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HomeMy WebLinkAboutRes 98-14 Ratifying the Settlement Agreement with the City of Fort Worth, Hillwood Development CorporationTOWN OF WESTLAKE RESOLUTION NO. 98-14 A RESOLUTION OF THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE, TEXAS, RATIFYING THE SETTLEMENT AGREEMENT WITH THE CITY OF FORT WORTH, TEXAS, HILLWOOD DEVELOPMENT CORPORATION AND ITS RELATED ENTITIES, AND OTHER INDIVIDUALS AND ENTITIES; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the Town of Westlake and/or its officials are involved in various lawsuits now pending in Tarrant County and Dallas County, Texas including: 1. Cause No. 17-169048-97 entitled Town of Westlake vs. City of Fort Worth_, et al filed in the 17t" Judicial District Court, Tarrant County, Texas; 2. Cause No. 97-05260-L entitled Hillwood Development Corporation, et al, vs. Scott Bradley, et al„ now pending in the 193' Judicial District Court, Dallas County, Texas; 3. Cause No. 98-00442-L entitled Town of Westlake, Texas vs. Hillwood et al., now pending in the 193' Judicial District court, Dallas county, Texas; 4. Cause No. 17-168763-97 entitled Scott Bradley vs. Carroll Huntress et al. now pending in the 17" Judicial District court, Tarrant County, Texas; and WHEREAS, the Town of Westlake adopted Resolutions No. 98-11 and 98-12 approving a settlement with the City of Fort Worth, Hillwood Development corporation and related entities and other parties; and WHEREAS, the parties have executed the settlement papers; and WHEREAS, the settlement negotiated by the parties differs slightly from the settlement proposal approved by the Board of Aldermen by Resolution No. 98-11 in that the "Hillwood Consideration to fort Worth" has changed; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1. That the Settlement Agreement (Ft. Worth Version) attached hereto as Exhibit "1" and the Settlement Agreement (Hillwood Version) attached hereto as Exhibit "2" and incorporated herein for all purposes are hereby ratified, affirmed and approved and the Mayor and Mayor Pro Tern's execution of said Agreements on behalf of the Town of Westlake, Texas are hereby ratified, affirmed and approved by the Board of Aldermen. Resolution No. 98-14 Page 2 SECTION 2: That this Resolution shall become effective from and after its date of passage. PASSED AND APPROVED by the Board of Aldermen of the Town of Westlake this 12"' day of October, 1998. Scott Bradley, Mayor Charla Bradshaw, Mayor Pro Tem ATTEST: ding Crosswy, Town S etary APPROVED AS TO FORM: aul C. Ishan, Town Attorney SETTLEMENT AGREEMENT Y. The Parties This Settlement Agreement, including all exhibits hereto, (the "Settlement Agreement") is made by and between the Town of Westlake, Texas ("Westlake"); the City of Fort Worth, Texas ("Fort Worth"); AIL In- vestment, L.P., Hillwood Development Corporation, Hillwood/Willow Bend, Ltd., Hillwood/822, Ltd., Hillwood/1088, Ltd., Lakeway Land, Ltd. and Lake - way Property Company, Ltd. (collectively, "Hillwood"); Scott Bradley ("Bradley"); Dale White ("White"); Al Oien ("Qien"); Howard Dudley ("Dudley"); Jerry Moore ("Moore") and Carroll Huntress ("Huntress"'). 2. The Lawsuits The following lawsuits are subject to this Settlement Agreement as provided herein: (a) Cause No. 17-169048-97 entitled Town of Westlake, Texas vs. City of Fort Worth, Texas, et al., filed in the 17th Judicial District Court, Tarrant County, Texas. Fort Worth and Hillwood, as Intervenor, have ap- pealed, and Westlake has cross -appealed, a Judgment in this suit by the trial court in favor of Westlake to the Second Court of Appeals under Case No. 02 -98 -00047 -CV (collectively, the "Fort Worth Lawsuit"). (b) Cause No. 17-168763-97 entitled Scott Bradley vs. Carroll Huntress, et al., pending in the 17th Judicial District Court, Tarrant County, Texas (the "Huntress Lawsuit"'). SETTLEMENT AGREEMENT13746.005152945 Page 1 3. Resolutions of Lawsuits The parties have conducted settlement negotiations in these matters and wish to compromise and settle and to hereby resolve their differences without incurring the uncertainties and additional costs incumbent in the Lawsuits. For good and valuable consideration, the receipt and sufficiency _of which is hereby acknowledged by the parties, it is hereby agreed as follows: (a) The Fort Worth Lawsuit I Westlake, Fort Worth and Hillwood consent, agree to the entry of, and direct their respective counsel to submit on their behalf to the Second Court of Appeals in Cause No. 02 -98 -00047 -CV, a "Joint Motion far Dismissal and Remand" and an "Agreed Order of Dismissal and Remand" of the pending appeal in the Fort Worth Lawsuit in the form attached hereto as Exhibit "A" to be filed with the Court of Appeals upon full execution of this Settlement Agreement. 2. Upon remand of the Fort Worth Suit to the 17th Ju- dicial District Court as described in %a)1 above, Westlake, Fort Worth and_ Hillwood consent; --agree to the entry of, and direct their respective counsel to submit on their behalf, a "Reformed Judgment" to the 17th Judicial Dis- trict Court, Tarrant County, Texas for entry in the form attached hereto as Exhibit "B". 3. Fort Worth and. Hillwood hereby release any rights they may claim that the property described in Exhibit "C" is in the extra- territorial jurisdiction of Fort Wotch. AGREEMENT/3746.00s/s2945 Page (b) The Huntress Lawsuit Bradley shall instruct and direct his counsel -to submit on his behalf, an "Order of Nonsuit" in the Huntress Lawsuit in the form at- tached hereto as Exhibit "D" on the Effective Date of this Settlement Agreement. The parties agree to take all actions necessary to have the Court enter such non -suit and agree to refrain from further discovery -gr other proceedings in the Huntress Lawsuit pending entry of the Order of Nonsuit. (c) Westlake and Bradley shall execute and cause to be filed upon the complete execution.of this Settlement Agreement releases of any Notices of Lis Pendens previously filed by them with respect to any of the property described in Exhibit "C" hereto. 4. The Releases and Covenants Not to Sue Releases (a) In consideration of the premises, mutual promises and covenants contained herein, Westlake and Bradley, as parties of the first part, and Fort Worth and Hillwood, as parties of the second part, release and forever dis- charge each other. (other than as expressly reserved in this document), jointly and severally, each and all of them, of and from any and all debts, li- abilities, claims, controversies, causes of action and demands of every kind and character whatsoever that they may now have against each other, civil or criminal, currently existing and arising out of any events or dealings be- tween said parties, their predecessors, successors, assigns, affiliates, elected and appointed officials, employees, consultants, agents and legal represen- SETTLEMENT AGREEMENT/3745.005/52946 Page 3 tatives prior to the execution of this Settlement Agreement including but not limited to the issues, claims, counterclaims, defenses and allegations that were raised or could have been raised in the Fort Worth Lawsuit or the Huntress Lawsuit. It is expressly agreed and understood that this release does not extend to White, Dudley, Oien, Moore and Huntress who are ad- dressed in ¶4(b) below and does not in any way affect the ability of the par- ties to assert or defend all claims, defenses and causes of action stated against the parties currently in the Quo Warranto Proceeding, Southlake Lawsuit and Roanoke Lawsuit (except Hillwood) based on the actions de- scribed in �4(c) below. (b) Westlake and Bradley, as parties of the first part, and Hillwood, Fort Worth, White, Dudley, Huntress, Moore and Oien, as parties of the sec- ond part, release and forever discharge each other and their predecessors, successors, assigns, affiliates, elected officials, employees, consultants, agents and legal representatives jointly and severally, each and all of them (other than as expressly reserved herein), of and from any and all debts, li- abilities, claims, controversies, causes of action and demands of every kind and character whatsoever that they may now have against each other, civil or criminal, currently existing and arising out of any events or dealings be- tween said parties prior to the execution of this Settlement Agreement ex- cept that Westlake and Bradley expressly reserve all claims or defenses that may be asserted in the Quo Warranto Proceeding, the Southlake Lawsuit, the Roanoke Lawsuit or any quo w.a_rranto actions deriving from the same facts ti AGREEMENT/3746.005/52946 Page 4 as these cases in challenging the validity of the actions of White, Dudley, Huntress, Moore and Olen, whether acting in their individual or official ca- pacities, related to the purported disannexation of Westlake lands or the purported removal of Bradley as mayor of Westlake. (c) Bradley, Dale White and the State of Texas reserve the right to assert and prosecute, against the current parties to that case, all claims made in Cause No. 97-1135 (the "Quo Warranto Proceeding") currently pending before the Texas Supreme Court, Westlake reserves its rights to as- sert and prosecute all of its claims (including without limitation all chat - lenges, whether claims or defenses, to the validity of the actions of Dale White, Al Olen, Jerry Moore, Carroll Huntress and Howard Dudley (the "Former Aldermen") and former town officials), against the current parties to that case, in Cause No. 17-169049-97 entitled The Town of Westlake vs. The City of Southlake currently pending in the 17th Judicial District Court Tarrant County, Texas (the "Southlake Lawsuit"), and Westlake reserves its rights to assert and prosecute all of its claims (including without limitation all challenges, whether claims or defenses, to the validity of the actions of Dale White, the Former Aldermen and the former town officials), against the current parties to that case (except Hillwood), in Cause No. 97-501.50-367 entitled City of Roanoke and Hillwood Development Corporation, Hill- wood/Willow Bend, Ltd., Hillwood/822, Ltd., Hillwood/1088, Ltd., Lakeway Land, Ltd. and Lakeway Property Company, Ltd. vs. Town of Westlake cur- rently pending in the 367th Judicial District Court, Denton County, Texas and SETTLEMENT AGREEMENT/3746.005/52446 Page 5 Cause No. 97-48344-362 entitled Town of Westlake vs. City of Roanoke (collectively, the "Roanoke Lawsuit"), all such rights being hereby re- served to those parties and not being affected by this release. All parties acknowledge that neither Scott Bradley nor any other party to this Agree- ment, makes any admission regarding the validity of the purported removal of Bradley as Mayor of Westlake on April 1997; and neither Scott Bradley rror Westlake is precluded by anything herein from asserting the invalidity of such purported removal in any pending litigation involving the City of Southlake, the Town of Roanoke, or in the Quo Warranto Proceeding. Covenant Not to Sue (d) In exchange for the releases contained in ¶4(b), Hillwood, Fort Worth, Bradley and Westlake, and their predecessors, assigns, successors, affiliates, elected officials, employees, consultants, agents and -legal repre- sentatives agree that none of them shall assert or pursue against White, Olen, Dudley, Moore or Huntress any current or future suits, actions or legal claims of any kind based on the conduct made the basis of claim in the Fort Worth Suit or the Huntress Lawsuit or any other conduct, act or omission oc- - curring prior to this -Agreement (subject to the reservations in �4(c) above). Indemnification (e) Each party executing this Agreement will indemnify and hold harmless any other party which it has either released or covenanted not to sue in this Agreement from any liabilities, costs, and expenses (including reasonable. attorneys' fees) incurred by such other party as a result of any suit or claim based on a claim which was ,released or for which a covenant t. AGREEMENT/3746.005/51546 Page 6 not to sue was executed which is commenced, joined or prosecuted by such party against such other party after the effective date hereof. In addition, Westlake will indemnify and hold harmless White, Dudley, Olen, Moore and Huntress from any liabilities, costs and expenses (including reasonable at- torneys' fees) relating to any suit or claim made against them (whether currently or in the future) by Westlake, Bradley or any citizen of the Town -of Westlake in the Southlake Lawsuit, the Roanoke Lawsuit or any quo war- ranto proceeding deriving from the same facts as these cases. Westlake agrees to use its best efforts to cooperate with White, Dudley, Olen, Moore and Huntress in processing any claims for provision of defense made by them to Westlake's insurer in the event any claim is made against them by any third party from acts or omissions arising in their official capacity. Additional Releases (f) In addition to releasing and discharging each other pursuant to Sections 4(a) and (b) of this Settlement Agreement, the parties to this Set- tlement Agreement also release and forever discharge the following of and from any and all debts, liabilities, claims, controversies, causes of actions and demands of every kind and character whatsoever to the same extent that said parties release each other pursuant to this Settlement Agreement: the predecessors, successors, assigns, affiliates, elected and appointed offi- cials, officers, directors, employees, consultants, agents and legal represen- tatives of all parties to this Settlement Agreement (including, without limita- tion, Goins, Underkofler, Crawford & Langdon; Hughes & Luce; Public SETTLEMENT AGREEMENT/3746.oa5/52946 page 7 Strategies, Inc.; Kelly, Hart & Hallman; Luce & Williams; Paul Isham; Frei- lich, Morgan, Leitner & Carlisle; Terry Morgan & Associates; Cooper & Scully; Naman, Howell & Smith; Haynes & Boone; Philips, Hopkins, Eames & Cobb; and Little, Pedersen, Fankhauser & Cox and the individual professionals of all such firms). This paragraph does not apply to White, Moore, Dudley, ©ien and Huntress who are addressed in paragraphs 4(b), 4(c) and 4(d) hereof.-_ S. Hillwood Consideration to Fort Worth Attached hereto as Exhibit "E" are documents that outline the addi- tional agreements between Fort Worth and Hillwood as part of this settle- ment. 6. Other Litigation The Town of Westlake will not voluntarily resolve any pending litigation with the City of Roanoke or City of Southlake in a manner which results in any land which was purportedly disannexed from Westlake in May, 1997, being within the corporate limits of the City of Roanoke or the City of South - lake (except potentially land that was the subject of dispute before May, 1997). 7. Other Representations of the Parties (a) This Settlement Agreement is purely and simply a compromise to avoid expending further time and expense in this matter and does not con- stitute an admission of liability by any of the parties. (b) Each party represents and warrants to all other parties hereto that such party has not assigned or conveyed any interest or right in and to any of the claims or causes of action covered by this Settlement Agreement SETTLEMENT AGREEMENT/3746.045/52946 Page 8 or intended to be covered by this Settlement Agreement and that all such claims are owned by the respective parties. (c) No term or provision of this Settlement Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom the enforcement of the change, waiver, discharge or termination is sought. This Agreement and the exhibits referred to herein contain the full, final, and exclusive statement of the agreement between the parties. This Agreement and the covenants and agreements contained herein shall be binding upon, and inure to the benefit of, each party and each party's respective affiliates, related entities, succes- sors and assigns. Neither Southlake nor Roanoke shall have any rights or claims by reason of this Agreement. (d) This Settlement Agreement shall be governed by and construed in accordance with the laws of the State of Texas and any action for the en -- forcemeat of this Agreement shall be brought in Tarrant County, Texas. (e) The undersigned parties further state that they are fully compe- tent and authorized to enter into this Settlement Agreement, that they have carefully read the foregoing Settlement Agreement and know the contents thereof, and that they have executed this Settlement Agreement of their own free will for the purposes and considerations stated herein. (f) The parties further warrant and represent that, where necessary, all corporate, municipal and governmental consents required for any party to execute this Settlement Agreement have been obtained. SETTLEMENT AGREEMENT/3746.aa5/52995 Page 9 (g) Prior to the execution of this Agreement by each such party, such party has fully informed themselves as to the terms, contents, provi- sions and effects of this Agreement, and all facts and conditions sufficient and necessary to the decision to execute this Agreement. (h) No promise or representation of any kind has been made to that party or his representative by -any other party or his representative except as expressly set forth in this Agreement and as made in any agreements executed contemporaneously with this Agreement. (i) Such party is not relying on any oral understandings, oral repre- sentations, or oral agreements of any kind or on any other matter not ex- pressly stated in this Agreement and any such reliance would be unintended by the other parties and otherwise unreasonable and unjustifiable. (j) This Agreement shall remain in all respects effective and not subject to termination, modification or rescission by any difference in facts or circumstances hereafter occurring, becoming known or becoming known differently. (k) This Agreement constitutes a valid, binding, and. enforceable ob- ligation of that party; its terms are lawful and fair, and it constitutes an equi- table settlement of their differences. (1) The parties hereto further acknowledge that they have had the opportunity to seek independent legal counsel to advise them of their rights under this Settlement Agreement and that no party has relied upon the ad -- SETTLEMENT AGREEMENT/3746.005/52946 Page 10 vice of counsel for any other party in entering into this Settlement Agree- ment. (m) In the event that any provision hereof shall be found to be inva- lid or unenforceable for any reason, that provision shall be severed from the. remainder of this Agreement, and the remainder of this Agreement shall be enforceable by any party hereto. S. If any party to this Agreement brings suit to enforce any right or obli- gation under this Agreement, the prevailing party shall be entitled to recover its expenses, including reasonable attorneys' fees, incurred in connection with that action. 9. In all instances in which a party to this Agreement is required under this Agreement to do any act at a particular time or within a particular period of time, time is of the essence in the performance of such act. 10. Each party represents that such party has substantial experience in negotiating contracts and has obtained any advice of counsel which that party wished to obtain, that this Agreement is the product of negotiations among the parties, and that, therefore, no party to this Agreement shall be - charged with having promulgated this Agreement. 11. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original for all purposes, and all of which together shall constitute one instrument.. SETLEMENTAGREEMENT/37a6.DO51629a6 Page 1I i��iUlU� tilJlsti��1�,LUl;�, L, L, Y, L14-`Jjj-bl()d (thj)1l). L y{ !`f-LVIui. !w LJ/avv.'ttUkJU-)tUM) s L RR a r ,AIL INVES'i"t"T. IL -P-11 HTLL:raQO D"CLOPMENT CDRPOlIA M. MYLLWO"j IDFAD, LTD., HTLLWOM/SZ2. LTDer FrL.t /logo, Lrp. 6"WMaY LApo,'L.Vp. ands UUKT ALV pIIPMN COMPANY, LTD - By: its - SCOTT BRADI,ET vAL V WMTE 10/02/98 FRI 14:27 [TX/RX NO 87091 TOWN OF WESTLAKE, TEXAS By: Its: CITY OF FORT WORTH, TEXAS By: Its: AIL INVESTMENT, L.P., HILLWOOD DEVELOPMENT CORPORATION, HILLWOOD/WILLOW BEND, LTD., HILLWOOD/822, LTD., HILLWOOD/1.088, LTD., LAKEWAY LAND, LTD. and LAKEWAY PROPERTY COMPANY, LTD. By: Its: SCOTT BRADLEY DALE WHITE AL OIEN JERRY MOORE HOWARD DUDLEY CARROLL HUNTRESS 110, SE77L.EMENT AGREEMENT/3746,005/52946 Page 12 EXH I BIT '`A" AGREED MOTION AND ORDER OF DISMISSAL AND REMAND FORT WORTH SUIT COURT OF APPEALS SECOND DISTRICT OF TEXAS FORT WORTH HILLWOOD/WILLOW BEND, LTD., § HILLWOOD/822, LTD., HILLWOOD/ § 1088, LTD., and LAKEWAY PROPERTY § COMPANY, LTD, and CITY OF § FORT WORTH § § Appellants § and Cross -Appellees § V. § TOWN OF WESTLAKE, TEXAS; § Appellees § and Cross -Appellants § NO. 02 -98 -00047 -CV JOINT MOTION TO DISMISS APPEAL AND TO REMAND The City of Fort Worth, Hillwood/Willow Bend, Ltd., Hillwood/822y Ltd., Mlwood 1088, Ltd., and Lakeway Property Company, Ltd., and the Town of Westlake, Texas, being all of the parties to the above appeal, hereby jointly move to dismiss said appeal and to remand this case to the 17th District Court of Tarrant County, Texas; and would show the Court as follows: 1. All parties to this .appeal have fully settled and compromised all disputes between them arising out of this lawsuit and therefore ask this court to dismiss this appeal, including the cross-appeal pending herein, with prejudice, and to remand the case to the 17th District Court of Tarrant County, Texas, for entry of a modified judgment in accordance with the agreement of the parties. MOTION TO DISMISS APPEAL - Page I 0075 10.00 0 19:03 562fl0.02 appeal. 2. All parties propose that each shall bear its own costs in connection with this WHEREFORE, PREMISES CONSIDERED, the City of port Worth, I-Etlwaod/Willow Bend, Ltd., Hillwoodl822, Ltd., Hillwood 1088, Ltd., and Lakeway Property Company, Ltd., and the Town of Westlake, Texas hereby move the Court to dismiss this appeal, including the cross- appeal pending herein, with prejudice, and that this case be remanded to the 17th District Court of Tarrant County, Texas, with each party to bear its own costs herein, and for such other and further relief to which they may be entitled. MOTION TO DISMISS APPEAL - Page 2 Respectfully submitted, David Bryant SBN 03281500 Catherine C. Theisen SBN 24003042 of HUGHES & LUCE, L.L.P. 1717 Main Street, Suite 2800 Dallas; Texas 75201 (214) 939-5500 (214) 939-6100 -FAX ATTORNEYS FOR APPELLANTS AND CROSS -APPELLEES HILLWOODIWILLOW BEND, LTD., HILLWOODI822, LTD., HIILWOODI 1089 LTD., LAKEWAY LAND, LTD. and LAKEWAY PROPERTY COMPANY, LTD. 007510.00019:03562W.02 MOTION TO DISMISS APPEAL - Page 3 Donald E. Herrman SBN 09541300 Dee 1 Kelly, Jr. SBN 11217250 Barbara P. Neely SBN 16236500 of KELLY, HART & HALLMAN, P.C. 201 Main Street, Suite 2500 Fort Worth, Texas 76102 (817) 332-2500 (817) 878-9280 - FAX ATTORNEYS FOR APPELLANT/ CROSS -APPELLEE CITY OF FORT WORTH 007510.00 019:03 5 6200:02 E. Eldridge Goins SBN 08069500 Janes W. Morris, Jr. SBN 14487600 Jeffrey S. Wigder SBN 00797663 of GOINS, UNDERKOFLER, CRAWFORD & LANGDON 1601 Elm Street, Suite 3300 Dallas, Texas 75201 (214)969-5454 (214) 969-5902 - FAX Terry D. Morgan SBN 14454075 David G. Richardson SBN 00792798 of TERRY MORGAN & ASSOCIATES 1601 Elm Street, Suite 1930 Dallas, Texas 75201 (214)740-9944 (214) 740-9977 - FAX Paul C. Isham SBN 10434000 1408 W. Abram, Suite 209 Arlington, Texas 76013 (817) 461-7199 (817) 795-7355 - FAX ATTORNEYS FOR APPELLEE/ CROSS -APPELLANT TOWN OF WESTLAKE - MOTION TO DISMISS APPEAL - Page 4 a 007510.00019:4356200.02 CERTIFICATE OF SERVICE This is to certify that a true and correct copy of the foregoing Motion to Dismiss Appeal and to Remand has been served via certified mail, return receipt requested, to counsel of record for all parties in this action in accordance with the Texas Rules of Appellate Procedure this day of September, 1998. MOTION TO DISMISS APPEAL - Page 5 "1`. 007510.00014:0356200.02 NO. 02 -98 -00047 -CV SECOND COURT OF APPEALS DISTRICT OF TEXAS THE CITY OF FORT WORTH, TEXAS, HILLWOOD DEVELOPMENT CORPORATION, HILLWOOD/WILLOW BEND, LTD., BULWOOD/822, LTD., HILLWOOD/1088, LTD., LAKEWAY LAND, LTD. and LAKEWAY PROPERTY COMPANY, LTD., V. TOWN OF WESTLAKE, TEXAS, Appellants/Cross-Appellees, Appellee/Cross-Appellant. On Appeal From The 17th Judicial District Court Tarrant County, Texas (Cause No. 17-169048-97) AGREED ORDER OF DISMISSAL AND REMAND On this the day of October, 1998 came on to be heard Appellee The Town of Westlake, Texas ("Westlake"), Appellant the City of Fort Worth, Texas ("Fort Worth") and Appellants Hillwood Development Corporation, Hillwood/Willow Bend, Ltd., Hillwood/822, Ltd., Hillwood/1088, Ltd., Lakeway Land, Ltd. and Lakeway Property Company; Ltd. ("Hillwood"), by and through their respective attorneys of record and announced to the -Court that they have fully settled and compromised all disputes between them arising out of this lawsuit and requested that this Court dismiss this appeal and remand the case to the 17th Judicial District Court, Tarrant County, Texas for entry of a reformed judgment in accordance with the parties' agreement. The Court, having considered the settlement between Westlake, Fort Worth. and AGRFF.D ORDER OF DISMISSAL AMJ I+ UND Page ! 3746.005/14739 Hillwood and being fully advised in the premises, hereby makes the following judgments, orders and decrees; it is therefore ORDERED, ADJUDGED AND DECREED that this appeal is dismissed and the case is remanded to the 17th Judicial District Court, Tarrant County, Texas for entry of a reformed judgment in accordance with the agreement of the parties; it is farther ORDERED, ADJUDGED AND DECREED that the parties shall be responsible for their own costs and attorneys' fees for this appeal; it is further ORDERED, ADJUDGED AND DECREED that all relief not expressly granted herein is denied. Signed this day of October, 1998. APPROVED AS TO FORM AND SUBSTANCE; E. Eldridge Goins, Jr. James W. Morris, Jr.-__. Jeffrey S. Wigder GOINS, UNDERKOFLER, CRAWFORD & LANGDON a Registered Limited Liability Partnership 1601 Elm Street, Suite 3300 Dallas, Texas 75201 (214) 969-5454; (214) 969-5902 (Fax) Attorneys for Appellee THE TOWN OF WESTLAKE, TEXAS AGREED ORDER OF DISMISSAL AND REM ND N.Pugs 2 17{6,pp$/{9739 Donald E. Herrmann Dee J. Kelly, Jr. KELLY, HART & HALLMAN 201 Main St., Suite 2500 Fort Worth, Texas 76102 (817)33272500; (817) 878-9280 (Fax) Attorneys for Appellant CITY OF FORT WORTH, TEXAS David Bryant HUGHES & LUCE 1717 Main St., Suite 2800 Dallas, Texas 75201 (214) 939-5500; (214) 939-6100 (Fax) Attorneys for Appellants HILLWOOD DEVELOP\IIENT CORPORATION, HILLWOOD/WILLOW BEND, LTD., IIILLWOOD/822, LTD., HILLWOOD/1088, LTD., LAKEWAY LAND, LTD. and LAKEWAY PROPERTY COMPANY, LTD. AGREED ORDER OF D16,WSSAL AND R&WAD n -� Pagc 3 37x5 005149739 EXHIBIT "B" REFORMED JUDGMENT FORT WORTH SUIT LAW OFFICES Goins, Underkofler, Crawford & Langdon A REGISTERED LIMITED LIABILITY PARTNERSHIP THANKSGIVING TOWER 1601 ELM STREET, SUITE 3300 DALLAS, TEXAS 75201 TELEPHONE (214) 969-5454 FAX (214) 969-5902 DATE: 10/07/98 NUMBER OF PAGES: 3 C/M#: 3746.005 (excluding cover page) DELIVER TO: Dee J. Kelly, Jr., Esq. (817) 878-9280 David Bryant, Esq. (214) 939-6100 SENDER: James W. Morris, Jr. SUBJECT: ENCLOSURE: If you do not receive all sheets, please call Dava at (214) 969-5454 as soon as possible. NOTICE OF CONFIDENTIALITY This information contained in and transmitted with this facsimile is: 1. SUBJECT TO THE ATTORNEY-CLIENT PRIVILEGE; 2. ATTORNEY WORK PRODUCT; OR 3. CONFIDENTIAL It is intended only for the individual or entity designated above. You are hereby notified that any dissemination, distribution, copying, or use of or reliance upon the information contained in and transmitted with this facsimile by or to anyone other than the recipient designated above by the sender is unauthorized and strictly prohibited. If you have received this facsimile in error, please no- tify Goins, Underkofler, Crawford & Langdon by telephone at (214) 969-5454 immediately. Any fac- simile erroneously transmitted to you should be immediately returned to the sender by U.S. Mail, or if authorization is granted by the sender, destroyed. NO. 17-169048-97 TOWN OF WESTLAKE, TEXAS, Plaintiff, VS. CITY OF FORT WORTH, TEXAS, Defendant, and HILLWOOD DEVELOPMENT CORPORATION, HILLWOOD/ WILLOW BEND, LTD., HILLWOOD/ 822, LTD., HILLWOOD/ 1088, LTD., LAKEWAY LAND, LTD. and LAKEWAY PROPERTY COMPANY, LTD., Intervenors. IN THE DISTRICT COURT TARRANT COUNTY, TEXAS 17TH JUDICIAL DISTRICT FINAL JUDGMENT On this the day of October, 1998 came on to be heard Plaintiff The Town of Westlake, Texas ("Westlake"), Defendant the City of Fort Worth, Texas ("Fort Worth") and Intervenors Hillwood Development Corporation, Hill- wood/Willow Bend, Ltd., Hillwood/822, Ltd., Hillwood/ 1088, Ltd.'., t;Mkeway Land, Ltd. and Lakeway Property Company, Ltd. ("Hillwood"), by and through their respective attorneys of record and announced to the Court that they have fully settled and compromised all disputes between them arising out of this lawsuit and requested that the Court enter this final judgment in accordance with the parties' settlement agreement; it is therefore FINAL JUDGMENT - 3746.005149759 - Page 1 ORDERED, ADJUDGED AND DECREED that purported disannexations and releases of extraterritorial jurisdiction of the property described in Exhibit "A" ,are null and void ab initio; it is further ORDERED, ADJUDGED AND DECREED that all property described in Exhibit "A" is and at all times since May 2, 1997 has been within the corpo- rate limits of Westlake; it is further ORDERED, ADJUDGED AND DECREED that all claims and defenses asserted in this case other than those related to the adjudication herein that the property described in Exhibit "A" is in the corporate limits of Westlake, are. dismissed without prejudice to refiling the same; it is further ORDERED, ADJUDGED AND DECREED that the parties shall be re- sponsible for their own costs and attorneys' fees; and it is further ORDERED, ADJUDGED AND DECREED that this judgment is nonap- pealable. All relief not expressly granted herein is denied. Signed this_ day of October, 1998. JUDGE PRESIDING FINAL JUDGMENT - 3745.0 05/4 9 759 Pace 2 APPROVED AS TO FORM AND SUBSTANCE: E. Eldridge Goins, Jr. James W. Morris, Jr. Jeffrey S. Wigder COINS, UNDERKOFLER, CRAWFORD & LANGDON a Registered Limited Liability Partnership 1601 Elm Street, Suite 3300 Dallas, Texas 75201 (214) 969-5454; (214) 969-5902 (Fax) Attorneys for Plaintiff TOWN OF WESTLAKE, TEXAS Donald E. Herrmann Dee J. Kelly, Jr. KELLY, HART & HALLMAN 201 Main St., Suite 2500 Fort Worth, Texas 76102 (817) 332-2500; (817) 878-9280 (Fax) Attorneys for Defendant CITY OF FORT WORTH, TEXAS David Bryant HUGHES & LUCE 1717 Main St., Suite 2800 Dallas, 'Texas 75201 (214) 939-5500; (214) 939-6100 (Fax) Attorneys for Intervenors HILLWOOD DEVELOPMENT CORPORATION, HILLWOOD/WILLOW BEND, LTD., HILLWOOD/822, LTD., HILLWOOD/1088, LTD., LAKEWAY LAND, LTD. and LAKEWAY PROPERTY COMPANY, LTD. FINAL JUDGMENT - 3 74 6-00 5/4 9 759 17 Page 3 The disannexed land which is the subject of the Fort Worth suit is that land which was purportedly disannexed from Westlake by Westlake Ordi- nance Nos. 272 (save and except that land which was purportedly released to the extraterritorial jurisdiction of Roanoke pursuant to Westlake Joint Resolution No. 97-7), 274, 275, 276, 278, 279, 280, 281 and 282 and the land over which Westlake purportedly released its extraterritorial jurisdiction in Westlake Resolution Nos. 97-5, 97-6, 97-10, 97-11, 97-12, 97-13, 97-14, 97-15, 97-18, 97-19, 97-20, 97-21, 97-22, 97-23, 97-24, 97-25, 97-26 and 97-27. The specific legal descriptions for this land is attached to the above - referenced ordinances and resolutions and incorporated by reference. EXHIBIT "A" lit li 49LM p SIR dt 4 ,AP,A lid F.XFITBI'1~ uB" Property Description of Land Discontinued and Disannexed from the Town of Westlake, Texas . DMENEXATION ORDINANCE -_CIRCLE T Page 9 4 07510.0019:0253964;01 EXHIBIT B BEING a tract of land in Denton County and Tarrant County, Texas and being situated in the M.E.P.&P. Railroad Company Survey, Abstract No. 923, and in the Jesse Gibson Survey, Abstract No. 493, and in the William Huff Survey, Abstract No. 519, and the Jesse Sutton Survey, Abstract No. 1154, and in the Richard Eads Survey, Abstract No. 393 and in the Charles Medlin Survey, Abstract No.. 823, all In Denton County, and in the William Huff Survey, Abstract No. 648, and in the Richard Eads Survey, Abstract No. 492, and in the Charles Medlin Survey, Abstract No. 1084, and in the J. Bacon Surrey, Abstract No. 2026, and in the Jesse Gibson Survey, Abstract No. 592, and in the G.B. Hendricks Survey, Abstract No. 680, and in the Memucan Survey, Abstract No. 756, and In the Leroy Boggess Survey, Abstract No. 196, and in the Josiah Walker Survey, Abstract No. 1604, and In the A. Barnes Survey, Abstract No. 142, all in Tarrant County, Texas, and Including a portion of the tracts of land described In the following deeds: (a) Beed from JNC Enterprises, Ltd., to Lakeway Land, Ltd., HillwoodJ822, Ltd., and Lakeway Property Company, Ltd., recorded In Volume 12625, Page 544, Real Property Records of Tarrant County, Texas and at County Clerks filing No. 96- R0091249, Real Property Records of Denton County, Texas (the `JNC Deed1; (b) Deed from Westlake Investments, Ltd., to Hftoodf illow Bend, Ltd., recorded in - Volume 11961, Page 1639, Real Property Records of Tarrant County, Texas and at County Clerks filing No. 95-R0027449, Real Property Records of Denton County, Texas (the '"Willow Bend Deed'), and (c) Deed from Scut Bradley and Kelly Pace Bradley to Hillwood/1088, Ltd., recorded in Volume 12260, Page 1948, Real Property Records of Tarrant County, Texas (the `1088 Deedn; and being a portion of State Highway No. 377, State Highway No. 170 and State Highway No. 114, and a portion of Precinct Line Road, a portion of Dove Road, a portion of Ottinger Road, a portion of Knox Road and a portion of Roanoke Road said tract being more particularly described as follows: BEGINNING at the northwest comer of Tabemade Baptist Church tract described in ft deed a recorded In Volume 714, Page 459, Real Property Records of Denton County, Texas (the `Church Tract'], said point being in the old easterly right-of-way line of State Highway No. 377, said point of beginning being also the Point of Beginning of the description of Tract 1 in the Willow Bend Deed; THENCE in a clocicvvise direction along the boundary line of Tract 1 in the Willow Bend -.Deed until such boundary line intersects the centerline of Roanoke Road, as set forth in the 4th call following the Point of Beginning.of the description of Tract 1 in the Willow Bend Deed; THENCE departing from the boundary tine of said Tract 1 and continuing on the same bearing of said 4th call to a point in the boundary line of Tract 2 in the Willow Bend Deed, such boundary line being the line described in the 1st call following the Point of Beginning of the description of Tract 2 in the Willow Bend Deed;' ffr 7 �oB01.l.E?t Page 1 THENCE beginning in a northerly direction and continuing clockwise from such intersection point along the boundary line of said Tract 2 In the Willow Bend Deed to a point that is the southwest comer of the tract described In the attached Exhibit B -A mac t 6 ; THENCE departing the boundary line of said Tract 2 and along the southerly boundary line of Tract A to the intersection of said southerly boundary line with the northwesterly right-of-way line of State Highway No 170; - THENCE on a radial bearing to the curve which is the northwesterly right-of-way line of State Highway No. 170 to a point that intersects with the westerly boundary of the tract identified as "First Tract' as a "Save and Except" tract out of said Tract 2 In the Willow Bend Deed; THENCE In a southerly direction along the westerly boundary line of the"Lee. Tract to the southwest comer of the Lee Tract and continuing along the southerly boundary of the Lee Tract to a point in the westerly right-of-way me of Ottinger Road for a comer, THENCE beginning in a northerly direction and continuing along the westerly, sout.herty and southwesterly rights-of-way line of Ottinger Road to a point that is 50 feet east of the easterly boundary line of Tract A; THENCE in a northerty direction 50 feet from, outside of and parallel with the easterly boundary of Tract A to a point that is in the centerline of State Highway No. 170; THENCE northeasterly along the centerline of State Highway No. 170 until such centerline intersects with the centerline of State Highway No. 114; THENCE southeasterly along the centerline of State Highway No. 114 to .a point that is due north of the intersection of the southerly right-of-way tine of State Highway No. 114 and the easterly right-of-way tine of Precinct Line Road; THENCE south to the intersection of the southerly right-of-way fine of State Highway No. 114 and the easterly right-of-way line of Precinct Line Road; THENCE southerly, along the easterly line of Precinct tine Road to a point that intersects an easterly extension of the most northerly boundary line of the tract described in Volume -6395, page 67, Real Property Records -of Tarrant County, Texas (the `BradleyTract']; THENCE westerly to -.the northeast comer of the Bradley Tract; THENCE beginning in a westerly direction and continuing along the common boundary line of said Tract 2 in the Willow Bend Deed and the Bradley Tract to a point that is the northwest comer of the 1088 Tract; THENCE easterly along the northerly boundary of the 1088 Tract to a point in the westerly line of Precinct Line Road which is also the northeasterly comer of the 1088 Tract; THENCE easterly (on the same bearing as the northerly boundary of the 1088 Tract) to a point in the easterly right-of-way line of Precinct Line Road; gTt�o60t.LDt Page 2 THENCE southerly 942 feet along said easterly right -of -way -fine of Precinct iine Road; THENCE west to a point in the boundary line of Tract 2 in the Willow Bend Deed; THENCE southerly along said boundary line 3640 feet; THENCE S 480 32'28" W to a point again in the boundary line of Tract 2 In the Willow -Bend Deed, THENCE beginning in a westerly direction and continuing in a clockwise direction along the boundary line of said Tract 2 to a point that is 50 feet north of the most southerly boundary line of said Tract 2 (which southerly boundary line is the boundary line of said -Tract 2 with a call of `N890 50' 15"W 1033.25' that ends In the easterly boundary line of Hickory Hollow Estates recorded In Volume 388-19o, page 24, Tarrant County Plat Records"): THENCE in a westerly direction 50 feet north of, inside of and parallel to said most southerly boundary line of said Tract 2 to a point that is 50 feet east of the common boundary line of Hickory Hallow Estates and said Tract 2 that runs generally in a north/south direction; THENCE in a northerly direction 50 feet from, inside of Tract 2 and parallel to said common boundary line between said Tract 2 and Hickory Hallow Estates to a point that intersects with the southerly boundary line of the tract described in the deed from HilhWodMillow Bend, Ltd., to Troy K Aikman recorded In Volume 12226, page 736, Real Property Records of Tarrant. County,. Texas (the `AikmanTracy; THENCE in an easter. y and then northerly direction along the southerly and easterly line of the Aikman Tract until such boundary line intersects with the north fine of the Josiah Walker Survey Abstract No. 1604, which is the northeast comer of the Aikman Tract and which point isin the boundary line of Tract 2 in the Willow Bend Deed; THENCE continuing northerly from said comer in a cioclnrrlse direction along the boundary of said Tract 2 to the point that such boundary line intersects the southerly right-of-way Iine of Dove Road; THENCE westerly along the southerly right-of-way line of Dove Road to a point that intersects a southerly extension of the boundary iine of said Tract 2 with the calf "North 000 44' 29" E, 902.96 feet to a found 1/2 inch iron pin'; THENCE northerly crossing Dove Road along said extension to such boundary line of said Tract 2 and continuing along the boundary of said Tract 2 until such boundary next again Intersects with the northerly right-of-way fine of Dove Road; THENCE continuing on the same bearing of such boundary line across Dove Road to the southerly right-of-way line of Dove Road; THENCE westerly 1330 feet along said southerly right-of-way line of Dove Road; THENCE north (approximately 90 feet) to a point 50 feet north of the boundary line of said Tract 2; - 97140001.rrn Page 3 THENCE westerly 50 feet north of, Inside of and parallel to the boundary line of said Tract 2 to a Point that Intersects with the boundary line of said Tract 2; THENCE beginning in a northerly direction and continuing clockwise along the Tract 2 boundary Road; to the point in said boundary line that is 50 feet east of the easterly right -of --way linene of (}{finger _ THENCE 50 feet in a northerly direction parallel to the -easterly right-of-way line of Ottinger Road; THENCE beginning in a westerly direction and continuing clockwise 50 feet from, inside of and parallel to the boundary line of said Tract 2 to a point that Is 50 feet west -Of a point In the common boundary of Tract 2 and the westerly boundary of the Carpenter Addition recorded in Volume 388-117, page 32, Map Records of Tarrant County, Texas that is 50 feet south of the northwest comer of said Carpenter Addition; THENCE east to a point in said common boundary rine of Tract 2 of the Willow Bend Deed and... said Carpenter Addition; THENCE in a southerly direction along said common boundary line to a point that is 50 feet north of the southwest comer of said Carpenter Addition; THENCE beginning in a westerly direction and continuing clockwise 50 feet from, inside of and parallel to the boundary line of said Tract 2 to a point that is in the easterly right-of-way line of Roanoke Road; THENCE west crossing the right-of-way of Roanoke Road to a point 50 feet west of the westerly right-of-way line of Roanoke Road; _ THENCE in a southerly direction 50 feet west of and parallel to the westerly right-of-way line of Roanoke Road to a paint that is 50 feet north of the southerly boundary of Tract 4 described in the rJNC Deed; THENCE in a westerly direction 50 north of, inside of and parallel to said southerly boundar- line said Tract 4 to a point that -is 50 feet from and inside of the westerly boundary of said. Tractt 4; - THENCE N 240 50' 47`-E 750 feet; THENCE S 800 00'25* E 320 feet; THENCE N 270 42155- 800 feet; THENCE N 80° 00'25" W to the westerly boundary of Tract 4 of the JNC Deed which 'boundary line also is the easterly right-of-way line of US Highway 377; THENCE in a northerly direction, along the westerly boundary line of Tract 4 in the JNC Deed to the intersection of said westerly boundary line and a southerly extension of the westerly_ boundary line of Tract 3 in the JNC Deed;, 97140W1.LCn _- Page 4 THENCE in a northeasterty direction along said southerly extension of and continuing along the westerly boundary line of said Traci 3 to the point of beginning of the description of said Tract 3; THENCE continuing across State Highway No. 170 on a line that has the same bearing of and is a northerly extension of the westerly boundary of said Tract 3 to a point that is the southwesterly comer of Tract 1 in the JNC Deed; THENCE in a northeasterly direction along the westerly boundary line of said Tract 1 to the southwest comer of the Church Tract; THENCE beginning in an easterly direction and continuing along the southerly (crossing State Highway No. 377), easterly and northerly boundaries of the Church Tract -to the POINT OF BEGINNING; SAVE ,AND EXCEPT the tracts described on the attached Exhibit B-2 and any portion of the above described tract not situated within the town limits of the Town of Westlake, Texas. 97140MI.LD1 Y pa9a 5 EXHIBIT B-1 "TRACT A" LEGAL DESCRIPTION BEING a tract of land situated in the M. E. P. & PRR. Co. Survey, Abstract No. 923, Denton County, Texas and being a portion of Tract 2'of the land desciibed in the deed to - HillwoodWIliow Bend, Ltd. and recorded in County Cieric's File No. 95-R0027449, Real Property Records of Denton County, Texas, said tract of land being more particularly described by metes and bounds as follows : COMMENCING at the northwest comer of Tabernacle Baptist Church tract as recorded in Volume 714, Page 459, said County Records, said point being in the easterly right-of-way lime of State Highway No. 377; THENCE N 24°49'42"E, 503.88 feet along said easterly right-of-way; THENCE N 89°58'91"E, 1324.25 feet; THENCE S 0001 1'31 "W, 176.40 feet; THENCE 8 84033'33"E, 647.67 feet; THENCE N 00°14'07"E, 1232.88 feet; THENCE N 2303T11"E, 76.34 feet; THENCE N 89°59'16"E, 637.62 feet to the POINT OF BEGINNING; THENCE N 00006,29"W, 622.79 feet; THENCE N 70°41'10"W, 334.98 feet THENCE N 23039'41"E, 561.78 feet; THENCE S 84032'00"E, 449.69 feet; THENCE N 00°28'37"W, 44.00 feet; THENCE N 89°50'17"E, 1593.09 feet; THENCE.S 00°22'19"E, 1264.88 feet to a comer of Lee tract; THENCE N 88055'08"W, 285.09 feet; THENCE N 89°48'19"W, 1671.70 feet to the POINT OF BEGINNING and containing 58.847 acres of land, more or less. M ay 2, 1997 NVOBL971<06�1.t19Gt47t4060t.FB9 _ � Page 1 of i t PROPERTY DESCRIPTION ROBERT AND LINDA GUNNELS AND MELVIN AND LINDA FERRELL This property is comprised of four contiguous tracts of land located on the east side of Roanoke Road south of the intersection of Roanoke Road and State Highway 170, and north of the intersection of Roanoke Road and Oak Trail in Tarrant County, Texas. These tracts of land are generally shown on the attached Exhibit W and are further described below. TRACT A ROBERT GUNNELS BEING a tra6t of land situated in the William Huff Survey, Abstract No. 648, Tarrant County, Texas and being. a portion of that tract of land as described by deed to Robert Gunnels and recorded in Volume 7165; Page 2330, County Records, Tarrant County, Texas, said tract being more particularly described as follows: BEGINNING at the southeast corner of said Gunnels tract, also the northeast comer of Charles G. Slocum tract as recorded in Volume 7165, Page 2322 said County Records; THENCE Westerly 2,635 feet, more or less, along the common line between said Gunnels tract and said Slocum tract to the east line of County Road 4060 (Roanoke Road); THENCE Northerly 160 feet, more or less, along the east line of said road to the southerly line of Melvin Farrell tract as recorded in Volume 3166, Page 400, said County Records; THENCE Easterly 236 feet along the common line between said Gunnels tract and said Farrell tract (Volume 3186, Page 400 and Volume 5602, Page 475); THENCE Northerly 185 feet, more or less, along the common line between said Gunnels tract and said Farrell tract to a point in the_ boundary line of HillwoodlWillow Bend, Ltd., Tract 2, as recorded in Volume 11961, Page 1639, said County Records; THENCE Easterly 2,394 feet, more or less, along the common line between said Gunnels tract and said Hillwood[Willow Bend Tract 2 to the northeast comer of said Gunnels tract; THENCE Southerly 346 feet, more or less, along the commons find between said Gunnels tract and said HillwoodNVillow Bend Tract 2 to the POINT OF BEGINNING and containing 20 acres of land, more or less. TRACT B BEING a strip of land situated in the J. Gibson Survey, Abstract No. 592, Tarrant County, Texas, and being a portion of that tract of land described as Tract 2 in the Deed to Hillwood/VVillow Bend, Ltd. and recorded in Volume 11961, Page 1639, County Records, C&B Job No. 971303010 J:IJ O Bi971303011S U RILEGALXTR7. LG May 2, '1997 Pagel of 3 Tarrant County, Texas, said strip of land being more particularly described by metes and bounds as follows: BEGINNING at the southeast corner of Charles G. Slocum tract as recorded in Volume 7165, Page 2322, said County Records, said point being a comer of said HillwoodlWillow Bend, Ltd. Tract 2; THENCE Northerly, 319 feet along the common line between said Hillwoodtffillow Bend, Ltd. tract and said Slocum tract and then continuing northerly 50 feet along the common line between said HiNvoociWiilow Bend, Ltd., Tract 2, and the Gunnels tract as recorded in Volume 7165, Page 2330, said County Records; THENCE Easterly, 50 feet perpendicular to the common line between said Hiltwood/ Willow Bend, Ltd. Tract 2 and said Slocum tract to a point 50 feet east from said common line; THENCE Southerly, 676 feet, more or less, along a line 50 feet east of and parallel to the - common line between said Slocum tract and said HillwoodlWillow Bend, Ltd., Tract 2, to a point 50 feet north of said HillwoodlWillow Bend, Ltd., Tract 2, boundary line; THENCE Westerly, 50 feet along a line 50 feet north of and parallel to said Hilhyood/ Willow Bend, Ltd. Tract 2 boundary line; THENCE Northerly, 307 feet, more or less, to the POINT OF BEGINNING and containing 1 acre of land, more or less. TRACT C MELVIN R. FARRELL BEING a tract of land situated in the William Huff Survey, Abstract No. 648, Tarrant County, Texas and being all of the tracts of land as described by deed to Melvin R. Farrel[ and recorded in Volume 3186, Page 400 and Volume 5602, Page 475, County Records, Tarrant County, Texas, said tract being more particularly described as follows: BEGINNING at the northwest comer of said Melvin R. Farrell tract (Volume 3186, Page 400), said point being a comer of HiliwoodlWillow Bend, Ltd. Tract 2 as recorded in Volume 11961, Page 1639, said County Records; THENCE Easterly 238 feet, more or less, along the common line between said Farrell tract and said HillwoodlWillow Bend, Ltd. Tract 2 to the northeast comer of said Farrell tract (Volume 5602, Page 475) in the west line of Robert Gunnels tract as recorded in Volume 7165, Page 2330, said County Records; THENCE Southerly 185 feet, more or less, along the common line between said Farrell tract and said Gunnels tract to the southeast comer of said Farrell tract; C&B Job No. 971303010 May 2,196 7 J.IJOB1971303011SURVLEGALITR7.LG Page 2 of 3' THENCE Westerly 238 feet, more or less, along the common line between said Farrell tract and said Gunnels tract to the southwest comer of said Farrell tract in the east line of County Road 4060 (Roanoke Road); THENCE Northerly 185 feet, more or less, along the east line of said road to the POINT OF BEGINNING and containing 1 acre of land, more or less. - TRACT D BEING a strip of land, 50 foot wide, situated in the William Huff Survey, Abstract No. 648, Tarrant County, Texas, and being a portion of that tract of land described as Tract 2 in the Deed to HiilwoodlWi[low Bend, Ltd. and recorded in Volume 1196.1, Page 1639, County Records, Tarrant County, Texas, said strip of [and being more particularly described by metes and bounds as follows: BEGINNING at the northeast. comer of the Robert Gunnels tract as recorded in Volume - 7165, Page 2330, said County Records, also being a comer of said Hi[lwoodNVillow Bend, Ltd: Tract 2; THENCE Westerly, 2494 feet along the common line between said Gunnels tract and said HillwoodlWillow Bend, Ltd. Tract 2 and along the common line between Melvin Farrell tract (Volume 3186, Page 400 and Volume 5602, Page 475) and said Hillwood/ Willow Bend, Ltd. Tract 2; THENCE Northerly, 50 feet, perpendicular to said common line to a point 50 feet north from said common line; THENCE Easterly, 2544 feet along a line 50 feet north and parallel to said common line to a point 50 feet east of the east line of Gunnels tract and also 50 feet east of said Common boundary line of HillwoodWillow Bend, Ltd. Tract 2 boundary line; THENCE Southerly, 346 feet, more or less, along a line 50 feet east of and parallel to the common line between said Gunnels tract and said HillwoodNVillow Bend, Ltd. Tract 2; THENCE Westerly; -50 feet to a point in the east line of said Gunnels tract and the boundary line of said'Hil[woodNVillow Bend, Ltd. Tract 2; THENCE Northerly, 295 feet along the common line between said Gunnels tract and said Hi[iwoocL illow Bend, Ltd. Tract 2 to the POINT OF BEGINNING and containing 3 acres of land,. more or less. X2--3 C&B Job No. 971303010 J:1JOB1971303011SU RILEGALITR7.LG May 2, 1997 Page 3 of 3 3W PROPERTY DESCRIPTION CHARLES AND LINDA SLOCUM This property is comprised of two tracts of land located on the east side of Roanoke Road, south of the intersection of State Highway 170 and Roanoke Road in Tarrant County, Texas. These tracts of land are generally shown on the attached Exhibit'A' and are further described below. TRACT A CHARLES G. SLOCUM BEING a tract of land situated in the William Huff Survey, Abstract No. 648, Tarrant County, Texas and being a portion of that tract of land as described by deed to Charles G. Slocum and recorded in Volume 7165, Page 2322, County Records, Tarrant. County, Texas, said tract being more particularly described as follows: BEGINNING at the southeast comer of said Slocum tract, being a comer in the boundary of Hillwood[Willow Bend, Ltd., Tract 2, as recorded in Volume 11961, Page 1639, said County Records; THENCE Westerly 2,635 feet, more or less, along the common line between said Slocum tract and said HillwoodWillow Bend, Ltd., Tract 2, to a point in the east line of County Road No. 4060 (Roanoke Road); THENCE Northerly 366 feet, more or less, along the east line of said road to a point in the south line of Robert Gunnels tract as recorded in Volume 7165, Page 2330, said County Records; THENCE Easterly 2,635 feet, more or less, along the common line between said Slocum tract and said Gunnels tract to the northeast comer of said Slocum tract; THENCE Southerly 319 feet, more or less, along the common line between said Slocum tract and said HiliwoodnViilow Bend, Ltd., Tract 2, to the POINT OF BEGINNING and containing 20 acres -of land, more or less. TRACTS CONNECTOR BEING a strip of land situated in the William Huff Survey, Abstract No. 648, Tan -ant County, Texas, and being a portion of that tract of land as described as Tract 2, in the Deed to HillwoodlWillow Bend, Ltd. and recorded in Volume 11961, Page 1639 (the `Hillwood Tract"), County Records, Tarrant County, Texas, said strip of land being more particularly described as follows: C&B ,lob No. 971303010 May l:t,lOB1971303011SUR1LEGALITR8.'LG e 1 of of 2 Page 2 BEGINNING at the southeast corner of Charles G. Slocum tract as recorded in Volume 7165, Page 2322 ('The Slocum Tract'), said County Records, said point being a corner of said Hillwood/Willow Bend, Ltd., Tract 2; THENCE Southerly, 380 feet, more or less, along the extension of the common boundary line of the easternmost boundary of The Slocum Tract and the Hillwood Tract to a point 50 feet north from said HillwoodAWillow Bend, Ltd., Tract 2, boundary line; THENCE Westerly, 50 feet along a line 50 feet north of and parallel to said HillwocdiWillow Bend, Ltd., Tract 2, boundary line; THENCE Norihedy, 308 feet, more or less, to a point in the southerly line of the common boundary of said Slocum Tract and the boundary line of said HillwoodlWillow Bend, Ltd., Tract 2; THENCE Easterly, 50 feet along the common line between said Slocum tract and said HillwoodiW flow Bend, Ltd., Tract 2, to the POINT OF BEGINNING and containing 0.4 acres of land, more or less. -�-�`S C&B .lob No. 971303010 J:1JO B1971303011S U Rl L EGALITR8. LG May 2, 1997 Page.2 of 2 JOINT RESOLUTION AND AGREEMENT NO. RELEASE AND ACCEPTANCE OF EXTRATERRITORIAL JURISDICTION STATE OF TEXAS § COUNTY OF DENTON § KNOW ALL MEN BY THESE PRESENTS: WHEREAS, the City of Roanoke, Texas, is a Type -A general law city lying and being situated in Denton County, State of Texas; and WHEREAS, the Town of Westlake, Texas, is a Type -A general law city lying and being situated in Denton and Tarrant Counties, State of Texas; and WHEREAS, the Town of Westlake has unconditionally and irrevocably disannexed the land more particularly described on Exhibit "A" and Exhibit `B" attached hereto and made a part hereof (the "Disannexed Land"); and WHEREAS, the City of Roanoke and the Town of Westlake desire to adjust their extraterritorial jurisdiction boundary lines to unconditionally and irrevocably relinquish and release the Disannexed Land from the extraterritorial jurisdiction of the Town of Westlake and to include the Disannexed Land within the exclusive extraterritorial jurisdiction of the City of Roanoke; and WHEREAS, the City of Roanoke and the Town of Westlake have the authority to pass and approve this Joint Resolution and Agreement pursuant to Section 42.023 of the Texas Local Government Code; and WHEREAS, notice of the proposed adoption of this Joint Resolution and Agreement has been duly posted in accordance with the Texas Open Meetings Act, Chapter 551 of the Texas Government Code. NOW, THEREFORE, BE IT RESOLVED AND MUTUALLY AGREED BY THE CITY COUNCIL OF THE CITY OF R.OANOKE AND THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE: Page 1 ROANOKE JOINT RESOLUTION 07510.0019:0254190.0 l R. SEC,TIQN That the City of Roanoke and the Town of Westlake do hereby covenant and agree to protect, preserve, and defend the hereinafter described realignment of their respective extraterritorial jurisdictions. SECTION 2. That the Town of Westlake does hereby unconditionally and irrevocably relinquish and release to the City of Roanoke any and all of the extraterritorial jurisdictional rights the Town of Westlake has or may have in and to the Disannexed Land. SECTION 3. That the City of Roanoke does hereby include and accept the Disannexed Land into the exclusive extraterritorial jurisdiction of the City of Roanoke and does hereby agree to assume the rights and obligations appurtenant to the Disannexed Land. SECTION 4. That this Joint Resolution and Agreement shall become unconditionally and irrevocably effective and binding upon the Town of Westlake upon the effective date hereinafter set forth, and that this Joint Resolution and Agreement may not be altered or amended by the Town of Westlake without the prior written consent of the City of Roanoke and each and all of the owners of the Disannexed Land. SECTION 5. That this Joint Resolution and Agreement shall become effective and binding upon the City of Roanoke when approved by the City Council of the City of Roanoke. This JOINT RESOLUTION AND AGREEMENT is unconditionally and irrevocably PASSED AND APPROVED by the Board of Aldermen of the Town of Westlake, Texas, this 2nd day of May, 1997, and is effective at .6 (o Q.M. on such date. Page 2 ROANOKE JOINT RESOLUTION 07510.0019:0254190.01 ATTEST: SIGNED: Ginger Crosswy, Secretary MAYOR Date: May 2, 1997 APPROVED AS TO FORINT LEGALITY: Bill Wood, Town Attorney Date: May 2, 1997 THE STATE OF TEXAS § COUNTIES OF TARRANT § AND DENTON § Carroll Huntress, MAYOR PRO -TEM This instrument was acknowledged before me on the 2nd day of May, 1997, by Mayor of the Town of Westlake. Notary Public in and for My Commission Expires: C)� ° C�9 THE STATE OF TEXAS § COUNTIES OF TARRANT § AND DENTON § the State of Texas KRESTA LANME HURST 'Notwy Puhio STATE OF TSM My comm. Ev. OWn This instrument was acknowledged before me on the 2nd day of May, 1997, by �" �`�1 Mayor Pro -Tem of th);2t oWestlake. Notary Public in and for My Commission Expires: LR b 1 1 the State of Texas mKWTNA LANETM HURST E pF EXAS m. r;W. 02A Om Page 3 ROANOKE JOINT RESOLUTION 07510M19:0254140.41 , —I v This JOINT RESOLUTION AND AGREEMENT is passed and approved by the City Council of the City of Roanoke, Texas, this day of , 1997. ATTEST: Secretary , Mayor APPROVED AS TO FORM AND LEGALITY: City Attorney Date: THE STATE OF TEXAS § COUNTY OF DENTON § This instrument was acknowledged before me on the day of , 1997 by , Mayor of the City of Roanoke. My Commission Expires: Page 4 Notary Public in and for the State of Texas ROANOKE JOINT RESOLUTION 07 510.0019:02 54190.01 EXHIBIT "A" Drawing of "Disannexed Land" Page 5 ROANOKE JOINT RESOLUTION 07510.0019:0254190.01 MUM -111: Description of "Disannexed Land" The following described land has been released from the extraterritorial jurisdiction of the Town of Westlake, Texas, and has been included and accepted into the extraterritorial jurisdiction of the City of Roanoke, Texas. Page 6 ROANOKE JOINT RESOLUTION 075 10.0019--0254190. 01 1 EXHIBIT `B' .) PROPERTY DESCRIPTION ETJ RELEASE NORTHWEST OF HIGHWAY 170 BEING a tract of land situated in the William Huff Survey, Abstrapt No. 648, Tarrant County, Texas and Abstract No. 519, Denton County, Texas, and in the Jesse Gibson Survey, Abstract No. 493, Denton County, Texas, and in. the M.E.P. & P. RR. Survey, Abstract No. 923, Denton County, Texas, and in the Richard Eads Survey, Abstract No. 393, Denton County, Texas, and being a portion of that tract of land described in a Deed to HillwoodWllow Bend, Ltd. as recorded in Cleric's Filing No. 95-80027449, County Records, Denton County, Texas, and that tract of land described in a Deed to Lakeway Land, Ltd., Hillwood/822, Ltd., and a portion of Lakewood Property Company, Ltd. as recorded in Volume 12625, Page 504, Real Property Records, Tarrant County, Texas, and in Clerk's Filing No. 96-R0091249, Real Property Records, Denton County, Texas, and being all of that tract of land described in a Deed to Tabernacle Baptist Church, as recorded in Volume 714, Page 459, of the Real Property Records of Denton County, Texas, said tract being more particularly described as follows: BEGINNING at the northwest comer of Tract 1 of said HiliwoodWillow Bend, Ltd. Tract; THENCE Easterly, 1324 feet along the boundary line of Tract 1; THENCE Southerly, 176 feet along said boundary line of Tract 1; THENCE Easterly, 648 feet, along said boundary line of Tract 1, to the boundary line of Tract 2 of said HillwoodNVillow Bend, Ltd, Tract; THENCE along the boundary line of said Tract 2, the following calls: Northerly, 1231 feet; Northeasterly, 76 feet; Easterly, 637 feet; Northerly, 623 feet; Westerly, 335 feet; Northerly, 561 feet; Easterly, 450 feet; Northerly, 44 feet; Easterly 1593 feet; Easterly, 76 feet; Northerly, 312 feet; Easterly, 155 feet; and Northerly 87 feet to the southwest corner of that 18.103 acre tract of land described by Deed to HCA/Columbia Hospital; C&B Job No. 971303010 May 2, 1997 1-► Io11 r7t-Al I-rM114 I f+ . - .. ' ft a— THENCE Easterly, 373 feet along the south line of said HCA. Tract to the northwesterly right-of-way line of State Highway 170; THENCE Southwesterly, 740 feet along the northwesterly right-of-way line of said Highway 170 to a point in Ottinger Road; THENCE Southerly, along Ottinger Road, 1154 feet to a corner of the Lee tract; THENCE Westerly, 285 feet passing the northwest corner of Lee tract, in all 870 feet to a point in the northwesterly right-of-way line of said State Highway No, 170; THENCE Southwesterly, 5430 feet along the northwesterly right-of-way line of said State Highway No. 170 and crossing the old right-of-way of U.S. Highway No. 377 to the easterly right-of-way line of existing Highway 377; THENCE Northerly, leaving the right-of-way line of said Highway 170 and along the west line of said Lakeway Land, Ltd. Tract and then along the west line of Tract 1 of said Hillwood/VVillow Bend Tract to the POINT OF BEGINNING and containing 175 acres of land, more or less. C&B Job No. 971303010 May 2, 1997 , ,s_- EXHIBIT -9 PROPERTY DESCRIPTION WESTERLY WESTLAKE ETJ RELEASE ALONG U.S. HIGHWAY NO. 377 TO THE CITY OF ROANOKE BEING a tract of land situated in the William Huff Survey, Abstract No. 519, Denton County, Texas, and being a portion of U.S. Highway No. 377 and a portion of T.P. RR. Company, said tract of land being more particularly described as follows: BEGINNING at the northwest corner of that Tract 1 of land as described by deed to HllwoodNVillow Bend, Ltd. and recorded in Volume 11961, Page 1639, County Records, Tarrant County, Texas and Clerk's Filing No. 95-R0027449, County Records, Denton County, Texas, said point being in the easterly right-of-way line of old U.S. Highway No.377; THENCE Southerly, 504 feet, more or less, along the westerly line of said Hillwood/ Willow Bend, Ltd. Tract 1 and the easterly right-of-way of said old U.S. Highway No.377 to the northwest comer of Tabernacle Baptist Church as recorded in Volume 714, Page 459, said County Records; THENCE Easterly, 352 feet, more or less, along the boundary line of said Church tract and the westerly line of said HillwoodhVillow Bend Ltd. tract; THENCE Southerly, 263 feet, more or less, continuing along said common boundary line in said Tract 1 to the north line of Tract 1 of the Lakeway Land, Ltd. et all deed as recorded in Volume 12625, Page 504, Tarrant County, Deed Records and Clerk's Filing No. 96-R0091249, Denton County, Deed Records; THENCE Westerly, 463 feet, more or less, along a westerly extension of the north line of said Tract 1, Lakeway Land, Ltd. et all tract and the south line of said Church tract to the easterly line of old U.S. Highway No.377; ,THENCE Southerly, 211 feet, more or less, along said easterly line of old U.S. Highway No. 377 and the westerly line of said Tract 1, Lakeway Land, Ltd. et all tract to a line being an easterly projection of the common corporate limit boundary of the City of Fort Worth and the City of Roanoke as adopted in Resolution 1551, approved in July 17, 1990; THENCE Westerly, 229 feet, more or less, to the westerly line of T.P.M. Company tract; THENCE Northerly, 995 feet, more or less, along said westerly line; THENCE Easterly, 223 feet, more or less, to the POINT OF BEGINNING and containing 7 acres of land more or less. v EXHIBIT 'B' —IA'9-c-T 3 PROPERTY DESCRIPTION HCA HOSPITAL CORPORATION This property is comprised of one tract of land totaling approximately 18 acres located on the west side of the intersection of State Highway 114 and State Highway 170 in Denton County, Texas, as generally shown on the attached Exhibit 'A' and as further described below. BEING a tract of land situated in the Richard Eads Survey, Abstract No. 393, and being a portion of Tract 2 of that tract of land described by deed to Hillwood/Willow Bend, Ltd., A Texas Limited Partnership in Volume 93-R0075228, County Records, Denton County, Texas, and being more particularly described by metes and bounds as follows: BEGINNING at the northwest corner of said tract, said point being in Dallas Drive; THENCE N 89053'16"E, 608.94 feet (previously recorded as N 89°52'37"E, 609.14 feet) to a 518 inch iron rod with yellow plastic cap stamped "Carter & Burgess" set in the west right-of-way line of State Highway 114, said point also being the beginning of a curve to the left; THENCE 762.45 feet along the arc of said curve to the left and along said right-of-way, through a central angle of 15008'36", and having a radius of 2,884.80 feet, the long chord bears S 44°08'38"E, 760.24 feet to a State Highway Department monument found; THENCE S 08035'29"W, 69.38 feet (previously recorded as S 08035'39"W, 69.39 feet) to a State Highway Department Monument found in the north right-of-way line of State Highway 170, said point being the beginning of a curve to the left; THENCE 466.45 feet along the are of said curve to the left, and along said right-of-way, through a central angle of 11°33'37", and having a radius of 2,311.83 feet, and a long chord bears S 63005'43"W, 465.66 feet to a State Highway Department Monument found, said point also the beginning of a curve to the left; THENCE 418.37 feet along the arc of said curve to the left and continuing along said right-of-way through a central angle of 06°14'34", having a radius of 3,839.72 feet and a long chord that bears S 54°11'37"W, 418.16 feet to a 518 inch iron rod with yellow cap stamped "Carter & Burgess" set; THENCE N 90000'00"W, 372.81 feet to a 518 inch iron rod with yellow cap stamped "Carter & Burgess" set in west line of Tract 2; THENCE N 00°00'28"E (previously recorded as N 00°15'46' Wj, 832.73 feet with the west line of Tract 2 to a 1f2 inch iron rod found; C&B Job No. 971303010 May 2, 1997 I THENCE S 86°18'21"E (previously recorded as S 86°27'17"E),-145.97 feet to a 112 inch iron rod found; THENCE N 03°14'15"E, 57.15 feet (previously recorded as N 03°52'08"E, 57.06 feet) to a 518 inch iron rod with yellow cap stamped "Carter & Burgess" set; THENCE N 83°34'34"E, 168.59 feet (previously recorded as N 83015'05"E, 168.19 feet) to 518 inch iron rod found; THENCE N 00°06'42"W (previously recorded as N 00°06'55' Wj, .144.37 feet to a 112 inch iron rod with red cap stamped "RPLS #2912" found; THENCE S 89°53'18'VV, 317.25 feet (previously recorded as S 89038'31"W, 317.37 feet) to a 112 inch iron rod with red cap stamped "RPLS #2912" found; THENCE N 00018'40"E, 25.32 feet (previously recorded at N 00°20'29"W, 25.00 feet) to a found railroad spike and the POINT OF BEGINNING and containing 804,223 square feet or 18.462 acres of land, less 15,658 square feet in Dallas Drive leaving a net of 788,564 square feet or 18.103 acres of land, more or less. r%9 -R i„►, nt„ Q71,Anmin Mav 2. 1997 - -. j— • � y E�MI "B" Property Description of Land Discontinued and Disannexed from the Towel of Westlake, Texas DISANNEXATIQN ORDINANCE Page S n7tin nnca-mazant n .. . EXHIBIT B' PROPERTY DESCRIPTION CHARLES AND LINDA SLOCUM This property is comprised of two tracts of land located on the east side of Roanoke Road, south of the intersection of State Highway 170 and Roanoke Road in Tarrant County, Texas. These tracts of land are generally shown on the attached Exhibit 'A' and are further described below. TRACT .A t CHARLES G. SLOCUM BEING a tract of land situated in the William Huff Survey, Abstract No. 648, Tarrant County, Texas and being a portion of that tract of land as described by deed to Charles G. Slocum and recorded in Volume 7165, Page 2322, County Records, Tarrant County, Texas, said tract being more particularly described as follows: BEGINNING at- the southeast comer of said Slocum tract, being a comer in the boundary of Hillwood/Willow Bend, Ltd., Tract 2, as recorded in Volume 11961, Page 1639, said County Records; THENCE Westerly 2,635 feet, more or less, along the common line between said Slocum tract and said Hiilwood/Wllow Bend, Ltd., Tract 2, to a point in the east line of County Road No. 4060 (Roanoke Road); THENCE Northerly 366 feet, more or less, along the east line of said road to a point in the south line of Robert Gunnels tract as recorded in Volume 7165, Page 2330, said County Records; THENCE Easterly 2,635 feet, more or less, along the common line between said Slocum tract and said Gunnels tract to the northeast corner of said Slocum tract;— THENCE Southerly 319 feet, more or less, along. the common line between said Slocum - tract and said Hitlwood/Wllow Bend, Ltd., Tract 2, to the POINT OF BEGINNING and containing 20 acres -of land, more or less. TRACT B CONNECTOR BEING a strip of land situated in the William Huff Survey, Abstract No. 648, Tarrant County, Texas, and being a portion of that tract of land as described as Tract 2, in the Deed to HiilwoodN iillow Bend, Ltd. and recorded in Volume 1196'1, Page 1639 (the "Hilfwood Tract"), County Records, Tarrant County, Texas, said strip of land being more particularly described as follows: C&B ,lob No. 971303010 May 2, 1997 �.� ��1"15h^r1 n.. .. ... �. �• 1^.. rte.-. .rnn . �'+ .. r � + BEGINNING at the southeast corner of Charles G. Slocum tract as recorded in Volume 7165, Page 2322 ("The Slocum Tract°), said County Records, said point being a corner of said Hillwood/Millow Bend, Ltd., Tract 2; THENCE Southerly, 380 feet, more or less, along the extension of the common boundary line of the easternmost boundary of The Slocum Tract'and the Hillwood Tract to a point 50 feet north from said Hillwood/Willow Bend, Ltd., Tract 2, boundary line; THENCE Westerly, 50 feet along a line 50 feet north of and parallel to said HilIwoodNVillow Bend, Ltd., Tract 2, boundary line; ` THENCE Northerly, 308 feet, more or less, to a point in the southerly line of the common boundary of said Slocum Tract and the boundary tine of said HillwoodNviliow Bend, Ltd., Tract 2; THENCE Easterly, 50 feet along the common line between said Slocum tract and said Hillwood/VVillow Bend, Ltd., Tract 2, to the POINT OF BEGINNING and containing 0.4 acres of land, more or less. C&B Job No. 971303010 May 2, 1997 -va!!I Drawing of "Disannexed Land" 4 DISAN ,RATION ORDINAN HOOVER Page 7. EXHIBIT `-A" �D.Oq�ERQa -- 0 w z C) �k Property Description of Land Discontinued and Disannexed from the Town of Westlake, Texas. pISANNEXATION ORDINANCE HOOVER Page 8 075 IO.00I9:0253860.0I EXHIBIT "B" Property Description of Land Discontinued and Disannexed from the Town of Westlake, Texas. pISANNEXATION ORDINANCE HOOVER Page 8 075 IO.00I9:0253860.0I EXHIBIT B' PROPERTY DESCRIPTION WAYNE T. HOOVER This property is comprised of one tract of land totaling approximately 18 acres located on the east side of J.T. Ottinger Road, south and east c# the intersection of J.T. Ottinger Road and State Highway 170, and north of the intersection of J.T. Ottinger Road and Dove Road in Tarrant County, Texas. This tract of land is generally shown on the attached Exhibit `A' and further described below. BEING a tract of land situated in the J. Gibson Survey, Abstract No. 592, Tarrant County, Texas and being that tract of land as described by deed to Wayne T. Hoover and recorded in Volume 5492, Page 93, County Records, Tarrant County, Texas, save and except any portion of said tract situated within 50 feet of the westerly right-of-way line of J.T. Ottinger Road. C&B Job No. 971303010 May 2, 1997 1A 117\1 F=r -'Al i-rn in i r- - - F,2MBIT "A" Drawing of "Disannexed Land" DISANNEXATION ORDINANCE 4 GUnMpS AND FARREL Page 7 07510-00 19:0253860.01 ITY NTY Em `AGE AC FM D MMM, : - property DescriPtion of Land Texas Discontinu ed and Dismnexed from the Town of We Page F EXHIBIT `B' PROPERTY DESCRIPTION ROBERT AND LINDA GUNNELS. AND MELVIN AND LINDA FERRELL This property is comprised of four contiguous tracts of land located on the east side of Roanoke Road south of the intersection of Roanoke Rotid and State Highway 170, and north of the intersection of Roanoke Road and Oak Trail in Tarrant County, Texas. These tracts of land are generally shown on the attached Exhibit IN and- are further described below. TRACT A ROBERT GUNNELS BEING a tract of land situated in the William Huff Survey, Abstract No. 648, Tarrant County, Texas and being a portion of that tract of land as described by deed to Robert Gunnels and recorded in Volume 7165, Page 233:0, County Records, Tarrant County, Texas, said tract being more particularly described as follows: BEGINNING at the southeast corner of said Gunnels tract, also the northeast corner of Charles G. Slocum tract as recorded in Volume 7165, Page 2322 said County Records; THENCE Westerly 2,635 feet, more or less, along the common line between said Gunnels tract and said Slocum tract to the east line of County Road.4060 (Roanoke Road); THENCE Northerly 160 feet, more or less, along the east line of said road to the southerly line of Melvin Farrell tract as recorded in Volume 3186, Page 400, said County Records; THENCE Easterly 236 feet along the common line between said Gunnels tract and said Farrell tract (Volume 3186, Page 400 and Volume 5602, Page 475); THENCE Northerly 185 feet, more or less, along the common line between said Gunnels tract and said Farrell tract to a point in the boundary line of HillwoodlWiliow Bend, Ltd., Tract 2, as recorded in Volume 11961, Page 1639, said County Records; THENCE Easterly 2,394 feet, more or less, along the common line between said Gunnels tract and said HillwoodNVillow Bend Tract 2 to the northeast comer of said Gunnels tract; THENCE Southerly 346 feet, more or less, along the common line between said Gunnels tract and said Hillwood/VVillow Bend Tract 2 to the POINT OF BEGINNING and containing 20 acres of land, more or less. C&B .lob No. 971303010 'Mnv 9 I QQ7 TRACT B BEING a strip of land situated in the J. Gibson Survey, Abstract No. 592, Tarrant County, Texas, and being a portion of that tract of land described as Tract 2 in the Deed to H[Ilwood/Wi[[ow Bend, Ltd. and recorded in Volume 11961, Page 16$9, County Records, Tarrant County, Texas, said strip of land being more particularly described by metes and bounds as follows: BEGINNING at the southeast corner of Charles G. Slocum tract as recorded in Volume 7165, Page 2322, said County Records, said point being a corner of said Hillwood/i[low Bend, Ltd. Tract 2; THENCE Northerly, 319 feet along the common line between said Hillwood/Willow Bend, Ltd. tract and said Slocum tract and then continuing northerly 50 feet along the common line between said Hillwood<Willow Bend, Ltd., Tract 2, and the Gunnels tract as recorded in Volume 7165, Page 2330, said County Records; THENCE Easterly, 50 feet perpendicular to the common line between said Hil[woodl Willow Bend, Ltd. Tract 2 and said Slocum tract to a point 50 feet east from said common line; THENCE Southerly, 676 feet, more or less, along a line 50 feet east of and parallel to the common line between said Slocum tract and said HillwoodNvl[low Bend, Ltd., Tract 2, to a point 50 feet north of said Hi[[woodAVillow Bend, Ltd., Tract 2, boundary line; THENCE Westerly, 50 feet along a line 50 feet north of and parallel to said Hi[lwood/ Willow Bend, Ltd. Tract 2 boundary line; THENCE Northerly, 307 feet, more or less, to the POINT OF BEGINNING and containing 1 acre of land, more or less. TRACT C MELVIN R. FARRELL BEING a tract of land situated in the William Huff Survey, Abstract No. 648, Tarrant County, Texas and being all of the tracts of land as described by deed to Melvin R. Farrell and recorded in Volume 3186, Page 400 and Volume 5602, Page 475, County Records, Tarrant County, Texas, said tract being more particularly described as follows: BEGINNING at the northwest corner of said Melvin R. Farrell tract (Volume 3186, Page 400), said point being a corner of -HillwoodNVillow Bend, Ltd. Tract 2 as recorded in Volume 11961, Page 1639, said County Records; C&B Job No. 971303010 * A „ „ A l -- L.star CtqPPSW'TE%oo2E TRAGT's A COUNTY ROAD 41 )ROAD DOVE -ROS w zQ J Z Asp c . _ .�IIII: y Property Description of Land Discontinued and Disannexed from the Town of Westlake, Texas E� IIISANNFXAjj0j2ORDINANCE: CARI!EW `I1R - MOOD �. Page 8 075 to -0019:0253860.01 EXHIBIT 'B' PROPERTY DESCRIPTION JERRY AND JUDY MOORE AND OWEN CARPENTER This property is comprised of two tracts of land (Tracts A and B) located on the north side of Dove Road at the northeast corner of and to the east of the intersection of Dove Road and J. T. Ottinger Road, and west of the intersection of Dove Road and Pearson Lane in Tarrant County, Texas, commonly !mown respectively as 2399 J.T. Ottinger Road and 3030 Dove Road, Roanoke, Texas 76262, plus the property described as Tract C. Tracts A and B are generally shown on the attached Exhibit 'A' and Tracts A, B and C are further described below. ` TRACT A JERRY N. MOORE BEING a tract of [and situated in the J. Gibson Survey, Abstract No. 592, Tarrant County, Texas and being that tract of land as described by deed to Jerry N. Moore and recorded in Volume 5846, Page 696, County Records, Tarrant County, Texas, save and except any portion of said tract situated within 50 feet of the northerly right-of-way line of Dove Road. TRACT B OWEN CARPENTER BEING a tract of land situated in the"Jesse Gibson Survey, Abstract ,No. 592, Tarrant County, Texas, and being that tract of land described in a Deed to Owen Carpenter as recorded in Volume 540, Page 621, County Records, Tarrant County, Texas, the portion of which Owen Carpenter. is the record title holder (according to the Real Property Records of Tarrant County, Texas) as of 4:00 p.m. on May 1, 1997, save and except that portion of said tract situated within 50 feet of the right -of --way of Dove Road and J.T. Ottinger Road. TRACT C I. Any [and situated between Tract A and Tract B; 2. Any land situated between Tract A or Tract B and the property described in a deed to Ray N. Proffit recorded in Volume 5499, Page 335, Real Property Records of Tarrant.County, Texas; 3. Any land situated between Tract B and the property described in a deed to Wayne T. Hoover recorded in Volume 5492, Page 93, Real Property Records of Tarrant County, Texas (the "Hoover Tract"); 4. Any land situated between Tract B and the Hoover Tract. - C&B Job No. 9713030/0 �° �, May 2, 1997 J:1JOB1971303011SUR1LEGAL1TR11.LG Page 1 of 1 1 I 1 I " e � . E CAkPENTF-L;/MooRF= -PP-AC-r,5 I t COUNTY'- ROAD 4t DOVE •ROA a AL ROAD h Z O Z f F- ir i i i fiiiiK ; �-� rev Vv1� F- ASPE ®l1 -.4T#-1:-.4TI-ra M Property Description of band Discontinued and Disannexed from the Town of Westlake, Texas D ANNEXAT3ON ORDINANCE `y C , _E•NTER-1406RE t - Page 8 07510.0019:0253860.01 EXHIBIT `B' PROPERTY DESCRIPTION JERRY AND JUDY MOORE AND OWEN CARPENTER This property is comprised of two tracts of land (Tracts A and B) located on the north side of Dove Road at the northeast comer of and to the east of the intersection of Dove Road and J. T. Ottinger Road, and west of the intersection of -Dove Road and Pearson Lane in Tarrant County, Texas, commonly known respectively as 2399 J.T. Ottinger Road. and 3930 Dove Road, Roanoke, Texas 76262, plus the property described as Tract C. Tracts A and B are generally shown on the attached Exhibit `A' and Tracts A, B and C are further described below. TRACT A JERRY N. MOORE BEING a tract of land situated in the J. Gibson Survey, Abstract No. 592, Tarrant County, Texas and being that tract of land as described by deed to Jerry N. Moore and recorded in Volume 5845, Page 696, County Records, Tarrant County, Texas, save and except any portion of said tract situated within 50 feet of the northerly right-of-way line of Dove Road. TRACT B OWEN CARPENTER BE[NG a tract of land situated in the Jesse Gibson Survey, Abstract .No. 592, Tarrant County, Texas, and being that tract of land described in a Deed to Owen Carpenter as recorded in Volume 540, Page 621, County Records, Tarrant County, Texas, the portion of which Owen Carpenter. is the record tide holder (according to the Real Property Records.of Tarrant County, Texas) as of 4:00 p.m. on May 1, 1997, save and except that portion of said tract situated within 50 feet of the right-of-way of Dove Road and J.T. Ottinger Road. TRACT C . Any land situated between Tract A and Tract B; 2. Any land situated between Tract A or Tract B and the property described in a deed to Ray N. Proftit recorded in Volume 5499, Page 335, Real Property Records of Tarrant.County, Texas; 3. Any land situated between Tract B and the property described in a deed to Wayne T. Hoover recorded in Volume 5492, Page 93, Real Property Records of Tarrant County, Texas (the "Hoover Tract");. 4. Any land situated between Tract B and the Hoover Tract. C&B Job No. 971303010 May 2, 1997 J:1JOB1971303011SUR1LEGAL1TR11.LG Pacie 1 of 1 1-011 1 NXIOR Property Description of Land Discontinued and Disaanexed from the Town of Westlake, Texas - I?[3DLEY Page 8 07510.0014:0253 886,01 EXHIBIT `B' PROPERTY DESCRIPTION HOWARD AND SHERRY DUDLEY This property is comprised of two tracts of land and a portion of Dove Road located on the north and east sides of Dove Road west of the intersection of Dove Road and State Highway 114, west of the intersection of Dove Road and Sam School Road (County Road 3088), and east of the intersection of Dove Road and Precinct Line Road in Tarrant County, Texas, commonly known as 1650 Dove Road, Roanoke, Texas, Zip Code 76262. These tracts of land are generally shown on the attached Exhibit `A" further described below. TRACT A BEING a tract of land situated in the C.M. Throop Survey, Abstract No. 1510, Tarrant County, Texas, and being all of that 21.22 acre tract and that 83.47 acre tract of land described in a Deed to Howard Dudley as recorded in Volume 4888, Page 622, County Records, Tarrant.County, Texas and being more particularly described as follows: BEGINNING at the northeasterly comer of said 21.22 acre tract; THENCE Southerly, past the southeast comer of said 21.22 acre tract and the northeast comer of said 83.47 acre tract and the northwest comer of that tract of land described in a Deed to Dale White as recorded in Volume 3935, Page 631 of said County Records, then along the line common to said Dudley and White tracts 2390 feet more or less to the northerly line of Dove Road (an approximately 50 foot wide public right-of-way); THENCE Westerly, northwesterly and northerly along said right-of-way line approximately 3985 feet to the northwest comer of said 21.22 acre Dudley tract; THENCE Easterly, 2000 feet to the POINT OF BEGINNING and containing 104 acres of land, more or less. TRACT" B BEING a 50 foot wide strip of land situated in the C.M. Throop Survey, Abstract No -..I 51'0, Tarrant County, Texas, and being a portion of that tract of land as described by deed to I.B.M Corporation and recorded in Volume 7376, Page 1765; County Records, Tarrant County, Texas, said strip of land being more particularly described as follows: COMMENCING at the southeast comer of said I.B.M tract, said point being in the northerly line of the Howard Dudley tract as recorded in Volume 4888, Page 622, said County Records; THENCE Westerly, 151 feet -along the common line between said I.B.M. tract and said Dudley tract to the POINT OF BEGINNING; THENCE Westerly, 45 feet continuing along said southerly line; May 2, 1997 J..tK* 9713030INSLATH 5GALM I4 -Lc Page 1 of 2 THENCE Westerly, 1347 feet continuing along said southerly line and the northerty line of DoVe Road to the beginning of a curve to the right; THENCE Northwesterly, 241 feet along said curve and along the boundary line of said I.B.M. tract' and the northerly and the easterly line of said Dove Road; THENCE Northerly, 50 feet continuing along the boundary of'sald I.B.M. tract and the east line of said Dove Road; THENCE Easterly, 50 feet to a line 50 feet east from the boundary line of I.B.M. tract and the east line of said Hove Road; THENCE Southerly, 50 feet along said line 50 feet east from the boundary line of I.B.M. tract and the east line of said Dove tract to the beginning of a curve to the left; THENCE Southeasterly, 162 feet along said curve and continuing along said line 50 feet east of the east and north line of said IAM. tract and also the north line of said Dove Road; THENCE Easterly, 1397 feet along a line 50 feet north from the boundary line of said I.B.M. tract and also the north line of said Dove Road; THENCE Southerly, 95 feet to the POINT OF BEGINNING and containing 2 acres of land, more or less. TRACT C BEING a portion of Dove Road which is a 50 foot wide public right-of-way situaied in the G.M. Throop Survey, Abstract No. 1510, Tarrant County, Texas, and being more particularly described as follows: BEGINNING at the point where the easterly line of that tract of land described in a Deed to Howard Dudley as recorded in Volume 4888, Page 622, intersects the northerly line of said Dove Road; THENCE Southerly, 50 feet, an extension of the easterly line of said Dudley tract to the southerly line of said Dove Road; THENCE Westerly, northwesterly, and northerly, 3850 feet along the right-of-way line of said Dove Road to the beginning of a curve to the left, said point being 150 feet, more or less, southerly of the north line of said Dudley+ tract; THENCE Easterly, across said Dove Road, 50 feet to the easterly line of said road and in the boundary line of said Dudley.tract; THENCE Southerly, southeasterly, and easterly, 3825 feet along the line common to said Dudley tract and the right -0f --way line of said Dove Road to the POINT OF BEGINNING and containing 4.5 acres of land, more or less. May 2, 1997 JNJO W1303oltsURVZ13ALXTR14-LG Page 2 of 2 _ .__.11: Property Description of Land Discontinued and Disannexed from the Town of Westlake, Texas DISAMXAMMAMMAN - ALDERMEN MEN �. Page 8 �. ` . 07510,0019:02253886,01 EXHIBIT 'B' PROPERTY DESCRIPTION ALVIN AND CAROL. OIEN This property is comprised of one tract of land (Tract A) and a portion of Dove Road (Tract B) located on the north side of the southern boundary of Dove Road west of the intersection of Dove Road and State Highway 114, west of the intersection of Dove Road and Sam School Road (County Road 3088), and east of the intersection of Dove Road and Precinct Line Road in Tarrant County, Texas, commonly known as 1440 Dove Road, Roanoke, Texas, Zip Code 76262. These tracts of land are generally shown on the attached Exhibit `A' and are further described below. TRACT A ALVIN OIEN, JR. BEING a tract of land situated in the C.M. Throop Survey, Abstract No. 1510, Tarrant County, Texas and being a portion of that tract of land as described in a deed to Alvin F. Oien, Jr. as recorded in Volume 4181, Page 644, County Records, Tarrant County, Texas and being more particularly described by metes and bounds as follows: BEGINNING at the northwest comer of said Olen tract, being the northeast comer of the tract of land described in a Deed' to Dale White, as recorded in Volume 3935, Page 631, said County Records; THENCE Easterly, along the north line of said Olen tract, 825 feet, more or less, to a point 50 feet westerly of -the northeastern comer of said Olen tract; THENCE Southeasterly, along a line which is 50 feet from and paralle[ to the northeasterly line of said Dien tract, 520 feet, more or fess, to the easterly fine of said Oien tract; THENCE Southwesterly, along the easterly line of said Oien tract 1083 feet, mare or less; THENCE S 280 25'33' W to -the north line of Dove Road (a 50 foot wide public right-of- way), said point being 150 feet- northwesterly from the southeastern comer of the Olen Tract; THENCE Northwesterly and Westerly, along the north line of said road 635 feet, more or - less, to the west line of said Oien tract; THENCE Northerly along the line common to said Olen and White tracts, 1928 feet, more or less, to the POINT OF BEGINNING and containing 36 acres of land, more or less. C&B Job No. 971303010 J:IJO B1971303011SU RILEGALXtkl6.LG May 2, 1997 Page 1 of 2 TRACT B BEING a portion of Dove Road which is a 50 foot wide public right-of-way situated in the C.M. Throop Survey, Abstract No. 1510, Tarrant County, Texas, and being more particularly described as follows: BEGINNING at the point where the westerly line of that tract of land described in a Deed to Alvin F. Olen, as recorded in Volume 4181, Page 644, said County Records, Tarrant County, Texas intersects the north line of said Dove Road; THENCE Easterly, said southeasterly 400 feet, more or less, along the north line of said Dove Road; THENCE Southwesterly on a perpendicular line to the north line of said Dove Road to a point on the south line of said Dove Road; THENCE Northwesterly and westerly 420 feet, more or less, along the.south line of said Dove Road to a point where the extension of the westerly line of said Oien tract intersects the south line of Dove Road; THENCE Northerly, on an extension of the westerly line of said Olen tract to the POINT OF BEGINNING and containing 0.5 acres of land, more or less. � L C&B Job No. 971303010 } J:1J O B1971303011S U RILEGAL1TR16. LG May 2, 1997 6.--- n _r- JE X:H 161 T '" A'" LEASE TRACT EXHIBIT "B" Property Description of Land Discontinued and Disannexed from the Tawe -of Westlake, Texas DISANN XAT[ON ORDINANCE - ALDERMIN BSK Page $ 07510.0019:0253886.01 Exhibit B Lease Tract That portion of Tract 2 described in the Deed from Westlake investments, Ltd., to HiltwoodA iliow Bend, Ltd., recorded in Volume 11961, Page 1639, Real Property Records of Tarrant County, Texas and at County Clerks filing No. 95-80027449, Real Property Records of Deaton County, Texas (the nyillow Bend Deed' ), that Is situated west of the said Carpenter Addition, recorded in Volume 388-117, page 32, Map Records of Tarrant County, Texas and . that is not included in the tract described on the attached Exhibit B. SAVE AND EXCEPT a 50 - foot wide strip of land whose. centerline is a line the beginning point of which Iles northerty of the southwestern comer of the said Carpenter Addition along the west line of said Carpenter Addition 25 feet. and extends in a westerly direction S 890 31' 39" W 1380 feet. Tract 2 That portion of Tract 4 described in the Deed from JNC Enterprises, Ltd., to Lakeway Land, Ltd., Hiltwood1822, Ltd., and Lakeway Property Company, Ltd., recorded in Volume 12625, Page 504, Real Property Records of Tarrant County, Texas and at County Clerics filing No. 96- R0091249, Real Property Records of Denton County, Texas (the "JNC Deed'?; that is not included in the tract described on the attached Exhibit B. 9714M.LD9 Page 6 Property Description of Land Discontinued and Disamexed from the Town of Westlake, Texas DMANNEXATiON ORDINAN V4'3IITE Page 8 07510.0019:0253960.01 EXHIBIT U PROPERTY DESCRIPTION DALE AND WANDA WHITE This property is comprised of one tract of land (Tract A) and a portion of Dove Road (Tract B), said tracts being contiguous, located on the,north side of Dove Road west of the intersection of Dove. Road and State Highway 114, west of the intersection of Dove Road and Sam School Road (County Road 3088), and east of the intersection of Dove Road and Randol Mill Road in Tarrant County, Texas. These tracts of land are generally shown on the attached Exhibit `A' and are further described below. TRACT A . DALE WHITE BEING a tract of land situated in the C.M. Throop Survey, Abstract No, 1510,. and being a portion of that tract of land described in a Deed to Dale White as recorded in Volume 3935, Page 631, County Records, Tarrant County, Texas and being more particularly described as follows: BEGINNING at the northwest corner of said White tract, being the northeast corner of that 83.47 acre tract as described in a Deed to Howard Dudley as recorded in Volume 4888, Page 622, said County Records; THENCE Easterly, 578 feet, more or less, along the north line of said White tract to the northeast comer of said tract, being the northwest corner of that tract of land described in a Deed to Alvin F. Oien, Jr. as recorded in Volume 4181, Page 644 of said County Records; THENCE Southerly, along the line common to said White and Oien tracts, 1928 .feet, more or less, to the northerly line of Dove Road (a 50 foot wide public right-of-way); THENCE Westerly, along said northerly line, 320 feet, more or less, to the west line of said White tract and the east line of that tract of,land described in' a deed to Howard Dudley, as recorded in Vo[ume'4888, Page 622, said County Records; THENCE Northerly, -along the line common to said White and said Dudley tracts, 1909 feet, more or less, to the POINT OF BEGINNING and containing 20 acres of land, more or less. TRACT B BEING a portion of Dove Road which is a 50 foot wide public right-of-way situated in the C.M. Throop Survey, Abstract No. 1510, Tarrant County, Texas, and being more particularly described as follows: C&B Job No. 971303010 ` May 2, 1997 J:1JOB1971303011SURiLEGAL1TR15.LG Page 1 of 2 r BEGINNING at the point where the easterly line of that tract of land described in a Deed to Dale White, as recorded in Volume 3935, rage 631, County Records, Tarrant County, Texas, intersects the northerly line of said Dove Road (a 50 foot wide public right-of- way); THENCE Southerly, 50 feet, more or less, an extension of the east line of said White tract to the south line of said Dove Road; THENCE Westerly, 324 feet, more or less, along the south line of said Dove Road; THENCE Northerly, 50 feet, more or less, on an extension of the west line of said White tract to the north line of said Dove Road; THENCE Easterly, 320 feet, more or less, along the north line of Dove Road to the POINT OF BEGINNING and containing 0.4 acres of land, more or less. C&B Job No. 971303010 a L N, J;1JOB1971303011SUR1LEGALITRI5.LG May 2, 1997 Page 2of2 EXHIBIT I'C'S LEGAL DESCRIPTION OF DISANNEXED LAND SUBJECT OF FORT WORTH SUIT The disannexed land which is the subject of the Fort Worth suit is that land which was purportedly disannexed from Westlake by Westlake Ordi- nance Nos. 272 (save and except that land which was purportedly released to the extraterritorial jurisdiction of Roanoke pursuant to Westlake Joint Resolution No. 97-7), 274, 275, 276, 278, 279, 280, 281 and 282 and the land over which Westlake purportedly released its extraterritorial jurisdiction in Westlake Resolution Nos. 97-5, 97-6, 97-10, 97-11, 97-12, 97-13, 97-14, 97-15, 97-18, 97-19, 97-20, 97-21, 97-22, 97-231 97-24, 97-25, 97-26 and 97-27. The specific legal descriptions for this land is attached to the above - referenced ordinances and resolutions and incorporated by reference.: K, r� W,A -0 I Property Description of Land Discontinued and Disannexed from the Town of Westlake, Texas Page 9 07510.0©19:0253864.01 EXHIBIT B BEING a tract of land in Denton County and Tarrant County, Texas and being situated in the M.E.P.&P. Railroad Company Surrey, Abstract No. 923, and in the Jesse Gibson Survey, Abstract No. 493, and in the William Huff Survey, Abstract No. 519, and the Jesse Sutton Survey, Abstract No. 1154, and In the Richard Eads Survey, Abstract No. 393 and In the Charles Medlin Survey, Abstract No. 823, all In Denton County, -and in the William HuffSurvey, Abstract No. 648, and in the Richard Eads Survey, Abstract No. 492, and in the Charles Medlin Survey, Abstract No. 1084, and In the J. Bacon Survey, Abstract No. 2026, and in the Jesse Gibson Survey, Abstract No. 592, and in the G.B. Hendricks Survey, Abstract No. 680, and in the Memucan Survey, Abstract No. 756, and in the Leroy Boggess Survey, Abstract No. 196, - and in the Josiah Walker Survey, Abstract No. 1604, and in the A. Barnes Survey, Abstract No. - 142, all in Tarrant County, Texas, and including a portion of the tracts of land described in the following deeds: (a) Deed from JNC Enterprises, Ltd., to Lakeway Land, Ltd., Hiilwoodl822, Ltd., and Lakeway Property Company, Ltd., recorded in Volume 12625, Page 504, Real Property Records of Tarrant County, Texas and at County Clerks filing No. 96- _ R0091249, Real Property Records of Denton County, Texas (the `JNC DeedD; (b) Deed from Westlake Investments, Ltd., to Hillwood/Willow Bend, Ltd., recorded in - Volume 11961, Page 1639, Real Property Records of Tarrant County, Texas and at County Clerics filing No. 95-R0027449, Real Property Records of Denton County, Texas (the Willow Bend Deed'), and (C) Deed from Scott Bradley and Kelly Pace Bradley to Hillwood/1088, Ltd., recorded in Volume 12260, Page 11948, Real Property Records of Tarrant County, Texas (the '1088 Deed); and being a portion of State Highway No. 377, State Highway No. 170 and State Highway No. 114, and a portion of Precinct Line Road, a portion of Dove Road, a portion of 4ttinger Road, a portion of Knox Road and a portion of Roanoke Road said tract being more particularly described as follows: BEGINNING at the northwest comer of Tabernacle Baptist Church tract described in the deed a recorded in Volume 714, Page 459, Real Property Records of menton County, Texas (the `Church Trac'), said point being in the old easterly right-of-way line of State Highway No. 377, said point of beginning being also the Point of Beginning of the description of Tract 1 in the Willow Bend Deed; THENCE In a clockwise direction along the boundary me of Tract 1 in the Willow Bend•Deed until such boundary line intersects the centerline of Roanoke Road, as set forth in the 4th call following the Point of Beginning.of the description of Tract 1 in the Willow Bend Deed; THENCE departing from the boundary line of said Tract 'I and continuing on the same bearing of said 4th Call to a point in the boundary line of Traci 2 in the Willow Bend Deed, such boundary line being the line described in the 1st call following the Point of Beginning of the description of Tract 2 in the Willow Bend Deed; 9714 o+.c)rr Page t THENCE beginning in a northerty direction and continuing clockMse from such intersection point along the boundary line of said Tract 2 in the Willow Bend Deed to a point that is the southwest comer of the tract described in the attached Exhibit B-1-(�-actg`}; THENCE departing the boundary line of said Tract 2 and along the southerly boundary line of Tract A to the intersection of said southerly boundary line with the northwesterly right-of-way line of State Highway No 170; - THENCE on a radial bearing to the curve which is the nodhwesterty right-of-way line of State Highway No. 170 to a ,point that intersects with the westerly boundary of the tract identified as `First Tract' as a "Save and Except" tract out of said Tract 2 in the Willow Bend Deed; _ THENCE in a southerly direction along the westerly boundary line of the Lee Tract to the southwest comer of the Lee Tract and continuing along the southerly boundary of the Lee Tract to a point in the westerly right-of-way line of Ottinger Road for a comer, THENCE beginning in a northerly direction and continuing along the westerly, southerly and southwesterty rights-of-way line of Ottinger Road to a point that is 50 feet east of the easterly .. boundary line of Tract A; THENCE in a northerly direction 50 feet from, outside of and parallel with the easterly boundary of Tract A to a point that is in the centerline of State Highway No. 170; THENCE northeasterly along the centerline of State Highway No. 170 until such centerline intersects with the centerline of State Highway No. 114; THENCE southeasterly along the centerline of State Highway No. 114 to a point that is due north of the intersection of the southerly right-of-way line of State Highway No. 114 and the easterty right-of-way Una of Precinct tine Road; THENCE south to the intersection of the southerly right-of-way line of State Highway No. 114 and the easterly right-of-way line of Precinct Line Road; THENCE southerly, along the easterly line of Precinct Line Road to a point that intersects an easterly extension of the most northerly boundary line of the tract described in Volume -6395, page 67, Real Property Records of Tarrant County, Texas (the `Bradley Tran; THENCE westerly to the northeast comer of the Bradley Tract; THENCE beginning in a westerly direction and continuing along the common boundary line of said Tract 2 in the Willow Bend Deed and the Bradley Tract to a point that is the northwest comer of the 1088 Tract; THENCE easterly along the northerly boundary of the 1088 Tract to a point in the westerly line of Precinct Line Road which is also the northeasterly corner of the 1088 Tract; THENCE easterly (on the same bearing as the northerly boundary of the 1088 Tract) to a point in the easterly right-of-way line of Precinct tine Road; 27140MUDI Papa 2 THENCE southerly 942 feet along said easterly right-OPwayline of Precinct Une Road; THENCE west to a point in the boundary tine of Tract 2 in the Willow Send deed; THENCE southerly along said boundary line 3640 feet; THENCE S 480 32' 28" W to a point again in the boundary fine of Tract 2 in the Willow -Bend Deed; THENCE beginning in a westerly direction and continuing in a clockwise direction along the boundary line of said Tract 2 to a point that is 50 feet north of the most southerly boundary line ` Of said Tract 2 (which southerly boundary line is the boundary line of said- Tract 2 with a call of "N8911 50' 15"W 1033.25' that ends In the easterly boundary line of Hickory Hollow Estates recorded in Volume 388-190, page 24, Tarrant County Plat Records% THENCE in a westerly direction 50 feet north of, inside of and parallel to said most southerly boundary line of said Tract 2 to a point that is 50 feet east of the common boundary line of Hickory Hollow Estates and said Tract 2 that runs generally in a north/south direction; THENCE in a northerly direction 50 feet from, inside of Tract 2 and parallel to said common boundary line between said Tract 2 and Hickory Hollow Estates to a point that intersects with the southerly boundary line of the tract described in the deed from Hillwood/Willow Bend, Ltd., to Troy K. Aikman recorded in Volume 12226, page 736, Real Property Records of Tarrant County,. Texas (the !A- IMM' O; THENCE in an easterly and then northerly direction along the southerly and easterly line of the Aikman Tract until such boundary line intersects with the north line of the Josiah Walker Survey Abstract No. 1604, which Is the northeast comer of the Aikman Tract and which point is in the boundary line of Tract 2 in the Willow Send Deed; THENCE continuing northerly from said comer in a clockwise direction along the boundary of said Tract 2 to the point that such boundary line intersects the southerly right-of-way line of Dove Road; THENCE westerly along the southerly right-of-way line of Dove Road to a point that intersects a southerly extension of the boundary rine of said Tract 2 with the call `North 000 44' 29" E, 902.96 feet to a found 1/2 inch iron pin'; THENCE northerly crossing Dove Road along said extension to such boundary line of said Tract 2 and continuing along the boundary of said Tract 2 until such boundary next again intersects with the northerly right-of-way line of Dove Road; THENCE continuing on the same bearing of such boundary line across Dove Road to the southerly right-of-way line of Dove Road; THENCE westerty 1330 feet along said southerly right-of-way line of Dove Road; THENCE north (approximately g0 feet) to a point 50 feet north of the boundary line of said Tract 2, _ Q�, Page 3 THENCE westerty 50 feet north of, Inside of and parallel to the boundary line of said Tract 2 to a point that intersects with the boundary line of said Tract 2; THENCE beginning in a northerly direction and continuing clockwise along the Tract 2 boundary to the point in said boundary line that is 50 feet east of the easterly right-of-way line of Ottinger Road; THENCE 50 feet in a northerly direction parallel to the -easterly right -of way line of Ottinger Road; THENCE beginning in a westerty direction and continuing clockwise 50 feet from, inside of and -'- parallel to the boundary line of said Tract 2 to a point that is 50 feet west -of a point in the common boundary of Tract 2 and the westerly boundary of the Carpenter Addition. recorded in Volume 388-197, page 32, Map Records of Tarrant County, Texas that is 50 feet south of the northwest comer of said Carpenter Addition; THENCE east to a point in said common boundary line of Tract 2 of the Willow Bend Deed and said Carpenter Addition; THENCE in a southerly direction along said common boundary line to a point that is 50 feet north of the southwest comer of said Carpenter Addition; THENCE beginning in a westerty direction and continuing clockwise 50 feet from, inside of and parallel to the boundary line of said Tract 2 to a point that is in the easterly right-of-way line of Roanoke Road; THENCE west crossing the right-of-way of Roanoke Road to a point 50 feet west of the westerly right-of-way line of Roanoke Road; THENCE in a southerly direction 50 feet west of and parallel to the westerly right-of-way line of Roanoke Road to a point that is 50 feet north of the southerly boundary of Tract 4 described in the JNC Deed; THENCE in a we direction 50 north of, inside of and parallel to said southerly boundary - line of said Tract 4 to a point that is 50 feet from and inside of the westerty boundary of said Tract 4; THENCE N 24° 60'4r- -E 750 feet; THENCE S 800 00' 25" E 320 feet; THENCE N 27° 42'55' 800 feet; THENCE .N 800 00'25"W to the westerly boundary of Tract 4 of the JNC Deed which boundary line also is the easterly right-of-way line of US Highway 377; THENCE in a northerly direction along the westerly boundary line of Tract 4 in the JNC Deed to the intersection of said westerly boundary line and a southerly extension of the westerly_ boundary line of Tract 3 in the JNC Deed; 97140 1.r.o9 Page 4 THENCE in a northeasterly direction along said southerly extension of and continuing along the westerly boundary line of said Tract 3 to the point of beginning of the description of said Tract 3; THENCE continuing across State Highway No. 170 on a line that has the same bearing of and is a northerly extension of the westerly boundary of said Tract 3 to a point that is the southwesterly comer of Tract 1 in the JNC Deed; . THENCE in a northeasterly direction along the westerty boundary tine of said Tract 1 to the southwest comer of the Church Tract; THENCE beginning in an easterly direction and continuing along the southerly (crossing State Highway No. 377}, easterly and northerly boundaries of the Church Tract'to the POINT 4F BEGINNING; SAVE AND EXCEPT the tracts described on the attached Exhibit &2 and any portion of the above described tract not situated within the town limits of the Town of Westlake, Texas; 9714 sc U01 V Page 5 EXHIBIT 6-1 "TRACT A" LEGAL. DESCRIPTION BEING a tract of land situated in the M. E. P. & PRR. Co. Survey, Abstract No. 923, Denton County, Texas and being a portion of Tract 2'of the land described in the deed to 1-111twood/Willow Bend, Ltd. and recorded in County Clerk's File No. 95-R0027449, Real Property Records of Denton County, Texas, said tract of land being more particularly described by metes and bounds as follows : COMMENCING at the northwest comer of Tabernacle Baptist Church tract as recorded in Volume 714, page 459, said County Records, said point being in the easterty right-of-way line of State Highway No. 377; THENCE N 24049'42"E, 503.88 feet along said easterly right-of-way; THENCE N 89°58'11"E, 1324.25 feet; THENCE S 00°11'31"W, 176.40 feet; THENCE S 84°33'33"E, 647.67 feet; THENCE N 00°14'07"E, 1232.88 feet; THENCE N 23"3T1 1"E, 76.34 feet; THENCE N 89059'16"E, 637.62 feet to the POINT OF BEGINNING; THENCE N 00°06'29"W, 622.79 feet; THENCE N 70'41'10"W, 334.98 feet; THENCE N 23039'41"E, 561.78 feet; THENCE 8 84032'00"E, 449.69 feet; THENCE N 00028'37"W, 44.00 feet; THENCE N 89"5917"E, 1593.09 feet; THENCE.S 00°22'19"E, 1264.88 feet to a comer of Lee tract; THENCE N 88055'08"W, 285.09 feet; THENCE N 89048'19"W, 1671.70 feet to the POINT OF BEGINNING and containing 58.847 acres of land, more or less. May 2, 1997 NtaoB�srvaoev�tsctsalol.Fat Page 1 of 1 . PROPERTY DESCRIPTION ROBERT AND LINDA GUNNELS AND MELVIN AND LINDA FERRELL This property is comprised of four contiguous tracts of land located on the east side of Roanoke Road south of the intersection of Roanoke Road and State Highway 170, and north of the intersection of Roanoke Road and Oak Trail in Tarrant County, Texas. These tracts of land are generally shown on the attached Exhibit W and are further described below. TRACT A ROBERT GUNNELS BEING a tract of land situated in the William Huff Survey, Abstract No. 648, Tarrant County, Texas and being. a portion of that tract of land as described by deed to Robert Gunnels and recorded in Volume 7165; Page 2330, County Records, Tarrant County, Texas, said tract being more particularly described as follows: BEGINNING at the southeast corner of said Gunnels tract, also the northeast comer of Charles G. Slocum_ tract as recorded in Volume 7165, Page 2322 said County Records; THENCE Westerly 2,635 feel, more or less, along the common line between said Gunnels tract and said Slocum tract to the east line of County Road 4060 (Roanoke Road); THENCE Northerly 160 feet, more or less, along the east line of said road to the southerly line of Melvin Farrell tract as recorded in Volume 3186, Page 400, said County Records; THENCE Easterly 236 feet along the common line between said Gunnels tract and said Farrell tract (Volume 3186, Page 400 and Volume 560,>., Page 475); THENCE Northerly 185 feet, more or less, along the common line between said Gunnels tract and said Farrell tract to a point in the. boundary line of HillwoodNVillow Bend, Ltd., Tract 2, as recorded in Volume 11961, Page 1639, said County Records; THENCE Easterly 2,394 feet, more or less, along the common line between said Gunnels tract and said HillwoodANillow Bend Tract 2 to the northeast comer of said Gunnels tract; THENCE Southerly $46 feet, more or less, along the common line between said Gunnels tract and said Hillwood/Wiliow Bend Tract 2 to the POINT OF BEGINNING and containing 20 acres of land, more or less. TRACT B BEING a strip of land situated in the J. Gibson Survey, Abstract No. 592, Tarrant County, Texas, and being a portion of that tract of land described as Tract 2 in the Deed to Hillwood/V illow Bend, Ltd. and recorded in Volume 11961, Page 1639, County Records, C&B Job No. 971303010` A May 2, 1997 J:UOB1971303011SURILEGALITR7.LG Page 1 of 3 Tarrant County, Texas, said strip of land being more particularly described by metes and bounds as follows: BEGINNING at the southeast corner of Charles G. Slocum tract as recorded in Volume 7165, Page 2322, said County Records, said point being a comer of said HiliwoodfWillow Bend, Ltd. Tract 2; THENCE Northerly, 319 feet along the common line between said HiliwoodfWillow Bend, Ltd. tract and said Slocum tract and then continuing northerly 50 feet along the common line between said HillwoodfVlliliow Bend, Ltd., Tract 2, and the Gunnels tract as recorded in Volume 7165, Page 2330, said County Records; THENCE Easterly, 50 feet perpendicular to the common line between said Hillwvod/ Willow Bend, Ltd. Tract 2 and said Slocum tract to a point 50 feet east from said common line; THENCE Southerly, 676 feet, more or less, along a line 50 feet east of and parallel to the - common line between said Slocum tract and said Hillwoodfwillow Bend, Ltd., Tract 2, -to a point 50 feet north of said Hillwood/Wllow Bend, Ltd., Tract 2, boundary line; THENCE Westerly, 50 feet along a line 50 feet north of and parallel to said Hillrvoodl Willow Bend, Ltd. Tract 2 boundary line; THENCE Northerly, 307 feet, more or less, to the POINT OF BEGINNING and containing 1 acre of land, more or less. TRACT C MELVIN R. FARRELL BEING a tract of land situated in the William Huff Survey, Abstract No. 648, Tarrant County, Texas and being all of the tracts of land as described by deed to Melvin R. Farrell and recorded in Volume 3186, Page 400 and Volume 5602, Page 475, County Records, Tarrant County, Texas, said tract being more particularly described as follows-- BEGINNING ollows:BEGINNING at the northwest comer of said Melvin -R. Farrell tract (Volume 3186, Page 400), said point being a corner of Hil[woodN illow Bend, Ltd. Tract 2 as recorded in Volume 11961, Page 1639, said County Records; THENCE Easterly 238 feet, more or less, along the common line between said Farrell tract and said HillwoodfWillow Bend, Ltd. Tract 2 to the northeast comer of said Farrell tract (Volume 5602, Page 475) in the west line of Robert Gunnels tract as recorded in Volume 7165, Page 2330, said County Records; THENCE Southerly 185 feet, more or less, along the common line between said Farrell tract and said Gunnels tract to the southeast comer of said Farrell tract; C&B Job No. 971303010 ' May 2, 1997 J:\JOB\97130301\SUR\LEGAL\TR7.LG Page 2 of 3' THENCE Westerly 238 feet, more or less, along the common line between said Farrell tract and said Gunnels tract to the southwest comer of said Farrell tract in the east line of County Road 4060 (Roanoke Road); THENCE Northerly 185 feet, more or less, along the east line of said road to the POINT OF BEGINNING and containing 1 acre of land, more or less.: TRACT D BEING a. strip of land, 50 foot wide,�situated in the William Huff Survey, Abstract No. 648, Tarrant County, Texas, and being a portion of that tract of land described as Tract 2 in the Deed to Hillwood/Willow Bend, Ltd. and recorded in Volume 11961, Page 1639, County Records, Tarrant County, Texas, said strip of land being more particularly described by metes and bounds as follows: BEGINNING at the northeast.comer of the Robert Gunnels tract as recorded in Volume - 7165, Page 2330, said County Records, also being a comer of said Hillwood/Willow Bend, Ltd: Tract 2; THENCE Westerly, 2494 feet along the common line between said Gunnels tract and said Hillwood/Willow Bend, Ltd. Tract 2 -and along the common line between Melvin Farrell tract (Volume 3186, Page 400 and Volume 5602, Page 475) and said Hillwood/ Willow Bend, Ltd. Tract 2; THENCE Northerly, 50 feel, perpendicular to said common line to a point 50 feet north from said common line; THENCE Easterly, 2544 feet along a line 50 feet north and parallel to said common line to a point 50 feet east of the east line of Gunnels tract and also 50 feet east of said common boundary line of HillwoodlVllillow Bend, Ltd. Tract 2 boundary fine; THENCE Southerly, 346 feet, more or less, along a line 50 feet east of and parallel to the common line between said Gunnels tract and said Hillwood/Willow Bend, Ltd. Tract 2; THENCE Westerly,. 50 feet to a point in the east line of said Gunnels tract and the boundary line of said -Hi IlwoodlWillow Bend, Ltd. Tract 2; THENCE Northerly, 295 feet along the common line between said Gunnels tract and said HilNnod/ illow Bend, Ltd. Tract 2 to the POINT OF BEGINNING and containing 3 acres of land, more or less. _2- C&B Job No. 971303010 J:\JOB\97130301\SUR\LEGALITR7.LG May 2, 1997 Page 3 of 3 PROPERTY DESCRIPTION CHARLES AND LINDA SLOCUM This property is comprised of two tracts of land located on the east side of Roanoke Road, south of the intersection of State Highway 170 and Roanoke Road in Tarrant County, Texas. These tracts of land are generally shown on the attached Exhibit'A' and are further described below. TRACT A CHARLES G. SLOCUM BEING a tract of land situated in the William Huff Survey, Abstract No. 648, Tarrant County, Texas and being a portion of that tract of land as described by deed to Charles G. Slocum and recorded in Volume 7165, Page 2322, County Records, Tarrant .County,_ Texas, said tract being more particularly described as follows: BEGINNING at the southeast comer of said Slocum tract, being a comer in the boundary of HillwoodlWillow Bend, Ltd., Tract 2, as recorded in Volume 11961, Page 1639, said County Records; THENCE Westerly 2,635 feet, more or less, along the common line between said Slocum tract and said HiliwoodWillow Bend, Ltd., Tract 2, to a point in the east line of County Road No. 4060 (Roanoke Road); THENCE Northerly 366 feet, more or less, along the east line of said road to a point in the south line of Robert Gunnels tract as recorded in Volume 7165, Page 2330, said County Records; THENCE Easterly 2,635 feet, more or less, along the common fine between said Slocum tract and said Gunnels tract to the northeast comer of said Slocum tract; THENCE Southerly 319 feet, more or less, along the common tine between said Slocum tract and said Hillwood/Willow Bend, Ltd., Tract 2, to the POINT OF BEGINNING and containing 20 acres -of land, more or less. TRACT B CONNECTOR BEING a strip of land situated in the William Huff Survey, Abstract No. 648, Tarrant County, Texas, and being a portion of that tract of land as described as Tract 2, in the Deed to HiilwoodlWillow Bend, Ltd. and recorded in Volume 11961, Page 1639 (the 'Hillwovd Tract'), County Records, Tarrant County, Texas, said strip of land being more particularly described as follows: C&B Job No. 971303010 May 2, 1997 J:W0B1971303011SUR1LEGALlTR8.LG Page 1 of 2 BEGINNING at the southeast corner of Charles G. Slocum tract as recorded in Volume 7155, Page 2322, ("The Slocum Tract'), said County Records, said point being a comer of said HillwoodNVillow Bend, Ltd., Tract 2; THENCE Southerly, 380 feet, more or less, along the extension of the common boundary line of the easternmost boundary of The Slocum Tract and the Hiliwood Tract to a point 50 feet north from said Hillwood.W[[ow Bend, Ltd., Tract 2, boundary line; THENCE Westerly, 50 feet along a line 50 feet north of and parallel to said Hillwood/WiIlow Bend, Ltd., Tract 2, boundary line; THENCE Northerly, 308 feet, more or less, to a point in the southerly line of the common boundary of said Slocum Tract and the boundary line of said HillwoodlWillow Bend, Ltd., Tract 2; _. THENCE Easterly, 50 feet along the common line between said Slocum tract and said HillwoodlWillow Bend, Ltd., Tract 2, to the POINT OF BEGINNING and containing 0.4 acres of land, more or less. C&B Job No. 971303010 •. J :W O B1971303011S U RIL E GALITR8. LG May 2, 1997 Page.2 of 2 Property Description of Land Discontinued and Disannexed from the Town of Westlake, Texas , PISANNEXATION ORDINANCE SLOCUM Page 8 EXHIBIT `I3' PROPERTY DESCRIPTION CHARLES AND LINDA SLOCUM This property is comprised of two tracts of land located on the east side of Roanoke Road, south of the intersection of State Highway 170 and Roanoke Road in Tarrant County, Texas. These tracts of land are generally shown on the attached Exhibit 'A' and are further described below. TRACT A CHARLES G. SLOCUM BEING a tract of land situated in the William Huff Survey, Abstract No. 648, Tarrant County, Texas and being a portion of that tract of land as described by deed to Charles G. Slocum and recorded in Volume 7165, Page 2322, County Records, Tarrant County, Texas, said tract being more particularly described as follows: BEGINNING at the southeast corner of said Slocum tract, being a corner in the boundary of Hillwood/Willow Bend, Ltd., Tract 2, as recorded in Volume 11961, Page 1639, said County Records; THENCE Westerly 2,635 feet, more or less, along the common line between said Slocum tract and said HillwoodAillow Bend, Ltd., Tract 2, to a point in the east line of County Road No. 4060 (Roanoke Road); ` THENCE Northerly 366 feet, more or less, along the east line of said road to a point in the south line of Robert Gunnels tract as recorded in Volume 7165, Page 2330, said County Records; THENCE Easterly 2,635 feet, more or less, along the common line between saidSlocum tract and said Gunnels tract to the northeast corner of said Slocum tract; _ THENCE Southerly 319 feet, more or less, along the common line between said Slocum tract and said Hillwood/Willow Bend, Ltd., Tract 2, to the POINT OF BEGINNING and containing 20 acres"of land, more or less. TRACT B CONNECTOR BEING a strip of land situated in the William Huff Survey, Abstract No. 648, Tarrant County, Texas, and being a portion of that tract of land as described as Tract 2, in the Deed to Hillwood/Willow Bend, Ltd. and recorded in Volume 11961, Page 1639 (the "Hillwood Tract" ), County Records, Tarrant County, Texas, said strip of land being more particularly described as follows: ,s C&B Job No. 97/303010 May 2, 1997 BEGINNING at the southeast corner of Charles G. Slocum tract as recorded in Volume 7165, Page 2322 ("The Slocum Tract"), said County Records, said point being a corner of said Hillwood/Willow Bend, Ltd., Tract 2; THENCE Southerly, 380 feet, more or less, along the extension of the common boundary line of the easternmost boundary of The Slocum Tract and the HilIwood Tract to a point 50 feet north from said Hillwood/Millow Bend, Ltd., Tract 2, boundary line; THENCE Westerly, 50 feet along a line 50 feet north of and parallel to said Hillwood/Willow Bend, Ltd., Tract 2, boundary line; `- THENCE Northerly, 308 feet, more or less, to a point in the southerly line of the common boundary of said Slocum Tract and the boundary line of said Hillwood/vvillow Bend, Ltd., Tract 2; THENCE Easterly, 50 feet along the common line between said Slocum tract and said HillwoodNVillow Bend, Ltd., Tract 2, to the POINT OF BEGINNING and containing 0.4 acres of land, more or -less. *` o 4 4 C&B Job No. 979303010 Mnv 9 1007 .4 e.11: v Property Description of Land Discontinued and Disannexed from the Town of Westlake, Texas Page 8 i 07510.0019:0253 &Sdo 1 TRACT B BEING a strip of land situated in the J. Gibson Survey, Abstract No. 592, Tarrant County, Texas, and being a portion of that tract of land described as Tract 2 in the Deed to Hillwood/Wilow Bend, Ltd. and recorded in Volume 11961, Page 1639, County Records, Tarrant County, Texas, said strip of land being more particularly described by metes and bounds as follows: BEGINNING at the southeast corner of Charles G. Slocum tract as recorded in Volume 7165, Page 2322, said County Records, said point being a comer of said HillwoodNViltow Bend, Ltd. Tract 2; ` THENCE Northerly, 319 feet along the common line between said Hillwood/VVIllow Bend, Ltd. tract and said Slocum tract and then wntinuirg northerly 50 feet along the.common line between said Hillwood/Willow Bend, Ltd., Tract 2, and the Gunnels tract as recorded in Volume 7165, Page 2330, said County Records; THENCE Easterly, 50 feet perpendicular to the common line between said Hillwood/ Willow Bend, Ltd. Tract 2 and said Slocum tract to a point 50 feet east from said common line; THENCE Southerly, 676 feet, more.or less, along a line 50 feet east of and parallel to the common line between said Slocum tract and said Hillwood/vvillow Bend, Ltd., Tract 2, to a point 50 feet north of said HillwoodNViilow Bend, Ltd., Tract 2, boundary line; _ THENCE Westerly, 50 feet along a line 50 feet north of and parallel to said Hillwood/ Willow Bend, Ltd. Tract 2 boundary line; THENCE Northerly, 307 feet, more or less, to the POINT OF BEGINNING and containing 1 acre of land, more or less. TRACT C MELVIN R. FARRELL BEING a tract of land situated in the William Huff Survey, Abstract No. 648, Tarrant County, Texas and being: all of the tracts of land as described by deed to Melvin R. Farrell and recorded in Volume 3186, Page 400 and Volume 5602, Page 475, County Records,. Tarrant County, Texas, said tract being more particularly described as follows: BEGINNING at the northwest corner of said Melvin R. Farrell tract (Volume 3186, Page 400), said point being a corner of HillwoodNVillow Bend, Ltd. Tract 2 as recorded in Volume 11961, Page 1639, said County Records; C&B Job No. 971303010 Mav 2- 1 997 THENCE Easterly 238 feet, more or less, along the common line between said Farrell tract and said Hillwood/Willow Bend, Ltd. Tract 2 to the northeast corner of said Farrell tract (Volume 5602, Page 475) in the west line of Robert Gunnels tract as recorded in Volume 7165, Page 2330, said County Records; THENCE Southerly 185 feet, more or less, along the cftmon line between said Farrell tract and said Gunnels tract to the southeast corner of said Farrell tract; THENCE Westerly 238 feet, more or less, along the common line between said Farrell tract and said Gunnels tract to the southwest corner of said Farrell tract in the east- line of County Road 4060 (Roanoke Road); THENCE Northerly 185 feet, more or less, along the east line of said road to the POINT OF BEGINNING and containing I acre of land, more or less. ff i BEING a strip of land, 50 foot wide, situated in the William Huff Survey, Abstract No. 648, Tarrant County, Texas, and being a portion of that tract of land described as Tract 2 in the Deed to Hil[woodNVillow Bend, Ltd. and recorded in Volume 11961, Page 1639, County Records, Tarrant County, Texas, said strip of land being more particularly described by metes and bounds as follows: BEGINNING at the northeast corner of the Robert Gunnels tract as recorded in Volume 7165, Page 2330, said County Records, also being a corner of said HillwoodNVillo- Bend, Ltd. Tract 2; THENCE Westerly, 2494 feet along the common line between said Gunnels tract and said Hil[woodNVillow Bend, Ltd. Tract 2 and along the common line between Melvin Farrell tract (Volume 3186, Page 400 and Volume 5602, Page 475) and said Hillwood/ Willow Bend, Ltd. Tract 2; THENCE Northerly, 50 feet, perpendicular to said -common fine to a point 50 feet north from said common line; THENCE Easterly, 2544 feet along a line 50 feet north and parallel to said common line to a point 50 feet east of the east line of Gunnels tract and also 50 feet east of said common boundary line of Hillwood/VVillow Bend, Ltd. Tract 2 boundary line; THENCE Southerly, 346 feet, more or less, along a line 50 feet east of and parallel to the common line between said Gunnels tract and said Hi[lwoodAAfillow Bend, Ltd. Tract 2; THENCE Westerly, 50'feet to a point in the east line of said Gunnels tract and the boundary line of said. Hillwood/Wiilow' Bend, Ltd. Tract 2; C&B Job No. 971303010 1-1 -- -- ---- - May .2, 1997 THENCE Easterly 238 feet, more or less, along the common line between said Farrell tract and said Hiliwoodi"vVillow Bend, Ltd. Tract 2 to the northeast corner of said Farrell tract (Volume 5602, Page 475) in the west line of Robert Gunnels tract as recorded in Volume 7165, Page 2330, said County Records; THENCE Southerly 185 feet, more or less, along the common line between said Farrell tract and said Gunnels tract to the southeast comer of said Farrell tract; THENCE Westerly 238 feet, more or less, along the common line between said Farrell tract and said Gunnels tract to the southwest corner of said Farrell tract in the east line of County Road 4060 (Roanoke Road); a THENCE Northerly 185 feet, more or less, along the east line of said road to the POINT OF BEGINNING and containing 'I acre of land, more or less. TRACT D BEING a strip of land, 50 foot wide, situated in the William Huff Survey, Abstract No. 648, Tarrant County, Texas, and being a portion of that tract of land described as Tract 2 in the Deed to Hillwood/Willow Bend, Ltd. and recorded in Volume 11961, Page 1639, County Records, Tarrant County, Texas, said strip of land being more particularly described by metes and bounds as follows: BEGINNING at the northeast corner of the Robert Gunnels tract as recorded in Volume 7165, Page 2330, said County Records, also being a corner of said Hillwood/willow Bend, Ltd. Tract 2; THENCE Westerly, 2494 feet along the common line between said Gunnels tract and said Hillwood[Willow Bend, Ltd. Tract 2 and along the common line between Melvin Farrell tract (Volume 3186, Page 400 and Volume 5602, Page 475) and said Hillwood/ Willow Bend, Ltd. Tract 2; THENCE Northerly, 50 feet, perpendicular to said common line to a point 50 feet north from said common -line; THENCE Easterly, 2544 feet along a line 50 feet north and parallel to said common line to a point 50 feet east of the east line of Gunnels tract and also 50 feet east of said common boundary line of Hillwood/Wllow Bend, Ltd. Tract 2 boundary line; THENCE Southerly, 346 feet, more or less, along a line 50 feet east of and parallel to the common line between said Gunnels tract and said Hillwood/Willow Bend, Ltd. Tract 2; THENCE Westerly, 50 -feet to a point in the east line of said Gunnels tract and the boundary line of said Hillwood/WilloW Bend, Ltd. Tract 2; .ti C&B ,lob No. 971303010 _ Mav 7 l aa7 THENCE Northerly, 295 feet along the common line between said Gunnels tract and said HillwoodA/Villow Bend, Ltd. Tract 2 to the POINT OF BEGINNING and containing 3 acres of land, more or less. C&B Job No_ 871303010 4 THENCE Northerly, 295 feet along the common line between said Gunnels tract and said HillwoodNViIlow Bend, Ltd. Tract 2 to the POINT OF BEGINNING and containing 3 acres of land, more or less. C&B Job No. 971303010 1A Ir -0o Y1`7.4711']!1!%c-itm%v r- w . %-r "t r May 2, 1997 q>-7 JOINT RESOLUTION AND AGREEMENT NO. _ RELEASE AND ACCEPTANCE OF EXTRATERRITORIAL JURISDICTION STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DENTON § WHEREAS, the City of Roanoke, Texas, is a Type -A general law city lying and being situated in Denton County, State of Texas; and WHEREAS, the Town of Westlake, Texas, is a Type -A general law city lying and being situated in Denton and Tarrant Counties, State of Texas; and WHEREAS, the Town of Westlake has unconditionally and irrevocably disannexed the land more particularly described on Exhibit "A" and Exhibit "B" attached hereto and made a part hereof (the "Disannexed Land"); and WHEREAS, the City of Roanoke and the Town of Westlake desire to adjust their extraterritorial jurisdiction boundary lines to unconditionally and irrevocably relinquish and release the Disannexed Land from the extraterritorial jurisdiction of the Town of Westlake and to include the Disannexed Land within the exclusive extraterritorial jurisdiction of the City of Roanoke; and WHEREAS, the City of Roanoke and the Town of Westlake have the authority to pass and approve this Joint Resolution and Agreement pursuant to Section 42.023 of the Texas Local Government Code; and WHEREAS, notice of the proposed adoption of this Joint Resolution and Agreement has been duly posted in accordance with the Texas Open Meetings Act, Chapter 551 of the Texas Government Code. NOW, THEREFORE, BE IT RESOLVED AND MUTUALLY AGREED BY THE CITY COUNCIL OF THE CITY OF ROANOKE AND THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE: Page 1 ROANOKE JOINT RESOLUTION 07 510.0019:0254190.01 SECTION 1. That the City of Roanoke and the Town► of Westlake do hereby covenant and agree to protect, preserve, and defend the hereinafter described realignment of their respective extraterritorial jurisdictions. SECTION 2. That the Town of Westlake does hereby unconditionally and irrevocably relinquish and release to the City of Roanoke any and all of the extraterritorial jurisdictional rights the Town of Westlake has or may have in and to the Disannexed Land. SECTION 3. That the City of Roanoke does hereby include and accept the Disannexed Land into the exclusive extraterritorial jurisdiction of the City of Roanoke and does hereby agree to assume the rights and obligations appurtenant to the Disannexed Land. SECTION 4. That this Joint Resolution and Agreement shall become unconditionally and irrevocably effective and binding upon the Town of Westlake upon the effective date hereinafter set forth, and that this Joint Resolution and Agreement may not be altered or amended by the Town of Westlake without the prior written consent of the City of Roanoke and each and all of the owners of the Disannexed Land. SECTION 5. That this Joint Resolution and Agreement shall become effective and binding upon the City of Roanoke when approved by the City Council of the City of Roanoke. This JOINT RESOLUTION AND AGREEMENT is unconditionally and irrevocably PASSED AND APPROVED by the Board of Aldermen of the Town of Westlake, Texas, this 2nd day of May, 1997, and is effective at %d ( P M. on such date. Page 2 ROANOKE JOINT RESOLUTION 0 7 510.0019:0254190.01 ATTEST: SIGNED: Ginger Crosswy, Secretary , MAYOR Date: May 2, 1997 APPROVED AS TO FORM LEGALITYfj Bill Wood, Town Attorney Date: May 2, 1997 THE STATE OF TEXAS § COUNTIES OF TARRANT § AND DENTON § Carroll Huntress, MAYOR PRO -TEM � This instrument was acknowledged before me on the 2nd day of May, 1997, by Mayor of the Town of Westlake. �A A C� ­ _ X04,,�.A Notary Public in and for My Commission. Expires: c o 2i THE STATE OF TEXAS § COUNTIES OF TAR -RANT § AND DENTON § the State of Texas --------------------------- --------------- KRISTA LR EM M1RST Notary TsLbk STATE QF TEXA,3 4 ' My Comm. Exp. OMMOO'8S This instrument was acknowledged before me on the 2nd day of May, 1997, by GYY of �u� eS5 , Mayor Pro -Tem of the T wn of Westlake. Notary Public in and for the State of Texas My Commission Expires: b j 9 � -- c�xcc,�me lWiSTA LANEM HUMT Notuy PWAC g STATE of TExAs PAY Gomm. Exp. 0MGw Page 3 ROANOKE JOINT RESOLUTION 07510.0014:0254190.01 This JOINT RESOLUTION AND AGREEMENT is passed and approved by the City Council of the City of Roanoke, Texas, this day of , 1997. ATTEST: , Secretary , Mayor APPROVED AS TO FORM AND LEGALITY: City Attorney Date: THE STATE OF TEXAS § § COUNTY OF DENTON § This instrument was acknowledged before me on the day of , 1997 by Mayor of the City of Roanoke. Notary Public in and for the State of Texas My Commission Expires: Page 4 ROANOKE JOINT RESOLUTION 07510-0019:0254190.01 EXHIBIT "A" Drawing of "Disannexed Land" Page 5 ROANOKE JOINT RESOLUTION 07 510.0019:0254190.01 EXHIBIT "B" Description of "Disannexed Land" The following described land has been released from the extraterritorial jurisdiction of the Town of Westlake, Texas, and has been included and accepted into the extraterritorial jurisdiction of the City of Roanoke, Texas. Page 6 ROANOKE JOINT RESOLUTION 07510.0019:0254190.01 EXHIBIT `B' , I-17-hC7-1 PROPERTY DESCRIPTION ETJ RELEASE NORTHWEST OF HIGHWAY 170 BEING a tract of land situated in the William Huff Survey, Abstract No. 648, Tarrant County, Texas and Abstract No. 519, Denton County, Texas, and in the Jesse Gibson Survey, Abstract No. 493, Denton County, Texas, and in the M.E.P. & P. RR. Survey, Abstract No. 923, Denton County, Texas, and in the Richard Eads Survey, Abstract No. 393, Denton County, Texas, and being a portion of that tract of land described in a Deed to HillwoodWllow Bend, Ltd. as recorded in Clerk's Filing No. 95-R0027449, County Records, Denton County, Texas, and that tract of land described in a Deed to Lakeway Land, Ltd., Hillwood/822, Ltd., and a portion of Lakewood Property Company, Ltd. as recorded in Volume 12625, Page 504, Real Property Records, Tarrant County, Texas, and in Clerk's Filing No. 96-R0091249, Real Property Records, Denton County, Texas, and being all of that tract of land described in a Deed to Tabernacle Baptist Church, as recorded in Volume 714, Page 459, of the Real Property Records of Denton County, Texas, said tract being more particularly described as follows: BEGINNING at the northwest comer of Tract 1 of said HillwoodWllow Bend, Ltd. Tract; THENCE Easterly, 1324 feet along the boundary line of Tract 1; THENCE Southerly, 176 feet along said boundary line of Tract 1; THENCE Easterly, 648 feet, along said boundary line of Tract 1, to the boundary line of Tract 2 of said HillwoodWllow Bend, Ltd. Tract; THENCE along the boundary line of said Tract 2, the following calls: Northerly, 1231 feet; Northeasterly, 76 feet; Easterly, 637 feet; - Northerly, 623 feet; Westerly, 335 feet; Northerly, 561 feet; Easterly, 450 feet; Northerly, 44 feet; Easterly 1593 feet; Easterly, 76 feet; Northerly, 312 feet; Easterly, 155 feet; and Northerly 87 feet to the southwest corner of that 18.103 acre tract of land described by Deed to HCA/Columbia Hospital; C&B .lob No. 971303010 May 2, 1997 THENCE Easterly, 373 feet along the south line of said HCA Tract to the northwesterly right-of-way line of State Highway 170; THENCE Southwesterly, 740 feet along the northwesterly right-of-way line of said Highway 170 to a point in Ottinger Road; THENCE Southerly, along Ottinger Road, 1154 feet to a corner of the Lee tract; THENCE Westerly, 285 feet passing the northwest corner of Lee tract, in all 870 feet to a point in the northwesterly right-of-way line of said State Highway No. 170; THENCE Southwesterly, 5430 feet along the northwesterly right-of-way line of said State Highway No. 170 and crossing the old right-of-way of U.S. Highway No. 377 to the easterly right-of-way line of existing Highway 377; THENCE Northerly, leaving the right-of-way line of said Highway 170 and along the west line of said Lakeway Land, Ltd. Tract and then along the west line of Tract 1 of said HillwoodWillow Send Tract to the POINT OF BEGINNING and containing 175 acres of land, more or less. - C&B Job No. 971303010 MAv 9 lq(17 .. . 6 EXHIBIT W �T2 PROPERTY DESCRIPTION WESTERLY WESTLAKE ETJ RELEASE ALONG U.S. HIGHWAY NO. 377 TO THE CITY OF ROANOKE BEING a tract of land situated in the William Huff Survey, Abstract No. 519, Deaton County, Texas, and being a portion of U.S. Highway No. 377 and a portion of T.P. RR. Company, said tract of land being more particularly described as follows: BEGINNING at the northwest corner of that Tract 1 of land as described by deed to HillwoodNVillow Bend, Ltd. and recorded in Volume 11961, Page 1639, County Records, Tarrant County, Texas and Clerk's Filing No. 95-R0027449, County Records, Denton County, Texas, said point being in the easterly right-of-way line of old U.S. Highway No.377; THENCE Southerly, 504 feet, more or less, along the westerly line of said Hillwood/ Willow Bend, Ltd. Tract 1 and the easterly right-of-way of said old U.S. Highway No.377 to the northwest comer of Tabernacle Baptist Church as recorded in Volume 714, Page 459, said County Records; THENCE Easterly, 352 feet, more or less, along the boundary line of said Church tract and the westerly line of said Hillwood/Willow Bend Ltd. tract; THENCE Southerly, 263 feet, more or less, continuing along said common boundary line in said Tract 1 to the north line of Tract 1 of the Lakeway Land, Ltd. et all deed as recorded in Volume 12625, Page 504, Tarrant County, Deed Records and Clerk's Filing No. 96-R0091249, Denton County, Deed Records; THENCE Westerly, 463 feet, more or less, along a westerly extension of the north line of said Tract 1, Lakeway Land, Ltd. et all tract and the south line of said Church tract to the easterly line of old U.S. Highway No.377; THENCE Southerly, 211 feet, more or less, along said easterly line of old U.S. Highway No. 377 and the westerly line of said Tract 1, Lakeway Land, Ltd. et all tract to a line being an easterly projection of the common corporate limit boundary of the City of Fort Worth and the City of Roanoke as adopted in Resolution 1551, approved in July 17, 1990; THENCE Westerly, 229 feet, more or less, to the westerly line of T.P.RR. Company tract; THENCE Northerly, 995 feet, more or less, along said westerly line; THENCE Easterly, 223 feet, more or less, to the POINT OF BEGINNING and containing 7 acres of land more or less. EXHIBIT B' —IX'9-r-T PROPERTY DESCRIPTION HCA HOSPITAL CORPORATION This property is comprised of one tract of land totaling approximately 18 acres located on the west side of the intersection of State Highway 114 and State Highway 170 in Denton County, Texas, as generally shown on the attached Exhibit 'A' and as further described below. BEING a tract of land situated in the Richard Eads Survey, Abstract No. 393, and being a portion of Tract 2 of'that tract of land described by deed to Hillwood/Willow Bend, Ltd., A Texas Limited Partnership in Volume 93-R0075228, County Records, Denton County, Texas, and being more particularly described by metes and bounds as follows: BEGINNING at the northwest corner of said tract, said point being in Dallas Drive; THENCE N 89053'16"E, 608.94 feet (previously recorded as N 89°52'37"E, 609.14 feet) to a 518 inch iron rod with yellow plastic cap stamped "Carter & Burgess" set in the west right-of-way line of State Highway 114, said point also being the beginning of a curve to the left; THENCE 762.45 feet along the arc of said curve to the left and along said right-of-way, through a central angle of 15°08'36", and having a radius of 2,884.80 feet, the long chord bears S 44°08'38"E, 760.24 feet to a State Highway Department monument found; THENCE S 08035'29'W, 69.38 feet (previously recorded as S 08°35'39'VV, 69.39 feet) to a State Highway Department Monument found in the north right-of-way line of State Highway 170, said point being the beginning of a curve to the left; THENCE 466.45 feet along the arc of said curve to the left, and along said right-of-way, through a central angle of 11 °33'37", and having a radius of 2,311.83 feet, and a long chord bears S 63°05'43"VV, 465.66 feet to a State Highway Department Monument found, said point also the beginning of a curve to the left; THENCE 418.37 feet along the arc of said curve to the left and continuing along said right-of-way through a central angle of 06°14'34", having a radius of 3,839.72 feet and a long chord that bears S 54°11'37" IIV, 418.16 feet to a 518 inch iron rod with yellow cap stamped "Carter & Burgess" set; THENCE N 90000'00"W, 372.81 feet to a 5f8 inch iron rod with yellow cap stamped "Carter & Burgess" set in west line of Tract 2; THENCE N 00°00'28"E (previously recorded as N 00°15'46"W), 832.73 feet with the west line of Tract 2 to a 112 inch iron rod found; C&B Job No. 971303010 Mav 2. 1997 F THENCE S 86°18'21"E (previously recorded as S 86°27'17"E), 145.97 feet to a 112 inch iron rod found; THENCE N 03°14'15"E, 57.15 feet (previously recorded as N 03°52'08"E, 57.06 feet) to a 5/8 inch iron rod with yellow cap stamped "Carter & Burgess" set; THENCE N 83°34'34"E, 168.59 feet (previously recorded as N 83°15'05"E, 168.19 feet) to 518 inch iron rod found; THENCE N 00006'42"W (previously recorded as N 00°06'55'VV), 144.37 feet to a 112 inch iron rod with red cap stamped "RPLS #2912" found; THENCE S 89053'18"W, 317.25 feet (previously recorded as S 89038'31"W, 317.37 feet) to a 112 inch iron rod with red cap stamped "RPLS #2912" found; THENCE N 00018'40"E, 25.32 feet (previously recorded at N 00°20'29'VV, 25.00 feet) to a found railroad spike and the POINT OF BEGINNING and containing 804,223 square feet or 18.462 acres of land, less 15,658 square feet in Dallas Drive leaving a net of 788,564 square feet or 18.103 acres of land, more or less. ,.nr i -t- ■1_ nTaon12r11f1 NAa%i') 10a7 IMAUTOlyJAWSM Drawing of "Disannexed Land" DISA.NNEXATION OMNANCE, 140OVER Page 7 EXHIBIT ",-A" DOVE ROAD Property Description of Land Discontinued and Disannexed from the Town of Westlake, Texas Page 8 07510.0OI9:0253860.01 EXHIBIT `B' PROPERTY DESCRIPTION WAYNE T. HOOVER This property is comprised of one tract of land totaling approximately 18 acres located on the east side of J.T. Ottinger Road, south and east of the intersection of J.T. Ottinger Road and State Highway 170, and north of the intersection of J.T. Ottinger Road and Dove Road in Tarrant County, Texas. This tract of land is generally shown on the attached Exhibit 'A' and further described below. BEING a tract of land situated in the J. Gibson Survey, Abstract No. 592, Tarrant County, Texas and beingthat tract of land as described by deed to Wayne T. Hoover and recorded in Volume 5492, Page 93, County Records, Tarrant County, Texas, save and except any portion of said tract situated within 50 feet of the westerly right-ofway line of J.T. Ottinger Road. C&B Job No. 971303010 �' May 2, 1997 J:1J0B1971101n11g1 IPU FCCAf XTRirn i r� EXHIBIT' "A„ Drawing of "Disannexed Land" Page 7 07510-0019:0253860.01 JTY rJTY a 0 a W " Z H rr GUNNEL��PARRELL Gf i •" wwwwwni = Mr sw r ws Irl M ww�rwwr+ s r�rw sw s � rr sr sAwsws r sw sw w on;�rtt��o�r�r : ■. Property Description of Land Discontinued and Disannexed from the Town of Westlake, Texas ~ I ORDINANCE GUNNELS AND F RRELL, Page $ 07510.0019:0253960.01 EXHIBIT `B' PROPERTY DESCRIPTION ROBERT AND LINDA GUNNELS AND MELVIN AND LINDA FERRELL This property is comprised of four contiguous tracts of land located on the east side of Roanoke Road south of the intersection of Roanoke Robd and State Highway 170, and north of the intersection of Roanoke Road and Oak Trail in Tarrant County, Texas. These tracts of land are generally shown on the attached Exhibit `A' and are further described below. TRACT A ROBERT GUNNELS BEING a tract of land situated in the William Huff Survey, Abstract No. 648, Tarrant County, Texas and being a portion of that tract of land as described by deed to Robert Gunnels and recorded in Volume 7165, Page 2330, County Records, Tarrant County, Texas, said tract being more particularly described as follows: BEGINNING at the southeast corner of said Gunnels tract, also the northeast corner of Charles G. Slocum tract as recorded in Volume 7165, Page 2322 said County Records; THENCE Westerly 2,635 feet, more or less, along the common line between said Gunnels tract and said Slocum tract to the east line of County Road -4060 (Roanoke Road); THENCE Northerly 160 feet, more or less, along the east line of said road to the southerly line of Melvin Farrell tract as recorded in Volume 3186, Page 400, said County Records; THENCE Easterly 236 feet along the common line between said Gunnels tract and said Farrell tract (Volume 3186, Page 400 and Volume 5602, Page 475); THENCE Northerly 185 feet, moire or less, along the common line between said Gunnels tract and said Farrel[ tract to a point in the boundary line of Hillwood/vvillow Bend, Ltd., Tract 2, as recorded in Volume 11961, Page 1639, said County Records; THENCE Easterly 2,39.4 feet, more or less, along the common line between said Gunnels tract and said HillwoodNVillow Bend Tract 2 to the northeast corner of said Gunnels tract; THENCE Southerly 346 feet, more or less, along the common line between said Gunnels tract and said HillwoodNVillow Bend Tract 2 to the POINT OF BEGINNING and containing 20 acres of land, more or less. C&B Job No. 971303010 May 2. 1997 Q'1 S Properly Description of Land Discontinued and Disannexed from the Town of Westlake, Texas EPL .Y.Y Page S .` 07510.0019:0253886.01 EXHIBIT '6' PROPERTY DESCRIPTION HOWARD AND SHERRY DUDLEY This property is comprised of two tracts of land and a portion of Dove Road located on the north and east sides of Dove Road west of the intersection of Dove Road and State Highway 114, west of the intersection of Dove Road and Sam School Road (County Road 3088); and east of the intersection of Dove Road and Precinct Line Road In Tarrant County, Texas, commonly known as 1650 Dove Road, Roanoke, Texas, Zip Code 76262. These tracts of land are generally shown on the attached Exhibit "A' further described below. TRACT A BEING a tract of land situated in the C.M. Throop Survey, Abstract No. 1510, Tarrant County, Texas, and being all of that 21.22 acre tract and that 83.47 acre tract of land described in a Deed to Howard Dudley as recorded in Volume 4888, Page 622, County Records, Tarrant County, Texas and being more particularly described as follows: BEGINNING at the northeasterly comer of said 21.22 acre tract; THENCE Southerly, past the southeast comer of said 21.22 acre tract and the northeast comer of said 83.47 acre tract and the northwest comer of that tract of land described in a Deed to Dale White as recorded in Volume 3935, Page 631 of said County Records, then along the line common to said Dudley and White tracts 2390 feet more or less to the northerly line of Dove Road (an approximately 50 foot wide public right-of-way); THENCE Westerly, northwesterly and northerly along said right-of-way line apprdx;mately 3985 feet to the northwest comer of said 21.22 acre Dudley tract; THENCE Easterly, 2000 feet to the POINT OF BEGINNING and containing 104 acres of land, more or less. TRACT B BEING a 50 foot wide strip of land situated in the C.M. Throop Survey, Abstract No: 1510, Tarrant. County, Texas, and being a portion of that tract of land as described by deed to I.B.M Corporafion and recorded in Volume 7376, Page 1765; County Records, Tarrant County, Texas, said strip of land being more particularly described as follows: COMMENCING at the -southeast comer of said I.B.M tract, said point being in the northerly line of the Howard Dudley tract as recorded in Volume 4888, Page 622, said County Records; THENCE Westerly, 151 feet.aiong the common line between said I.B.M. tract and said Dudley tract to the POINT OF BEGINNING; THENCE Westerly, 45 feet continuing along said southerly line; J..V0C 9713M01%9.1RVl-EGAL%TR1tlG May Z 1997 Page 3 of 2 THENCE Westerly, 1347 feet continuing along said southerly line and the northeriy line of Dove Road to the beginning of a curve to the right; THENCE Northwesterly, 241 feet along said curve and along the boundary line of said I.S.M. tract and the northerly and the easterly line of said Dove Road; THENCE Northerly, 50 feet continuing along the boundary of said I.B.M. tract and the east line of said Dove Road; THENCE Easterly, 50 feet to a line 50 feet east from the boundary line of I.B.M. tract and the east line of said Dove Road; THENCE Southedy, 50 feet along said line 50 feet east from the boundary line of I.B.M. tract and the east line of said Dove tract to the beginning of a curve to the left; THENCE Southeasterly, 162 feet along said curve and continuing along said line 50 feet east of the east and north line of said I.B.M. tract and also the north line of said Dove Road; THENCE Easterly, 1397 feet along a line 50 feet north from the boundary line of said I.B.M. tract and also the north line of said Dove Road; THENCE Southerly, 95 feet to the POINT OF BEGINNING and containing 2 acres of land, more or less. TRACT C BEING a portion of Dove Road which is a 50 foot wide public right-of-way situated in the C.M. Throop Survey, Abstract No. 1510, Tarrant County, Texas, and being more particularly described as follows: BEGINNING at the point where the easterly line of that tract of land described in a Deed to Howard Dudley as recorded in Volume 4888, page 622, intersects the northerly line of said Dove Road; THENCE Southerly, 50 feet, an extension of the easterly line of said Dudley tract to the southerly line of said Dove Road; - THENCE Westerly, northwesterly, and northerly, 3850 feet along the right-of-way line of said Dove Road to the beginning of a curve to the left, said point being 150 feet, more or less, southerly of the north line of said Dudley. tract; THENCE Easterly, across said Dove Road, 50 feet to the easterly line of said road and in the boundary line of said Dudley tract; THENCE Southerly, southeasterly, and easterly, 3825 feet along the line common to said Dudley tract and the right -of --way line of said Dove Road to the POINT OF BEGINNING and containing 4.5 acres of land, more or less. May 2, 1997 ,r:voeW130= c..uatR14-Lc Page 2 of 2 a, _.-1 VIH M: # Property Description of Land Discontinued and Disannexed from the Town of Westlake, Texas !LEN Page $ 07510.0019:02538845.01 EXHIBIT `8' PROPERTY DESCRIPTION ALVIN AND CAROL OIEN This property is comprised of one tract of land (Tract A) and a portion of Dove Road (Tract B) located on the north side of the southern boundary of Dove Road west of the intersection of Dove Road and State Highway 114, west of the intersection of Dove Road and Sam School Road (County Road 3088), and east of the intersection of Dove Road and Precinct Line Road in Tarrant County, Texas, commonly known as 1440 Dove Road, Roanoke, Texas, Zip Code 76262. These tracts of land are generally shown ori -the attached Exhibit W and are further described below. TRACT A ALVIN OIEN, JR. BEING a tract of land situated in the C.M. Throop Survey, Abstract No. 1510, Tarrant County, Texas and being a portion of that tract of land as described in a deed to Alvin F. Olen, Jr. as recorded .in Volume 4181, Page 644, County Records, Tarrant County, Texas and being more particularly described by metes and bounds as follows: BEGINNING at the northwest comer of said Olen tract, being the northeast comer of the tract of land described in a Deed to Dale White, as recorded in Volume 3935, Page 631, said County Records; THENCE Easterly, along the north line of said Olen tract, 825 feet, more or less, to a point 50 feet westerly of -the northeastern comer of said Olen tract; THENCE Southeasterly, along a line which is 50 feet from and parallel to the northeasterly line of said Olen tract, 520 feet, more or less, to the easterly line of said Olen tract; THENCE Southwesterly, along the easterly line of said Oien tract 1083 feet, more or less; THENCE S 28° 25' 33"W to the north line of Dove Road (a 50 foot wide public right-of- way), said point being 150 feet- northwesterly from- the southeastern comer of the Olen Tract; THENCE Northwesterly and Westerly, along the north line of said road 635 feet, more or less, to the west line of said Olen tract; THENCE Northerly along the line common to said Olen and White tracts, 1928 feet, more or less,. to the POINT OF BEGINNING and containing 36 acres of land, more or less. C&B Job No. 971303010 J:W 0 B1971303011S U RILEGAL\tkl 6. LG May 2, 1997 Page 1 of 2. TRACT B BEING a portion of Dove Road which is a 50 foot wide public right-of-way situated in the C.M. Throop Survey, Abstract No. 1510, Tarrant County, Texas, and being more particularly described as follows: BEGINNING at the point where the westerly line of that tract of land described in a Deed to Alvin F. Oien, as recorded in Volume 4181, Page 644, said County Records, Tarrant County, Texas intersects the north line of said Dove Road; THENCE Easterly, said southeasterly 400 feet, more or less, along the north line of said Dove Road; THENCE Southwesterly on a perpendicular line to the north line of said Dove Road to a point on the south line of said Dove Road; THENCE Northwesterly and westerly 420 feet, more or less, along the.south line of said Dove Road to a point where the extension of the westerly line of said Oien tract intersects the south line of Dove Road; THENCE Northerly, on an extension of the westerly line of said Oien tract to the POINT OF BEGINNING and containing 0.5 acres of land, more or less. C&B Job No. 971303010 J:\JOB\9713030lkSUR\LEGAL\TR16.LG May 2, 1997 Paqe 2 of 2 m DEXHIBIT '"A LEASE TRACT n M NUJON Properly Description of Land Discontinued and Disannexed from the Town of Westlake, Texas HUNTRESS Page 8 07510.0014:0253886.0 t Exhlblt B Lease Tract That portion of Tract 2 described In the Deed from Westlake investments, Ltd., to Hillwood/Willow Bend, Ltd., recorded in Volume 11961, Page 1639, Real Property Records of Tarrant County, Texas and at County Clerks filing No. 95-R0027449, Real Property Records of Denton County, Texas (the `Willow Bend Deed"), that Is situated west of the said Carpenter Addition, recorded in Volume 388-117, page 32, Map Records of Tarrant County, Texas and that is not included in the tract described on the attached Exhibit B, SAVE AND EXCEPT a 56 - foot wide strip of land whose centerline is a fine the beginning point of which ties northerly of the southwestern comer of the said Carpenter Addition along the west line of said Carpenter Addition 25 feet and extends in a westerly direction S 8911 31" 39" W 1380 feet. Tract 2 That portion of Tract 4 described in the Deed from JNC Enterprises, Ltd., to Lakeway Land, Ltd., Hiltwood1822, Ltd., and Lakeway Property Company, 'Ltd., recorded in Volume 12625, Page 504, Real Property Records of Tarrant County, Texas and at County Clerks filing No. 9B - R0091249, Real Property Records of Denton County, Texas (the 'JNC DeedO; that is not included in the tract described on the attached Exhibit B. Page 6 Property Description of Land Discontinued and Disannexed from the Town of Westlake, Texas Page S �, ti 07510.00I9:0253860.01 EXHIBIT `B' PROPERTY DESCRIPTION DALE AND WANDA WHITE This property is comprised of one tract of land (Tract A) and a portion of Dove Road (Tract B), said tracts being contiguous, located on the -north side of Dove Road west of the intersection of Dove. Road and State Highway 114, west of the intersection of Dove Road and Sam School Road (County Road 3088), and east of the intersection of Dove Road and Randol Mill Road in Tarrant County, Texas. These tracts of land are generally shown on the attached Exhibit 'A' and are further described below. TRACT A . DALE WHITE BEING a tract of land situated in the C.M. Throop Survey, Abstract No. 1510, and being a portion of that tract of land described in a Deed to Dale White as recorded in Volume 3935, Page 631, County Records, Tarrant County, Texas and being more particularly described as follows: BEGINNING at the northwest corner of said White tract, being the northeast corner of that 83.47 acre tract as described in a Deed to Howard Dudley as recorded in Volume 4888, Page 622, said County Records; THENCE Easterly, 578 feet, more or less, along the north line of said White tract to the northeast comer of said tract, being the northwest corner of that tract of land described in a Deed to Alvin F. Oien, Jr. as recorded. in Volume 4181, Page 644 of said County Records; THENCE Southerly, along the line common to said White and Oien tracts, 1928 .feet, more or less, to the northerly line of Dove Road (a 50 foot wide public right-of-way); THENCE Westerly, along said northerly line, 320 feet, more or less, to the west line of said White tract and the east line of that tract of land described in a deed to Howard Dudley, as recorded in Volume -'4888, Page 622, said County Records; THENCE Northerly, -along the line common to said Write and said Dudley tracts, 1909 feet, more or fess, to the POINT OF BEGINNING and containing 20 acres of land, more or less. TRACT B BEING a portion of Dove Road which is a 50 foot wide public right-of-way situated in the G.M. Throop Surrey, Abstract No. 1510, Tarrant County, Texas, and being more particularly described as follows: C&B Job No. 971303010 �� J:W O BX971303011SU RILEGAL1TR15.LG May 2, 1997 Page 1 of 2 - BEGINNING at the point where the easterly line of that tract of land described in a Deed to Dale White, as recorded in Volume 3935, Page 631, County Records, Tarrant County, Texas, intersects the northerly line of said Dove Road (a 50 foot wide public right-of- way); THENCE Southerly, 50 feet, more or less, an extension of the east line of said White tract to the south line of said Dove Road; THENCE Westerly, 324 feet, more or less, along the south line of said Dove Road; THENCE Northerly, 50 feet, more or less, on an extension of the west line of said White tract to the no7th line of said Dove Road; THENCE Easterly, 320 feet, more or less, along the north line of Dove Road to the POINT OF BEGINNING and containing 0.4 acres of land, more or less. C&B Job No. 971303010y May 2, 1997 Page 2 of 2 EXHIBIT "D" ORDER OF NONSUIT HUNTRESS SUIT EXHIBIT "E" HILLWOOD CONSIDERATION TO FORT NORTH 09/30/98 16:14 PAX 817 224 6060 08/30/98 SPED 10:58 FAX 817 871 0134 HZLLWQ. D DEVELOPMENT CITY A Resolution A1THORMN'G THE CI-fY MANAGER AND THIS C17Y S ATTORNEYS TO SIGN A SIMLEMENT AGREEMENT AND RELATED DOCUMENTS THAT INCLUDE' TH'E K[I GQTIATED TERMS AND CONDIPONS WITH HILLWOOD DEVELOPMENT CORPORATION, THE CITY OF WIi=STLAKE AND OTHERS CONCERNING THE SE7 MEMENT OF LITIGATION RELATE13 TO THE CIRCLE T RANCH AND OTHER EXTRATERRITORIAL JURISDI=ON ISSUES WHEREAS, the City Council of the City of Fort Worth desires to settle certain 11tigation involving tha City of Fort Worth, various Hillwood entities= the Town of Westlake and other parties, such litigation being more specifcsily deseril]ed in Exhibit "I" which Is attached hereto-, and WHEREAS. Hillwood Development Corporation has made specific proposals to the City Caunci! to settle such ritigation; and WHEREAS. the City Council desires to authorize the Battlement of such litigation as herainafter provider; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS: 1. That the City Cduncii hereby authorizes the City Manager, the City Attomay, and the attorneys representing the City in such litigation, to execute ar y and all doc urnents necessary to settle the litigation in substantial compliance with the terms and conditions set forth in the following documents: a) A "Settlement Agreement" that Is attached hereta, marked ahibit "1" and Made a part hereof by reference. bl An 'Agreement to Provide Fort Worth OpPortunity Centel" that is attached hereto, marked Exhibit "2" and made a part hereof by reference. 2- That as further consideration for such settlement, Hillwood Development Corporation shall do the following: a) Convey to the City, at no cost, a tract of land containing approximately 3 acres located at the northeast corner of tho proposed extension of Beach Street and S,H, 170 in the City of Fart Worth, such tract to be used as a site for a fire station and/or other public purposes; MT°Y CSF FORT WORTH 1N 16002 2001 09/30/98 18:14 FAX 817 224 6060 09/30/93 WED 16:58 FAX 817 871 6134 HILL{POOD DEVELOPMENT CITY YGR b) Enter into a Memorandum of Understanding YAth the City concerning the conditions under which the City will agree to executa a Uniform Wholasale Water Contract with the lawn of Westlake, such Memorandum of Undorstending being attached hereto, marked Exhlbit `Y and made a part hereof by reference; o) Reimburse ft City of Fort Worth for Its expenses, Including its reasonable attorney's fees, incurred In connection with the litigatian described In Exhibit mV to which the City of Fort Worth was a party. That the City Council hereby authorizes the City Manager and the City's attomeys to execute any and all documents neceszary to implement the provisioris of Paragraph 2 of this Resolution. S. That the proposed settlement is subject to the execution of final documents acceptable to the City Manager, the City Attorney and the City's attorneys in the litigation, and the City of Fort Worth will not be legally bound until such final documents have been executed. 4A *t: Ity sa retsry r-7 A fl Adopted thlz6&ay of September, 1998 Mayor Waal v� i'viil YY ti ik iii 09/30/98 16:15 FAX 817 224 6060 HILLWOOD DEVELOPMENT U007 AGREEMENT TO PROVIDE FORT WORTH OPPORTUNITY CENTER This AGREEMENT TO PROVIDE FORT WORTH OPPORTUNITY CENTER (this "Agreement") is entered into by the City of Fort Worth, Texas (the "City.") and Hillwood Development Corporation, a Texas corporation ("Hillwood") to be effective the —day of September, 1998_ VMEREAS, the City, together with Hillwood and other private -sector corporate employers, desires to create a new training and life skills development facility that will enhance career opportunities for residents of the City through programming and activities generally described on the attached Exhibit A, which facility will be known as the Fort Worth Opporttinity Center (the "Center"); and WHEREAS, the City and Hillwood desire that the Center will provide a meaningful linkage between Fort Worth region employers and the unemployed, the under -employed and those seeking new opportunities from all segments of the Fort Worth community who are committed to developing or enhancing mazketable work skills, thereby enabling an ever-increasing number of workers to cuter the workplace or to upgrade work skills in order to -take advantage of enhanced employment opportunities; and WF{ER.EAS, the City and Hillwood desire that the Center will be developed, operated and funded by a broad base of regional employers utilizing private funds, and WHEi REAS, Hillwood desires to continue to promote the economic viability of the City by creating the Center upon the terms and conditions set forth in this Agreement; and Page 1 09/30/98 10:10 PAX 817 224 8080 HILLWOOD DEVELOPMENT [Pi 008 VaERTAS, the City endorses the creation of and supports the Center as provided in this Agreement: NOW THEREFORE, for and in consideration of the mutual benefits to be derived from the Center, Hillwood and the City agree as follows: I. Opportunity Center Entity: Hillwood, at its expense, will form an Internal Revenue Code § 501(c)(3) entity (thc "Opportunity Center Entity") that will own and operate the Center pursuant to articles of incorporation and by-laws sinnilar to those attached hereto as Exhibit 13. It is contemplated that the Opportunity Center Entity will be governed by a nine -member board of directors, consisting of six members representing the private sector entities providing financial support for the Center and three members from the general community. Initial members of the board of directors will be asked to commit to serve for a minimum of three years. Hillwood will provide one of its employees to serve on the board of directors. It is contemplated that the Opportunity Center Entity will organize an advisory committee consisting of human r6sources directors of several diverse regional employers, which committee will have the responsibility of establishing and consulting on an on-going basis regarding an operations and training format for the Center and standards of performarare that reasonably can be expected to be achieved as a means of measuring the long-term success of the Center. 2. Site Acquisition: (a) Hillwoad, through its affiliate, Millwood Investment Corporation, has contracted to purchase the real property and improvements commonly known as the former "Anderson Labs" facility, containing approximately 3.6 acres of land and a building of approximately 66,000 square feet, and being more particularly described on the attached Exhibit C (the "Anderson Site's). The purchase price for the Anderson site is approximately $600,000_ Hillwood has completed a satisfactory preliminary due diligence investigation of the Anderson Site except for environmental assessments currently underway. If the environmental assessments do not reveal any environmental �.� Page 2 !43/30/98 16:16 FAX 817 224 6060 HILLWOOD DEVELOPMENT e009 conditions on the Anderson Site that will require material environrnental remediation, Hillwood will (i) purchase the Anderson Site as promptly as reasonably possible (subject to performance of the seller under the contract) in accordance with such purchase contract, and (ii) will convey the Anderson Site, for no consideration and free and clear of all monetary lions (other than the lien for current taxes), to the Opportunity Center Entity. (b) Hillwood acknowledges that: the Anderson Site may not be large enough to accommodate the future needs of the Center, if the Center is successful in meeting financial and training goals. Consequently, Hillwood shall provide for the Opportunity Center :Entity the opportunity, through a separate agreement, to acquire the approximately seven -acre site adjacent to the Anderson Site generally shown on the attached Exhibit D. - (c) If the environmental- assessments of the Anderson Site are not satisfactory to the City and Hillwood, or if Hillwood is unable to close its purchase of the Anderson Site due to the default of the seller under the contract, H.illwood and the City will identify a .mutually acceptable and reasonably comparable alternate site for the Center (the "AIternate Site"), and Hillwood will acquire the Alternate Site (assuming an environmental condition acceptable to the City and Hillwood and performance by the seller thereof) and will convey the Altemate Site to the Opportunity Center Entity in lieu of the Anderson Site. The level of financial commitments of Hillwood set forth in this agreement would apply likewise to the Alternate Site_ 3. Initial XmRrovernents: If the Anderson Site is acquired, Hillwood, at its cost, will refurbish, furnish and equip the existing building as the initial phase of the project, substantially in accordance with the scope description and capital budget reflected on the attached Exhibit E. The cost of the initial phase improvements is estimated to be approximately $800,000. Hillwood will complete such work with due diligence, with an estimated completion date of August, 1999. In the event the Anderson Site is not viable, Hillwood, at its cost, will construct a facility on the Alternate Site that k Mage 3 09/20/96 16:16 FAX 817 224 6060 , - HILL{GOOD DEVELOMMNT X1010 will substantially accommodate the same improvements and scope described as the Initial Improvements and the financial commitment as referenced in paragraph 2(c) above. 4. tither Hillwood Commitments: (a) Planning and Construction Manage m Hillwood, will be responsible for the initial master planning and rnanagement of the construction of the initial phase improvements_ I -Ellwood shall not charge any fee for such services_ (b) Executive Director: Hillwood, will engage a national search firm to identify the most highly qualified candidate to be employed by the Opportunity Center Entity as the executive director for the Center. Ifillwood will pay the placement fees charged by such search f+rzn. The board of directors shall be responsible for decisions relating to evaluating job performance and employment status of the Executive Director. (c) Financial Support- Hillwood will coordinate the endeavor to obtain a broad-based private sector financial support to establish an endowment fixed sufficient to provide funding for the operation of the Center on a long-term basis. The five-year target for the endowment fund is $5,000,000. Hillwood's management of this endowment campaign will allow the Center's executive director to focus primarily on the successful development and management of the operations of the Center rather than on significant fund raising. Hillwood will contribute $100,000 toward this endowment fund It is contemplated that the private sector employers utilizing. the services of the Center will pay appropriate fees to the Opportunity Center Entity, with, the goal that ultimately those fees, together with the earnings from the endowment fund, will be sufficient to fund the on-going costs of operating the Center. (d) Operation and Administration: Attached hereto as exhibit F is a 5 -year annual opmating budget for the Center (the "Operating Sud et") . Hillwood, for a period of five years after the opening of the Center, will fund the difference between (i) operating revenues (primarily generated from training activities or other facility rentals or "N Page 4 09/80/98 18:17 FAX 817 224 6060 HILLIYOOD DEVELOPMENT [doll uses) of the Center and endowment fund revenues, and (ii) the actual operating costs of the Center, up to the budgeted costs amounts reflected in the Operating Budget_ It is anticipated that at the end of the fifth year of operations, the Center's board of directors, after conferring with the City and Hillwood, will evaluate the success of the Center and determine whether or not the Center's prospect for future success is -viable, and if so, develop a strategic business plan for the next five years. If the board determines that the Center should continue operations, and the endowment fund, at that tune, has not reached the above stated five-year target amount at the end of such five-year period, Hillwood, at its election, either will fund the shortfall in such endowment fund or continue to fund operating shortfalls (pursuant to a second five-year budget reasonably approved by Hillwood) up to an aggregate amount after such fifth year of $1,000,000. It is contemplated that the Center's board of directors, following such initial five-year operation period, after conferring with the City and Hillwood, will conduct annual reviews of the Center's operations and results in order to determine whether or not to continue the operation of the Center. (e) Training- During the first five years of operation of the Center, Millwood will coordinate the relationships between the Center and institutions (zeferred in the attached Exhibit A) that will provide the training and employment placement assistance for prospective employees utilizing the Center in order to develop training programs that will be complimentary to programs operated by similar organizations. (f) Publici : Hillwood will publicize the Center and its programs to large employers within the region. S. Ci Commitments: The City shall provide such general support as reasonably possible to enhance the opportunities for success of the Center, it being understood that the City is not making any commitments in this Agreement to furnish any financial support of the Center. Specifically, the City will incorporate into its overall economic development strategies support of the Center's activities and funding by those Page 5 U9/30188 18:17 FAX 817 224 8080 HILL{900D DEVELOPMENT 0012 seeking to participate in economic development incentive programs sponsored by the City. 6. miscellaneous: (a) This Agreement shall be governed by the laws of the State of Texas, may not be amended except pursuant to a document signed by both the City and Hillwood, and may not be assigned by either party without the consent of the other party. Venue for any litigation pertaining to this Agreement will be in Tarrant County, Texas. (b) This Agreement is being executed as part of the consideration to the City relative to the settlement of the pending jurisdictional dispute with the 'town of Westlake, Texas_ EXECUTED TO BE EFFECTIVE AS OF THE DATE FAST ABOVE W)3=N FTillwood Development Corpormtiun By= _ Title: The City of Fort Worth., Texas By: Title: ti Page 6 09/30/98 18:17 F'AI 817 224 6060 HILLIVOOD DEVELOPMENT X013 EXHIBIT A FORT WORTH OPPORTUNITY CENTER concept: Hillwood Development Corporation will act as the master planner and developer of a state-of-the-art training and life skills development facility on the southeast side of Fort Worth through the development of a greenfield project and the rehabilitation of an existing facility. While Fort Worth has experienced remarkable economic growth, not all segments of its population. have shared in that prosperity. The training and life skills ` campus, called the Tort Worth Opportunity Center, will insure that those citizens of Fort Worth are prepared for the jobs of the 2191 Century and have the opportunity to achieve economic self-sufficiency and productive careers. Drawing on the experience of the A114mce Opportunity Center, the new Fort Worth Opportunity Center will combine the efforts of both the private and public sector. The Fort Worth Opportunity Center will connect corporations with employment needs and inner city job candidates- The Opportunity Center will provide on-site training in areas such as computer skills, materials handling, semiconductor manufacturing, child care and other customi.2:ed programs to meet the needs of candidates and employers. Additionally, the Opportunity Centro will offer personal development courses in areas such as personal finance in order to assist the candidates in balancing the challenges of managing a career and a family - Project Description: The first phage of the Fort Worth Opportunity Center will be comprised of a multi- purpose building that will house the following: • Administrative Offices a Iraformation Center • Classroom Space • Computer Lab • Manufacfuring Training Lab Future phases of the campus development may include: • Child Development Center Personal Development Center • Simulated Assembly / Manufacturing Space • Interim I Permanent Housing FWOC - CONC ME - FXH14IT A 11 VU. �Vi ra tts ; 1'! FAX 2317 1L4 t306U HILLWOOD DEVELOPMENT [a 014 EXHIBIT A Services Provided: + Training Education and Assessment • Linking Employers and Job Candidates • Information Services Prenatal and Childhood Development Services • Transportation Exam le Program Participant: The port Worth Opportunity Center will specifically target services and training for those individuals in the Fort Worth community who are considered to be in high risk categories or are considered to be under -served at the current time_ The Opportunity Center will provide on siti, a full range -of services to the community through its partnerships with service and training providers. A typical participant would either be contacted directly by outreach efforts of the center and its partners or come into the information center on campus. After an introduction of services and training opportunities, time will be spent identifying the client's goals and needs. Training candidates will be matched with job openings and training programs associated witli those openings. In addition, trainees' personal issues will be addressed - Goals include: Linking participants with compensation and benefits while they are Ieaming Providing job placement prior to training completion • Providing education services to participants aimed at creating stronger families and addressing early cluldhood development issues • Addressing participants' housing and transportation needs FWOC - CONCEPT - EXHIBIT n 09/30/98 16:18 FAX 817 224 6060 HILLiY00D DEVELOPMENT 015 BXHTB IT B ARTICLES OF INCORPORATION OF FORT WORTA OppORTUNITY CENTER I, the undersigned natural person, being of the age of eighteen (18) yews or more, acting as incorporator of a corporation pursuant to section 3.01. of the Texas Nora Profit Corporation Act, do hereby adopt the following Articles of Incorporation for such corporation. ARTICLE ONE' The name of the corporation is FORT WORTH OPPORTUNITY CENTER - ARTICLE TWO The corporation is a nom profit coxpomtioa. ARTICLE TMIEN The Corporation is to have perpetual existence. ARTICLE FOUR - 1. The Corporation is organized and shall be operated exclusively for charitable purposes (which sbail be deemed to include religious, charitable, scieutificy literary or educational purposes, or the prevention of cruelty to children or aninWs, withiu the Meming of those terms as used in section 501(c)(3) of the Internal Revenue Cade or the corresponding provisions of any subsequent federal tax law (the "Cole") and under the taws of the state of Texas); .end, subject to such limitations and conditions as are or may be prescribed by law, to exercise such other powers which now or hereafter may be conferred by law upon a corporation organized for the purposes hereinabove set forth, or necessary or incidental to the powers so conferred, or conducive to the attainment of the above -stated purposes of the Corporation. 2_ Notwithstanding any other provision of these Articles of Incorporation, the Corporation shall neither have nor exercise any power, nor shall it engage directly or indirectly in any activity, that would invalidate its status as a corporation (a) which is exempt frorn federal in�orne taxation as an, organization described in section 501(c)(3) of the Code, or (b) contributions to which arc deductible from taxable income under section 170(e)(2) of the Code. om oo_oo 100:0375374.01 — --- Vol �V• na in:b r'x 817 124 tiuCsu_ HILLiVOOD DEVELOPMENT 01.6 EXHIBIT B 3, Ln furtherance of its purposes as aforesaid. the Corporation shall have all of the pouters enumerated in Article 2.02 of the Texas Non -Profit Corporation Act. ARTICLE FIFE The street address of the, initial registered office of the Corporation is . and the name of its initial registered agent at such address is ARTICLE SIX 1. The number of directors and the method of their appointment shall be determined by the Bylaws ofthe, Corporation, and shall be subject to change from time to time as the Bylaws may be amended. The nw ber of directors shall never be less than three (3). 2. The number of directors constituting the initial Board of Directors of the Corporation is and the naines and addresses of the persons who are to serve as the initial directors are: NameAddress 3.- The members of the Board of Directors shall serve without comp=sation, and no member of the Board of Directors shall receive any pecuniary benefit from the Corporation except reimbursement for actual expenses incurred in connection with the, business of the Corporation and indemnif cation in the manner and to the extent provided in Article Twelve and the bylaws of the CorpomtiorL 4. The Corporatian, shall indemnify its directors to the -fullest extent provided by law. ARTICLE SEVEN The name and street address of the incorporator are: Name Address ARTICLE EIGHT The Corporation shall have no rnernb(,'rs- 11 2 i� 2,41A vdr c4.;x VVUV hiLLWUUV DhVELUP31ENT° [[x0.17 EXHIBIT B ARTICLE NINE The initial Bylaws of the Corporation shall be adopted by the Board of Directors, and the power to alter, amend or repeal the Bylaws or adopt new Bylaws shad be vested in the Board of Directors. ARTICLE TEN .Anything in. these Articles of Incorpomtion to the contrary notwithstanding, all or any part of these Articles of IncoTpora.tion may be amended from time, to time only upon the affirmative vote of a majority of the directors present at any meeting at which there is a quorum; provided, however, that no amendment will be made which will cause the Corporation to cease to lac an organization described in section 501(c)(3) of tho Code. ARTICLE ELEVEN , 1. The Corporation is not organized for pecuniary profit, nor shall it have any power to issue certificates of stock or declare dividends. The balance, if any, of all money and other assets received by the Corporation from its operations, after the payment in -full of all debts and abligations of the Corporation of whatever kind and nature, shall be -used and distrr`buted exclusively for carrying out only the putposes of the Corporation as particularly set forth in Article Four. 2. The directors of the Corporation shall comply with the notice requirements contained in sectioal 508(a) of the Code, 3. No part. of the net earnings of the Corporation shall inure or be payable to or for the benefit of any private individual, including the Corporation'.s directors and omcers, kept that the Corporation &ball be authorized and empowered to pay reasonable- compensation for services rendered, to make payments and distributions in furtherance of the purposes set forth in Article Four, and to isidemnify officers and directors as provided in Article Twelve and in the Bylaws of the Corporation.. 4. No substantial part of the activities of the Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation; nor shall it in any manner or to any extent participate in, or intervene in (including the publishing or distributing of statements), any political campaign on behalf of any candidate for public office; nor shall the Corporation engage in any activities that are unlawful under applicable federal, state or local laws. 5. The Corporation shall not operate for the primary purpose of carrying on a trade or business for profit- -- _�..•�.n VAA Ul!_LL% anon _ H1LLWOOD DEVELOPMENT EA EXHr$IT B 6. Upon the dissolution of the Corporation, assets shall be, distributed for one or more exempt purposes within the meaning of section 501(c)(3) of tho.Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the f"ederai government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the Corporation is thou located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes. 7. A contribution or gift, made by a corporation to the Corporation shall be used by the Corporation for charitable purposes solely within the United States or its possessions. 8. The Corporation shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by section 4942 of the Internal Revenue Code. 9. The Corporation shall not engage in any act of self' -dealing as defined in section 4941(d) of the Internal Revenue Code. 10. no Corporation shall riot retain any excess business holdbags as defm d In section 4943 (c) of the internal Revenue Code. 11. The Corporation shall not make any investments in such planner as to subject it to tax under section 4944 of the Internal Revenue Code. ` 12. The Corporation shall not make any taxable expenditures as defined in. section 4945(d) of the Internal Revenue Code. ARTICLE TWELVE L No director of the Corporation shall be liable to the Corporation or its other directors for monetary damages (other than, taxes, penalties and expenses of correction as - described in Treas, Reg. § 53.4941(d)2(f)(3)) for an act or omission in the director's capacity as a d4retor, except that this -article does not eliminate or limit the liability of a director to the extent the director is found liable for an act or omission which is: A. a breach of the director's duty of loyalty to the Corporation or its directors; B. arc act or omission not in good faith that constitutes a breach of duty of the director 'to the Corporation or an act or omission that involves intentional misconduct or a knowing violation of the law; C. a transaction from which the director receives an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director's off -ice; or 4 09/30/98 16:19 FAX 817 224 6060 HILLWOOD DEVELOPMENT 019 EXHBXT B D. an act or omission for which the liability of a director is expressly provided by an applicable statute. 2, The Corporation shall indemnify a person who was, is or is threatened to be made a named defendant or respondent in a preceeding because the person was or is a director of the Corporation to the fullest extent allowed by, and in accordance with, the terms and provisions of section 2.22A of the Texas Mon -Profit Corporation Act (as arnerlded and in effect from time to time), including, but not limited to, the indermn.ifications provided by Sections B, Fi I, 1 -Md K. thereof, For purposes of this paragraph 2 of this Article Twelve, "director" shalt mean any Person who is or was a director of the Corporation and any person who, while a director of the Corporation, is or was serving at the request of the corporation as a director, ofcer, partner, venturer, proprietor, trustee, employee, went or similar functionary of another foreign or domestic cozpomdon, partnership, Joiut venture, sole proprietorship, trust, employee benefit plan or other enterprise. 3. This Article I\Velve shall be deemed to incorporate by reference any future amendments to applicable law that further limit or eliminate the personal liability of directors, or provide for the indemnification of directors by the Corporation_ 4_ Any repeal or modification of all or pari of this Article Twelve by the directors of the Corporation shall not adversely affect any right or protection of a director of the Corporation Pxhfmg at the time of such repeal or motlification. 1998. IN WITNESS PREOP', I have hereuuto set my hand, this — day of FORT WORTH DPPOR UNTI Y CENTER By,, Incorporator VV/1)U/U6 16:19 FAX _817 224 6060 HILLWOOD DEVELOPMENT X1020 EXHTBIT B BYLAWS OF FORT WORTH OPPORTUNITY CENTER ARTICLE I Offices Section 1. The registered office shall be located in. the City of Fort Worth, County of Tarrant, State of Texas. Section 2. The corporation may also have offices at such other places, either within or without the State of Texas, as the board of directors may from time to time determine or as the _. business of the corporation may require. ARTICLE II Directors Section 1. The affairs of the corporation shall be managed by the board of directors in accordance with these bylaws, the Texas Non -Profit Corporation Act (the "A. e') and the corporation's articles of incorporation, as amended from time to time. Section 2. The number of directors of the corporation shall be at least three (3), or such other number as determined from time to time by resolution of the board of directors or as stated in the corporation's articles of incorporation_ The directors shall be appointed as provided in Section 3 of this Article, and each director appointed shall hold office fvr _ L__) years and until his successor is elected and qualified. Each director shall serve until the end of his or her term of office or, if earlier, until his or her death, resignation, retirement, disqu.ali.fication or removal from office. Directors need not be residents of the State of Texas. The number of directors may be increased or decreased froth time to time, but no decrease shall have the effect of shortening the term of any incumbent director. Section 3. (a) Vacancies in the board of directors shall exist if either of the following events occurs: (1) a director dies, resigns or is removed from office; or (2) the authorized number of directors is increased; or (3) a director's term of office ends in accordance with Section 2 of this Article. The board of directors may declare vacant the office of a director in any of the following cases: (a) if such director is adjudged incompetent by an order of court, if a guardian or other personal representative of such director is appointed by a court, or if two licensed doctors of medicine each affirm in a written instrument signed by such doctor that he or she, has examined such director, and has concluded, based upon such examination, that such director is unable to 00750U.00100=03753 R2.01 uar svi au 1ti - L0 FAX 81.7 224 6060 HILLIVOOD DEVELOPMENT 1021 EXHIBIT B discharge his or her duties as director; (b) if such director is finally convicted of a felony; or (c) if within sixty (60) days after notice of such director's appointment, he or she does not accept the office either in writing or by attending a meeting of the board of directors. (b) Any vacancy occurring iii a position on the board of directors shall be filled by a majority of the remaining directors then serving. (c) If the board of directors accepts the resignation of a director tendered to take effect at a future time other than the time at which his or her term would otherwise expire, the successor to such clirector may be, selected in accordance with above paragraph (b), to take office when the resignation becomes effective. A director appointed to fill a vacancy that exists for any reason other than the end of his or her successor's term of office in accordance with Section 2 of this Article shall be appointed to the unexpired term of his or her predecessor in office. (d) Any director may be removed, with or without cause, at any time by the affirmative vote of two-thirds of the authorized number of directors_ Meetings of the Board of Directors . Section 4. Meetings of the board of directors, regular or special, may be held either within or without the State of Texas. Any regular or special meeting is valid, wherever held, if held on written consent of all members of the board of directors given either before or after the meeting and filed with the secretary of the corporation. _ Section 5. A regular annual meeting of the board of directors shall be held on the first Monday of _ of each year at such place as shall be, fixed by notice from the chairman of the board, and no notice of such meeting shall be necessary to the newly appointed directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure to fix the titin and place of such regular annual meeting of the newly elected board of directors, or in the event such meeting is not held at the time and piaae so fixed, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors. Section 6. Except as otherwise provided in Section 5 of this Article, regular meetings of the board of directors may be held without notico at such time and at such place as shall fror-n time to time be determined by the board of directors. Section 7_ Special meetings of the board of directors may be called by the president and shall be called by the secretary on the written request of at least two (2) directors. Written notice of special meetings of the board of directors shall be given personally, or sent by mail or by other form of written eornmunication, to each director at least five (5) days before the date of �thc meeting_ Except as set forth in Article VI hereof, neither the business to be transacted at, nor the purpose of, any regular -or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting. 007500-001 40:03753 57.0 1 08/30/98 18;24 FAX 817 224 6060 _ HILLWOOD DEVELOPMENT I Oz2 F_XMBTT B action $. A majority of the authorized number of directors shall constitute a quorum for the transaction of business, and the act of the majority of the directors present at a meeting duly held at which a quorum is present shall be the act of the board of directors, unless a greater number is required by law or the articles of incorporation or as otherwise set forth in these bylaws. Each director present at a meeting will be, deemed to have assented to any action taken at the meeting, unless his or her dissent to the action is entered in the minutes of the meeting, or unless the director shall file his or her written dissent thereto with the secretary of the meeting or shall forward such dissent by certified mail to the secretary of the corporation immediately after such meeting. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorinn shall be present_ At such adjourned meeting at which a quorum shall be present, any business may be transacted which alight have been transacted at the meeting as originally notified and called. Section 9, Any action required or permitted to be taken at a meeting of the board of directors or any committee thereof may be taken without a meeting if a consent in writing, setting forth the action taken, is signed by all of the members of the board of directors or the committee, as the case may be, and such consent shall have the same force and effect as a unanimous vote at a meeting. Subject to the provisions required herein for notice of meetings, members of the board of directors or of any committee designated by the board of directors may participate in and hold a meeting of such board or committee by means of conference by telephone or simiRT communications ;equipment such that all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 9 shall constitute presence in person at such meeting, except where a person participates in a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Committees of Directors Section 101. The board of directors, by resolution adopted by a majority of the full board, may designate from among its members one or more committees, each of which, to the extent provided in such resolution, shall have and may exercise all of the authority of the board of directors, except that no such committee shall have the authority of the board of directors in reference to: amending -.the articles of incorporation; approving a plan of merger or a plan of consolidation with another corporation; authorizing the sale, lease or exchange of all or substantially all of the property and assets of the corporation otherwise than in the usual and regular course of its business; authorizing a voluntary dissolution of the corporation or a revocation thereof, adopting a plan for the distribution of the assets of the corporation; amending, altering or repealing the bylaws of the corporation or adopting new bylaws of the corporation; filling vacancies in the board of directors or any such committee; filling any dirmforship to be filled by reason of an increase in the number of directors; electing or removing officers of the corporation or members of any such committee, fixing the compensation of any member of such committee; altering or repealing any resolution of the board of directors that, by its terms, provides that it shall not be,so amendable or repealable; or taking any action outside the scope of authority delegated to it by the board of directors. Vacancies in the membership of any such 007500.00100-0375382,0 l 09/30/98 18.20 FAX 817 224 6060 _._. HILLWOOD DEVELOPMENT 2023 EXHIM B committee shall be filled by the board of directors at a regular or special meeting thereof Any such committee shall keep regular minutes of its proceedings and report the same to the board of directors when required. The designation of a committee of the board of directors and the delegation thereto of authority shall not operate to relieve the board of directors, or any member thereof, of any respor►sibility imposed by law. Each director shall be deemed to have assented to any action of a committee, unless he or she shall, within seven (7) days aiier receiving actual or constructive notice of such action, deliver his or her written dissent thereto to the secretary of the corporation. Members of any such committee shall serve at the pleasure of the board of directors_ Camperxsation of Directors Section Il _ The directors may be paid their expenses, if any, of attendance at each Fneetirag of the board of directors. Directors as such shall not receive any compensation for their services, but nothing herein shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be paid their expenses, if any, of attendance at committee meetings. Chairman of the Board action 12, The board of directors may, in its discretion, choose a chairman of the board who shall preside at meetings of the directors and shall be an ex officio member of all standing committees. The chairman of the board shall have such other powers and shall perform such other duties as shall be designated by the board of directors. The chairman of the board shall be a member of the board of directors, but no other officers of the corporation need be a director. The chairman of the board shall serve until his or her successor is chosen aaad qualified, but may be removed at any time by the affix native vote of a majority of the board of directors_ ARTICLE III Notices and Requests cation 1. Notices and requests to directors or officers shall be in writing and delivered personally or by telecopy or mailed to the directors or officers at their addresses appearing on the books of the corporation_ Notice or request by mail shall be deemed to be given and received when deposited in the Uzlited States avail, addressed to the addressee at his or her address as it appears on the records of the corporation, with adequate postage thereoaa prepaid; notice or request by personal delivery or telecopy shall be decaned to be given and received at rhe time when same shall be actually received by the person to whom addressed. Notices and requests to directors and officers may also be given by telegram, and shall be deemed delivered when same shall be deposited at a telegraph office for transmission and all appropriate fees therefor have been paid. Section 2. Whenever any notice is required to be given to any director under the provisions of any statute or of the articles of incorporation or of these bylaws, a waiver thereof in writing signed by the person or persons eaititled to such notice, whether before or after the time stated therein, shat br.. eq„ivalent to the giving of such notice. 4 007500.001U0:0375382.01 Of? 30/L IU:11 FAX 817.,224 6060 11ILUVOOD DEVELOPIUNT Ia024 DGEBIT B action 3. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. ARTICLE IV Officers Section 1. The officers of the corporation shall consist of a president and a secretary and may also consist of one or more vice-presidents, a treasurer and such other officers as may be elected or appointed by the board of directors_ Any two or more offices may be held by the same person, except the offices of president and secretary. Section 2_ The board of directors, at its annual meeting, shall choose a president and a secretary and may choose one or more vice-presidcnts, a treasurer and such other officers as it deems appropriate, none of whom need be a member of the board of directors_ action 3. Such other officers and assistant officers and agents as may be deemed necessary may be, elected or appointed by the board of directors to hold office for such period, have such authority and perform such duties as are provided by the bylaws or as the board of directors may determine. Section 4_ The salaries of all officers and agents of the corporation shill be fixed from time to time by the board of directors. Section 5. Bach officer of the corporation shall hold office until he or she shall resign or shall be removed or otherwise disqualified to serve, or his or her successor shall be chosen and - qualified. Any officer or agent may be removed by the board of directors, with or without cause, whenever in its judgment the best interest of the corporation, will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise shall be filled by the board of directors. The President Section G. The president shall be the chief executive officer of the corporation, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect. In the absence of the chairman of the board or in the event the board of directors shall not have'designated a chairman of the board the president shall preside at meetings of the board of directors_ Section 7. The president shall execute bonds, mortgages and other contracts, except where the execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. 007500.00100:0375392.01 uai3U/U6 16:21 FAX 817 224 6060 HILLIVOOD DEVELOPMENT [a 025 EXHIBIT B TheVice presidents Section 8. The vice presidents, in the order of their seniority, or otherwise, as determined by the board of directors, shall, in the absence'or disability of the president, perform the. duties and exercise the powers of the president. They shall perform such other duties and have such other powers as the board of directors shall prescribe. The SecretaEy and Assistant Secretaries ection 9. The secretary shall attend all meetings of the board of directors and record all the proceedings of the meetings of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees, when required. The secretary shall give, or cause to be given, notice of special meetings of the board of directors, and shall perform suy13 other duties as may be prescribed by the board of directors or president, under whose supervision the secretary shall serve. Section 10. The assistant secretaries, in the order of their seniority, or if there be none, the treasurer, acting as assistant secretary, or otherwise, as determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary. They shall porform such other duties and have such other powers as the board of directors may from time to time prescribe. The Treasurer and Assistant Treasurers Section 11- The treasurer shall have custody of the corporate foods and securities and shall keep full and accurate accounts of receipts and disbursements iii books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the hoard of directors. Section 12. The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors at its regular mectings or when the board of directors so requires an account of all his or her transactions as treasurer and of the financial condition of the corporation - Section 13. If required by the board of directors, the treasurer shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his or her office and for the restoration to the corporation, in case of the treasurer's death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the treasurer's possession or under his or her control belonging to the corporation. Section 14. The assistant treasurers, in the order of their seniority, or otherwise, as determined by the board of directors, or the secretary acting as assistant treasurer shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer - 6 007500.00100:03753 82-01 09/30/98 16;22 FAX 817 224 606,0 HILL}MOOD DEVELOPMENT 026 EXHIBIT B They shall perform such other duties and have such other powers as the board of directors may from time to time prescribe. ARTICLE V General Provisions Section I. The board of directors may authorize and the corporation may make distributions, subject to any restrictions in the articles of incorporation and limitation$ set forth in the Act. Except as otherwise specifically provided herein, the board of directors shall make no distribTition that inures to the benefit of any disqualified person (within the meaning of Section 4446(a) of the Internal Revenue Code of 1986, as amended (the "Code")). Section 2.. The board of directors may by resolution create a reserve or reserves out of surplus or designate or allocate any and all of its surplus in any manner for any proper purpose or purposes, aTnd may increase, decrease or abolish any such reserve in the same manner. Section 3. The board of directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation. The board of directors may make gif s- and give charitable contributions that are not prohibited by statute, these bylaws, the articles of incorporation and any requirements for maintaining the corporation's federal and state tax status. Section 4. The board of directors may authorize any officer or officers; or agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances, including, without limitation, contracts for administrative and other services in furtherance of the exempt purposes of the corporation. ection 5. Al1 checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable to the corporation shall be signed or endorsed by such officer or officers or such other person or persons as the board of directors may from time to time designate. ' Section 6. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the board of directors may select. Section 7. The fiscal year of the corporation shall be fixed by resolution of the board of directors_ Section 8. The corporate seal, if any, shall have inscribed thereon the name of the corporation, and be in a form approved by the board of directors. The seal may be used by causing it or a facsimile tlicreof to be impressed or affixed or in, any other manner reproduced. 007500.00100:0375382,01 09/30/99 16:22_ FAX 817 224 6080 HILLIVOOD DEVELOPMENT 2027 EXI-RBIT Section 9. The corporation shall - keep correct and complete books and records of account aiid shall also keep at the registered or principal office of the corporation a record giving the names and addresses of the directors entitled to vote. All books and records of the corporation may be inspected by any director, or his or her agent, accountant or attorney, for any proper purpose at any reasonable time. ARTICLE VI Amendment of Bylaws Section 1. The board of directors may amend or repeal tbese bylaws, or adopt new bylaws at any regular meeting of the board of directors or at any special meeting of the board of directors if notice of such amendment, repeal or adoption of new bylaws is contained in the notice of such meeting_ No amendment may be made to these bylaws which would alter the corporation's purposes as stated in the articles of incorporation, as amended from ti:rne to time, or which would cause; any benefit, other than reasonable compensation as determined under Section 12 of Article 11 or Section 4 of Article IV, to inure to auy person who has a personal or private interest in the activities of the corporation. ARTICLE MY Indemnification of Officers and Directors Section 1. As utilized in this Article, the following terms shall have the meanings indicated: (1) "Corporation" includes any domestic or foreign predecessor entity of the corporation in a merger, consolidation or other transaction in which the liabilities of the- predecessor hepredecessor are transferred to the corporation by operation of lave and in any other transaction in which the corporation assumes the liabilities of the predecessor but does not specifically exclude liabilities that are the subject matter of this Article. (2) "Director" means any person who is or was a director of the corporation and any person who, while a director of the corporation, is or was seining at the request of the corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise. (3) "Expenses" include court costs and attorneys' fees. (4) "Official capacity' means: (i) when used with respect to a director, the office.of director in the corporation, and (ii) when used with respect to a person other than a director, the elective or appointive office in the corporation Held by the officer or the employment or agency -\reIationslup undertaken by the employee or agent on behalf of the corporation, but notwithstanding any provision hereof to the contrary, "official capacity" as defined in both 007500.00100;03753 R.01 ua✓ ou.�� moo: �J Ynx 417_ 1J.x4 rauUu w HILLNOOb DEVELOPMENT U028 ti EXHIBIT B (i) and (ii) above does not include service for any other foreign or domestic corporation or any partnership, joint venture, sale proprietorship, trust, employee benefit plan or other enterprise. (5) "Proceeding„ means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding and any inquiry or investigation that could lead to such an action, suit or proceeding. Section 2. The corporation shall indemnify a person who was, is or is threatened to be made a named defendant or respondent in a proceeding because the person is or was a director only if it is determined in accordance with Section G of this Article that the person: (1) conducted himselfor herself in good faith; (2) reasonably believed: (a) in the case of conduct in his or her official capacity as a director of the corporation, that his or her conduct was in the corporation's best interests, and (b) in all other cases, that his or her conduct was at least not opposed to the coTporation's best interests; and (3) in the case of any criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful. Section 3. A director shall not he indemnified by the corporation as provided in Section 2 of this Article for obligations resulting from a proceeding: (1) in whicb the director is found liable on the basis that personal benefit was improperly received by hirn or her, whether- or not the benefit resulted from an action taken in the person's official capacity; or (2) in which. the person is found liable to the corporation, except to the extent permitted in Section, 5 of this Article. S. ection 4 The termination of a proceeding by judgment, order, settlement or conviction or on a plea of nolo contendere or its equivalent is not of itself determinative that the person did not meet the requirements set forth in Section 2 of this Article. A person shall be deenied to have been found liable in respect of any claim, issue or matter only after the person shall bavo been so adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom. Section 5. A person may be indemnified by the corporation as provided in Section 2 of this Articlo against judgments., penalties (including excise and similar taxes), fines, settlements and reasonable expenses actually incurred by the person in connection with the proceeding; but if the person is found liable to the corporation or is found liable on the basis that personal benefit was improperly received by the person, the indemnification (1) is limited to reasonable expenses actually incurred by the person in connection with the proceeding, and (2) shall not be made in respect of any proceeding hi which the person shall have been found liable for willful or intentional misconduct in the performance of his or her duty to the corporation_ Section A determination of indemnification under Section 2 of this Article must be made: (1) by a majority vote of a quorum consisting of directors who at the time of the vote are not named defendants or respondents in the proceeding; (2) if such a quorum cannot be obtained, by a majority vote of a committee of the board of directors, designated to act in the natter by a majority vote of all directors, *consisting solely of two or more directors who at the time of the vote are not named defendants or respondents in the proceeding; or (3) by special legal counsel 9 aa7500_00100:0375382,01 M23 PAX 817 224 0060 IITLLIVOOD DEVELOPMENT IM029 EXHIBIT B selected by the board of directors or a committee of the board of dirsciors by vote as set forth in subsection (1) or (2) of this Section 6, or, if such a quorum cannot be. obtained and such a cornmittee cannot be established, by a majority vote of all directors. Section 7. Authorization of indemnification and determination as to reasonableness of expenses must be made in the same manner as the determination that indemnification is permissible, except that if the determination that indemnification is permissible is made by special legal counsel, authorization of indemnification and determination as to reasonableness of expenses must be made in the manner specificd by subsection (3) of Section 6 of this Article for the selection of special legal counsel. Notwithstanding the preceding sentence, a provision contained in the articles of incorporation, the bylaws, a resolution of directors or an agreement that makes mandatary the indemnification described in Section 2 of this Article shall be deemed to constitute authorization of indeznnification in the malaner required herein, even though such provision may not havc been adopted or authorized in the same manner as the determination that . indemnification is permissible. SLction 8. The corporation shall indemnify a director against reasonable expenses incurred by such director in connection with a proceeding in which be or she is a named defendant or respondent because he or she is or was a director if the director has been wholly successful, on the ruerits or otheirxise, in the defense of the proceeding. Section 9. If, upon application of a director, a court of competent jurisdiction dett,rinines, after giving any notice the court considers necessary, that the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not he or she has met the requirements set forth in Section 2 of this Article or has been found liable in the circumstances described in Section 3 of this ,Article, the corporation shall indemnify the director to such f i ther extent as the court shall determine; but if the person is found liable to the corporation or is found liable on the basis that personal benefit was improperly received by the person, the indemnification shall be limited to reasonable expenses actually incurred by the person in connection with the proceeding. Section 10. Reasonable expenses incurred by a director who was, is or is threatened to be made a named defendant or respondent in a proceeding may be paid or reimbursed by the corporafion in advance of the final disposition of the proceeding and without the determination specified in Section 6 of this Article or the authorization or determination specified in Section 7 -of this Article, after the corporation receives a written affirmation by the director of the director's good faith belief that he or she has met the standard of conduct necessary for indemnification under this Article and a written undertaking by or on behalf of the director to repay the amount paid or reimbursed if it is ultimately determined that the director has not met that standard or it is ultirn?tely deterMined that indemnification of the director against expenses incurred by him or her in connection with that proceeding is prohibited by Section 5 of this Article. A provision contained in the articles of incorporation, these bylaws, a resolution of the directors or an agreement that makes mandatory the payment ar reimbursement permitted under this Section shall be deemed to constitute authorization of that payment or reimbursement, 10 007500.00100.03753 82,01 "�•�u'�'� ib:23.FAX 817 224 6060 HILLWOOD DEVELOPMENT 430 EXMBIT B ectiozl 11. The written undertaking required by Section 10 of this Article must be an gwneral obligatior_ of the director bat need not be secured. It maybe accepted without reference to financial ability to make repayment. Section 12. Notwithstanding any other prevision of this Article, the corporation may pay or reimburse expenses incurred by a director in connection wilt his or her appearance as a witness or other participation in a proceeding at a time when the director is not a named defendant or respondent in the proceeding_ Section 13_ An officer of the corporation shall be indemnified by the corporation as and to the same extent provided by Sections 8 and 9 of this Article for a director and is entitled to seek indemnification under those Sections to the same extent as a director. The corporation may indemnify and advance expenses to an officer, employee or agent of the corporation to the same extent that it may indemnify and advance expenses to directors under this Article_ ection 14_ The corporation may indemnify and advance expenses to persons who are riot or were not officers, employees or agents of the corporation but who are or were serving at the request of tb,; corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise to the same extent that it may indemnify and advance expenses to directors under this .Article. Secti©u 1515. The corporation may indemnify and advance expenses to an officer, employee, agent or person identified in Section 14 of this Article and who is nota director to such fiuther extent, consistent with law, as may be provided by the articles of incorporation, these bylaws, gem:ral or specific action of the board of directors or contract or as permitted or required by common. law. Section 1 . The corporation may purchase and maintain insurance or another arrangement on behalf of any person who is or was a director, officer, employee or agent of the corporation or who is or was serving at the request of the corporation as a director, officer, partner, venturer, proprietor, trastee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, against any liability asserted against him or her and incurred by him or her in such a capacity or arising out of his or her status as such a person, whether or not the corporation would have the power to indemnify the person against that liability under this Article. Without hinting the power of the corporation to procure or maintain any kind of insurance or other arrangement, the corporation may, for the benefit of persons indemnified by the corporation: (1) create a trust fund; (2) establish any farm of self-insurance; (3) secure its indemnity obligations by gr;int of a security interest or other lien on the assets of the corporation; or (4) establish a letter of credit, guaranty or surety arrangement_ The insurance or other arrangement may be procured, maintained or established within the corporation or with any insurer or other person dLemed appropriate by the board of directors, regardless of whether all or part of the stock or other sccurWes of the. insurer or other person are owned in whole or part by the corporation_ In lthe absence of fraud, the judgment of the board of directors as to the terms and conditions of the insurance or other arrangement and the identity of the insurer or other person participating in an - 11 007500,00 100:03753 82.01 u}�i�uiau ��i:?4 gA 817, 224 6060 HILLWOOD DEVELOPRENT 1@031 EXHIBIT B arrangement shall lie conclusive, and the insurance or arrangement shall' not be voidable and shall not subject the directors approving the insurance or arrangement to liability, on any ground, regardless of whether directors participating in the approval are beneficiaries of the insurance or arrangement. Section 17. For purposes of this Article, the corporation is deemed to have requested a director to serve an employee benefit plan whenever the performance by the director of his or her duties to the corporation also imposes duties on or otherwise involves services by the director to l:h-, talar} or participants or baneficiaries_ of the plan. Excise taxes assessed oD a director with respect to azo employee bieriefit plan pursuant to applicable law are dcexnod fines. Action taken or omitted by the director with respect to an employee benefit pian in the performance of his or her duties or for a purpose reasonably believed by the director to be in the interest of the participants and beneficiaries of the plan is deemed to be for a purpose which is not opposed to the best interests of the corporation_ Section 18_ The coverage of any liability insurance purchased by the corporation pursuant to Article VII, Section 16 may include coverage for the inderrnifiable expenses described clsewl-iere in Article VII, as well as judgments, fines, settlem.e:nts, penalties, taxes and expenses of correction, including such expenses as may be related to taxes, penalties and expenses of correction imposed under Chapter 42 of the Code_ However, if coverage for judgments, fines, settleanents, penalties, taxes and expenses of correction is included in any liability insurance so purchased by the corporation, the corporation shall request the insurance carrier from whon7 such insurance is purchased to furnish the corporation with the portion of any insurance premiuiq payable that is attributable to such coverage for judgments, fines—settlements, penalties, taxes and cxpenses of correction. That portion of such premium as is so designated by the insurance carrier shall be allocated pro rata among the directors, officers and employees of the corporation, as well as any other party actually included within such coverage pursuant to the provisions of Section 16 hereof, and included, where applicable, in the compensation paid to each such director, officer, employee or other party by the corporation. Section 19. No purchase of insurance, indemnification or other action contemplated or allowed by this Article shall be construed to allow or perniit any such purchase, indemnification or action, except as such is within any limitations placed on the corporation as a tax exempt organization under the provisions of the Code, the laws of the State of Texas, the Act, or any other applicable rule or regulation. AVE, THE UNDERSIGNED, DO HEREBY CERTIFY that the foregoing are the Bylaws of FORT WORTH OPPORTUNITY CENTBR, as adopted by a written consent of directors effective as of the: day of , 1998. 12 007500.00100:03753 82.01 IAS, 617 Z24 0060 HILLIVOOD DEVELOPRENT U032 EYJI7BIT B - 13 007500,00100:0375382.0 t VU. J1)/UQ 10.24 FAX 817 22.4 6060 IIILLIVOOD DEVELOP31ENT 16033 EXHIBIT C' Legal Description Block I of ANDERSON LABORATORY ADDITION (INDUSTRIAL PARK), a subdivision of blocks "A" and "C", Carver Plaza, First Increment, to. the City of Port Worth, Tarrant County, Texas, according to the Plat thereof recorded in Volume 388-139, Page 50, Plat Records, Tazrant County, Texas_ uai3ui98 18:25 FAX 817 224 8080 HILLiVOOD DEVELOPMENT [a 034 09/30/98 16:25 FAX 817 224 6060 HILLIVOOD DEVELOPMENT [1035 Scope of Renovation Fort Worth Opportuiiity Center General Scope for the renovation of the proposed Fort Worth Opportunity Center located at 5901 Fitzhugh Street includes the following items: Architectural, Structural, Mechanical Electrical and Phlmbing, and Design services required for the renovation services generally described below. - a Civil engineering services for a design of the removal and replacement of required rnn���t(u+ 11`aVP.7 h"t, asphalt pavement, and concrete curb and gutter sections on the south and west sides of the property. Landscape design sea -rices to provide neer landscape and irrigation surrounding the perimeter of the, property along the southwest and north property borders. Geotechnical and testing laboratory services required to perform all excavation, steel and concrete on-site testing. a The removal and replacmnent of approximately 20,000 SF of existing pavement located on the south side of the eastern most portion of this facility. °fhe removal and replacement of approximately 2,000 SF of existing concrete slab on gr`nde wit i_ -r the eftrz1: n. most building in this facility. v Provide sealing of concrete warehouse floors of approximately 14,000 SF located in the eastern most building of this facility. a Add approximately seven (7) high bay 400 watt metal halide warehouse light fixtures in the eastern most building of this facility. o Paint approximately 9,300 SF of interior concrete wall surfaces within the warehouse of the eastern most building of this facility. ■ Provide complete tenant finish out of approximately 6,000 SF of area on the south and of the existing eastern most building of this facility. This tenant finish out will include new heating, ventilation and air conditioning systems, new ceiling tilt grid and light. Provide wall frames and doors for new offices, meeting and training room fi=.cilities, receptio-a area and bath rooms. Neter floor finishes for the entire area. Provide demolition of fagade elements (i.e_ existing planter walls and canopies which are beyond repair). and provide appropriate masonry, stucco and concrete renovation to all fagades of remaining buildings. This shall generally include the repointing and stmotural repair of masonry and concrete walls and the repainting of all these surfaces and addition of any new canopy features required. e� New landscaping and irrigation along the southwest and north property lines to meet City of Fort Worth landscaping standards. a New 8' vinyl coated chain link fencing with intermittent masonry pilasters located around the entire perimeter of the property with associated entry gates. * Approximately 40% of the remaining existing asphalt and concrete shall be replaced with new concrete pavement as required. in: G5 FAX 817 224 6060 HILLWOOD DEVELOP31ENT EXHIBIT E PORT RIORTH OPPORTUNITY" CE,NTB'.� CAPITAL BUDGET ArchitecturdllMEP Design Civil EnSinccring Landscape Design Geoteclinical Testing & Inspection Legal/Consulting Marketing & Promotion Siscwci 1, a id pavernen.t recairs [,Rcplaec 20000 sf corirretc pavement) Rcplacn cnnereic slab An grade areas (2000 s£cQ S4,50) 'Seal warehouse floors (14187 sf @ 50,80) Additional warehouse lighting -High hay fixtures Faint wai ehouse wal7s {4300 sr Q smn) 13uilding Shell (5000sf Qa $35.00) Dernolitiun and Fagade Renovation Landscaping New Fencing 2090 If @ $18.00 Additional Pavement Repair (40% of temaining area) Contingency Clcging (.nst & Title FCC9 Interim Financing Costs Total Euilding Cosi Furnishin99,FIxti reg And Equipmtni Property Acquisition Cast Total P:rlject C:fft \ Fite: Fir ()PP Center; Dare; 09118/1998; Time: 12:42 PM Terra[ s so,nao 3,000 2,000 3,000 20,000 1,500 75,000 9,000 4,9c5 4,000 7,440 210,000 60,000 60.000 37,620 115,000 35,080 25,000 45,000 765,525 25,000 600,000 S 1,390,5x5 038 u2.=. ,:ui_>ia _j.ls: '.6 FAX 817 224 LOBO HILLWOOD DEVELOPMENT EXHIBITF FORT WORTH OPPORTUNITY CENTER .PROJE'CT'ED BUDGET IM 037 Flo: FWQC- fhmrr, i7r, Dale: 9.'18198.ttmc: 11:41 AM 1 HILLWOOD DEVELOPMENT CORPORATION 6. 1'c:arl 1'�:�r2 Ycarlry� 1'cslr4 _ 1'csir5 DIRECT COSTS CONTRACT LABOR 20,000 20,600 21,218 21,855 22„510 EQUIPMENTRENTAL 3,000 3,090 3,183 3,278 3,377 RtiNTAL EXPENSE 1 1 1 1 1 TIC,ANI 3,50n 3,605 3,713 3.825 31939 UTILTI7L'5 3,000 3,090 3,183 3,778 3.377 SECURITY 30,000 30,900 31,827 32.782 33,765 TELEP14ONE 2,376 2.447 2,521 2,596 2,674 EXECUTIVE DrFECTOR'� µ�r 75,[104 77,250 79,568 81,955 84,413 ItXT!C-U7'IVE ASSISTANT 32,240 33,207 34,203 35,230 36,286 Plr, 6,880 7,o86 7,299 7,518 7,744 UMEA'1PL,OYMENT 180 185 191 197 203 HEALTH INSURANCE I1 596 11,944 1202 12,671 13,051 WORKER'S COMPENSATION 685 706 727 749 771 w SUPPLIES OrTiCFiSUPPLIES 4,800 4,944 5,092 5,745 5,402 POSTAGE 600 61 [1 637 656 675 OTHERSUPPLIES 61000 6,180 6,365 6,556 6,753 CUSTODIAL EXPF.NsF, 1,800 1,854 1,910 1,967 2,025 PRRTMG 2,400 2,472 2,546 2,623 2,701 STUDENT SUPPLIES 7,200 7,416 7,638 7,868 8.104 EQUIPMENTREPAIRS 6,000 6,180 6,365 6,556 6,753 MISCELLANEOUS STAT TRAVP-L IN --TOWN 1,000 1,030 1,061 1,093 11126 STAFF TRAVEL: OUT-OF-TOWN 7,250 7,468 7,692 7,922 8,160 , I]i,ii a :,1:7 :.ari s?SL=!'a1111'S 1,100 1,133 1,167 1,202 1,238 EI77;i,.*'CIi IT1?8 2,500 2.375 7,652 2,732 2,614 Is,ID1It1~C'1' COSTS 5,555 5,722 5,893 6,070 6,252 CAPITAL OUTLAYS MAJOR EQUIPMENT AND PROVE-aTY 8,970 9,239 9,516 9,802. 10,096 0M' CE EQUIP&M,,r • --,400 5,562 5,729 5,901 6,076 S Charge CPf C/ I CPI Cl'l TOTAL BUDGET COST $ 249,033 $ 2S6,504 $ 264,199 $ 272•,125 S 280,269 Flo: FWQC- fhmrr, i7r, Dale: 9.'18198.ttmc: 11:41 AM 1 HILLWOOD DEVELOPMENT CORPORATION 6. ti LAND DEDICATION AGREEMENT This LAND DEDICATION AGREEMENT (this "Agreement") is entered into by the City of Fort Worth, Texas (the " ff') and Hillwood Development Corporation, a Texas corporation ("Hillwood") to be effective the day of '1998. WHEREAS, affiliates of Hillwood are involved in the development of the project known as "Alliance Airport" located in Tarrant and Denton Counties, Texas, portions of which are within the boundaries of the City; and WHEREAS, the City and Hillwood desire to ensure -that adequate fire safety protection is available to individual and corporate residents in the area of Alliance Airport, and believe that the construction of a new fire station (the "Fire Station") in the area will help provide such protection, and WHEREAS, Hillwood desires to provide to the City the land to construct such Fire Station. NOW THEREFORE, for and in consideration of the mutual benefits to be derived from the Fire Station, Hillwood and the City agree as follows: 1. Land Dedication (Fire Station): (a) At any time after the City has appropriated funds for the construction of the Fire Station, the City may deliver a notice to Hillwood (the "Fire Station Notice") to convey the Fire Station Site (hereinafter defined). Promptly after its receipt of such notice, Hillwood shall cause a current title commitment and a survey to be prepared of the approximately three acre site located near the northeast corner of Old Denton Road and SH 170 generally as shown on the attached Exhibit A (the- "Fire Station Site"). If the title commitment and the survey of the Fire Station Site are reasonably acceptable to the City and Hillwood, then promptly following the approval of such items by the City and Hillwood, for no consideration and free and clear of all monetary liens (other than the lien for current taxes), Hillwood shall cause its affiliate to dedicate and convey the Fire Station Site to the City. (b) If the title commitment or the survey of the Fire Station Site is not satisfactory to the City and Hillwood, Hillwood and the City will identify a mutually acceptable and reasonably N Page 1 007500,00100:0378975.02 comparable alternate site for the Fire Station Site (the "Alternate Station Site"), and Hillwood will convey the Alternate Station Site to the City in lieu of the Fire Station Site. 2. Closings: (a) The dedication and conveyance described in Section 1 above shall be by made by dedication deed in the form customarily used by Hillwood and its affiliates to convey property to the City, subject only to those matters described in the respective title commitment and survey. Other than monetary liens, Hillwood shall not be obligated to cure any title matters. Without limiting the foregoing, the property conveyed pursuant to this Agreement shall be subject to the terms and provisions of the Alliance developmental covenants and restrictions (including the development review requirements) similar to those imposed upon other property owned by affiliates of Hillwood in the area of Alliance Airport. The closing costs (including the costs of title policy premiums and survey costs) shall be paid by Hillwood. 3. Miscellaneous: This Agreement shall be governed by the laws of the State of Texas, may not be amended except pursuant to a document signed by both the City and Hillwood, and may not be assigned by either party without the consent of the other party. In the event of a default by Hillwood under this Agreement, the City may, as its sole and exclusive remedy for such default, seek specific performance. EXECUTED TO BE EFFECTIVE AS OF THE DATE FIRST ABOVE WRITTEN. Hillwood Development Corporation By: Title: The City of Fort Worth, Texas By: Title: Page 2 007500.00100:03 7997 5.02 � " ' -4-------_JL_ ' -OLD DEWTON _cn HILLWOOD DEVELOPMENT CORPORATION September 29, 1998 Mr. Bob Terrell City Manager City of Fort Worth 1000 Throckmorton Street Fort Worth, Texas 76102 J�_e: Memorandum of Understanding between Hillwood Development Corporation ("Hillwood") and the City of Fort Worth ("Fort Worth") concerning the conditions to a Uniform Wholesale Water Contract for Water Services between the Town of Westlake ("Westlake") and Fort Worth. Dear Mr. Terrell: This letter sets forth the general terms and conditions under which Fort Worth will enter into a Wholesale Water Contract with Westlake. These terms and conditions are set out below. 1. Wholesale Water Contract. Fort Worth will enter into a Uniform Wholesale Water Contract (the "Contract") with Westlake. 2. Financial Obligations. Hillwood will fund the following capital costs which Fort Worth has incurred or will incur in association with its obligation to provide water to Westlake under the Contract (estimated to be $10,100,000). The financial obligations include the following: A. Prepayment of Impact Fees: A payment of $2,000,000 will be made to Fort Worth by Hillwood upon execution of the Contract, which contract will be enter into on or before January 1, 1999. This payment represents a prepayment by Hillwood of future Impact Fees to be charged under the terms of the Contract and in connection with the development of the Circle T Ranch. Hillwood or its assigns wall receive a credited for future impact fees due under the Contract. B. Water Facility Cost: Forth Worth will make the necessary improvements to its water system to provide the additional capacity to service the Town of Westlake. Fort Worth and Hillwood will enter into a Capital Cost Contract ("CCA") to fund these costs. In addition to the $2,000,000 payment set out in 2A. above, the balance of the cost ($8,100,000) will be funded as follows: Years 1 - 5 $298,885 Years 6 - 25 $645,374 Years 26 -30 $346,489 136CO Heritage Parkway . Suite 200 • Fort V/Afli, Texas 76177 • (817) 224.6000 • Fax 4 '?4.6060 • wwwliilhvood.cum Fort Worth - Dallas • Atlanta • Austin • Kansas City • rrvinc • La Jolla • M -i \Uu Dhabi Letter to Mr. Bob Terrell Memorandum of Understanding — Utriform Wholesale Water Contract for Water Services Sept.mber 28, 1998 Page 2 of 2 If this letter accurately expresses our mutual understanding, please execute it in the spaces provided below. Sineerely, I,Iillrvood Development Corporation errC By: Acknowledged and Ag City of Fort Worth By; Date HILLWOOD DEVELOPMENT CORPORATION 13600 Heritage Parkway, Suite 200 Fort Worth, Texas 76177 October 1, 1998 City of Fort Worth 1000 Throckmorton - Fort Worth, Texas 76102 Re: City of Fort Worth Resolution #2457 adopted on September 29, 1998 (the "Resolution") Gentlemen: This letter will confirm the agreement of Hillwood Development Corporation to make the reimbursement payment to the City of Fort Worth (the "City") referenced in Paragraph 2(c) of the Resolution, as partial consideration to the City for the settlement that is the subject matter of the Resolution. We have been advised that such reimbursement amount is $150,000.00 Very truly yours, Name: Title: 007510.00001:0381902.01 TOWN OF WESTLAKE RESOLUTION NO. 98-14 A RESOLUTION OF THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE, TEXAS, RATIFYING THE SETTLEMENT AGREEMENT WITH THE CITY OF FORT WORTH, TEXAS, HILLWOOD DEVELOPMENT CORPORATION AND ITS RELATED ENTITIES, AND OTHER INDIVIDUALS AND ENTITIES; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the Town of Westlake and/or its officials are involved in various lawsuits now pending in Tarrant County and Dallas County, Texas including: 1. Cause No. 17-169048-97 entitled Town of Westlake vs. City of Fort Worth, et al., filed in the 17" Judicial District Court, Tarrant County, Texas; 2. Cause No. 97-05260-L entitled Hillwood Development Corporation, et al, vs. Scott Bradley, now pending in the 19.3 Judicial District Court, Dallas County, Texas; 3. Cause No. 98-00442-L entitled Town of Westlake, Texas vs. Hillwood_ et al... now pending in the 193`d Judicial District court, Dallas county, Texas; 4. Cause No. 17-168763-97 entitled Scott Bradley vs. Carroll Huntress, et al., now pending in the 17" Judicial District court, Tarrant County, Texas; and WHEREAS, the Town of Westlake adopted Resolutions No. 98-11 and 98-12 approving a settlement with the City of Fort Worth, Hillwood Development corporation and related entities and other parties; and WHEREAS, the parties have executed the settlement papers; and WHEREAS, the settlement negotiated by the parties differs slightly from the settlement proposal approved by the Board of Aldermen by Resolution No. 98-11 in that the "Hillwood Consideration to Fort Worth" has changed; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: That the Settlement Agreement (Ft. Worth Version) attached hereto as Exhibit "1" and the Settlement Agreement (Hillwood Version) attached hereto as Exhibit "T' and incorporated herein for all purposes are hereby ratified, affirmed and approved and the Mayor and Mayor Pro Tern's execution of said Agreements on behalf of the Town. of Westlake, Texas are hereby ratified, affirmed and approved by the Board of Aldermen. Resolution No. 98-14 Page 2 SECTION 2: That this Resolution shall become effective from and after its date of passage. PASSED AND APPROVED by the Board of Aldermen of the Town of Westlake this 12`1' day of October, 1998. Scott Bradley, Mayor Charla Bradshaw, Mayor Pro Tem ATTEST: Z6, rAa6z-'-' , - ing Crosswy, Town cretary APPROVED AS TO FORM: Paul C. Isham, Town Attorney wood/Willow Bend, Ltd., Hillwood/822, Ltd., Hillwood/1088, Ltd., Lakewa y Land, Ltd. and Lakeway Property Company, Ltd., .intervenors vs. Town of Westlake, Texas, pending in the 367th Judicial District Court, Denton County, Texas and Cause No. 97-49344-362 Town of Westlake v. City of Roanoke, (collectively, the ""Roanoke Lawsuit"). Hillwood and Westlake agree to dismiss with prejudice their claims against each other in the Roanoke Lawsuit in the form attached hereto as Exhibit "C" upon the full execution of this Settlement Agreement and agree to take all actions neces- sary to have the Court enter such dismissal with prejudice. (2) Hillwood will not seek approval from the City of Roanoke of development on land currently in dispute in pending litigation between the Town of Westlake and the City of Roanoke that is inconsistent with Westlake's approvals without Westlake's consent, at any time prior to a judgment or other resolution of such litigation. 4. The Releases (a) In consideration of the premises, mutual promises and covenants contained herein, Westlake, Bradley, Bradshaw, Bush, Held, Isham, Redding and Brown, as parties of the first part, and Hillwood, Perot, Jr., Anderson, Patterson, Resch, Geren, Slocum and Circle T Municipal Utility Districts Nos. 1, 2 and 3, as parties of the second part, release and forever discharge each other, their predecessors, successors, assigns, affiliates, elected and ap- pointed officials, officers, directors, employees, consultants, agents and legal representatives (other than as expressly reserved in this document), jointly and severally, each and all of them, of and from any and all debts, liabilities, SETTLEMENT AGREEMENT/2740.007/52952 Page 3 claims, controversies, causes of action and demands of every kind and char- acter whatsoever that they may now have against each other, civil or crimi- nal, currently existing and arising out of any events or dealings between said parties prior to the execution of this Settlement Agreement including but not limited to issues, claims, counterclaims, defenses and allegations which were raised or could have been raised in the Hillwood Lawsuit and the Westlake Lawsuit. It is expressly agreed and understood that this release does not extend to and does not in any way affect the claims, defenses and causes of action against the current parties (other than Hill - wood) in the Quo Warranto Proceeding, Southlake Lawsuit and Roanoke Lawsuit as described in T4(b) below. (b) Bradley, Dale White and the State of Texas reserve the right to assert and prosecute the claims made in Cause No. 97-1135 (the "Quo Warranto Proceeding") currently pending before the Texas Supreme Court against the current parties to such proceedings; Westlake reserves its rights to assert and prosecute all of its claims (including all challenges to the valid- ity of the actions of Dale White, Al Oien, Carroll Huntress, Jerry Moore and Howard Dudley (the "Former Aldermen") and former town officials) in Cause No. 17-169049-97 entitled The Town of Westlake vs. The City of Southlake currently pending in the 17th Judicial District Court Tarrant County, Texas (the "Southlake Lawsuit") against the current parties (other than Hillwood) to such proceedings; and Westlake reserves its rights to assert and prosecute all of its claims (including all challenges to the valid- ity of the actions of Dale White; ,the Former Aldermen and former town offi- SETTLEMENT AGREEMENT/2740.007/52962 Page cials) in the Roanoke Lawsuit against the current parties (other than Hill - wood) to such proceedings; all such rights being hereby reserved to those parties and not being affected by this release. All parties acknowledge that neither Scott Bradley nor any other party hereto makes any admission re- garding the validity of the purported removal of him as Mayor of Westlake on April 1997; and neither Scott Bradley nor Westlake are, precluded by any- thing herein from asserting the invalidity of such purported removal in ar y pending litigation involving the City of Southlake, the City of Roanoke, or in the Quo Warranto Proceeding. (c) In addition to releasing and discharging each other pursuant to Section 4(a) of this Settlement Agreement, the parties to this Settlement Agreement also release and forever discharge the following (except as oth- erwise excluded herein) of and from any and all debts, liabilities, claims, controversies, causes of actions and demands of every kind and character whatsoever to the same extent that said parties release each other pursuant to this Settlement Agreement: the predecessors, successors, assigns, affili- ates, elected and appointed officials, officers, directors, employees, consult- ants, agents and legal representatives of all parties to this Settlement Agreement (including, without limitation, Goins, Underkofler, Crawford & Langdon; Hughes & Luce; Luce & Williams; Public Strategies, Inc.; Paul Isham; Freilich, Morgan, Leitner & Carlisle; Terry Morgan & Associates; Coo- per & Scully; Taman, Howell & Smith; Haynes & Boone; Philips, Hopkins, Eames & Cobb; Wood, Thacker & Weatherly; Jim Rolfe; Chris Harris; and Little Pedersen, Fankhauser & Cox and the individual professionals of all such SETTLEMENT AGREEMENT/2740.007/52962 Page 5 firms). This paragraph does not apply to White, Moore, Dudley, Oien and Huntress who are addressed in paragraphs 4(a), (b) and (c) of the Settle- ment Agreement with Fort Worth. 5. Land Dedication Hillwood will dedicate sites for a Town Hall, a fire station and a police station to Westlake, at the time such facilities in the Town's reasonable dis- cretion are needed, at the locations designated in the PD Concept Plans conditionally approved by the Board of Aldermen of Westlake on September 14, 1998. Westlake hereby acknowledges that the zoning ordinances ap- proving the PD Concept Plans, as referenced in Agenda Item No. 8 for the Westlake Board of Aldermen meeting for September 14, 1998, will become finally effective upon full execution of this Settlement Agreement. A public announcement and recommendation will be made by Hillwood in accordance with a statement to be reviewed and approved by the parties. 6. Finance Plan Westlake and Hillwood have reached an agreement in principle relating to certain financing issues related to the land owned by Hillwood (and sur- rounding lands) in Westlake-. That agreement is currently being finalized by those parties. Attached hereto as Exhibit "D" are documents that outline the agreement in principle reached by Westlake and Hillwood on such issues. Westlake and Hillwood further represent that they will diligently and in good faith take all reasonably necessary actions and pursue all necessary approv- als relating to the subject property consistent with the agreement stated in Exhibit "D". s SETTLEMENT AGREEMENT12790.007152962 Page 6 7. Withdrawal of Application for CCN All pending applications for certificates of convenience and necessity filed by the Circle T MUDS with the Texas Natural Resources Conservation Commission and oppositions to Westlake's pending applications for certifi- cates of convenience and necessity will be dismissed consistent with the pro- cedures in Exhibit "E". 8. _Dissolution of Circle_T Municipal Utilitv Districts Nos. 1, 2 and 3 The Circle T MUDS agree that they will take all steps necessary to dis- solve themselves as part of this Settlement Agreement subject to final ap- proval of the Finance Plan attached as Exhibit "D" and consistent with the procedures in Exhibit "E". 9. Other Representations of the Parties (a) This Settlement Agreement is purely and simply a compromise to avoid expending further time and expense in this matter and does not con- stitute an admission of liability by any of the parties. (b) Each party represents and warrants to all other parties hereto that such party has not assigned or conveyed any interest or right in and to any of the claims or causes of action covered by this Settlement Agreement or intended to be covered by this Settlement Agreement and that all such claims are owned by the respective parties. (c) No term or provision of this Settlement Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom the enforcement of the change, waiver, discharge or termination is sought. This Agreement and the exhibits SETTLEMENT AGREEMENT/2740.007/52962 Page 7 referred to herein contain the full, final, and exclusive statement of the agreement between the parties on the subject matter hereof. This Agree- ment and the covenants and agreements contained herein shall be binding upon, and inure to the benefit of, each party and each party's respective af- filiates, related entities, successors and assigns. (d) This Settlement Agreement shall be governed by and construed in accordance with the laws of the State of Texas and any action for the eh- forcement of this Agreement shall be brought in Tarrant County, Texas. (e) The undersigned parties further state that they are fully compo - tent and authorized to enter into this Settlement Agreement, that they have carefully read the foregoing Settlement Agreement and know the contents thereof, and that they have executed this Settlement Agreement of their own free will for the purposes and considerations stated herein. (f) The parties further warrant and represent that, where necessary, all corporate, municipal and governmental consents required for any party to execute this Settlement Agreement have been obtained. (g) Prior to the execution of this Agreement by each such party, such party has fully informed themselves as to the terms, contents, provi- sions and effects of this Agreement, and all facts and conditions sufficient and necessary to the decision to execute this Agreement. (h) No promise or representation of any kind has been made to that party or his representative by any other party or his representative except as expressly set forth in this Agreement and as made in any agreements executed contemporaneously with this Agreement. SETTLEMENT AGREEMENT/2740.007/57962 Page 8 (i) Such party is not relying on any oral understandings, oral repre- sentations, or oral agreements of any kind or on any other matter not ex- pressly stated in this Agreement and any such reliance would be unintended by the other parties and otherwise unreasonable and unjustifiable. (j) This Agreement shall remain in all respects effective and not subject to termination, modification or rescission by any difference in facts or circumstances hereafter occurring, becoming known or becoming known differently. (k) This Agreement constitutes a valid, binding, and enforceable ob- ligation of that party, its terms are lawful and fair, and it constitutes an equi- table settlement of their differences. (1) The parties hereto further acknowledge that they have had the opportunity to seek independent legal counsel to advise them of their rights under this Settlement Agreement and that no party has relied upon the ad- vice of counsel for any other party in entering into this Settlement Agree- ment. (m) In the event that any provision hereof shall be found to be 'inva- lid or unenforceable for any reason, that provision shall be severed from the remainder of this Agreement, and the remainder of this Agreement shall be enforceable by any party hereto. 10. If any party to this Agreement brings suit to enforce any right or obli- gation under this Agreement, the prevailing party shall be entitled to recover its expenses, including reasonable attorneys' fees, incurred in connection with that action. SEMEMENT AGREEMENT/2740.007/52962 Page 9 It. In all instances in which a part/ to this Agreement is required under this Agreement to do any act at a particular time or within a particular period of time, time is of the essence in the performance of such act. 12. Each party represents that such party has substantial experience in negotiating contracts and has obtained any advice of counsel which that party wished to obtain, that this Agreement is the product of negotiations among the parties, and that, therefore, no party to this Agreement shall be charged with having promulgated this Agreement. 13. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original for all purposes, and all of which together shall constitute one instrument. TOWN OF WESTLAKE, TEXAS AIL INVESTMENT, L.P., HXLLWOOD DEVELOPMENT CORPORATION, HILLWOODJWILLOW SEND, LTO., MILLWOOD/822* LTD., HILLWOOD/178lCr LTD, LAKEWAY LAND,- LTD. and LAKEWAY - PROPERTY COMPANY, LTD, By. Its - scme4rwr,�erre�rr�rfT/:7�w.c�.,�sss�z - vwgr Fo -Q1W199 1 =fl0 lid 9S9 5902 97% P.03 11 TOTAL P.02 10/01/98 THU 14:55 [TX/RX NO 86661 Tl. In all instances in which G party tp this Agreement is required under- this nder this Agreement to do any act at a particular- time or within a [particular period of time, time is of the essence in the perl"ormance of such act_ 12. ' Each party represents that such party has substantial experience in negotiating contracts and has obtained any advice of counsel which that party wished to obtain, that this Agreernent is the product of negotiations among the parties, and that, therefore, no party to this Agreement shall be charged with having promulgated this Agreement. 13. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original for all purposes, and all of which together shall constitute one instrument. TOWN OF WESTLAKE, TEXAS By:. Its: ATL INVESTMENT, L -P-, HILLWOOD © LOPHENT coRFORA'TIK7N, HILLWOOD/WU OW BENp, LTD_, HTLL.WOOD/$22, LTO., Hn-LWOOD/10S8, LTD, LAKEWAY L11 ND, LTD. and LAKEWAY PROPERTY COMPANY, LTTE. SETTLE-MEMT AGR "&vr12Tta ac7l.'qzi62 10/01/98 THU 14:30 [TX/RX NO 8662] r s�til nu�xn� �r,Lu�; L. L. r. 114—� y-6'lilri lPHI� 10. 1 yu 14:251/ 1. 14:2VNU g2bH52boo Y CIRCLE T MUNICIPAL UTILITY DISTRICT #1 its - lr; CIRCLE T MUNICIPAL. UTILITY DISTRICT 02 By: Its: CIRCLE T MUNICIPAL UTILITY DY. By its SCOTT BRADLEY CHARLA BRADSHAW ABE BUSH, JR. FRED HELD PAUL XSHAM 10/02/98 FR1 14.27 [TX/RX NO 87091 r 10m �IIJLJIL�t U(:E L, L. P. 714-939-61 OU (?hl ) 10. ' 9d 14. Lb/�L 14. ZVNU- g2b0di '2bO) r 4 CIRCLE T MUNICIPAL UTILITY DISTRICT #1 By: Its: CIRCLET MUNICIPAL UTILITY DISTRICT Its: CIRCLE T MUNICIPAL UTILITY DISTRICT #3 By: Its: SCOTT BRADLEY CHARLA BRADSHAW ABE BUSH, JR.- FRED R;FRED HELD PAUL ISHAM t�'7r`Lfl4EN7 ncaeen�Nr�zneo.aaa/aas6z — Page rl 10/02/98 FRI 14:27 (TX/RIS NO 87091 CIRCLE T MUNICIPAL UTILITY DISTRICT #1 92 Its: CIRCLE T MUNICIPAL UTILITY DISTRICT #2 By: Its: CIRCLE T MUNICIPAL UTILITY DISTRICT #3 Its: ' � ' • :. Big CHARLA BRADSHAW ABE BUSH, JR, FRED HELD PAUL ISHAM SETTLEMENT AGREEMENT/274o.0o7/52g62 Page 11 r . - t , DAVID BROWN DON REDDING ROSS PEROT, ]fit, RICHARD PATI'ERSON DARCY ANDERSON BILL RESCH PETE GEREN CHARLES SLOCUM 5ETTLEnfGN7 AGREMENTf2990.Db7/szsul Page Y1 10/06/98 TUE 16:58 [TX/RX NO 88271 DAVID BROWN DON REDCIING ROSS PEROT, JR. RICHARD PATTERSON DARCY ANDERSON BILL RESCH PETE GEREN CHARLES SLOCUM AGR UEMENT12740-007152962 Page I DAVID BROWN DON REDDING ROSS PEROT, JR. L RICHARD PATTERSON DARCY ANDERSON BILL RESCH PETE GEREN CHARLES SLOCUM Sf7TLF,HEA7Al�'REENEN%/27Ro,007/S2sd2 - yjyc 12 10/01/98 THU 14;30 [TX/RX NO 86621 DAVID BROWN DON REDDING ROSS _P.EP.OT, JR. CHARD PATT RSpH DARCY A ERSON BILL RESCH PETE GEREN CHARLES SLOCUM s�TT7�i'IF.ivT AG'RE6aeKrf2nw.drils�isa _ F�yc 12 10/01/98 THU 14;30 [TX/RX NO 86621 DAVID BROWN i DON REDDING DOSS PEROT, 3R. RICHARD PATTERSON DARCY ANDERSON T PETE GEREN i CHARLES SLOCUM nage 12 10/02/98 FR1 15;31 [TX/RX NO 87101 ur l' -a1 -tee 14 = ss FROM. HUGHEB & LUCE ID -214S396106 PAGE 2/2 i JM ir.' Jj b,i. :ir. r</ +" �LuvUJL1t1 + !J DAVID SROWN DON REaOZNG ROSS PERoT, jR. RICHARD PATTERSON DARCY ANDERSON BILL RESCH PETE GCE1i CHARLES SLoruM EXHIBIT "Arf AGREED ORDER OF DISMISSAL WITH PREJUDICE HILLWOOD SUIT NO. 97-05260-L HILLWOOD DEVELOPMENT COR- PORATION, HILLWOOD/WILLOW BEND, LTD., HILLWOOD/8221 LTD., HILLWOOD/1088, LTD., LAKEWAY LAND, LTD. and LAKEWAY PROPERTY COMPANY, LTD., Plaintiffs, VS. SCOTT BRADLEY, DON REDDING, ABE BUSH, JR., FRED HELD, CHARLA BRADSHAW, PAUL ISHAM, and DAVID A. BROWN, Defendants, VS. ROSS PEROT, JR., RICK PATTERSON, DARCY ANDERSON, BILL RESCH, PETE GEREN and CHARLES SLOCUM, Third -Party Defendants. IN THE DISTRICT COURT DALLAS COUNTY, TEXAS 193rd JUDICIAL DISTRICT AGREED ORDER OF DISMISSAL WITH PREJUDICE On this the day of October, 1998 carne on to be heard Plaintiffs Hillwood Development Corporation, Hillwood/Willow Bend, Ltd., Hillwood/822, Ltd., Hill- wood/1088, Ltd., Lakeway Land, Ltd. and Lakeway Property Company, Ltd. ("Hillwood"), Defendants Scott Bradley, Don Redding, Abe gush, Jr., Fred Held, Charla Bradshaw, Paul Isham, David A. Brown and Oscar Renda ("Defendants") and Ross Perot, Jr., Rick Patterson, Darcy Anderson, Bill Resch, Pete Geren and Charles Slocum ("Third -Party Defendants"), by and through their respective at - AGREED ORDER OF DISMISSAL WITH PREJUDICE - lz4o.001/a97 22 Page 1 torneys of record and announced to the Court that they have fully settled and compromised all disputes between them as stated in this lawsuit, that all parties wish to dismiss their claims with prejudice to the refiling of same and requested that the Court enter a judgment in accordance therewith. The Court, having con- sidered the settlement and being fully advised in the premises, hereby makes the following judgments, orders and decrees; it is therefore ORDERED, ADJUDGED AND DECREED that all references to Scott Bradley being also known as Melvin Floyd Bradley and S. Floyd Bradley, including any such references in the style of this suit, are stricken; it is further ORDERED, ADJUDGED AND DECREED that all allegations made by Plain- tiffs, Defendants and Third -Party Defendants against each other in this case are hereby withdrawn and all claims, counterclaims, cross-claims and third -party claims made in this case are dismissed with prejudice to the refiling of same; it is further ORDERED, ADJUDGED AND DECREED that the parties shall be responsible for their own costs and attorneys' fees; and it is further ORDERED, ADJUDGED AND DECREED that this judgment is nonappeal- able. All relief not expressly granted herein is denied. Signed this day of October , 1998. JUDGE PRESIDING AGREED ORDER OF DISMISSAL WITH PREJUDICE - zz4 .05]149)42 Page 2 APPROVED AS TO FORM AND SUBSTANCE: E. E[drldge Goins, Jr. m Jaes W. Morris, Jr. Jeffrey S. Wigder GPINS, UNDERKOFLER, CRAWFORD & LANGDON a Registered Limited Liability Partnership 1601 Elm Street, Suite 3300 Dallas, Texas 75201 (214) 969-5454; (214) 969-5902 (Fax) Attorneys for Defendants SCOTT BRADLEY,DON REDDING, ABE BUSH, JR., FRED HELD, CHARLA BRADSHAW and PAUL ISHAM David Bryant HUGHES & LUCE 1717 Main St., Suite 2800 Dallas, Texas 75201 (214) 939-5500; (214) 939-6100 (Fax) Attorneys for Plaintiff=s HILLWOOD DEVELOPMENT CORPORATION, HILLWOOD/WILLOW BEND, LTD., HILLWOOD/822, LTD., HILLWOOD/1088, LTD., LAKEWAY LAND, LTD. and LAKEWAY PROPERTY COMPANY, LTD. and Third -Party Defendants ROSS PEROT, JR., RICK PATTERSON, DARCY ANDERSON and BILL RESCH AGREED ORDER OF DISMISSAL WITH PREJUDICE - 27w_W7149742 Page 3 Barry F. McNeil HAYNES & BOONE 901 Main St., Suite 3100 Dallas, Texas 75202-3789 (214) 651-5000; (214) 551-5940 (Fax) Attorneys for Third -Party Defendant PETE GEREN Lawrence C. Collister PHILIPS, HOPKINS, EAMES & COBB The Lawyer's Building 525 N. Locust Street Denton, Texas 76202-2027 (940) 566-7010; (940) 898-0502 (Fax) Attorneys for Defendant DAVID A. BROWN John J. Little LITTLE, PEDERSEN, FANKHAUSER & COX 901 Main Street, Suite 5050 Dallas, TX 75202 (214) 573-2300; (214) 573-2323 (Fax) Attorneys for Third Party Defendant CHARLES SLOCUM AGREED ORDER OF DISMISSAL WITH PREJUDICE - 2740,VD7/49742 Page 4 EXHIBIT "B" ORDER OF DISMISSAL WITH PREJUDICE WESTLAKE SUIT TOWN OF WESTLAKE, TEXAS, Plaintiff, VS. NO. 98-00442-L HILLWOOD DEVELOPMENT COR- PORATION, HILLWOOD/WILLOW BEND, LTD., HILLWOOD/822, LTD., HILLWOOD/1088, LTD., LAKEWAY LAND, LTD., LAKEWAY PROPERTY COMPANY, LTD., ROSS PEROT, JR., RICK PATTERSON, DARCY . ANDERSON, BILL RESCH and PETE GEREN, Defendants. IN THE DISTRICT COURT DALLAS COUNTY, TEXAS 193RD JUDICIAL DISTRICT ORDER OF DISMISSAL WITH PREJUDICE On this the day of October, 1998 came on to be heard Plaintiff The Town of Westlake, Texas ("Westlake"), by and through its attorneys of record and announced to the Court that the parties have fully settled and compromised all dis- putes between them as stated in this lawsuit, that it wishes to dismiss its claims with prejudice to the refiling of same and requested that the Court enter this order. The Court, having considered, the settlement and being fully advised in the prem- ises, hereby makes the following judgments, orders and decrees; it is therefore ORDERED, ADJUDGED AND DECREED that all allegations made by Plaintiff and Defendants in this case are hereby withdrawn and all claims by Plaintiff are dismissed with prejudice to the refiling of same; it is further ORDERED, ADJUDGED AND DECREED that the parties shall be responsible for their own costs and attorneys' fees; and it is further ORDER OF DISMISSAL W1rH PRE)WICE - 2zi .m7153u69 Page ORDERED, ADJUDGED AND DECREED that all relief not expressly granted herein is denied. Signed this day of October, 1998. JUDGE PRESIDING APPROVED AS TO FORM AND SUBSTANCE; F. Eidr�dge Goin,', Jr. aures W. Morris, Jr. Je-Tfrey S. Wigder COINS, UNDERKOFLER, CRAWFORD & LANGDON a Registered Limited Liability Partnership 1501 Elm Street, Suite 3300 Dallas, Texas 75201 (214) 959-5454; (214) 969-5902 (Fax) Attorneys for Plaintiff THE TOWN OF WESTLAKE David Bryant HUGHES & LUCE 1717 Main St., Suite 2800 Dallas, Texas 75201 - . (214) 939-5500; (214) 939-6100 (Fax) Attorneys for Defendants HILLWOOD DEVELOPMENT CORPORATION, HILLWOOD/WILLOW BEND, LTD., HILLWOOD/822, LTD., HILLWOOD/1088, LTD., LAKEWAY LAND, LTD., LAKEWAY PROPERTY COMPANY, LTD., ROSS PEROT, JR., RICK PATTERSON, DARCY ANDERSON and BILL RESCH j ORDER OF DISMISSAL WITH PREJUDICE - 27ao.aa�/sso6v Page 2 Barry F. McNeil HAYNES & BOONE 901 Main St., Suite 3100 Dallas, Texas 75202-3789 (21.4) 651-5000; (214) 651-5940 (Fax) Attorneys for Defendant PETE GEREN ORDER OF DISMISSAL WITH PREJUDICE - 2 ao.w7lsm6p Page 3 EXHIBIT "C" ORDER OF DISMISSAL WITH PREJUDICE ROANOKE CASE CITY OF ROANOKE, Plaintiff, and NO. 97501.50-367 HILLWOOD DEVELOPMENT CORPORATION, HILLWOOD/WILLOW BEND, LTD., HILLWOOD/822, LTD., HILLWOOD/1088, LTD., LAKEWAY LAND, LTD. and LAKEWAY PROPERTY COMPANY, LTD., Intervenors, VS. TOWN OF WESTLAKE, Defendant. IN THE DISTRICT COURT DENTON COUNTY, TEXAS 367TH JUDICIAL DISTRICT ORDER OF DISMISSAL WITH PREJUDICE On this the day of October, 1998 came on to be heard Defendant The Town of Westlake, Texas ("Westlake") and Intervenors Hillwood Development Corporation, Hillwood/Willow Bend, Ltd., Hillwood/822, Ltd., Hillwood/1088, Ltd., Lakeway Land, Ltd. and Lakeway Property Company, Ltd. (collectively, "Intervenors"), by and through their attorneys of record and announced to the Court that said parties have fully settled and compromised all disputes between them as stated in this lawsuit, that they wish to dismiss their claims against each other with prejudice to the refiling of same and requested that the Court enter this order. The Court, having considered the settlement and being fully advised in the premises, hereby makes the following judgments, orders and decrees; it is there- fore ORDER OF DISMISS/IL WIYM PREJUDICE - 3746.ao71437 a Page I ORDERED, ADJUDGED AND DECREED that all allegations made by Defen- dant and Intervenors against each other in this case are hereby withdrawn and all such claims made by Defendant and Intervenors against each other are dismissed with prejudice to the refiling of same; it is further ORDERED, ADJUDGED AND DECREED that the parties shall be responsible for their own costs and attorneys' fees with respect to such dismissed claims; and it is further ORDERED, ADJUDGED AND DECREED that all relief not expressly granted herein is denied. Signed this day of October, 1998. JUDGE PRESIDING APPROVED AS TO FORM AND SUBSTANCE: !A E. Eldtidge Goins, Jr. �rnes W. Morris, Jr. Jeffrey S. Wigder COINS, UNDERKOFLER, CRAWFORD & LANGDON a Registered Limited Liability Partnership 1601 Elm Street, Suite 3300 Dallas, Texas 75201 (214) 969-5454; (214) 969-5902 (Fax) Attorneys for Defendant TOWN OF WESTLAKE, TEXAS ORDER OF DISMISSAL WITH PRFJUDICF - 37I .w7m;7 r David Bryant HUGHES & LUCE 1717 Main St., Suite 2800 Dailas, Texas 75201 (214) 939-5500; (214) 939-6100 (Fax) Attorneys for Intervenors HILLWOOD DEVELOPMENT CORPORATION, HILLWOOD/WILLOW BEND, LTD., HILLWOOD/822, LTD., HILLWOOD/1088, LTD., LAKEWAY LAND, LTD. and LAKEWAY PROPERTY COMPANY, LTD. ORDER OF DISMISSAL WITH PREJUDICE - 3746.0071497a Fage`3 EXHIBIT "D" FINANCE PLAN SEP -18-98 09:10 RM PAUL ISHAM RESOLUTION 98-12 t31 f f 7.7 f JJZ? A RESOLUTION OF THE BOARD OF. ALDERMEN OF THE TOWN OF WESTLAKE, TEXAS, APPROVING A LETTER OF INTENT AMONG THE TOWN OF WESTLAKE, SCOTT BRADLEY, AND HILLWOOD DEVELOPMENT CORPORATION; AUTHORIZING THE MAYOR PRO TEM TO EXECUTE THE SAME, DIRECTING THE TOWN'S ATTORNEYS TO TAKE ALL NECESSARY STEPS TO CONSUMMATE THE SETTLEMENT IN ACCORDANCE WITH THE LETTER OF INTENT; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the Town of Westlake, Scott Bradley, Hillwood Development Corporation and its affiliates (`Millwood"), and the City of Fort Worth have been involved in the following pending litigation: A. City of Foll Worth—and_ Hillwood/WiIlow B�nd.,_Ltd- et al v. Town pf Westlake- No. 02 -98 -00047 -CV in the Second Court of Appeals of Texas, Fort Worth (the "Fort Worth Case"); B. Bradley y. Huntress, etal., Cause No. 17168763-97 in the 17`t' District Court of Tarrant County, Texas; C. Hillwood/Willo-w Bend Ltd. ,gj al. v, Bradtey_et al., Cause No. 97-45620 in the 193`d District Court of Dallas County, Texas; and D. Town of Westlake v. HillwooM,11ow-Bend, Ltd. et al_, Cause No. DV98- 00442 in the 193d District Court of Dallas County, Texas; and WHEREAS, the parties have been negotiating for a possible settlement of all litigation among the parties; and WHEREAS, representatives of the Town of Westlake and Hillwood have been negotiating the settlement of the'dif erences between them and such negotiations have resulted in the preparation of a "Letter of Intent" outlining the terms and conditions of a proposed settlement; and WHEREAS, the Board of Aldermen desire to proceed with possible settlement of the differences between the Town of Westlake, Scott Bradley, Hillwood, and the City of Fort Worth as set out in the Letter of Intent; NOW, THEREFORE, BE IT RESOLVED B4' TME CITY COt1;NCIL OF THE TOWN OF WESTLAKE, TEXAS; t.c I16� 4' Taal Me "Letter of Intent" attached hereto as Exhibit "I" and incorporated herein for all purposes is hereby approved by the Board of Aldermen of the ti SETTLEMENT AGREEMENT 1. The Parties This Settlement Agreement, including all exhibits hereto, (the "Settlement Agreement") is made by and between the Town of Westlake, Texas ("Westlake"); AIL Investment, L.P., Hillwood Development Corpora- tion, Hillwood/Willow Bend, Ltd., Hillwood/822, Ltd., Hillwood/1088, Ltd., Lakeway Land, Ltd. and Lakeway Property Company, Ltd. (collectively, "Hillwood"); Scott Bradley ("Bradley"); Charla Bradshaw ("Bradshaw"); Abe Bush, Jr. ("Bush"'); Fred Held ("Held"); Paul Isham ("Isham"); Don Redding ("Redding"); Ross Perot, Jr. ("Perot, Jr."); Richard Patterson ("Patterson"); Darcy Anderson ("Anderson"); Bill Resch ("Resch"); Pete Geren ("Geren"); Charles Slocum ("Slocum"); David Brown ("Brown") and Circle T Municipal Utility Districts 1, 2 and 3, formerly known as Lake Turner Municipal Utility Districts 1, 2 and 3 (the "Circle T MUDS" ). 2. The Lawsuits The following lawsuits are subject to this Settlement Agreement as provided herein: (a) Cause No. 97-05250-L entitled Hillwood Development Corpora- tion, et al. vs. Scott Bradley, et al., pending in the 193rd Judicial District Court, Dallas County, Texas (the "Hillwood Lawsuit"), (b) Cause No. 98-00442-L entitled Town of Westlake, Texas vs. Hill - wood, et al., pending in the 193rd Judicial District Court, Dallas County, Texas (the "Westlake Lawsuit"). SETTLEMENT AGR�EMFNT/2.750.007/52962 4 Page 1 3. Terms of Settlement The parties have conducted settlement negotiations in these matters and wish to compromise and settle and to hereby resolve their differences without incurring the uncertainties and additional costs incumbent in the Lawsuits. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, it is hereby agreed as follows, (a) The Hillwood Lawsuit Hillwood, Bradley, Bradshaw, Bush, Held, Isham, Redding, Brown, Perot, Jr., Anderson, Patterson, Resch, Geren and Slocum agree to the entry of, and direct their respective counsel to submit on their behalf, an "Agreed Order of Dismissal With Prejudice" in the Hillwood Lawsuit in the form attached hereto as Exhibit "A" upon the full execution of this Settle- ment Agreement and agree to take all actions necessary to have the Court enter such dismissal with prejudice. (b) The Westlake Lawsuit Westlake consents and agrees to the entry of, and directs its counsel to submit on its .behalf, an `Order of Dismissal With Prejudice" in the form attached .hereto as Exhibit "B" upon the full execution of this Set- tlement Agreement and agree to take all actions necessary to have the Court enter such dismissal with prejudice. (c) The Roanoke Lawsuit (1) Westlake, Hillwood and the City of Roanoke, Texas ("Roanoke") are currently parties in Cause No. 97-50150-367 entitled City of Roanoke, Texas, Plaintiff, and Hillwood Development Corporation, Hill - SETTLEMENT AGREEMENT12740.007/52962 Page 2 �.ir "III rwVL 1SHRM 617 795 7355 P. Resolution No. 98-12 Page 2 Town of Westlake, Texas, as the proposed agreement for the resolution of the claims made by the parties (Westlake, Hillwood, Bradley, and Fort Worth) in the above referenced litigation and the terms of a settlement with Hillwood Development Corporation, and the Mayor Pro Tem of the Town of Westlake is hereby authorized to execute the same on behalf of the Town of Westlake. SECTI12; The Town's attorneys, Paul Isham, Terry Morgan of Terry Morgan and Associates, and E. Eldridge Goins, Jr_ and James W. Morris, Jr. of Goins, Underkofler, Crawford & Langdon, L.L.P., are hereby authorized to prepare the necessary documents and execute the same in order to consummate the settlement provided that Scott Bradley and Hillwood Development Corporation execute the Letter of Intent and further provided that the City of Fort Worth aeeepts the Propose! set .out in Westlake Resolution No. 98-10. to addition, the Mayor Pro Tern is hereby authorized to execute any settlement documents on behalf of the Town of Westlake in order to consummate the settlement among the parties,. SEC770M 3: That this Resolution shall become effective from and after the date of its passage. PASSED AND APPROVED BY THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE, TEXAS, ON 'THIS THE 14"x DAY OF SEPTEMBER, 1998. LIFE,1 AN~� • • ATTEST: Ingr0sswy, Town etary APPROVED AS TO FORM. paul .. Isham, Town Attorney "-"' srP=18-98 09:10 AM PAUL iSHAM 817 795 7355 P.04 LETTER OF INTENT This is a Letter of Intent among the Town of Westlake, Scott Bradley, and Hillwood Development Corporation and affiliates ("Hillwood"), The purpose of. this Letter of Intent is to facilitate the process by which affiliates of Fidelity Investments will locate a major facility in the Town of Westlake that can have great benefits for the future of the Town and its citizens, and by which land use, finance, and litigation matters affecting the Town can 'be promptly resolved for the benefit of all concerned. It is the intention of the parties to cause the terms of this Letter of Intent to be embodied in one or more final written agreements. However, no party hereto shall be legally bound with respect to any matter set forth herein until such final written agreenlent(s) have been duly approved and signed by such party. The following represents the intention of the parties hereto: 1. Fort Worth Proposal. The parties will do all things reasonably necessary to approve and carry into effect the Proposal to the City of Fort Worth attached hereto as Exhibit A, including the settlements of litigation described in such Exhibit and mutual releases executed by the parties. Such settlements will not preclude the Town of Westlake or Scott Bradley from challenging the legal validity of any actions by former Westlake officials, employees, or attorneys in any ongoing litigation, but the parties (in exchange for acceptable release) will not bring any damage claims or other suits against each other or any of such persons by reason of anything occurring up to the date of the settlement. Such Proposal, together with this Letter of Intent, will be submitted to the Board of Aldermen of the Town of Westlake for formal approval and ratification on September 14, 1998. If such Proposal or any modified Proposal approved by the parties is accepted, by the City of Fort Worth, the parties hereto will do all things reasonably necessary to f lnallze and perform t17e agreements that result from such acceptance. 2. Offier L€tiZILji Ln. The parties will take or cause the following addlilonal tictions with respect to pending litigation: A. Hillwood and Wcsllake will dismiss all cl:iinls against each other it) the Toon of' Roarwkc v. Towq of Westlake litigation pending in the )07"' District Court of Denton Coultty, I'MRs, and 13. The pending proccedings l)y the I-ake Turner (now C"ircic 'i ) NlusliCill;11 Citilit" f)istric[s f()r Corti€icatcs Of Convenience and Necessity before dw 'l cNas itiilltlr211 1`C.SUtIrCE S t:onscrvgltloll L_pinilllssloll will be Clltil)115ti�'ti. atr-I+ -moo �-I i —I - - -v IZJiH M 81 f -rj5 7355 P. 05 "W 3. Finance Plan. The parties will finalize and approve, and use their best efforts to cause others to finalize and approve, on or before September 28, 1998, formation of Public Improvement Districts and the Finance Plan proposed by Hillwood, in accordance with the Deal Point Outline attached hereto as Exhibit B. The Finance Plan shall become effective, without further action, upon the later of the final dissolution of the Circle T Municipal Utility Districts or the settlement of the pending litigation referenced in paragraphs I (Exhibit A) and 2. 4. Satisfaction of Conditions far Circle T Zoning. The Town, of Westlake will accept the settlement of pending litigation referenced in 1 (Exhibit A) and 2 above, as full satisfaction of the conditions for final approval by Westlake of the zoning and related land use regulation for the Circle T Ranch as stated by Westlake in its actions with respect to such matters on July 27, 1998, and will take appropriate action to finalize such actions on September 14, 1998. S. Satisfaction of Conditi2iji for Fidelft InvestmentsZoplEcorlocnic Developm_e_pt ,4gresment, The Town of Westlake will accept the settlement of pending litigation referenced in 1 (Exhibit A) and 2 above, as full satisfaction of the conditions (other than closing of the purchase of the referenced property) for final approval by Westlake of the zoning and related land use regulation, and for the effectiveness of an economic development agreement, with respect to the property proposed to be purchased in Westlake by affiliates of Fidelity Investments, as stated by Westlake in its actions witil respect to such matters on or about August 10, 1998. Westlake and Millwood �vill fully cooperate in procuring services to serve Fidelity Investments in the event that final dissolution of the MUDS is delayed. G. Dissolution of Circle T UD's. Tile Boards of Directors of Circle T Municipal Utility Districts 1, 2 and 3 will vote, on or before September 18, 1998, to dissolve each of SLICII Municipal Utility Districts, conditioned upon and subject to settlement of litigRtion as set fortis in I (Exhibit A) and 2 -above and final approval of the finance flan referred w in 3 above by Westlake asid all other govermnental bodies whose approval is legally leduired. 7. N','estlake Facilities_ Hillwood will dedicate sites for a Town !-Tall, a fire stating, and 11 policc: staticljl to Westltlkc, at the time suc11 facili€ics in the T oxvn's reasonable disci- tion etre needed, it tllc locations dcsignatcd in the 111.) Concept !'11111 Conditionally approvcd by illc Board ol'AldQi-mcn ofWestlAc on July 27, 1999. if such crinliitiolls arc rCJ1I0 Cd and tllc PD Concept !Tial is Ii11:111y effective. .A public fill 1u0LHlc;t;illCllt Hiles 1-0c•c>11u11encliItiotl will be made by Millwood in accordance with a stioemcm 1o1 be reviewed and approved by the llartics. ftw 8. LFtnd Subject to Dilute With Roanoke. Hillwood will not seek approval from the City of Roanoke of development on Iand currently in dispute in pending litigation between the Town of Westlake and the City of Roanoke that is inconsistent with Westlake's approvals without Westlake's consent, at any time prior to a judgment or other resolution of such litigation. 9. Prggiinct Line Road. The parties will abide by the decision of the Westlake Board of Aldermen concerning the precinct Line Road (FM1938) alignment which is scheduled for consideration on September 28, 1998. Signed this 14" day of September, 1998. Town of Westlake C- Scott Bradl y, Mayor Hill%vcod Development Co1T.ioration SEP -18-98. 09 :12 AM PAUL ISHAM 817 795 7355 P. 07 OUTLINE OF PROPOSED MUD DISSOLUTION PROCEDURES [Revised September 13, 1998] 1. Circle T MUD No. 2. Circle T MUD No. 2 has adopted a resolution to dissolve, conditioned upon changes to the existing "reimbursement agreements", assumption of the MUD's obligations by the Town, and settlement of all jurisdictional litigation. TRA consent is not required. Pursuant to the MUD's special enabling legislation, the Town must approve the dissolution [by a 2/3 vote]; and upon such approval and dissolution, the Town will acquire the assets of the MUD and assume the liabilities of the MUD. The liability of the Town with respect to the existing "reimbursement agreements" between the MUD and Hillwood will, however, be limited in accordance with the provisions of the new Circle T PIDs. MUD No. 2 shall not be dissolved until the new "reimbursement agreement" is executed. 2. Circle T MUDS No. 1 and No. 3. Circle T MUD No. 1 and Circle T No. 3 will adopt resolutions to dissolve (which resolutions will be conditioned upon settlement of the "jurisdictional" litigation and upon approval of the dissolution by the TRA and by the Town). TRA consent will be required because both MUDS are "contracting parties" with the TRA for the treatment of wastewater at the TRA's Denton Creek facility. Pursuant to the MUDs` enabling legislation, the Town must approve both dissolutions [by a 2l3 vote]; and upon such approvals and dissolutions, the Town will acquire the assets of the MUDS and assume the liabilities of the MUDs. The liability of the Town with respect to the existing "reimbursement agreements" between the MUDs and Hillwood will, however, be limited in accordance with the provisions of the new Circle T PIDs. The Town will not take final action to approve the dissolutions until the TRA approval is obtained, a. TRA Approves Dissolutions. if the TRA approves the dissolutions of the MUDs, the only action necessary to complete the dissolutions will be the approvals by the Town. b, TINA Does N Approve Dissol tions - Le islntiva Action, If the TRA does not approve the dissolutions of the MUDs, the Town and Hillwood _Page 1 Circle i MUD D1aa®lulion 9-13-99 007516.00019 :03 7 5 54 8.03 SEP -18-98 09:12 AM PAUL iSHAM 817 795 7355 P.08 will use their collective best efforts to amend the MUDS' enabling legislation to delete the requirement for TRA approval. C. TRA Does Not Approve Dissolutions - Development Requirements. In the event the TRA does not approve the dissolutions of the MUDS and the parties are unable (by September 1, 1999) to amend the MUDS' enabling legislation to delete the requirement for TRA approval, the MUDS, Hillwood, and the Town will (prior to September 28, 1998) enter into an . agreement that includes the following (all of which assume that the Circle T PIDs will be created): 1) The MUDs will disannex the Fidelity site. 2) The MUDS will disannex the property outside the PIDs. 3) Hillwood and the MUDS will withdraw their objections to (and will support) the Town's application for an "exclusive" CCN for water service to serve the Town. 4) The MUDs will provide sewer service to the Fidelity site and to any portion of the Circle T Ranch approved by the Town. 5) Hillwood and the MUDS will support a water supply contract between Fort Worth and the Town. 6) The MUDS will transfer to the Town all water improvements (including line capacity, etc.), and the Town Will assume all liabilities. related to such improvements. - 7) The Town will assume the obligations of the MUDS to Hillwood pursuant to the amended reimbursement agreements between Hillwood and the MUDS. 8) Hillwood and the MUDS will agree that the Circle T PLDs will issue bonds to reimburse Hillwood for the costs of existing and future improvements. 9) Hillwood and the MUDS will agree that Hillwood can only seep reimbursement for the costs of existing and future Mage 2 Circle T MUD Dissolution 9-13-98 407510.00019:0375548.03 SEP -18-98 09 :1 2 AN PAUL ISHAM 817 795 7355 P.09 improvements from bonds to be issued by the Circle T PIDs and from the sharing of -sales tax revenues pursuant to a "380 Agreement" between Hillwood and the Town. 10) Hillwood will not request or consent to the annexation of any land into the MUDS, will disclose such limitation to its buyers, and will require its buyers to be bound by the same limitation. In addition, Hillwood's land will be deed ` restricted to reflect such limitation, and a portion of such land will be conveyed to the Town (therefore, such limitation will be for the benefit of the Town, may be enforced by the Town, and cannot be amended without the Town's consent). 11) The MUDS will give the Town immediate written notice of any request for the annexation of any property. The MUDS will not take action on any such request for 120 days and will not accept such request without the Town -!s wTitten consent. Page 3 Circle T MUD Dissolu(Ion 9.13-98 007510.00019:0375548.03 OUTLINE OF PROPOSED OI _ CLL T PU13LIC IMPROVEMENT DISTRICTS [Revised September 14, 1998 Q 1:30 PM] 1. The Town will adopt resolutions creating two new Circle T PIDs pursuant to Chapter 372 of the Texas Local Government Code (the "Lo -de"). The PIDs (which will be controlled by the Board) will replace the Circle T MUDs (which are independent political subdivisions) as the means by which improvements and services within the PIDs - will be financed. 2. ' The PIDs will be created by resolutions of the Board based upon petitions of the landowner. The PIDs will not include the Fidelity site or any land within the Circle T planning areas that are primarily zoned for single family uses. PID No. 1 will include approximately 1,261 acres located south of SH 114 and SH 170 (see attached Exhibit A). PID No. 2 will include approximately 158 acres located north of SH 114 and SH 170 (see attached Exhibit B). 3. a. Subject to the limitations set forth in this subparagraph a, the PIDs will finance the improvements and services described on Exhibit C through the issuance by the Town of one or more series of PID bands that will be secured solely by annual, ad valorem assessments levied against taxable property within the PIDs. Exhibit C describes the improvements and services that will be provided after the PIDs are created (the "Future improvements"). Exhibit C also describes improvements and services that were provided to the Circle T MUDS prior to the creation of the PIDs (the "Existing Im ro ern nts"). The costs paid or incurred in connection with the Existing improvements have been divided into "hard" costs and "soft" costs. The costs paid or incurred for the Future Improvements and for the "hard" cost portion of the Existing Improvements will be reimbursed from PID bond issues, including interest in accordance with the rules of the Page I Cir0c T FIDS 9-14-98 © 1.:30 Phi 007$10.00019'0375191.08 Texas Natural Resources Conservation Commission (the "Tl~1RCC"). Only 50% of the "soft" cost portion of the Existing Improvements will be reimbursed from PID bond issues, including interest for a period of only two years after paid or incurred (notwithstanding TNRCC rules to the contrary). Additional improvements and services may be financed if they are approved by the Board. Except for the costs identified in paragraph 4 below, all improvements and services financed with PID bonds will be limited to the amount that could have been financed through the Circle T MUDs in accordance with the rules of the TNRCC. The Town will review and verify the eligibility of such improvements and services under the applicable TNRCC rules. The Future Improvements and the portion of the Existing Improvements that are reimbursable shall hereinafter be called the "EM improvements". The aggregate principal amount of bonds issued by both PIDs to finance the PID Improvements shall not exceed $140 million unless approved by the Board. b, Subject to the limitations set forth in this subparagraph b, the PIDS may also issue bonds (in the maximum aggregate principal amount of $4,000,400, which amount shall be increased by a mutually agreeable CPI formula) to finance (br refinance) the construction of public safety improvements that are reasonably necessary to serve the Circle T Ranch. The costs of such improvements will be reasonably allocated (based on need and benefits) between the Circle T Ranch and the remainder of the Town. The issuance of such bonds (i) shall (except as provided below) comply with the PID bond issuance criteria set forth in the resolutions creating the PIDs; (ii) shall not occur until the earlier of five years after the first building permit is issued for development within the Circle T Ranch or the date the PIDs have issued bonds in the aggregate principal amount of $15,000,000; and (iii) shall not be included in calculating either the maximum aggregate amount of bonds that may be issued by the PIDs or Page 2 Circle T PID$ 9-14.98 @ 1,30 PNI 0075iu.1i0019:0}7519i 08 44W the maximum assessment rate for debt service payments on all outstanding PID bonds. 4. a. The Town will levy annual ad valorem assessments on land within the PIDs in an amount sufficient to pay the following costs: (i) debt service on all outstanding PID bonds; (ii) casts of administering the PIDs1 (excluding the Town's costs in connection with the issuance of PID bonds which will be recovered from bond proceeds); and (iii) costs of maintaining parks, landscaped areas, and other public open space within the Circle T Ranch, to the extent maintenance. for such areas exceeds the Town's ordinary maintenance standards, unless such costs are assumed by private owners associations pursuant to the Town's subdivision regulations or otherwise are paid in a manner acceptable to the Town. b. Subject to the limitation set forth in subparagraph c below, the Town may pay the casts of services for reasonable and necessary maintenance and repair of Circle T improvements (as described below) by levying annual ad valorem assessments bit property within the PIDs for a period not to exceed five years from the date the first building permit has been issued for development within the Circle T Ranch. Alternatively, the Town may elect to repay the developer for the costs of such services through sales tax revenues (in accordance with the Town's approved budget and subject to the limitations set forth in the "3$0 Agreement") or through a combination of assessments and sales tax revenues for the five-year period. The Town will use reasonable efforts to fairly apportion Town revenues to maintain 1 Administrative costs of the PID will include the costs of (i) collecting assessments, (ii) maintaining a record of assessments and the system of registration and transfer of bonds, (iii) paying and redeeming bonds, (tv) investing or depositing of moneys, (v) complying with Town ordinances, (vi) paying agent, registrar, and trustee fccs and cxpcnscs, (vii) administcring the construction of improvements, and (viii) PID manager peas. Page 3 Circle T PID3 9.14-9$ 6,P 1:30 I'M 007510.00019:0315 t91,08 - ,.and repair all dedicated improvements within the Town and the Circle T Ranch. To this end, the Town will set water and sewer rates to include a reasonable operation and maintenance component as soon as reasonably possible in order to pay such costs. The reasonable and necessary costs of the following services for maintenance and repair may be paid through annual PID assessments; (i) costs of maintaining and repairing roads within the PIDs; (ii) costs of maintaining and repairing water and sewer improvements within the PIDs; and (iii) costs of maintaining and repairing drainage areas and drainage improvements within the PIDs. C. The annual, aggregate PID assessment for the maintenance and repair services identified in subparagraph b above shall not exceed $0.10 per $100 of assessed valuation; provided, however, that to the extent the Town's revenues from PID assessments and from other sources are insufficient to pay such costs, Hillwood will pay such deficiency for the duration of the five-year period referenced above. d, Assessments for PID administration, for maintenance of parks, landscaped areas, and other public open space, and for maintenance and repair of Circle T improvements, will be subordinate to assessments for debt service on outstanding PID bonds. e. Assessments for purposes other than those set forth in paragraph 3 and this paragraph 4 shall require the approval of the Board and the approval of the same percentages of land owners that would be required to create the PID under the Code. 5. The PID bond issuance process will be as follows; a. The developer will notify the Town and request a proposed bond issue. The notice will include (i) a description of the proposed PID Improvements to be funded, (ii) the proposed bond amount, (iii) the Page 4 Circle T PIDs 9.54.96 G 9:30 PAT 007510.00019.0315191-08 %, 1"W proposed sources and uses of funds, (iv) the proposed debt service structure, (v) the anticipated interest rate, (vi) the projected growth of assessed value over the next three years; and (vii) the new improvements (which will create assessed value) which the developer expects to be under contract at the time of bond issuance. The developer will also provide such additional information as may be requested by the Town's financial advisor, market analyst, underwriter, bond counsel, ratings agencies, or credit enhancers (to the extent such additional information is reasonable ` and necessary for their'respective evaluation of the proposed bond issue). b Within 45 days after receiving the developer's request for a bond issue, the Town will select a financial advisor, market analysts, underwriter, and bond counsel from the lists provided on Exhibit D. Within 90 days after the Town selects its consultants, the Town must approve or challenge the developer's roquest for a bond issue or the request will be deemed approved. The terms of the bonds will be not less than 24 nor more than 25 years, must include IS months capitalized interest, and must have an interest rate equal to or similar to credits financing similar facilities for a similar term. e. The Attorney Generdl will determine whether the Code permits the improvements and services to be financed by the PID. f. Disagreements, if any, between the developer and the Town's consultants with respect to the financial analysis or issuance of the requested bond issue will be resolved through a binding arbitration process. S. The PID bond issuance criteria will be as set forth below. Such criteria is specified with the .understanding that FID bonds may satisfy such criteria on a rated, non -rated, investment-grade, or credit enhanced basis. Such criteria is also specified with the further understanding that one or more series of bonds may be issued on a non -rated basis. The criteria are as follows: Page 5 Circle T P1Lja 9 -i4 -9s 8 1:m Phi 00'15i u:00019i0375191.08 �. -- v- _ y„ r, ,, , — a ti i f ( 7O f J:D Z) P. 15 a, ,.All infrastructure improvements being financed shall have been completed and accepted by the Town in accordance with the applicable PD zoning and the applicable provisions of the Town's Unified Development Code (including the Town's subdivision regulations). h At the time the first series of bonds are issued, at least SO% of the assessed valuation necessary to amortize the issue is either (i) "on the ground" or (ii) under firm construction contracts secured by performance and completion bonds and/or sureties with provision for liquidated damages in an amount sufficient to cover the projected assessments in the event of a delay in completion or failure to complete.'` e. At the time of the second and all subsequent series of bonds, ene�the following "financial tests" must be satisfied at the time of issuance: (i) the Town shall have received (from a certified public accountant selected by the underwriter) a certificate or report reflecting that for the fiscal year preceding the date of the proposed additional bonds the revenues from the PID assessments, from any capitalized interest held in escrow, from interest earnings thereon actually received by the Town, and from any other PID funds available for debt service were at least equal to 1.2 times the maximum annual principal and interest requirements on all bonds to be outstanding after the issuance of the proposed additional bonds, taking into account any increase in the rate of the assessment due to the proposed additional bonds and taking into account any increase in assessed value that would result from improvements that are being constructed under contracts secured by performance and completion bonds and/or sureties with provision for liquidated damages in an amount sufficient to cover the projected assessments in the event of a delay in completion or failure to complete such improvements; and Page 6 Circic T PIN 9-14-98 Cdr 1:30'Pht 007510.00019:0375191.08 (ii) the proposed bond issue satisfies the bond issuance criteria as set forth in Section 293.59 -.Economic Feasibility Project of the TNRCC Rules and Regulations in effect at the time of issuance. Notwithstanding the "financial tests" set forth in the clauses "(i)" and "(ii)" above, the underwriter may take into considerations projections of future assessed value attributable to improvements that are not under contract at the time of issuance. Such consideration shall be based on market conditions at the time of bond issuance. d. All additional bonds will be on a parity with the initial bonds and shall be payable from and equally and ratably secured by a lien on and pledge of unlimited, annual ad valorem assessments on property within the PID.. e. No bond issue will be approved if any prior bond issue is in default. f. No bond issue will be approved if Hillwood (or any of its affiliates) is then delinquent in the payment of any PID assessments or if Hillwood declares bankruptcy. FL The projected assessment rate necessary for debt service payments on all outstanding bands plus the projected assessment rate for debt -service on any proposed bond issue shall not exceed the higher of (i) the maximum tax rate that the TNkC would allow for municipal utility districts in Tarrant and Denton Counties (which is currently $1.20 per 5100 of assessed valuation) or (ii) 95% of the total ad valorem tax rate for the City of Fort Worth, h In addressing other issues regarding any bond issue, the TNRCC rules will be used, where applicable. Exhibits. A -- PID No. I Location Map B -- PID No. 2 Location Map C -- Improvements and Services D -- Selection of Consultants Page 7 Circle T PIN 9.14.911 ig 1:30 f N! 007510.00019:0375191.08 Exhibit A PID NO. I LOCATION MAP _ Page 1 007510.00019.00 75191.07 �. cn Exhibit B PID NO.2 LOCATION MAP Page 1 007510-013019.0375191 07 aq 6z 17,10" o mv-3.� ti. 1"m Exhibit C IMPROVEMENTS AND SERVICES AS OF THE DATE OF THI5 SETTLEMENT AGREEMENT, THE FIGURES IN THIS SETTLEMENT AGREEMENT REMAIN SUBJECT TO VERIFICATION AND FINAL APPROVAL BY WE5TLAKE AND HILLWOOD, Page 1 Summary of Reimbursable Costs ExWbk-G - See attached schedules N Total Soft Cost $888,937.05 231,300.92 61,691.71 1,181,929.68 317,917.25 1,499,846.93 50% $749,923.47 7 Total Cost �1,t;z9,73s.o� 1,328,188.11 452,250.71 3,310,156.67 670,281.23 4,180,438.10 9,430,514. Total Hard Cost MUD 1 $640,801,00 MUD 2 1,096,867.19 MUD 3 390,559.00 Total Cost before Interest 2,128,227.19 Interest Accrued 552,363.98 Total Cost and Interest 2,860,591.17 % Reimbursable per ,Agreement 100% Total Cost $2,680,591,17 See attached schedules N Total Soft Cost $888,937.05 231,300.92 61,691.71 1,181,929.68 317,917.25 1,499,846.93 50% $749,923.47 7 Total Cost �1,t;z9,73s.o� 1,328,188.11 452,250.71 3,310,156.67 670,281.23 4,180,438.10 9,430,514. Circle T MUD 1 Dqvelopp,[ Total, Costs Total Total Year Hard Cost Soft Cost Total Cost $0.00 834,180.94 $34,190.94 1987 0.00 54,258.88 54,258.88 1988 0.00 18,454.87 18,454.87 1989 0.00 0.00 0.00 1989 0.00 0.00 0.00 1991 0.00 0.00 0.00 1992 1693 61,000.00 (1) 0.00 60,999.00 1994 27,801.00 (1) 625,520.90 653,320.90 1995 552,000.00 (1) 41,240.12 593,239.12 1986 0.00 19,937.27 19,937.27 1997 0.00 64,484.03 64,484.03 1998 0.00 30,850.04 30,850.04 Total Cost before Interest $640,801.00 $888,937.05 $1,529,735.05 Interest Accrued 211,464.33 (2) 255,785.09 (2) _ 467,249.42 Total Cost and Interest 852,265.33 1,144,722.14 1,996,984.47 % Reimbursable per Agreement 100% 50% Total Cost 5852,265.3 $572,361.07 $1,424,626.40 (1) payment of TRA costs for CADE Branch Line (2) Accrued Interest Circle 'T MUD 2 N Total Total Year Hard Cost Soft Cost Total Cast 1986 $601,578.00 (1) $0.00 $601,877.00 1987 0.00 0.00 0.00 1988 0.00 0.00 0.00 1969 $60;170.00 (2) 0.00 60,168.00 1990 46,740.00 (2) 0.00 46,738.00 1991 46,108.00 (2) 0.00 46,106.00 1992 49,452.00 (2) 4,100.00 53,500.00 1993 0.00 33,149.00 33,149.00 1894 100,920.48 (2) 306.59 101,225.07 1995 48,068.56 (2) 16,265.87 64,332.73 1996 47,805,56 (2) 53,729.112 101,532.68 1997 48,792.62 95,454.31 144,246.93 1998 46,931.67 28,296.03 _ 75.227.70 Total Cost before Interest $1,096,867.19 $231,300,92 $1,328,153.11 Interest Accrued 276,882.26 (3) 32,172.45 (3) 309,004.71 Total Cost and Interest 1,373,749.45 263,473,37 1,637,207.62 % Reimburseble per Agreement 100% 50% Total Cast $1,373,749.45 $131,738.69 $1,605,486.14 (1) Initial funding acquisition for the City of Keller - Pearson Lane Water Line & Facilities (2) Annual payment to City of Keller for the Water Facilities (3) Accrued Interest N - JG – — I - — I - VJ - L — —.. ..`,VL Aa`s"H7'1 L L( iJJ I—JJ Y.jZ)k Circle T MUD 3 Developer TOM gQItE - N Tates Total Hard Cost soft Cost Total Cost —' Year $0.00 $3,900.00 3,900.00 1992 0.00 30,780.00 30,780.00 1993 0.00 248.69 248.69 1994 240,559.00 (1) 2,382.27 242,940.27 1995. 50,000.00 (2) 91.558.98 141,556.98 1896 50,000.00 (2) 24,958.80 74,956.80 1997 50,000.00 (2) 61,691.71 111,689.71 1998 Total Cost before interest $390,659.00 $215,520.45 $606,072.45 Interest Accrued 64,017.39 (3) 29,959.71 (3) 93,977.10 Total Cost and Interest 454,576.39 245,480.16 700,049.55 % Reimbursable per Agreement 100% � 50% Total Cost $454,576.39 $122,740.08 $577,316.47 (1) Initial funding acquisition for the Marshall Creek sewer Line (2) Annual payment to City of Southlake for TRA Waste water facilities (3) Accrued Interest N Exhibit SELECTION OF PROFESSIONALS 1. Bond Counsel: Winstead Sechrest & Minnick McCall Parkhurst & Horton. Vinson & Akins Fulbright & Jaworski 2. Financial Advisors: Friedman, Luzzatto & Co. First Southwest Company Juran & Moody, Inc, Goldman, Sachs & Co. Dain Rauscher, Inc. Legg Mason Wood Walker, Inc. 3. Market Analysts: [TO BE AGREED UPON] 4, Underwriters: Friedman, Luzzatto & Co. First Southwest Company Juran & Moody, Inc, Goldman, Sachs & Co. Dain Rauscher, Inc. Legg Masan Wood Walker, Inc. - Page 00751 0.0ou 19:0375191.07 t. �.r OUTLINE OF PROPOSED ".380" AGREEMENT [Revised Scptembcr 14, 1998 @ 11:00 AM] 1. The Town will use 28% of the sales taxes (the "Shared Taxes") generated within the Circle T Ranch (the "Ranch") to fund the obligations described below. Except in the event of a default, the remainder of the Town's sales tax revenue (both within and outside of the Ranch) will not be used to fund such obligations. The Town, in its sole discretion (subject to state law limitations, if any, on the expenditures of funds by the Towns' 4A and .4B economic development corporations), will determine whether the Shared Tdxes will be paid from the Town's general sales taxes or from the sales taxes imposed by' the Town's 4A and/or 4B economic development corporations. When (if ever) the accumulated amount of the Shared Taxes exceeds the amount necessary to fund the unpaid balance of the obligations described below (based on estimates of such unpaid balance determined every five years), the excess may be used for any Town purposes (other than as security for the issuance of bonds) so long as no event of default has occurred. Notwithstanding the foregoing limitation, however, such excess portion of the Shared Taxes may (with the consent of the developer) be used to secure a bond issue the proceeds of which are used to fund the obligations described below. The obligations for which the Shared Taxes shall be used are as follows (to the extent such obligations are not funded from any PID bond issue): a. To reimburse the developer for funds advanced to the Town for police, fire and ambulance services (in accordance with the Town's approved budget) within the Ranch for a period of five years after the first building permit has been issued for development within the Ranch. The amount which the developer is obligated to fund shall not, however, exceed $250,000 over the five year period. Interest on funds advanced by the developer will accrue (at the revenue bond index rate plus 50 basis points) for a period of three years beginning on tltc later of (i) the date the funds are advanced or --Page 1 Circle T 380 Agreement 9.14.98 @ 11:00 ANI 007 510.00019 , 03 7 5 204.06 (ii) the date that the annual sales tax revenues generated within the Ranch first exceed $500,000, b. To reimburse the developer for funds advanced to the Town (at the Town's option and in accordance with its approved budget) for maintenance and repair of roads, water and sewer improvements, and drainage areas and drainage improvements within the Ranch for a period of five years after the first building permit has been issued for development within the Ranch. Interest on funds advanced by the developer will accrue (at the revenue bond index rate plus 50 basis points) for a period of three years beginning on the later of (i) the date the funds are advanced or (ii) the date that the annual sales tax revenues generated within the Ranch first exceed $500,000. C. To fund specific improvements within the Ranch that have been pre - approved by the Board. The amount of such funding shall not, however, exceed that portion of the single family infrastructure costs which would otherwise have been reimbursable by the Circle T MUDs, including interest at the rate and for the period allowed by the rules of the Texas Natural Resources Conservation Commission (the "TNRCC"); provided, however, interest shall not begin to accrue until the later of (i) the date allowed by the TNRCC rules or (ii) the date that the annual sales tax revenues generated within the Ranch first exceed $500,000. d. Any part or parts of any proposed PID bond issue for non -single family improvements that the Attorney General determines cannot be financed because of limitations of state law. Interest on costs that would have been reimbursable by the Circle T MUDS will accrue at the ratty and for the period allowed by the rules of the TNRCC. Interest on costs that would not have been reimbursable by the Circle T MUDS will accrue (at the revenue bond index rate plus 50 basis points) for a period of three years beginning on the later of (i) the date the costs are paid or incurred or (ii) - Page Z Circle T 380 Agreement 9-14-98 @ 11:00 AM 047 310.00019.037 5204.06 the date that the annual sales tax revenues generated within the Ranch first exceed $500,000. - e. If required by the Town, oversizing costs incurred by the developer for infrastructure to serve land outside the Ranch. Interest on such oversizing costs will accrue (at the revenue bond index rate plus 50 basis points) for a period of three years beginning on the later of (i) the date the costs are paid or incurred or (ii) the date that the annual sales tax mvenucs generated within the Ranch first exceed $500,000. Z. In the event there are any disputes with respect to the obligations of either party under the 380 Agreement, such disputes will be resolved through a binding arbitration process; and neither party shall be considered "in default" unless the results of the arbitration process have determined that such a default has occurred. The Town shall not be considered "in default" for failing to issue PID bonds while any dispute is being resolved in accordance with the dispute resolution procedures established by the agreement. 3. The Town will be in default under the 380 Agreement: (i) if any of the events described below has occurred and (ii) if written notice of such event has been given to the Town and (iii) if the Town has failed to cure such default within a commercially reasonable period of time (taking into consideration unexpected circumstances not caused by the Town) and (iv) if the results of arbitration determine that the Town is in default and (v) if the Town still refuses to cure the default within a commercially reasonable period of time (again, taking into consideration unexpected circumstances not caused by the Town). The events which could trigger the event of default are as follows; a. The Town fails or refuses to issue PID bonds or fails or refuses to take any of the steps set forth in the PID pet itionslresolutions that are necessary to cause the PID bonds to be issued (excluding, however, the inability to issue the bonds solely because the bonds are not marketable, including the inability to market the bonds because of the bankruptcy of Hillwood). _Page 3 GrOc T 380 Agreemtnt 9-14-98 g 1 i:00 ANI 007510.00019:0375204.06 b. The Town amends any of the PID resolutions without the consent of the applicant and such amendment has a_material adverse impact on the issuance of the PID bonds or the steps set forth in the PID petit ions/re solutions that are necessary to cause the PID bonds to be issued. C. The Town challenges the legality or enforceability of (i) the 380 Agreement, (ii) the PID resolutions, (iii) any other document or agreement necessary for the issuance of the PID bonds, or (iv) the steps set forth in the PID petitions/resolutions that are necessary to cause the PID bonds to be issued and such challenge materially adversely affects the issuance of the PID bonds or the steps set forth in the PID petitions/resolutions that are necessary to cause the PID bonds to be issued. Notwithstanding the foregoing, however, the Town shall not be deemed to have challenged the legality or enforceability of any of the foregoing if state or federal laws, rules, or regulations that apply to PID bonds are changed and such changes would prevent, or adversely and materially affect, the issuance of PID bonds. d. The Town fails or refuses to use the sales taxes in accordance with the 380 Agreement. 4. If an event of default has occurred (and assuming that the PID bond issuance criteria have been satisfied), the .measure of damages shall be the amount to which the developer would have been entitled under the 380 Agreement. In each case, the nieasure of damages (i) shall be reduced by the net present value of the debt service assessments that would have resulted against Hillwood's property as a result of the bond issue (or portion thereof) that is in default and (ii) shall be increased by interest at prime plus 200 basis points from the date of"the default until repayment in full. S. If the Tovm is in default, the following remedies are available: (i) damages; (ii) injunctive relief; (iii) mandamus relief; (iv) reasonable court costs and attorneys' fees; Page 4 Circle T 380 Aereemcnt 944-98 @ 11:00 A111 007510.00019:0375204 06 and (v) the ability to recover damages from funds that constitute 62.5% of the sales taxes generated within the Ranch (which 62.5% includes the .Shared Taxes). The Town, in its. solo discretion (subject to state law limitations, if any, on the expenditures of funds by the Town's 4A and 4B economic development corporations), will determine whether such funds will be paid from the Town's general sales taxes or from the sales tuxes imposed by the Town's 4A and/or 4B economic development corporations. The Town will make such determination prior to the issuance of any bonds (or other form of indebtedness) secured, in whole or in part, by any of the sales tax revenues of the Town; and from and after such determination, the sales taxes which constitute such 62.5% shall not be used as security for any bond 'issue or other indebtedness of the Town. The "senior" rights with respect to such 62.5% of the sales taxes generated within the Ranch shall continue until PID bonds have been issued and sold that reimburse the developer for all sums to which the developer is entitled under the PID petitions and PID resolutions. Notwithstanding the foregoing limitation, however, such 62.5% of the Town's sales taxes may (with the consent of the developer) be used to secure a bond issue the proceeds of which are used to fund damages owed to the developer. Page 5 Circle T 380 Agreement 9-14-98 Q 11:00 ANI 007510.00019:0375204.06 EXHIBIT "E" DISSOLUTION OF CIRCLE T MUDS 1, 2 AND 3 OUTLINE OF PROPOSED MUD DISSOLUTION PROCEDURES lltcvised September 13, 19981 1. Circle T MUD No. 2. Circle T MUD No. 2 has adopted a resolution to dissolve, conditioned upon changes to the existing "reimbursement agreements", assumption of the MUD's obligations by the Town, and settlement of all jurisdictional litigation. TRA consent is not required. Pursuant to the MUD's special enabling legislation, the Town must approve the dissolution [by a 213 vote); and upon such approval and dissolution, the Town will acquire the assets of the MUD and assume the liabilities of the MUD. The liability of the Town with respect to the existing "reimbursement agreements" between the MUD and Hillwood will, however, be limited in accordance with the provisions of the new Circle T PIDs. MUD No. 2 shall not be dissolved until the new "reimbursement agreement" is executed. 2. Circle T MUDS No. 1 and No. 3. Circle T MUD No. 1 and Circle T No. 3 will adopt resolutions to dissolve (which resolutions will be conditioned upon settlement of the "jurisdictional" litigation and upon approval of the dissolution by the TRA and by the Town). TRA consent will be required because both MUDs are "contracting parties" with the TRA for the treatment of wastewater at the TRA's Denton Creek facility. Pursuant to the MUDs' enabling legislation, the Town must approve both dissolutions [by a 213 vote]; and upon such approvals and dissolutions, the Town will acquire the assets of the MUDs and assume the liabilities of the MUDS. The liability of the Town with respect to the existing "reinzbursemerit'agreements" between the MUDS and Hillwood will, however, be limited in accordance with the provisions of the new Circle T PIDs. The Town will not take final action to approve the dissolutions until the TRA approval is obtained. a. TRA Approves Dissolutions. If the TRA approves the dissolutions of the MUD$, the only action necessary to complete the dissolutions will be the approvals by the Town. TRA Does'NoT Approve Disso] tions - Le islative Action, If the TRA does not approve the dissolutions of the MUDS, the Town and Hillwood -Page I Circle T MUD Dissolution 9-13-98 ti 007510.00GIM375548-03 - -, ..-I k'1 O 1 , 1 7Z>r �.Z), Z) P e0 will Use their collective best efforts to amend the MUDs' enabling legislation to delete the requirement for _TRA approval. c. TRA Does Not Approve Dissolutions - Development Requirements In the event the TRA does not approve the dissolutions of the MUDS and the parties are unable (by September 1, 1999) to amend the MUDS' enabling legislation to delete the requirement for TRA approval, the MUDs, Hillwood, and the Town will (prior to September 28, 1998) enter into an agreement that includes the following (all of which assume that the Circle T PIDs will be created): 1) The MUDS will disannex the Fidelity site. 2) The MUDs will disannex the property outside the PIDs. 3) Hillwood and the MUDs will withdraw their objections to (and will support) the Town's application for an "exclusive" CCN for water service to serve the Town. 4) The MUDs will provide sewer service to the Fidelity site and to any portion of the Circle T Ranch approved by the Town. S) Hillwood and the MUDs will support a water supply contract between Fort Worth and the Towti. 6) The MUDS will transfer to the Town all water improvements (including line capacity, etc.), and the Towmt will assume all liabilities related to such improvements. 7) The Town will assume the obligations of the MUDs to Hillwood pursuant to the amended reimbursement agreements between Hillwood and the MUDs. 8) Hillwood and the MUDs will agree that the Circle T PIDs will issue bonds to reimburse Hillwood for the costs of existing and future improvements. 9) Hillwood and the MUDs will agree that i-iillwood can only seek reimbursement for the costs of existing and future Pagc 2 Circle T MUD Dlssciution 9-13.98 007510,00019:0375549.03 improvements from bonds to be issued by the Circle T P1Ds and from the sharing of -sales tax revenues pursuant to a "380 Agreement" between Millwood and the Town. 10) Hillwood will not request or consent to the annexation of any land into the MUDS, will disclose such limitation to its buyers, and will require its buyers to be bound by the same limitation. In addition, Hillwood's land will be deed restricted to reflect such limitation, and a portion of such land will be conveyed to the Town (therefore, such limitation will be for the benefit of the Town, may be enforced by the Town, and cannot be amended without the Town's consent). 11) The MUDS will give the Town immediate written notice of any request for the annexation of any property. The MUDS will not take action on any such request for 120 days and will not accept such request without the Town's written consent. .-Page 3 - Circle T MUD Dissolution 9.13,98 007510.00019;0375548.03