the date that is twenty (20) years after
the Effective Date of this Deed.
9. The illegality, invalidity or unenforceability of any provision of this Exhibit"D"
shall not affect the legality, validity or enforceability of any other provision of this Exhibit
«D :
10. Any notice, demand or other communication required to be given or to be
served upon any party hereunder shall be void and of no effect unless given in accordance
with the provisions of this section. All notices, demands or other communications must be in
writing and delivered to the person to whom it is directed, either (i) in person; (ii) delivered by
EAHlt=IT"D"to Deed --Page 2
a reputable delivery service that provides a delivery receipt, (iii) by certified snail, or (iv) by
fax. Any notice, demand or other communication given by certified mail, return receipt
requested, shall be deemed to have been given and received upon deposit thereof(with proper
postage affixed and addressed to the party to be notified as provided herein) with a post office
or other depository under the care or custody of the United States Postal Service. Any notice,
demand or other communication given by means other than certified snail, return receipt
requested, shall be deemed to have been given and received when delivered to the below
stated address of the party to whom it is addressed. All notices, demands and other
communications shall be given to the parties hereto at the following addresses:
Grantor: HW 164, LP
c/o Hillwood Development Company, LLC
13600 Heritage Parkway, Suite 200
Fort Worth, Texas 76177
Attn: Russell Laughlin
with copy to: Hillwood Development Company, LLC
13600 Heritage Parkway, Suite 200
Port Worth, Texas 76177
Attn: Don Reid
- ,<:_�,Tifh-copy-to.•:=l�el1}�Harrt=-&=Hallman—LL1' -----.._ - -.._ -- --------------------
201 Main Street, Suite 2500
Fort Worth, Texas 76102
Attn: Chad Key
Grantee: Town of Westlake
3 Village Circle, Suite 202
Westlake, Texas 76262
Attn. Town Manager
with copy to: Boyle and Lowry, L.L.P.
4201 Wingren, Suite 108
Irving, Texas 75062
Attn: L. Stanton Lowry
Any party entitled to receive notices hereunder may change the address for notice specified
above by giving the other party ten days' advance written notice of such change of address.
11. This Exhibit "D" may not be amended except by written document signed by
Grantor and the then current owner of the Property, is binding on the parties hereto and their
respective successors and permitted assigns AND SHALL BE GOVERNED BY THE LAWS
OF THE STATE OF TEXAS.
12. The prevailing party in any legal proceeding regarding this Exhibit "D" shall be
entitled to recover from the other party all reasonable attorneys' fees and costs incurred in
connection with such proceeding.
EXHIBIT`D"to Deed --Page 3
13. This Exhibit "D" may not be assigned without the written consent of the
nonassio Ing party, provided that Grantor may assign its rights and obligations hereunder to a
person or entity that is awned by, owns or is under common ownership with Grantor, without
the prior approval of Grantee. This Exhibit "D"shall bind and run with the land of the Property
but shall not be appurtenant to any other property.
EXHIBIT"D"to Deed -Page 4
MARY LOUISE GARCIA ,.-••�
COUNTY CLERK »;
g 100 West Weatherford Fort Worth,TX 76196-0401
r
•� PHONE (817) 884-1195
HILLWOOD PROPERTIES
13600 HERITAGE PARKWAY STE 200
FT WORTH, TX 76177
Submitter: HILLWOOD PROPERTIES
DO NOT DESTROY
WARNING - THIS IS PART OF THE OFFICIAL RECORD.
Filed For Registration: 9/16/2011 2:05 PM
Instrument#: D211225688
WD 23 PGS $100.00
By. °f
D211225688
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.
Prepared by: VMMASSINGILL
County Clerk
Deaton, Tx 76202
70 2011 00088173
Instrument Number: 2011-88173
As
Recorded On: September 19, 2011 Warranty Deed
Parties: HW 164 LAND LP Billable Pages: 24
To Number of Pages: 24
Comment:
(Parties listed above are for Clerks reference only)
** Examined and Charged as Follows:
Warranty Deed 103.00
Total Recording: 103.00
DO NOT REMOVE. THIS PAGE IS PART OF THE INSTRUMENT
Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY
because of color or race is invalid and unenforceable under federal law,
File Information: Record and Return To:
Document Number: 2011-88173
Receipt Number: 829641 HILLWOOD PROPERTIES
Recorded DatelTime: September 19, 2011 02:26:46P 13600 HERITAGE PKWY STE 200
FT WORTH TX 76177
User 1 Station: H Dunn -Cash Station 4
4c7� THE STATE OF TEXAS}
COUNTY OF DENTON }
I hereby certify that this Instrument was FILED in the File Number sequence on the date/time
=; printed heron,and was duly RECORDED in the Official Records of Penton County,Texas.
? pAG
ti a Cif+At�
�' County Clerk
3 �' Denton County, Texas
•'Sj�`CDO'+•• I tet'
MARY LOUISE NICHOLSON
COUNTY CLERK
100 West Weatherford Fort Worth, TX 76196-0401
•.r s,f
` PHONE (817) 884-1195
TOWN OF WESTLAKE
1500 SOLANA BLVD BLDG 7 STE 7200
WESTLAKE, TX 76262
Submitter: TOWN OF WESTLAKE
DO NOT DESTROY
WARNING - THIS IS PART OF THE OFFICIAL RECORD
Filed For Registration: 2/25/2019 10:22 AM
Instrument#: D219035391
OPR
D219035391
59 PGS $244.00
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.