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Res 17-28 Approving a Developer Agreement with Hillwood et al Schwab Way TOWN OF WESTLAKE RESOLUTION 17-28 A RESOLUTION BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, APPROVING A MASTER ROADWAY CONSTRUCTION AGREEMENT WITH WESTLAKE RETAIL ASSOCIATES, LTD., HW2421 LAND, LP, AND HILLWOOD ALLIANCE SERVICES, LLC, RELATED TO THE PHASE ONE CONSTRUCTION OF SCHWAB WAY, A PUBLIC ROADWAY IN WESTLAKE, TEXAS. WHEREAS, the Town is a duly created and validly existing Type A General Law Municipality, created under the laws of the State of Texas, including particularly, but not by way of limitation, Chapter 51, Texas Local Government Code ("LGC"); and WHEREAS, the Town of Westlake (Town) and Westlake Retail Associates, Ltd., HW2421 Land, LP, and Hillwood Alliance Services, LLC desire to enter into an agreement which sets out responsibilities for the Developers, Owner and the Town as it relates to the construction of a new road in Westlake; and, WHEREAS, the Town Council finds that the passage of this Resolution is in the best interest of the citizens of Westlake. NOW,THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: That, all matters stated in the Recitals hereinabove are found to be true and correct and are incorporated herein by reference as if copied in their entirety. SECTION 2: That, the Town Council of the Town of Westlake, Texas, hereby approves the Master Roadway Construction Agreement attached hereto as Exhibit "A", with the Developers, Owner; and further authorizes the Town Manager to execute said agreements and pursue any necessary procedures on behalf of the Town of Westlake. SECTION 3: If any portion of this Resolution shall, for any reason, be declared invalid by any court of competent jurisdiction, such invalidity shall not affect the remaining provision ns hereof and the Council hereby determines that it would have adopted this Resolution without the invalid provision. Resolution 17-28 Page 1 of 2 SECTION 4: That this resolution shall become effective from and after its date of passage. PASSED AND APPROVED ON THIS 19th DAY OF JUNE,2017. l fi Laura Wheat, Mayor ATTEST: Wit -(-�o v t'lLih: KeO Edwaids, Town Secretary Thomas E. Brym , r Manager APPROVED AS TO FORM: (!i) �l Stan wry, Town�k orney ✓ J Resolution 17-28 Page 2 of 2 MASTER ROADWAY CONSTRUCTION AGREEMENT FOR THE CONSTRUCTION OF SCHWAB WAY, PHASE ONE This Agreement("Agreement")is executed to be effective as of the 19th day of June,2017 ("Effective Date") by and among the Town of Westlake, Texas (the "Town"), Westlake Retail Associates, Ltd., a Texas limited partnership ("WRA"), HW 2421 Land, LP, a Texas limited partnership("HW2421"),and Hillwood Alliance Services,LLC,a Texas limited liability company ("HAS"). WRA is the owner of that certain real property as more particularly described in Exhibit "A", attached hereto and incorporated herein by reference (the "WRA Property"). HW2421 is the owner of that certain real property as more particularly described in Exhibit `B", attached hereto and incorporated herein by reference (the "HW2421 Property"). This Agreement concerns the dedication of the WRA Property and the HW2421 Property for the right-of-way for, and construction of, phase one of a roadway herein referred to as "Schwab Way" and which construction may also be described as the "HAS Phase One Improvements" herein, for which the right-of-way is described in Exhibit"A" and Exhibit`B". SECTION 1. HAS ROADWAY IMPROVEMENTS A. HAS Phase One Improvements. The HAS Phase One Improvements shall be constructed pursuant to the terms and conditions set forth in this Agreement. B. Schwab Way. 1. HAS shall construct or cause to be constructed the HAS Phase One Improvements, which means phase one of a four lane, divided or undivided Portland Cement concrete road as depicted on Exhibit "C" attached hereto and incorporated herein by reference and referred to herein as Schwab Way. Construction the HAS Phase One Improvements will be completed from the intersection of Trophy Lake Drive and SH 170/114 to the westerly end of Schwab Phase One (hereinafter defined) on the Schwab Property (hereinafter defined) within a 100' wide right of way to be dedicated to the Town. The construction of the HAS Phase One Improvements shall be completed, and accepted by the Town (said acceptance not to be unreasonably withheld), on or before the HAS Phase One Improvements Deadline (defined below). 2. The HAS Phase One Improvements shall include the roadway,underground storm drainage, a 12" water line, street lighting, sidewalks within the right of way, enhanced concrete and/or concrete pavers, and traffic signals (if warranted). 3. HAS shall provide the Town with contracts,specifications,and construction plans as required here under that bear the seal of a Licensed Professional Engineer who shall be licensed in the State of Texas. 4. The Town shall review the submitted contracts, specifications, and construction plans for the HAS Phase One Improvements for compliance Resolution 17-28 Page I of 11 with Town regulations and the Comprehensive Plan and will issue a Notice to Proceed once the contracts, specifications, and construction plans are deemed acceptable for construction and approved by the Town Engineer. 5. HAS agrees it will contract for the HAS Phase One Improvements with contractors who are approved to work within the Town. Before acceptance of the public improvements by the Town, the contractor or contractors will furnish a two-year maintenance bond as specified below. 6. Upon completion of the construction of the HAS Phase One Improvements, HAS shall provide the Town with as- built drawings of the same. 7. HAS agrees the HAS Phase One Improvements shall become the property of the Town only after completion of the work, final acceptance issued by the Town, and submission of the aforementioned maintenance bonds, and when all of the facilities are constructed. 8. HAS acknowledges that the traffic impact analysis (TIA) submitted for the portions of the PD3-5(A) and PD3-5(B) zoned areas to be served by Phase One of Schwab Way as contemplated in this Agreement, and that the TIA remains is under review by the Town as of the date of this agreement. SECTION 2. GENERAL REQUIREMENTS FOR THE HAS IMPROVEMENTS A. HAS Phase One Improvements Deadline. The term "HAS Phase One Improvements Deadline" shall mean the date on which a certificate of occupancy is issued by the Town for a corporate office and amenity campus consisting of a building or buildings totaling, in the aggregate, at least 400,000 square feet ("Schwab Phase One") located on the property described on Exhibit "D" attached hereto and incorporated herein by reference (the "Schwab Property"). B. Maintenance Security for Schwab WE. At the time of initial construction of the HAS Phase One Improvements, HAS shall obtain a maintenance bond provided by its general contractor that guarantees maintenance of the paving within the HAS Phase One Improvements for a period of not less than two (2) years following Town of Westlake acceptance of construction of the HAS Phase One Improvements. The bond shall be in the amount of 100 percent of the costs of the maintenance of the paving within the HAS Phase One Improvements for this period as reasonably determined by HAS. C. Security for Completion of the Schwab Way. HAS shall obtain a performance bond from the general contractor to insure the completion of the HAS Phase One Improvements, and either assign such performance bond to the Town or cause the Town to be listed on such bond as a co-obligee in the amount of 100 percent of the funds estimated by HAS's engineer to be necessary to pay for completion of the HAS Phase One Improvements. Resolution 17-28 Page 2 of 11 D. HAS Engineer. HAS must employ a civil engineer licensed to practice in the State of Texas, for the design and preparation of the plans and specifications for construction of the Schwab Way. E. Contractor Approval. HAS shall employ a construction contractor who is approved by the Town in connection with construction of the HAS Phase One Improvements. The contractor must meet the Town's regulatory standards and statutory requirements for being insured, licensed, and bonded to do work in public streets and/or public projects,and to be qualified in all respects to bid on public streets and upon public projects of similar nature, as the case may be. F. Dedication of Property. Dedication to the Town of real property, including right- of-way and easements, shall include a metes and bounds description stamped by a Texas registered professional surveyor. SECTION 3. CONSTRUCTION PROCEDURES FOR HAS IMPROVEMENTS A. Engineering Standards. HAS covenants that all HAS Phase One Improvements shall be constructed in accordance with the Town engineering standards. B. Conditions Prior to Construction. Prior to authorizing construction of the HAS Phase One Improvements,the Town shall be satisfied that the following conditions have been met with respect to the HAS Phase One Improvements: 1. All required plans and contract documents, if any, shall have been completed and filed with the Town. 2. All contractors participating in the construction shall be presented with a set of approved plans bearing the Town stamp of release. These plans must remain on the job site at all times. 3. A complete list of the contractors, their representatives on the site, and the telephone numbers where a responsible party may be reached at all times, must be submitted to the Town. 4. HAS or the contractor must furnish to the Town an insurance policy of general liability in the amount of $1,000,000 naming the Town as an additional insured prior to the commencement of any work on the HAS Phase One Improvements. C. Fees. All applicable Town fees will be paid. D. Inspections. Construction of the HAS Phase One Improvements shall be subject to periodic inspections by the Town or the Town's designee. HAS shall be responsible for completing and/or correcting any HAS Phase One Improvements completed by HAS which are not constructed in accordance with the Town's construction standards and specifications and engineering standards. Any change Resolution 17-28 Page 3 of 1 I in design required during construction shall be reviewed and approved by the Town. SECTION 4. DEFAULT, TERMINATION AND FAILURE BY THE HAS TO MEET VARIOUS DEADLINES AND COMMITMENTS. A. Violations of Town Code, State or Federal Law An event of default shall occur under this Agreement if prior to completion of the HAS Phase One Improvements any written citation is issued to HAS due to the occurrence of a violation of a material provision of the Town Code with respect to the construction described herein (including, without limitation, any violation of the Town's Building or Fire Codes, and any other Town Code violations related to the environmental condition of the improvements, or to matters concerning the public health, safety or welfare)and such citation is not paid or the recipient of such citation does not properly follow the legal procedures for protest and/or contest of any such citation. An event of default shall further occur under this Agreement if HAS is in violation of any material state or federal law, rule or regulation on account of the HAS Phase One Improvements, or any operations thereon (including,without limitation,any violations related to the environmental condition of improvements; the environmental condition on other land or waters which is attributable to operations of the road construction; or to other matters concerning the public health, safety or welfare related to the improvements). Upon the occurrence of such default, the Town shall notify HAS in writing and HAS shall have (i) thirty (30) calendar days to cure such default or (ii) if HAS has diligently pursued cure of the default but such default is not reasonably curable within thirty (30) calendar days, then such amount of time that the Town reasonably agrees is necessary to cure such default. If the default has not been fully cured by such time, the Town shall have the right to terminate this Agreement immediately by providing written notice to HAS and shall have all other rights and remedies that may be available to under the law or in equity. C. General Breach Unless stated elsewhere in this Agreement, HAS shall be in default under this Agreement if HAS materially breaches any term or condition of this Agreement. In the event that such breach remains uncured after thirty (30) calendar days following receipt of written notice from the Town referencing this Agreement (or, if HAS has diligently and continuously attempted to cure following receipt of such written notice but reasonably requires more than thirty (30) calendar days to cure, then such additional amount of time as is reasonably necessary to effect cure, as determined by the Town and HAS mutually and in good faith),the Town shall have the right to terminate this Agreement immediately by providing written notice to HAS. Resolution 17-28 Page 4 of 1 I SECTION 5. NO INDEPENDENT CONTRACTOR OR AGENCY RELATIONSHIP It is expressly understood and agreed that HAS shall not operate as a servant, contractor agent, representative or employee of the Town. HAS shall have the exclusive right to control all details and day-to-day operations relative to its operations and obligations that it is required to perform under the Agreement and shall be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors, subcontractors, licensees and invitees. HAS acknowledges that the doctrine of respondeat superior will not apply as between the Town and HAS, or Town's officers, agents, servants, employees, contractors, subcontractors, licensees, and invitees. HAS further agrees that nothing in this Agreement will be construed as the creation of a partnership or joint enterprise between the Town and HAS. SECTION 6. INDEMNIFICATION HAS,AT NO COST OR LIABILITY TO THE TOWN,AGREES TO DEFEND, INDEMNIFY AND HOLD THE TOWN,ITS OFFICERS,ELECTED AND APPOINTED OFFICIALS,AGENTS,ATTORNEYS, SEW VANTS AND EMPLOYEES(TOGETHER WITH THE TOWN, EACHA "TOWN INDEMNIFIED PERSON')HARMLESSAGAINSTANYAND ALL CLAIMS,LAWSUITS,ACTIONS, COSTS AND EXPENSES OFANY KIND, INCLUDING,BUT NOT LIMITED TO, THOSE FOR PROPER TYDAMAGE OR LOSS(INCL UDINGALLEGED DAMAGE OR LOSS TO HAS'S BUSINESS AND ANY RES ULTING LOST PROFITS OF HAS)AND/OR PERSONAL INJURY,INCLUDING DEATH, THAT RELATE TO,ARISE OUT OF OR ARE OCCASIONED BYANYACT OR OMISSION OR INTENTIONAL MISCONDUCT OF HAS, ITS OFFICERS,AGENTS, ASSOCIATES, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS (OTHER THANANY TOWN INDEMNIFIED PERSON)ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.HAS'OBLIGATIONS IN THIS SECTION 6 SHALL NOT APPL Y TO ANY CLAIM,LOSS,DAMAGE, CA USE OFA CTION, SUIT OR LJABILITY THAT ARISES MORE THAN TWO YEARS AFTER THE COMPLETION,AND ACCPETANCE BY THE TO WN, OF CONSTR UCTION OF THE HAS PHASE ONE IMPROVEMENTS. SECTION 7. INDEMNITY AGAINST DESIGN DEFECTS APPROVAL OF THE TOWN ENGINEER OR OTHER TOWN EMPLOYEE, OFFICIAL, CONSULTANT, EMPLOYEE, OR OFFICER OF ANY PLANS, DESIGNS OR SPECIFICATIONS SUBMITTED BY HAS UNDER THIS AGREEMENT SHALL NOT CONSTITUTE OR BE DEEMED TO BE A RELEASE OF THE RESPONSIBILITY AND LIABILITY OF HAS, ITS ENGINEER, CONTRACTORS, EMPLOYEES, OFFICERS, OR AGENTS FOR THE ACCURACY AND COMPETENCY OF THEIR DESIGN AND Resolution 17-28 Page 5 of 11 SPECIFICATIONS. SUCH APPROVAL SHALL NOT BE DEEMED TO BE AN ASSUMPTION OF SUCH RESPONSIBILITY OR LIABILITY BY THE TOWN FOR ANY DEFECT IN THE DESIGN AND SPECIFICATIONS PREPARED BY THE CONSULTING ENGINEER,ITS OFFICERS,AGENTS, SERVANTS, OR EMPLOYEES, IT BEING THE INTENT OF THE PARTIES THAT APPROVAL BY THE TOWN ENGINEER OR OTHER TOWN EMPLOYEE, OFFICIAL, CONSULTANT, OR OFFICER SIGNIFIES THE TOWNAPPROVAL OF ONLY THE GENERAL DESIGN CONCEPT OF THE IMPROVEMENTS TO BE CONSTRUCTED. IN THIS CONNECTION, HAS SHALL INDEMNIFY AND HOLD HARMLESS EACH TOWN INDEMNIFIED PERSON, FOR A PERIOD OF TWO YEARS AFTER COMPLETION OF CONSTRUCTION OF THE HAS PHASE ONE IMPROVEMENTS,FROMANYLOSS,DAMAGE,LIABILITYOR EXPENSE ONACCOUNT OFDAMAGE TO PROPERTYAND INJURIES,INCLUDING DEATH, TO ANY AND ALL PERSONS WHICH MAY ARISE OUT OF ANY DEFECT,DEFICIENCY OR NEGLIGENCE OF THE ENGINEER DESIGNS AND SPECIFICATIONS TO THE EXTENT PREPARED OR CAUSED TO BE PREPARED BY HAS AND INCORPORATED INTO THE HAS PHASE ONE IMPROVEMENTS, AND HAS SHALL DEFEND AT ITS OWN EXPENSE ANY SUITS OR OTHER PROCEEDINGS BROUGHT AGAINST ANY TOWN INDEMNIFIED PERSON, ON ACCOUNT THEREOF, TO PAY ALL EXPENSES AND SATISFY ALL JUDGMENTS WHICH MAY BE INCURRED BY OR RENDERED AGAINST THEM, COLLECTIVELY OR INDIVIDUALLY, PERSONALLY OR IN THEIR OFFICIAL CAPACITY, IN CONNECTION HEREWITH, PROVIDED THAT HAS SHALL HAVE THE RIGHT TO SELECT COUNSEL OF ITS OWN CHOOSING AND SHALL HAVE ALL REQUISITE AUTHORITY TO ENTER INTO ANY SETTLEMENT AGREEMENT AT ANY TIME IN CONNECTION WITHANY SUCH CLAIMS OR LIABILITIES FOR WHICH HAS OWES INDEMNITY UNDER THIS SECTION 7. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 7 SHALL REQUIRE HAS TO INDEMNIFY OR DEFEND FOR ANY CLAIMS ARISING OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE TOWN ENGINEER OR ANY TOWN INDEMNIFIED PERSON. SECTION 8. NOTICES All written notices called for or required by this Agreement shall be addressed to the following, or such other party or address as either party designates in writing, by certified mail, postage prepaid, or by hand delivery: If to HAS: Hillwood Alliance Services, LLC 9800 Hillwood Parkway, Suite 300 Fort Worth, TX 76177 Attention: Russell Laughlin Resolution 17-28 Page 6 of I 1 With a copy to (which shall not constitute notice): If to WRA: Westlake Retail Associates, Ltd. c/o Hillwood Alliance Services, LLC 9800 Hillwood Parkway, Suite 300 Fort Worth, TX 76177 Attention: Russell Laughlin If to HW2421: HW 2421 Land, LP 9800 Hillwood Parkway, Suite 300 Fort Worth, TX 76177 Attention: Russell Laughlin If to Town: Town of Westlake Attn: Town Manager 1301 Solana Boulevard Building 4, Suite 4202 Westlake, Texas 76262 With a copy to (which shall not constitute notice) Boyle&Lowry, L.L.P. Attn: L. Stanton Lowry 4201 Wingren Dr., Suite 108 Irving, Texas 75062 SECTION 9. ASSIGNMENT AND SUCCESSORS HAS may not assign, transfer or otherwise convey any of its rights or obligations under this Agreement to any other person or entity without the prior consent of the Town Council. Any lawful assignee or successor in interest of HAS of all rights and obligations under this Agreement shall be deemed `HAS' for all purposes under this Agreement. SECTION 10. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS This Agreement will be subject to all applicable Federal, State and local laws, ordinances,rules and regulations,including,but not limited to,all provisions of the Town's codes and ordinances, as amended. SECTION 11. GOVERNMENTAL POWERS It is understood that by execution of this Agreement, the Town does not waive or Resolution 17-28 Page 7 of 11 surrender any of it governmental powers or immunities that are outside of the terms, obligations, and conditions of this Agreement. SECTION 12. NO WAIVER The failure of either party to insist upon the performance of any term or provision of this Agreement or to exercise any right granted hereunder shall not constitute a waiver of that party's right to insist upon appropriate performance or to assert any such right on any future occasion. SECTION 13. VENUE AND JURISDICTION If any action,whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County or Denton County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. SECTION 14. NO THIRD PARTY RIGHTS The provisions and conditions of this Agreement are solely for the benefit of the Town, HAS and WRA, and any lawful assign or successor of HAS, and are not intended to create any rights, contractual or otherwise,to any other person or entity. SECTION 15. FORCE MAJEURE It is expressly understood and agreed by the Parties to this Agreement that if the performance of any obligation hereunder is delayed by reason of war, civil commotion, acts of God, inclement weather that prohibits compliance with any portion of this Agreement, or other circumstances which are reasonably beyond the control of the party obligated or permitted under the terms of this Agreement to do or perform the same, regardless of whether any such circumstance is similar to any of those enumerated or not,the party so obligated or permitted shall be excused from doing or performing the same during such period of delay, so that the time period applicable to such requirement shall be extended for a period of time equal to the period such party was delayed. SECTION 16. INTERPRETATION In the event of any dispute over the meaning or application of any provision of this Agreement, this Agreement shall be interpreted fairly and reasonably, and neither more strongly for or against any party, regardless of the actual drafter of this Agreement. Resolution 17-28 Page 8 of 1 I SECTION 17. SEVERABILITY CLAUSE. It is hereby declared to be the intention of the Parties that sections, paragraphs, clauses and phrases of this Agreement are severable, and if any phrase, clause, sentence,paragraph or section of this Agreement shall be declared unconstitutional or illegal by the valid judgment or decree of any court of competent jurisdiction, such unconstitutionality or illegality shall not affect any of the remaining phrases, clauses, sentences, paragraphs or sections of this Agreement. SECTION 18. CAPTIONS Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. SECTION 19. ENTIRETY OF AGREEMENT This Agreement, including any attachments attached hereto, contains the entire understanding and Agreement between the Town, WRA and HAS, and any lawful assign and successor of HAS, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. Notwithstanding anything to the contrary herein, this Agreement shall not be amended unless executed in writing by all parties and approved by the Town Council of the Town in an open meeting held in accordance with Chapter 551 of the Texas Government Code. SECTION 20. COUNTERPARTS This Agreement may be executed in multiple counterparts, each of which shall be considered an original, but all of which shall constitute one instrument. Resolution 17-28 Page 9 of 11 SIGNED AND EFFECTIVE on the date last set forth below. HAS: Hillwood Alliance Services, LLC N BY: Name: Title: WRA: Westlake Retail Associates, Ltd. By: HWWRA GP, LLC, a Texas limited liability company, its general partner Name: j(� Title: Sr . i C ' (` k f 'n+ HW2421: HW 2421 LAND, LP, a Texas limited partnership By: HW 2421 Land GP LLC, > a Texas limited liability company, its general partner By: Name: L. "Ll t t k i o Title: -f Resolution 17-28 Page 10 of I 1 TOWN OF WESTLAKE, TEXAS By: Thomas E. ryrn r T n Manager ATTEST: ' q OF SFS Kelly E wards, V, Secretary O Date: I m 1 Stan L&y, Town A rney X A S Date: t Resolution 17-28 Page 11 of 11 Exhibit A - Master Roadway Construction Agreement EXHIBIT "AS' DESCRIPTION OF 4.388 ACRES OF LAND RIGHT-OF-WAY DEDICATION SCHWAB WAY BEING a tract of land situated in the Jesse Sutton Survey, Abstract Number 1154, Town of Westlake, Denton County, Texas and being a portion of that tract of land described by deed to Westlake Retail Associates, LTD, recorded in Instrument Number 98-ROI 18649, Real Property Records, Denton County, Texas and being more particularly described by metes and bounds as follows: BEGINNING at a 518 inch iron rod with plastic cap stamped "Peloton" set at the northeast corner of said Westlake Retail tract, being the northwest corner of that tract of land described by deed to HW 2421 Land, L.P., recorded in Instrument Number 2009-55583, said Real Property Records, and being in the south right-of-way line of State Highway 114 (a variable width right- of-way); ight- ofway); THENCE S 17025'1 7"W, 431.19 feet, departing said south right-of-way line, with the east line of said Westlake Retail tract, and the west line of said HW 2421 tract,to a 518 inch iron rod with plastic cap stamped "Peloton" found at the northeast corner of that tract of land (tract 1) described by deed to CS Kinross Lake Parkway, LLC,recorded in Instrument Number 2016- 64107, said Real Property Records at the beginning of a curve to the right; THENCE departing the west line of said HW 2421 tract, with the south line of said Westlake Retail tract, and the north line of said CS Kinross tract, and with said curve to the right, an arc distance of 30392 feet, through a central angle of 33°59'06", having a radius of 512.38 feet, the long chord which bears S 73'00'16"W, 299.48 feet to a 5/8 inch iron rod with plastic cap stamped "Peloton" found; THENCE S 89059'49"W, 1513.64 feet, continuing with said common line, to a 518 inch iron rod with plastic cap stamped "Peloton" found, at the beginning of a curve to the left; THENCE continuing with said common line and with said curve to the left, an are distance of 30.52 feet, through a central angle of 01026'22",having a radius of 1215.00 feet, the long chord which bears S 89'16'38"W, 30.52 feet, to a 518 inch iron rod with plastic cap stamped"Peloton" set; THENCE N 00058'1 5"W, 100.00 feet, departing said common line, to a 5/8 inch iron rod with plastic cap stamped "Peloton" set at the beginning of a non-tangent curve to the right; THENCE with said non-tangent curve to the right, an are distance of 32.21 feet, through a central angle of 01'24'13", having a radius of 1315.00 feet, the long chord which bears N 89017'43"E, 32.21 feet, to a 518 inch iron rod with plastic cap stamped "Peloton" set; Peloton Job No. HWAI6013 Tracking No.ACF#7000 Westlake June 14,2017 G:1JOB1HWA16013_CTR WESTLAKE_INFRAISURILEGALIHWA16013_DEI.DOCX Page ] of3 Exhibit A - Master Roadway Construction Agreement THENCE N 89059'49"E, 1513.64 feet, to a 518 inch iron rod with plastic cap stamped "Peloton" set, at the beginning of a curve to the left; THENCE with said curve to the left, at an are distance of 83.30 feet a 518 inch iron rod with plastic cap stamped "Peloton", found at the south corner of that tract of land (tract 2) described by deed to CS Kinross Lake Parkway, LLC recorded in Instrument Number 2016-64107 said Real Property Records, in all 306.83 feet, through a central angle of 42°37'54", having a radius of 412.38 feet, the long chord which bears N 68°40'52"E, 299.80 feet, to a 518 inch iron rod with plastic cap stamped "Peloton" found in the west line of said CS Kinross tract (tract 2), at the beginning of a compound curve to the left; THENCE with the west line of said tract 2, and with said compound curve to the left, an are distance of 199.27 feet, through a central angle of 28°28'29",having a radius of 400.97 feet, the long chord which bears N 2990'36"E, 197.23 feet, to a 518 inch iron rod with plastic cap stamped "Peloton" found; THENCE N 13°26'29"E, 91.19 feet, continuing with the west line of said tract 2, to a 518 inch iron rod with plastic cap stamped "Peloton" found; THENCE N 1701 WOVE, 32.91 feet, with said west line, to a 518 inch iron rod with plastic cap stamped"Peloton" found; THENCE S 75°22'51"E, 9.46 feet to the Point of Beginning and containing 191,131 square feet or 4.388 acres of land more or less. "Integral parts of this document" 1.Description—2 Pgs. 2.Exhibit— I Pg. Peloton Job No.HWA16013 Tracking No.ACF#7000 Westlake June 14,2017 G:'JOSIHWAl6013_CTR_WESTLAKE_INFRAISURILEGALIHWA16013_DEI.DOCX Page 2 of 3 6 BASIS OF BEARING IS THE TEXAS COORDINATE SYSTEM NAD83, o 0 NORTH CENTRAL ZONE 4202. � a CURVE TABLE ¢ W NO. DELTA RADIUS LENGTH BEARING DISTANCE nX7 Cl 01'24'13" 1315.00' 32.21' N 89'17'43" E 32.21' C2 28'28'29" 400.97' 199.27' N 29°10' 36" E 197.23' 0 300 600 CD C, v n _ _ �.___._ _ _ Stq�e�Il GRAPHIC SCALE IN FEET Q y ' _ 9hwgy II "INTEGRAL PARTS OF TH6 DQCUMENT" d 1.DESCRIPTION - 2 PGS. lg 1 �� 2.EXHIBIT - 1 PG. State 7- CS Kinross Lake Parkway, LLC m bA� !tract 2J 1 L3 Point of Beginning QI Inst." 2015-64907 m WESTLAKE RETAIL ASSOCIATES, LTD. R.P.R.D.C.T. J4F ko INST.* 98-RO11864942- ui R.P.R.D.C.T. R = 4 2.38'L = 306.83'LC= N68° 40Cb299.80co° NW 2421 Land L.P.N00° 58'15"W IRSCIIRS N89 59'49' E 1513.64' IRs lParcel 1J 100.00' 4.388 Acres Inst.' 2009-55583rRFR_P_R_O.C.T. z S890 59'49"W 1513.64' ' p = 330 59'06" p = 010 26'22" R = 512.38' R = 1215.00' a 0 L 30.52' LC= 5730 00'16"W Q LC= S890 16'38''W 299.48' m ' 30,52' coolCS Kinross Lake Parkway, LLC l�P�IO Inst.11 2016-64107 R.P.R.D.c.T. Exhibit "A" ° LINE TABLE W� o NO. BEARING DISTANCE �" # Right-of-Way Dedication L 1 N1 3"26'29"E 91 . 19' O on y SCHWAB WAY L3 S75°22'51"E 39.46' Lu SITUATED IN THE JESSE SUTTON SURVEY, �� s ABSTRACT NUMBER 1154 AND THE RICHARD EADS SURVEY, O 4 ABSTRACT NUMBER 393, TOWN OF WESTLAKE, TBPLS Firm Re No. 10177700 DENTON COUNTY COUNTY, TEXAS. Copyright(D 2017 Peloton Land Solutions, Inc. u Exhibit B - Master Roadway Construction Agreement EXHIBIT "A" DESCRIPTION OF 0.91.8 ACRES OF LAND RIGHT-OF-WAY DEDICATION SCHWAB WAY BEING a tract of land situated in the Jesse Sutton Survey, Abstract Number 1154, Town of Westlake, Denton County, Texas and being a portion of that tract of land described by deed to HW 2421 Land (Parcel 1) recorded in Instrument Number 2009-55583, Real Property Records, Denton County, Texas and being more particularly described by metes and bounds as follows: BEGINNING at a 5/8 inch iron rod with plastic cap stamped "Peloton" set, at the northwest corner of said HW 2421 Land, L.P., tract, and being the northeast corner of that tract of land described by deed to Westlake Retail Associates, LTD., recorded in Instrument Number 98- ROI 18649, said Real Property Records, and being in the south right-of-way line of State Highway 114(a variable width right-of-way); THENCE S 75023'38"E, 137.82 feet, with said south right-of-way line, and the north line of said HW 2421 tract, to a 518 inch iron rod with plastic cap stamped"Peloton" set, from which a 518 inch iron rod found, in the south right-of-way line of said State Highway 114,bears S 75°38'35"E, 39.90 feet; THENCE S 170 10'09"W, 40.80 feet, departing said common line, to a 518 inch iron rod with plastic cap stamped "Peloton" set; THENCE S 281149'1 2"W, 182.42 feet, to a 518 inch iron rod with plastic cap stamped"Peloton" set, at the beginning of a curve to the right; THENCE with said curve to the right, an arc distance of 243.17 feet, through a central angle of 27°11'31", having a radius of 512.38 feet, the long chord which bears S 42°24'58"W, 240.89 feet, to a 5f8 inch iron rod with plastic cap stamped "Peloton" found, at the northeast corner of that tract of land (tract 1) described by deed to CS Kinross Lake Parkway LLC, recorded in Instrument Number 2016-64107, said Real Property Records, and being in the west line of the aforementioned HW 2421 tract; THENCE N 17025'17"E, 431.19 feet with said west line,to the Point of Beginning and containing 40,004 square feet or 0.918 acres of land more or less. "Integral parts of this document" 1.Description— 1 Pg. 2. Exhibit— 1 Pg. Peloton Job No.HWA16013 Tracking No.ACF#7001 westlake June 14,2017 G:1JOB1I-IWA16013—CTR WESTLAKE_INFRAISURILEGALIHWA16013—DE2.DOCX Page 1 of 2 r N BASIS OF BEARING IS THE TEXAS COORDINATE SYSTEM o 0 NORTH CENTRAL ZONE 4202,NAD83 N IRS IRON ROD SET LL I IRF . 3RON ROD FOUND Q L9 a U w a N — e a 200 400 Y GRAPHIC SCALE IN FEET o "INTEGRAL PARTS OF THIS DOCUMENT" 4 Point of Beginning 1.DESCRIPTION - 1 PG. I .` 2.EXHIBIT - 1 PG. w I S,-5-2,3'381, m I ,-5'2 r3F ,g 3g"E CS Kinross L2 IRS 5 7�3.35 E Parkway LL39,90- ❑ (tract 2) IRsuj Inst.# 2016-6oC.0 LuLu R.P.R.D.C.TS17 10 D9 W U : Westlake Retail � 40.8DvD Associates, L TD. oInst,# 98-RO118649 I S28 49'12 W R.P.R.D.C.T. 182.42'55011'31" HW 2421 Land L.P. Q R 512.38' (Parcel I) _—.—_—_— - ._._.— — L = 243.17' Inst.# 2009--55583 �q LC= S42° 24'58"W 240.89` R.PeRod.CoT. o CS Kinross Loke Parkway LLC r (tract 0 = Inst." 2 016-6 410 7 I m R.P.R.D.C.T. o a �t Z N ON u u ® ° Exhibit a A Y o �A Right-of-Way Dedication � a~ J J3 o�� SCHWAB WAY w smU A j 1= 2 4' t0 SITUATED IN THE JESSE SUTTON SURVEY, o0 ABSTRACT NUMBER 1154, TOWN OF WESTLAKE, __ " s OENTON COUNTY COUNTY, TEXAS. 2 ....... TBPLS Firm Reg No. 10177700 Copyright C 2017 Peloton Land Solutions,Inc. Exhibit C - Master Roadway Construction Agreement Icy -4I Im 50Ra I aowM DEVELOPMENT 100'RO DEVELOPMENT_ I I I �i =� 12' W EL FLLA MAA VELLARWi I kCURB wl tlCUR s e'CURB CURB 0% °% 2°% ELECTRICGAS TELECOMMUNICATIONS GRAIN O IoU WAToLI E SANITARVSEWER 6 QUI Q m P IROPOSED 100'ROW mI y -ROM A SCHWAB WAY WITH FULL MEDIAN 1sFRaM NI BACK of CURB K Row SCHWAB PARTNERSHIP DEYELOPMENTI 10' 6it V12' 1d' 10' RN LA 12' 12' B' ' 6' MEDIAN TURN_ANE' q p� S'CURB IO e'CURB y 6'CURB Ip 2.0% 2.0°h ELF a RIC GAS RN O K-ER LI I Z TELECOMMUNICATIONS SANITPlR'VISEWER ORAL � -I F wI ST Iga RY r gUI Imp PROPOSED 100'ROW m�I 50 M FRO l l SCHWAB WAY WITH 2 LEFT TURN LANES I ROW LJ DEVELOPMENT 100'O EVELOPMENT I NA VELL VELA MEDIN TpUINA TURNVT VEL VLA RKW BIKE �R Il Ipl 1 6"CURB L° 6"CURB 20% 2.0% ELECTRIC TELECOMMUNICATIONS STo a DRAIN O WATERLINE Q 0 sArvIT^Ew seR g2Y ISI PROPOSED 100'ROW Q 4 C SCHWAB WAY WITH 2 LEFT TURN LANES&1 RIGHT TURN LANE mu,I 50'FROM 15'FROM y I BACK OF CURB 100,NOW SCHWAB PARTNERSHIP DEVELOPMENT 12 12 „' 12 12 B' I 10' 6' 1tl 10' 6' BIKE LANE ,PARKWAY TRAVEL LANE TPAVEL LANE MEDIPN TURN LANE TURN LANE TRAVEL LAN IFUVEL LAN PARKWAY, p� sly11 I DELINETEDDWITRAIH �G MARKERSIBUITOND rOCURB R I �% I I CURB I I ELF7RIC GAS TELECOMMUNICATIONS P TORO E GRAINWATLIN ARYSEWER - ST SA I NIT 2r PROPOSED 100'ROW P 0 SCHWAS WAY WITH 2 LEFT TURN LANES •UTartv DEPTHNOTTOSCALE. THIS IS FOR EXHIBIT PURPOSES ONLY.THIS EXHIBIT IS NOT A PART OF ANY CONCEPT OR DEVELOPMENT PLAN. DRAFT DATE:SO 1/2017 G ! S TRUCK TURNING 4 DETAIL N.T.S. SH 170 e e114 i TExas / / J PROP ROW MEDIAN TO BE - -- --- DELINEATED WITH REFLECTIVE RAISE -� -- PROP ROW MARKERS/BUTTONS„ / _ O F --> MIXED AILIHO/OFFICE \� o` PROPOSED D OFFICE/ PROP ROW ENTERTAINMENT RET AIUHOTEL �\ o POD 3 -- — Pool �yy 1.7 ACRES 4 _ 6.8 ACRES f I PW ROP RO_ 0 ` CROSSWALK —o i i V - CHARLES SCHWAB CROSSWALK O STREET (67'ROW) BRANCH ~ - O w w OF30 ECRES/RETAIL % — w w � w MIXED USE/ OFFICE/RETAIL/ ENTERTAINMENT 0 2.2 ACRES I rc RETAIL/ I MIXED USED/OFFICE/RETAIL V OFFICE �. w y OPEN SPACE POD 2 CROSSWALK PAVERS/ ACR COLORED CONCRETE ETE 6.1 ACRES POD 8 COLORED CONCRETE I 1.4 ACRES I COLORED CONCRETE 1.4 ACRES 4A DUAL LEFT TURN LAN S DUAL LEFT TURN LANES 3 TEMPORARY ASPHALT CROSSWALK PAVERS/ TRANSITION R COLORED CONCRETE STREET LIG (TYPICAL) TURNAROUND 3 B B 100'ROW HT AL SCHWAB WAY B i 1 --- -- ---- — - ------ -- -- ------ c ------ ---------- -- ------ --- ----- ---------- – --------- –––––––––– 1 r C 1 r 10'SIDEWALK/BIKE LANE ft a G RIGH. r ` RIHUNE RN A 0 00 0 o Ir Ir oO oma, 0 0 0 o _ _ o° /�I O —DBV LOPMENERB �[ O O O I oO - w@ UPRART AT EN ONCERPOSESONLYTHSPL IT NO- ART O _ OF EXHISI CONCERT OSEEONL THIS EX o o Exhibit D - Master Roadway Construction Agreement Exhibit D - Description of Schwab Property PROPERTY DESCRIPTION WHEREAS CS Kinross Lake Parkway LLC is the owner of a tract of land situated in the Jesse Sutton Survey, Abstract No. 1154 and the Richard Eads Survey,Abstract No.393,Town of Westlake,Denton County,Texas and being all of two tracts of land described as Tract 1 and Tract 3 in Special Warranty Deed to CS Kinross Lake Parkway LLC, recorded in Document No. 2016-64107,Official Records of Denton County,Texas and being more particularly described as follows- BEGINNING at a 518"iron rod with plastic cap stamped"PELOTON"found in the south right-of-way line of Proposed Roadway(a 100-foot wide right-of-way)at the northeast corner of said Tract 1; THENCE with the east line of said Tract 1,the following courses and distances to wit: South 17'25'21"West,a distance of 45.97 feet to a 518"iron rod with plastic cap stamped"PELOTON"found at the beginning of a tangent curve to the left having a central angle of 17°32'30",a radius of 2560.00 feet,a chord bearing and distance of South 8°39'06"West,780.71 feet; In a southwesterly direction,with said curve to the Teff,an arc distance of 783.77 feet to a point for corner; South 0°07'09"East,a distance of 245.16 feet to a paint in a lake at the southeast corner of said Tract 1; THENCE with the south line of said Tract 1,the following courses and distances to wit. South 89°27'07"West,a distance of 127.87 feet to a point in a lake at the beginning of a non-tangent curve to the right having a central angle of 79°36'02",a radius of 211.21 feet,a chord bearing and distance of South 89'27'07"West,270.40 feet; In a southwesterly direction,with said curve to the right,an arc distance of 293.43 feet to a point in a lake for comer; South 89'27'07"West,a distance of 78.72 feet to a point in a lake for corner; South 0°32'53"East,a distance of 25.20 feet to a point in a lake for corner; South 89'27'07"West,a distance of 194.11 feet to a 518"iron rod with plastic cap stamped"PELOTON"found at the southeast corner of said Tract 3; THENCE with the south line of said Tract 3,the following courses and distances to wit. South 64°51'10" West, a distance of 213.57 feet to a 518" iron rod with plastic cap stamped "KHA"set for comer; South 80°32'48"West,a distance of 304.04 feet to a 518"iron rod with plastic cap stamped"KHA"set at the southwest corner of said Tract 3 and at the beginning of a non-tangent curve to the right having a central angle of 23°40'31",a radius of 408.29 feet,a chord bearing and distance of South 55'08'46"West.167.51 feet; THENCE with the south line of said Tract 1,the following courses and distances to wit In a southwesterly direction,with said curve to the right, an arc distance of 168.71 feet to a 518"iron rod with plastic cap stamped"KHA"set for corner; South 50°57'18"West,a distance of 12.08 feet to a 518"iron rod with plastic cap stamped"KHA"set for comer; South 89'27'07"West,a distance of 32.96 feet to a 518"iron rod with plastic cap stamped"PELOTON"found at the beginning of a tangent curve to the left having a central angle of 90'00'00",a radius of 30.00 feet,a chord bearing and distance of South 4427'07"West,42.43 feet; In a southwesterly direction,with said curve to the left. an arc distance of 47.12 feet to a 518" iron rod with plastic cap stamped"PELOTON"found far corner; South 0'32'53"East,a distance of 45.96 feet to a 518"iron rod with plastic cap stamped"PELOTON"found for comer; North 89'54'09"West,a distance of 898.42 feet to a 518"iron rod with plastic cap stamped"PELOTON"found at the beginning of a tangent curve to the left having a central angle of 3'5508",a radius of 1882.50 feet.a chord bearing and distance of South 88'08'17"West,128.73 feet; In a southwesterly direction,with said curve to the left,an arc distance of 128.76 feet to a"PK"nail found for comer in the northeast line of a tract of land described in deed to Margaret 6.Lee,recorded in Instrument No. D208308067,Oficial Public Records of Tarrant County,Texas; THENCE with said northeast line,the fallowing courses and distances to wit North 41'18'25"West,a distance of 147.59 feet to a"PW nail found for corner; North 56'49'26"West, a distance of 522.90 feet to a"PK"nail found at the southwest corner of the westerly terminus of said Proposed Roadway and at the westernmost comer of said Tract 1; THENCE departing said northeast line and with the south line of said Proposed Roadway,the following courses and distances to wit: North 33'1 D'34"East,a distance of 455.15 feet to a 518"iron rad with plastic cap stamped"PELOTON"found at the beginning of a tangent curve to the right having a central angle of 56°49'15",a radius of 1215.00 feet,a chord bearing and distance of North 61'35'12"East,1156.16 feet; In a northeasterly direction,with said curve to the right,an arc distance of 1204.93 feet to a 518"iron rod with plastic cap stamped"PELOTON"found for corner; North 89'59'49"East,a distance of 1513.65 feet to a 518"iron rad with plastic cap stamped"PELOTON"found at the beginning of a tangent curve to the left having a central angle of 33'59'05", a radius of 512.38 feet.a chord bearing and distance of North 73°01317"East,299.48 feet; In a northeasterly direction with said curve to the left, an arc distance of 303.92 feet to the POINT OF BEGINNING and containing 71.1394 acres or 3,098,833 square feet of land. �..�•.. ��.Sol�,t�io�l i� -ag MARY LOUISE NICHOLSON >3 COUNTY CLERK :N °z 100 West Weatherford Fort Worth, TX 76196-0401 `• '` PHONE (817) 884-1195 TOWN OF WESTLAKE 1500 SOLANA BLVD. BLDG 7, SUITE 7200 WESTLAKE, TX 76262 Submitter: TOWN OF WESTLAKE DO NOT DESTROY WARNING - THIS IS PART OF THE OFFICIAL RECORD, Filed For Registration: 3/21/2019 10:38 AM Instrument#: D219055944 RESOL 22 PGS $96.00 By: D219055944 ANY PROVISION WHICH RESTRICTS THE SALE, RENTAL OR USE OF THE DESCRIBED REAL PROPERTY BECAUSE OF COLOR OR RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW.