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HomeMy WebLinkAboutRes 08-36 Approving A Development Agreement for Deloitte UniversityTOWN OF WESTLAKE RESOLUTION NO. 08-36 APPROVING A DEVELOPMENT AGREEMENT BETWEEN THE TOWN OF WESTLAKE, AIL INVESTMENT, L.P. (AIL) AND HILLWOOD ALLIANCE SERVICES, LLC (HAS) PERTAINING TO RESPONSIBILITIES AND FUNDING FOR CERTAIN ROADWAY IMPROVEMENTS/EXTENSIONS, ACCESS, BUFFERS, TRAIL IMPROVEMENTS, PLACEMENT OF ELECTRIC LINES UNDERGROUND, AS WELL AS FILING OF A REZONING APPLICATION FOR THE REMAINDER OF THE PD 3-3 ZONING DISTRICT WHEREAS, the Town of Westlake wishes to experience planned growth and attract projects such as the Deloitte University Project, which is consistent with the Town's comprehensive plan, and WHEREAS, the Town of Westlake and the parties to the Deloitte University Project recognize that there are off-site development issues that must be addressed holistically to properly integrate the Deloitte University Project into the Town's desired land use patterns and quality of life, with a development agreement being the best method to address those off-site issues, and WHEREAS, the attached development agreement (Exhibit A) between the Town of Westlake, AIL Investment, L.P. (AIL) and Hillwood Alliance Services, LLC (HAS) sets out the responsibilities and funding for certain roadway improvements/extensions, access, buffers, trail improvements, placement of electric lines underground, as well as the filing of a rezoning application for the remainder of the PD 3-3 Zoning District; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: That the attached development agreement (Exhibit A) between the Town of Westlake, AIL Investment, L.P. (AIL) and Hillwood Alliance Services, LLC (HAS) sets out the responsibilities and funding for certain roadway improvements/extensions, access, buffers, trail improvements, placement of electric lines underground, as well as the filing of a rezoning application for the remainder of the PD 3- 3 Zoning District SECTION 2: That approval of this agreement by the Board of Aldermen constitutes the terms and conditions by which the improvements and other actions described in this agreement (Exhibit A) will be conducted and carried out by the parties to this agreement. PASSED AND APPROVED ON THIS 9TH DAY OF JUNE 2008. ATTEST: z ✓ Laura heat, ayor Ism Sutter, TRMC, Town Secretary APPROVED AS TO, 'ORM: i L. Stanton wr , T n Attorney Approver] by Town of Westlake Resolution No. 08-36 DEVELOPMENT AGREEMENT This Development Agreement ("Agreement") is executed to be effective as of the 1 ani day of ItC ., 2008 ("Effective Date") by and among the Town of Westlake, Texas (the "Town"), AIL Investment, L.P. ("AIL"), and Hillwood Alliance Services, LLC ("HAS"). AIL is the owner of that certain real property generally located on the north side of Dove Road as more particularly described in Exhibit "A", attached hereto and incorporated herein by reference (the "AIL Property"). This Agreement concerns the development of both (i) the AIL Property and (ii) that certain real property generally located on the north side of Dove Road as more particularly described in Exhibit "B" attached hereto and incorporated herein by reference (the "DCLI Property"). It is contemplated that the DCLI Property will be sold and conveyed to DCLI LLC ("DCLP') for development as a corporate training and learning center (the "DCLI Development"), which will be re -zoned out of PD 3-3 to the proposed PD 3-12. The portions of property contemplated to remain within PD 3-3 after such contemplated re -zoning of the DCLI Property are referred to herein as the "Remaining PD 3-3 Property". This Agreement also concerns the installation of certain public and/or private improvements related to the DCLI Development and future public and/or private improvements related to development of the AIL Property. SECTION 1. THE HAS IMPROVEMENTS A. HAS Improvements. The term "HAS Improvements" shall collectively mean the Westerly Road (defined below), the Electric Line Relocation (defined below) and the Trail (defined below). The HAS Improvements shall be constructed pursuant to the terms and conditions set forth in Sections 1, 2 and 3 of this Agreement. B. Westerly Road. HAS shall construct or cause to be constructed a two-lane private or public road from the Parish Lane interchange on State Highway 170 to Ottinger Road, connecting to the points on State Highway 170 and Ottinger Road as generally depicted on Exhibit "C" attached hereto and incorporated herein by reference (the "Westerly Road"). The construction of the Westerly Road will be completed on or before the HAS Improvement Deadline (defined below). 2. a. The Westerly Road shall be constructed to the Town's standards as of the date of this Agreement, but may be constructed as either a public or private road in HAS's sole discretion. If the Westerly Road is constructed as a private road, it shall be gated with no public access except emergency access. AIL or HAS may, in their sole discretion, elect to dedicate the Westerly Road to the Town and the Town shall accept such dedication at any time including, without limitation, if the development or projected development of property near or adjacent to the Westerly Road requires the Westerly Road to be made public. At such time that AIL or HAS elects to dedicate the Westerly Road as a public road, AIL or HAS shall give notice to the Town of such election (the "Hillwood Dedication Notice"), and the Town shall, within 365 days after receipt of the Hillwood Dedication Notice (the "Dove/Ottinger Road Section Deadline"), improve the Dove/Ottinger Road Section (hereinafter defined) in accordance with the provisions of Section 5.E. below. Notwithstanding anything to the contrary, even if the Town fails to improve the Dove/Ottinger Road Section in accordance with the provisions of Section 5.E. below prior to the Dove/Ottinger Road Section Deadline, then AIL or HAS shall still have the option to dedicate the Westerly Road to the Town and the Town must accept such dedication within twenty (20) days after the Dove/Ottinger Road Section Deadline. b. In the event the Westerly Road is initially constructed by HAS as a private road, the Town may elect to cause AIL to dedicate it as a public road only at anytime following the later of (i) completion of such Westerly Road or (ii) the date that is seven (7) years after the HAS Improvement Deadline (defined below), and provided: (1) if the Town so elects to cause AIL to dedicate the Westerly Road as a public Road, the Town must improve the Dove/Ottinger Road Section in accordance with the provisions of Section S.E. below; (2) the Town must give written notice of its election to AIL, and AIL shall have one (1) year following the later of (A) such written notice, or (B) the Town's completion of the Dove/Ottinger Road Section in accordance with the provisions of Section 5.E. below, to dedicate the Westerly Road to the Town as a public road. C. Provided that the Westerly Road is initially built to the Town standards in effect as of the Effective Date of this Agreement, the Town inust accept the dedication of the Westerly Road regardless of whether the Town's standards have changed at the time of such dedication; provided, however, that prior to such dedication, AIL and/or HAS shall (i) repair the Westerly Road to the standards in effect as of the Effective Date of this Agreement, and (ii) if any portion of the then - existing Westerly Road is in a location that is not generally consistent with the Town's Master Thoroughfare Plan as of the date of such dedication, reconstruct such portion of the Westerly Road in a location that is consistent with the Town's Master Thoroughfare Plan. d. At such time, if ever, that the Westerly Road is dedicated as a public road (whether at the election of AIL, HAS or the Town), none of AIL, HAS or their respective affiliates shall be required to pay any platting, impact or any other fees, charges or expenses with respect to such dedication. Portions of the Westerly Road may be constructed in a permanent configuration and other portions in a temporary configuration, and ALL may, in its sole discretion and at any tinac (whether while the road is private or after it has been dedicated to the Town as a public road), elect to relocate portions of the Westerly Road as future development plans for the property near or adjacent to the Westerly Road are refined or modified. 2 C. Electric Line Relocation. HAS shall relocate or cause to be relocated to underground those certain overhead electric lines currently existing along the portion of the northern boundary of Dove Road depicted on Exhibit "D" attached hereto and incorporated herein by reference (the "Electric Line Relocation"). The Electric Line Relocation will be completed on or before the HAS Improvement Deadline (defined below). SECTION 2. GENERAL REQUIREMENTS FOR THE HAS IMPROVEMENTS A. HAS Improvement Deadline. The term "HAS Improvement Deadline" shall mean the date on which a certificate of occupancy is issued by the Town for a corporate training and learning center consisting of a building or buildings located on the DCLI Property totaling, in the aggregate, at least 500,000 square feet. B. Maintenance Security for Westerly Road. At the time of initial construction of the Westerly Road (whether as a private or public road), HAS shall obtain a maintenance bond provided by its general contractor that guarantees maintenance of the paving of the Westerly Road for a period of not less than two (2) years following completion of construction of the Westerly Road. The bond shall be in the amount of 100 percent of the costs of the maintenance of the Westerly Road for this period as reasonably determined by HAS. In the event the Westerly Road is dedicated to the Town as a public road during such two (2) year period, HAS shall assign to the Town such maintenance bond, but HAS shall have no obligation to extend the term of such maintenance bond or to purchase any additional maintenance bond. C. Security for Completion of the Westerly. HAS shall obtain a performance bond from the general contractor to insure the completion of the Westerly Road, 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 Westerly Road. D. HAS Engineer. HAS must employ a civil engineer licensed to practice in the State of Texas, for the design and preparation of the plans and specifications for construction of the Westerly Road. E. Contractor Ap rp oval. HAS shall employ a construction contractor who is approved by the Town in connection with construction of the Westerly Road. 'Be contractor must meet the Town's regulatory standards and statutory requirements for being insured, licensed, and bonded to do work in 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. F. Dedication of Propei1y. If required by the Town, any dedication to the Town of real property, including right-of-way and easements, shall include a metes and bounds description. G. Indemnification Requirements. HAS agrees to indemnify and hold harmless the Town of Westlake, its officials, officers, agents and employees from and against any and all claims, losses, damages, causes of action, suits and liabilities of every kind, including all expenses of litigation, court costs and attorneys fees for injury to or death of any person or for the damage to any property arising out of or in connection with the negligent design or construction of the Westerly Road by HAS. Such indemnifieation shall not apply to the extent the claims, losses, damages, cause of action, suits or liability arise from the negligence or willful act(s) of the Town. Such indemnification shall not apply to any claim, loss, damage, cause of action, suit, or liability that arises more than two (2) years after the completion of the Westerly Road. The indemnification obligations in this section shall continue beyond any termination of this Agreement. SECTION 3. CONSTRUCTION PROCEDURES FOR THE HAS IMPROVEMENTS A. Enaineering Standards. HAS covenants that all HAS Improvements shall be constructed in accordance with the Town engineering standards. B. Conditions Prior to Construction. Prior to authorizing construction of the Westerly Road, the Town shall be satisfied that the following conditions have been met with respect to the Westerly Road: All required plans and contract documents, if any, shall have been completed and filed with the Town. All contractors participating in the construction shall be presented with a set of approved plans bearing the Town stamp of release. These plans must remain on the job site at all times. 3. A complete list of the contractors, 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 must furnish to the Town an 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 Westerly Road. C. Fees. Any and all applicable Town fees will be waived, including, without limitation, review, inspection and permit fees. D. Inspections. Construction of the HAS 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 HAS Improvements completed by HAS which are not constructed in accordance with the Town's construction standards and specifications and engineering standards. Any change in design required during construction shall be reviewed and approved by the Town. SECTION 4. DOVE ROAD ACCESS LIMITATION AND BUFFER A. Dove Road Access Limitation. Direct access to Dove Road from that portion of the AIL Property located between the eastern boundary of the DCLI Property and the eastern boundary of the AIL Property shall be limited to emergency use only. B. Dove Road Buffer. All, hereby agrees to a buffer two hundred feet (200') in depth as measured from the northern boundary of the current Dove Road right-of-way covering that portion of the AIL Property located between the eastern boundary of the DCLI Property and the eastern boundary of the AIL Property. 4 SECTION 5. DOVE ROAD IMPROVEMENTS A. Dove/Ottinger Road Section. For purposes of this Agreement, "Dove/Ottinger Road Section" shall mean those portions of Dove Road and Ottinger Road (including, without limitation, all utilities, landscaping and other improvements related thereto) more particularly depicted on Exhibit "E" attached hereto and incorporated herein by reference. B. Limitation on AIL Obligations for Dove/Ottin er Road Section Improvements. Notwithstanding anything to the contrary, in consideration for the agreements and obligations of AIL and HAS set forth in this Agreement, the Town agrees and acknowledges that, other than the obligations specifically set forth in Section 5.C. below, in no event shall AIL, HAS or any of their respective affiliates, successors or assigns at any time have any obligation with regard to the Dove/Ottinger Road Section, including, without limitation, any obligation to acquire or negotiate for additional easement or right-of-way property, dedicate land, construct improvements or repair or maintain the Dove/Ottinger Road Section, to pay impact or other fees or to make other payments related to the Dove/Ottinger Road Section. C. Specific AIL Obligations Related to the Dove Road Cgp Section. Provided that Dove Road is built to a minimum standard of a "Minor Collector" or "Major Collector" as such terms are defined in the Town's Engineering Standards and the Town's Master Thoroughfare Plan, in either case with a minimum of one lane in each direction with a continuous left turn lane, AIL agrees to participate in improvements to that portion of Dove Road (including, without limitation, all utilities, landscaping and other improvements related thereto) more particularly depicted on Exhibit "E" attached hereto and incorporated herein by reference (the "Dove Road Cap Section") subject to the following terms and limitations: AIL's total obligation with regard to any improvements to the Dove Road Cap Section will be limited to the lesser of (the "Maximum Dove Road Obligation"): (i) fifty percent (50%) of the cost of the initial construction of the Dove Road Cap Section at the time it is improved by the Town, or (ii) ONE MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($1,500,000.00). The estimated cost of the initial construction of the Dove Road Cap Section (the "Cost Estimate") shall be based upon an engineer's estimate for such improvements in accordance with Section 5.E. below, which Cost Estimate shall be subject to written approval by HAS and the Town. Notwithstanding anything to the contrary, the Town shall not spend nor have any right to any portion of the Maximum Dove Road Obligation until the Cost Estimate has been approved in writing by both the Town and HAS, which approval shall not be unreasonably withheld, delayed or conditioned by either the Town or HAS. The Town hereby agrees and acknowledges that AIL and its affiliates, successors and assigns have previously dedicated all necessary right-of-way or other land for Dove Road and no additional right-of-way or other land will be required from AIL or its affiliates, successors or assigns with regard thereto. HAS agrees to construct a minimum eight foot (8') wide sidewalk/trail ("Trail") on the north side of Dove Road, but within the existing Dove Road right-of-way, eastward from the eastern boundary of the DCLI Property to the underpass near the eastern property line of the AIL Property, which location is depicted on Exhibit "F" attached hereto and incorporated herein by reference (the "Trail Location"). Notwithstanding anything to the contrary, (a) HAS shall only be required to construct the Trail on portions of the Trail Location upon which the Town currently owns easements or rights-of-way, (b) neither, HAS, AIL, nor any of their respective affiliates, successors or assigns shall have any obligation to acquire or negotiate for additional easement or right-of-way property, and (c) the cost or the estimated cost (as the case may be) of designing, engineering and constructing the Trail shall be credited against the Maximum Dove Road Obligation such that the Maximum Dove Road Obligation is reduced on a dollar -for -dollar basis by the cost or estimated cost (as the case may be) of the Trail. The construction of the Trail will be completed on or before the HAS Improvement Deadline. The Town hereby acknowledges and agrees that the owner of the AIL Property shall have the right at any time to tie into or connect to the Trail from the AIL Property. D. Limitation on DCLI Obli ations for Dove Road Improvements. Notwithstanding anything to the contrary, the Town agrees and acknowledges that in no event shall the owner ofthe DCLI Property at any time have any obligation to the Town to improve Dove Road or in any way fund improvements to Dove Road, including, without limitation, any obligation to dedicate land, construct improvements or repair or maintain Dove Road, to pay impact or other fees or to make other payments related to Dove Road. E. Specific Town Obligations Related to the Dove/Ottin er Road Section. The Town must complete improvements of the Dove/Ottinger Road Section in accordance with the Town's development standards and Master Thoroughfare Plan prior to the Dove/Ottinger Road Section Deadline, and in no event shall AIL be required to dedicate the Westerly Road as a public road prior to the Town's completion of such improvements. After the Cost Estimate is approved in writing by both the Town and HAS pursuant to Section 5.C.2 above, the Town may use all or a portion of the Maximum Dove Road Obligation funds to pay for the cost of designing, engineering and constructing the Dove/Ottinger Road Section as follows: Once the Town determines that it is ready to proceed with improving a portion of the Dove/Ottinger Road Section, the Town shall provide AIL with written notice, including the Town's reasonable estimate of the cost to design, engineer and perform any geotechnical work necessary for the Town to solicit bids from contractors for the construction of such work (the "Pre -Bid Estimate"). Within. thirty (30) days after AIL's receipt of the Pre -Bid Estimate, All, shall deliver funds to the Town in an amount equal to the lesser of (a) one-half (1/2) of the Pre -Bid Estimate or (b) the Maximum Dove Road Obligation (Iess the estimated cost to construct the Trail). Once the Town has accepted a bid from a contractor for the construction of the improvements described in Section 5.E.1. above and given such contractor a notice to proceed, the Town shall provide AIL with written notice of the Town's reasonable estimate of the remaining cost required to complete construction of the improvements to the Dove/Ottinger Road Section (the "Completion Estimate"). Within thirty (30) days after AIL's receipt of the Completion Estimate, A1L shall deliver funds to the Town in an amount equal to the lesser of (a) one-half (1/2) of the Completion Estimate or (b) the Maximum Dove Road Obligation (less the estimated cost to construct the Trail and less any other amounts previously paid pursuant to Section 5.E.1. above). n To the extent the Town uses any portion of the Maximum Dove Road Obligation funds for the purposes set forth in this Section 5.E., such amounts shall be credited against the Maximum Dove Road Obligation. SECTION G. PD 3-3 ZONING AMENDMENT A. Application for Rezoning. Within sixty (60) days after the Effective Date of this Agreement, AIL shall apply to the Town for a Zoning Amendment to PD 3-3 consisting of the following terms (collectively, the "Rezoning"): Change the approximately 117 acres of residential use property remaining within the Remaining PD 3-3 Property to an office, corporate office and/or corporate campus category, with the intent that there will be no remaining residentially zoned property within the Remaining PD 3-3 Property. 2. The maximum building area for office, corporate office and/or corporate ca'npus uses in the Remaining PD 3-3 Property will be 1,200,000 square feet. 3. Other than as stated above, all other uses currently allowed under PD 3-3 with respect to the Remaining PD 3-3 Property will remain unchanged. Except with regard to any applicable setbacks, there will be no geographic restrictions as to the location of the office development within the Remaining PD 3-3 Property. 5. Except as otherwise allowed in Section 4.A. above, all commercial and/or office traffic accessing the Remaining PD 3-3 Property will be from Westlake Parkway or other roadways, and not directly from Dove Road. B. Consideration of the Rezoning by the Town. The Town agrees to consider AIL's application for the Rezoning. The Town agrees that any and all applicable Town fees will be waived, including, without limitation, application, zoning, re -zoning and publication fees. SECTION 7. GENERAL PROVISIONS A. Acceptance of Dedications. No dedication of the Westerly Road shall be accepted until the HAS's engineer has submitted a certified detailed as -built record drawing of the property to be dedicated, the location, dimensions, materials and other information required bythe Town Board of Aldermen or the Town Engineer. Acceptance of dedication of the Westerly Road shall mean that HAS and/or AIL have transferred all rights to the Westerly Road to the Town for use and maintenance, except as otherwise provided herein. B. Assignment. 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. C. Default Remedies —HAS. If HAS fails to construct the HAS Improvements pursuant to the terms and conditions of this Agreement, then upon a failure of HAS to cure a default within 7 thirty (3 0) days following HAS's receipt of a written notice from the Town specifying such default, the Town, as its sole and exclusive remedies, may: 1. Declare this Agreement to be in default and require specific performance that the HAS Improvements be constructed; or 2. Obtain funds under the security and complete the HAS 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 the Developer a reasonable opportunity to cure. 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, AIL or HAS. 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, from any and all liability, claims, suits, demands or causes of action, including all expenses of litigation and/or settlement which may arise by injury to property or person to the extent caused by the error, omission, intentional or negligent act of HAS, its officers, agents, consultants, employees or invitees, collectively, the "HAS Parties" arising out of or in connection with the this Agreement. HAS will at it's own cost and expenses defend and protect 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 such claims and demands. Also, HAS agrees to and shall indemnify, defend and hold harmless the Town Parties, from and against any and all claims, losses, damages, causes of action, suit and liability of any kind, including all expenses of litigation, court costs and attorneys' fees for injury to or death of any person or for any damage to any property to the extent caused by the error, omission, intentional or negligent acts of HAS under 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 HAS Improvements. 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. 8 G. Indemnity Against 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. In this connection, HAS shall indemnify and hold harmless the Town, its officials, officers, agents, servants and employees, for a period of two years after completion of construction of the HAS Improvements, from any loss, damage, liability or expense on account of damage to property and injuries, including death, to any and all persons which may arise out of any defect, deficiency or negligence of the engineer designs and specifications to the extent prepared or caused to be prepared by HAS and incorporated into the HAS Improvements constructed in accordance therewith. H. Venue. Venue of any action brought hereunder shall be in Tarrant County, Texas or Denton County, Texas. I. Tax Exemptions. 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. 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 with copy to: Boyle and Lowry, L.L.P. 4201 Wingren, Suite 108 Irving, Texas 75062 Attn: L. Stanton Lowry TO AIL: AIL Investment, L.P. c/o Hillwood Development Company, LLC 13600 Heritage Parkway, Suite 200 Fort Worth, TX 76177 E 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 HAS: A1L 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 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, AIL or 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. Notwithstanding the foregoing or anything else in this Agreement to the contrary, the owner of the DCLI Property shall be a third party beneficiary exclusively with regard to Sections 5.1). and 7.C.3. of this Agreement. 10 L. Several Obligations. Notwithstanding anything to the contrary contained herein, this Agreement is not intended to create a relationship (contractual or otherwise) behveen HAS and AIL, but rather only between each of HAS and the Town and AIL and the Town. The Town agrees not to hold AIL liable or in default of its obligations hereunder for any failure of 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 AIL to perform its 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. [Signatures on following pages] 11 EXECUTED TO BE EFFECTIVE as of the 12-N day of � U N r-- _,2008. AIL INVESTMENT, L.P. a Texas limited partnership By: Hillwood Alliance Management, L.P., a Texas limited partnership, its general partner By: Hillwood Alliance GP, LLC, a Texas limited liability company, its general partner j THE STATE OF TEXAS COUNTY OF a( - The foregoing instrument was acknowledged before me on 'llf'o— QZ , 2008, by R�tstll l.r��l;n ► i e ; of Hillwood Alliance GP, LLC, a Texas lunited liability company, general partner of Hillwood Alliance Management, L.P., a Texas limited partnership, general partner of AIL Investment, L.P., a Texas limited p ershi on behalf of said limited partnership. ,uuue,� Notary Public, to of Texas h+IENDY DRAKE �- Notary Public, State of Texas FF •t, My Commission Expires JanupTy 21, 2004 12 HILLWOOD ALLIANCE SERVICES, LLC, a Texas limited liability company By: Hillwood Development Company, LLC, a Texas limited liability company, its managing member By. qvuwd�- Name: T A Title: - e zi5;on THE STATE OF TEXAS COUNTY OF c aj1:t The foregoing instrument was acknowledged before me on ,,, `j_ 2008, by L 1 aV , tlMzC'C \1 Q, pto#&Ai t 4 of Hillwood Development Company, LLC, a Texas limited liability company, managing member of Hillwood Alliance Services, LLC, a Texas limited liability company, on behalf of said limited liability company. �p�"aYrpe�„ MENDY DRAKE \ Q Notary Public, State of Texas My Commission Expires Notary Public, Sta Q e January 21, 2009 13 TOWN OF WESTLAKE, TEXAS By: Title: z r - ATTEST: B yam. a Title: FORM A1' ROVES' Y: — I;k-., 'I -- L. ton To Attorney TBE STATE OF TEXAS COUNTY OF i The foregoing instrument was acknowledged before me on •IA-� i a , 2008, by E,., Mayor of the Town of Westlake, on behalf of the Town. GINGER ROBERTSAWTRY aryV ��,g��rvrasr`k Not ll lic> State of Texas "' "• Notary PLblio, State of Texas .'. = my Commission Expires September 26, 2010 14 EXHIBIT "A" LEGAL DESCRIPTION AIL PROPERTY PART 1 BEING a tract of land situated in the Jesse Gibson Survey, Abstract Number 591, the Richard Eads Survey, Abstract Number 492 and the J. Bacon Survey, Abstract Number 2026, Tarrant County, Texas, and being a portion of that certain tract (Tract 2) of land described by deed to AIL Investment, L.P., as recorded in Volume 13275, Page 542, County Records, Tarrant County, Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a 518 inch iron rod with plastic cap stamped "Carter & Burgess" set being an ell corner in the southerly property line of said AIL Tract 2, said point also being the northeast property corner of that certain tract of land described by deed to Lakeway Land, Ltd., as recorded in Volume 13978, Page 222, County Records, Tarrant County, Texas; THENCE S 89049'56"W, 787.23 feet along the common property line of the southerly property line of said ArL Tract 2 and the north property line of said Lakeway Land tract to the POINT OF BEG1I�`'NDG; THENCE S 89049'56"W, 1895.38 feet; THENCE S 1)0005' 13"W, 1321.04 feet; THENCE S 99014'09"W, 1326.57 feet; THENCE N 00°11' 13"W, 337.43 feet; THENCE N 00°14'01"W, 2553.85 feet; THENCE N 89052'59"E, 1186.14 feet; THENCE S 66058'16"E, 192.22 feet; THENCE S 07°25'33"E, 180.88 feet; THENCE S 21024'47"E, 39.07 feet; THENCE S 11°10'47"E, 94.09 feet; THENCE S 34"58'57"E, 140.91 feet; THENCE S 54°13'31"E, 60.78 feet; THENCE S 23°41'47"E, 109.17 feet; THENCE N 89049'56"E, 1012.82 feet to the beginning of a curve to the left; THENCE with said curve to the left, an arc distance of 479.72 feet, through a central angle of 63°46'05" having a radius of 431.03 feet, the long chord of which bears N 57°56'46"E, 455.34 feet; C&B Job No. 015007.094 CTR ACF #2504 J:VOB10150070110941SUR1WPILEG1500794ex3_doc June 03, 2008 Page] of 4 THENCE N 26003'35"E, 100.03 feet to the beginning of a curve to the right; THENCE with said curve to the right, an arc distance of 138.39 feet, through a central angle of 12054'51" having a radius of 614.00 feet, the long chord of which bcars N 32031'00"E, 138.10 fcct; THENCE N 38058'25"E, 195.02 feet to the beginning of a non -tangent curve to the left; THENCE with said non -tangent curve to the left, an arc distance of 638.95 feet, through a central angle of 29°49'27" having a radius of 1227.50 feet, the long chord of which bears 5 64'28'14"E, 631.76 feet; THENCE 5 58007'29"W, 281.95 feet; THENCE S 26047'41 "W, 340.17 feet; THENCE 5 24021'01"W, 227.62 feet; THENCE, S 20032'10"W, 243.20 feet; THENCE S 00045'29"E, 357.87 feet to the POINT OF BEGINN[NG and containing 6,013,216 square feet or 138.044 acres of land more or less. C&.B Job No. 0 15 007.0 94 CTR ACF 42504 J:1J01310150070110941SUR1WPOLEG1500794ex3.doc rune 03, 2008 Page 2 of LEGAL DESCRIPTION AIL PROPERTY PART 2 BEING a tract of land situated in the Charles Medlin Survey, Abstract Number 1958, the Wilson Medlin Survey, Abstract Number 1958, the G. Hendricks Survey, Abstract Number 680 and the Mumucan Hunt Survey, Abstract Number 756, Tarrant County, Texas, and being a portion of that certain tract (Tract 2) of land described by deed to AIL Investment, L.P., as recorded in Volume 13275, Page 542, County Records, Tarrant County, Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a 518 inch iron rod with plastic cap stamped "Carter & Burgess" set being an ell corner in the southerly property line of said AIL Tract 2, said point also being the northeast property corner of that certain tract of land described by deed to Lakeway Land, Ltd., as recorded in Volume 13978, Page 222, County Records, Tarrant County, Texas; THENCE S 89049'56"W, 787?3 feet along the common property line of the southerly property line of said AIL Tract 2 and the north property line of said Lakeway Land tract; THENCE N 00°45'29"W, 357.87 feet; THENCE N 20032'l 0"E, 243.20 feet; THENCE N 24°21'01 "E, 227.62 feet; THENCE N 26°47'41"E, 340.17 feet; THENCE N 58007'29"E, 519.96 feet THENCE N 89-27'1 7-E, 836.43 feet to the POINT OF BEGINNING; THENCE N 77"03'35"E, 1432.89 feet to the beginning of a curve to the left; THENCE with said curve to the left, an arc distance of 540.74 feet, through a central angle of2721'27" having a radius of 1132.50 feet, the long chord of which bears N 63°22'52"E, 535.62 feet; THENCE N 49042'08"E, 307.68 feet to the beginning of a curve to the right; THENCE with said curve to the right, an arc distance of 506.78 feet, through a central angle of 28'32'13" having a radius of 1017.50 feet, the long chord of which bears N 63"58'14"E, 501.56 feet; THENCE S 09°40'08"E, 892.93 feet; THENCE S 16036'28"W, 1518.12 feet; THENCE S 00059'38"E, 573.79 feet; THENCE S 11034'10"E, 564.14 feet; THENCE S 70031' ] 8"W, 349.16 feet to the beginning of a cur-vc to the right; C&B Job No. 015007.094 CTR ACF ##2504 J:VOB10I500701ti0941SUR1WP`,,LEG1500794ex3.doc June 03, 2008 Page of THENCE with said curve to the right, an arc distance of 253.38 feet, through a central angle of 19°21'24" having a radius of 750.00 feet, the long chord of which bears 5 80'12'00"W, 252.18 feet; THENCE S 89052'43"W, 1261.17 feet; THENCE S 88054'36"W, 100.66 feet; THENCE N 01°05'24"W, 1442.77 feet; THENCE N 40°02'39"E, 871.03 feet; THENCE N 00°32'43"W, 545.49; THENCE S 89%)7'1 7"W, 988.18 feet to the POINT OF BEGINNING and containing 5,717,986 square feet or 1.31.267 acres of land more or less. THESE LEGAL DESCRIPTIONS ARE FOR CONTRACT PURPOSES ONLY AND SHOULD NOT BY USED FOR THE CONVEYANCE OF REAL PROPERTY. C&B Job No. 015007.094 ACF #2504 CTR .lune 03, 2008 J.VOB10150070110941SURNWPILE;G1500794ex3.doc Page 4 of 4 Uf'GESS, INC. JOB A 015007.044 '- e:�a�'Pua-low' ae VaaH ay i DATE: 06-03-08 JDRAWN: TAM 'CHECY,ED: JFK ACF# 2504 SHT. NO. EXHIBIT "B" LEGAL DESCRIPTION DCLI PROPERTY BEING a tract of land situated in the Jesse Gibson Survey, Abstract Number 592 and the G. Hendricks Survey, Abstract Number 680, Tarrant County, Texas, and being a portion of that certain tract (Tract 2) of land described by deed to AIL Investment, L.P., as recorded in Volume 13275, Page 542, County Records, Tarrant County, Texas, and being more particular] described by metes and bounds as follows: y BEGINNING at a 518 inch iron rod with plastic cap stamped "Carter & Burgess" set being an ell corner in the southerly property line of said AIL Tract 2, said point also beingthe northeast property corner of that certain tract of land described by deed to Lakeway Land, Ltd., as recorded in Volume 13978, Page 222, County Records, Tarrant County, Texas; THENCE S 89049'55"W, 787.23 feet (Previously recorded as N 8950'20"W) along the common property line of the southerly property line of said AIL Tract 2 and the north property line of said Lakeway Land tract, to a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess" set; THENCE N 00045'29"W, 357.87 feet to a 518 inch iron rod with plastic cap stamped "Carter & Burgess" set; THENCE N 20032'1 0"E, 243.20 feet to a 5/8 inch iron rod with plastic cap stamped `"Carter & Burgess" set; THENCE N 24°21'01"E, 227.62 feet to a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess" set; THENCE N 26047'41 "E, 340.17 feet to a 518 inch iron rod with plastic cap stamped "Carl & Burgess" set; THENCE N 58°07'29"E, 519.96 feet to a 518 inch. iron rod with plastic cap stamped "Carter Burgess" set; THENCE N 89027'1 7E, 1824.60 feet to a 518 inch iron rod with plastic cap stamped "Carter &. Burgess" set; THENCE, S 00°32'43"E, 545.49 feet to a 518 inch iron rod with plastic cap stamped "Carter & Burgess" set; THENCE S 40002'39"WV, 871.03 feet to a 518 inch iron rod with plastic cap stamped "Carter & Burgess" set; THENCE. S 0105'24"E, 1442.77 feet to a 5/8 inch iron rod with plastic cap stamped "Caner & Burgess" set in the north right-of-way line of Dove Road, as shown in that certain tract of land C&B Job No. 015007.094.001.0447 CTR ACF#2505 J:VOBI0150070110941SUR1WP1LEG1500794EX4.doe lune 03, 2008 Pagel oft described by deed to the Town of Westlake, as recorded in Volume 16798, Page 279, County Records, Tarrant County, Texas; THENCE S 38054'36"W, 1153.05 feet along the north line of said Dove Road to a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess" set; THENCE S 87°36'29"W, 138.19 feet continuing along the north line of said Dove Road to a 5/8 inch iron rod with plastic cap stamped "Carter & Burgess" set, being in the east property line of that certain tract of land (Tract 1) described by deed to AIL Investment, L.P., as recorded in Volume 13883, Page 335, County Records, Tarrant County, Texas; THENCE N 00°31'56"E, I296.32 feet ( previously recorded as N 00°44'55"E) along the east property line of said AIL Tract 1 and then along the east property line of the aforementioned Lakeway Land tract to the POINT OF BEGINNING and containing 4,658,596 square feet or 106.947 acres of land more or less. C&B Job No. 015007.094.001.0447 CTR J:UOB10150070110941SURMPILEGI500794EX4.doc ACF#2505 June 03, 2008 Page 2 oft RICHARD NADA #IJRYEY _ AilITAACT J1S#E SUTTON •URYsy AIL INVFSTNENT, L.P. CIAArill# illDLIlI auRvlr 11111Eq deI A#!T_AAT CT oweil¢R 19A7 VOL.13275,PG.542 AMITA ACY IAlliiAlR YQa# -.APPROXIMATE SURVFY LINE rfmcI 2 0 J.■ACOA aIIRYOET APPROxIMATE SURVEY LINE h CV A#aT11ACY SURV lCl, _ WILSON MEDLIN AIMVIET AILST/IACT Vlliialll Yaa• �} d ., AQPA0KII_AA_TE SURVEY LINE N84,27'lr€ 1074.40' APPROXIMATE SURVEY LINE d Z ___i_____ 1V .4' �b .. w t N. 1.4 '') 4.FJ W ti,�. s i o €, n o x 106.447 ACRES �"' on PROPOSED AIL !WEsrRr"Nr, L.P. 1 :�tt m VOL.f3zs,Pc.5 SCALE 7'=500 } 41 I z • S nom, Q i DCL I PROPERTY TRR[T 2 Try wil•R + Z.Z.Q = f ei •v$ q® ti 4wPOINT Cs ®Nr BEGINNING %VIO 589°99'5.6"W 787.23' o•at j-.4 . 0 �9` O,µ'�eGAC`A *� 00CDo o 0 N51.. C LAKFYAY LAND. LTO. '' +! r VOL.13978,PO.222 ,s; r.i 1W-' t m a 1 I d I� __lca AIL INVESTMENT, L.P.1.•P, u' .. VOL.13883.83.PI .3?5 -1 IUrn TF#CT f EXHIBIT "B' 0 Z sa7.36'29•'W AN EXHIBIT SHOWING O ,/139. 19' 5#L°54'36'1I � os 106.947 ACRESIn 111151DOVE RD - ' OF LAND SITUATED IN THE Ili 1 vO RD 4080 RLL- vf0rr JESSE GIBSON SURVEY,ABSTRACT NUMBER 592 AND R D V PARCEL THE G.HENDRICKS SURVEY,ABSTRACT NUMBER 680, +/- 1300' TO CENTERLINE OTTINCEq ROAD TOWN CE v£'STLAA'E Z TARRANT COUNTY,TEXAS VOL./.0798,P0.279 0 Fri Lp IL?m EXISTING DOVE ROAD • g t Pr 8 +QIP.0x906Loas\ars\oho\10100SLom:1°\+f" I311A 7,14 Y •sul 'sse6inq I JeiJo;l 4q B(IQz'O ✓•LOIJ4I301 --V// -o spR o AIL INVESTMENT L L.P. itc, Cf A� lla lk VOL.13275.P6.542 Z TRACT 2 c'z' °�/N GFR _ _ - - _ 7. - _ - DENTON COUNTY 2 TARRANT COUNTY 2.12'LANES } IL AIL INVESTMENT, L.P. • PG.542 ,� TRACT 2 z 5&E FIRST TRACT PROPOSED WESTERLY Q AIL INVESTMENT, L.P. ROADWAY VOL.13275,PG.542 co TRACT 2 f Q 71r co /'1' lk lei J AIL INVESTMENT, L.P. IN i / VOL. 13275,1'0.542 0 �'k -=T E 1� PROPOSED /� TRACT 2 S ;u DCL I PROPERTY 2 12 LA / / �r r DU ACCESS /, o ✓ o In SCALE 1"=1000' a LA'CEWAY LAND, LTD. —,---T.- VOL.13978,P0.222 I m EXHIBIT .C" r' i i I �. O AN EXHIBIT SHOWING I` .'-._,. .. _..:_-.. 41 rlvvE5rMENT, I 1,-,'`'..,# 0 AIL H tri A PROPOSED 2 LANE ROADWAY ---1--- , L.P. I ~''q ry APPROXIMATE ALIGNMENT • P VOL. 13883, ��`'Q4 1 I gii t i i �RACT J1 DOVE RD 2 AIL ' INVESTMENT, L.P. , z... D ' VOL.13883.PG.335 , z G TRACT 1,4 2 • u� f uOp'Sxab6L0o5\ff15\b64\l6L�OSto\9Qf\,r l3T13 Y, ,.'•'.-... 'out 'sse6_ing 1 Je4ao6 r,q ROOZCP 1-u61Jtido6 ;:- i.---- Q.•••• L()..•••• N ..."- ....' * F- -' ,i_ AlL INVESTMENT. I..P• _,, U -,- / VOL.13275.PG.542 < . / TRACT 2 C1 / / / / / / / / / 1 I i 4.) I PROPOSED / 4 / DELI PROPERTY / I /// U 0 I / I r / 1-_ L f2A-E WAY LEWD, LTD. VOL.13978,PG.222 EXISTING I cel- , PROPOSED ELECTRIC AIL LINE RELOCATION --\ +; ,4* si 4 '')c\J ELECTRIC LINE 0 o,- - INVESTMENT I-- d < ' VOL..13883. ELECTRIC L 4 c .... ____ -- PG.335 ----- TRACI 1 DOVE RD \ INE .4- 4 I... . z , - ENO c> o o AIL ' , ELECTRIC LINE 1 , -.) 4.1 Ln , ., V) 5 INVESTMENT, L.P. I 1 VOL.13883.PG.335 ., TRACT 2 .. -. ... * ISST . 1 r 1:14 - c•-913, 0 Ali TIVNE t ANFELECTRIC .. EXHIBIT OWING s LIMITS O RELOCATION ca . ckt i'. 0 t 21 EEXHRIICBD" SCALE l'=600' u5P'9x006LOOG\811S\b60\LOLOOS l 0\Ur\If A3113 ,. 0 'ow .sse6in _l G oi a 4_00 RI gOO 70 4-01.4ricto3 oD 1 C)..-- u-)....- (NI ..., ..-- d ....- ....- u / / / 1 .7) - se / / u_ g / V-J / / c±i 0 PROPOSED / L.L4 4 / Da 1 PROPERTY / BEGIN I I / / / AIL INVESTMENT. L.P.VOL.13275.PG.542 TRACT 2 I li R 0 I / ROAO SECT ION I 1.' DOVE/OTT INGE i— DOVE/DT T INGER RDAD SECTION LAKEWAY LAND, LTD. VOL.12478,PG.222 1 - 0 . . • • END 2 BEI col . I 11 DOVE ROAD DOVE ROAD G IN .. ..,; CAP SECT ION (7 Z , CAP SECT ION DOVE ROAO 1.ki 1 n a CD .... : • I ...,..i,._.Z ci.: 1 Ail INVESTMENT, CAP SECT ION •;T.si_.',...;`' di L.P. z I -ITC 2 VOL.13983. P5.335 I - CI 1%, \, TRACT I I l DOVE RD I ...."....A.-------------- A -4- ...."'"' a. ... _ 0 N.: AIL i . 1. ..! Z 0 I END o DOVE/OTT INGER o Lc) ROAD SECT ION INVESTMENT, L.P. / . .:I V) 3 VOL.1398.3.PO.O36 .... . , ' I: DOVE/OTTINGER . : TRACT 2 ROAD SECTION I * '...r. - • '•.. . cc3 0 co gi T /V ;‘ ------. it=1. E k 1)0 \ -pw EXHIBIT "E"' AN EXHIBIT SHOWING ctt DOVVOTTINGER ROAD SECTION tz ,'-.; S & DOVE ROAD CAP SECTION • ,.., ZI ..,....,...,::. SCALE 1'=600' ur,P'Lx.46L005 VdflS\1760\IOLOOG 1 o\sor\ir 131i A ' - , •, •ou 1 •ssobJng P2 JG.I__1001 <q 9 noz 0 ..1_1.41 5 1_.;,(clop ,;'9• t--.1 -.-* ...., ....- .." < -- .-) / / / / / 6 / RI U/ PROPOSED / 14: 0 I DCL I PROPERTY / 4 ( „../ LU I I / et !(') I r AIL INVESTMENT, L.P. I vOL.13275,1'0.542 TRACT 2 ''''• LAVEWAY LAND, LW. VOL.13976,PG.222 i ! , - c' AIL BEGIN TRAIL LOCATION I TRAIL 1-: • LOC AT ION ct q k 4. C CO 0 i Ili vvvtsrmENT. L.P. 1 Lu--J •0.., --/ 1-- <... 1:1 VOL.13983, I PG.335 _------- TRACT I DOVE RD ! .. ...... ..... ....,....___ i 4 A 0 AIL ,I ! __ ! END 0 TRAIL 0 0 mrvEsrmENr, L.P. I ., 1 () ! ! '. AT TRAIL CROSSING '.g VOL.13883,PG.335 i Ir. ! CID ' I TRACT 2 i 1 , .. •• I ',.. .,..• _.____......___, ,...,___, ! I ! ! : , . F P-s N i . ., 1.1 Ar 6 E., §: EXHIBIT "F" W ' ..'-2---- '-----,-7---_-:-. E NO" AN EXHIBIT SHOWING TRAIL LOCATION tisil t , • ICI .:'.., ,.•''t:',''......: SCALE 1'=600° u6P-8xsP6LOOS\8115\V60\I OLOOS 1.0\eor\ir 4311 'Dm a sseb_In9 1 _.8D3 Aq 1100?0 .4.0 1_b(cloD By: MS U6 --,-A4 MARY LOUISE NICHOLSON COUNTY CLERK " 100 West Weatherford Fort Worth, TX 76196-0401 »...••' 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: 2/12/2019 11:58 AM Instrument#: D219027374 OPR 29 PGS $124.00 I &J'AL )AI NCYll 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.