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Res 11-26 Approving a Development Agreement with Hillwood Entities TOWN OF WESTLAKE RESOLUTION NO. 11-26 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, APPROVING A DEVELOPMENT AGREEMENT BETWEEN THE TOWN OF WESTLAKE AND HILLWOOD ALLIANCE SERVICES, LLC (HAS) , AIL INVESTMENT, L.P., AND HW 164 LAND, LP (COLLECTIVELY REFERRED TO AS "HILLWOOD ENTITIES"), PERTAINING TO CONVEYANCE OF CERTAIN REAL PROPERTY TO THE TOWN FOR CREATION OF A NORTHERN ENTRANCE POINT TO THE WESTLAKE ACADEMY CAMPUS, SETTING OUT RESPONSIBILITIES AND FUNDING FOR CERTAIN PUBLIC ROADWAY IMPROVEMENTS; AND PROVIDING A SEVERABILITY CLAUSE. WHEREAS, the Town of Westlake (the "Town") is experiencing planned growth through the attraction of economic development projects such as Deloitte University, which is consistent with the Town's comprehensive plan, as well as enrollment growth at Westlake Academy and growth in the area in general, all of which contribute to demand for improvements to Town's public roadway and campus infrastructure, and WHEREAS, the Town and Hillwood Entities desire to entire enter into a partnership whereby Hillwood-co-nvey wrtain e-seribed-land-to-the-Town-for--the-creation-of a new northern entrance point to the Westlake Academy school campus and will fund and construct that said northern entrance in accordance with the terms and conditions as set for the in that certain development agreement between the Town and the Hillwood Entities (and others) dated April 25, 2011, and WHEREAS, the development agreement, attached hereto and incorporated herein as Exhibit A, sets out the responsibilities of the parties and funding for an additional northern entrance point to the Westlake Academy school campus to enhance mobility within the campus and along Ottinger Road; and WHEREAS, the Town amends its budget for the Fiscal Year 2010-11 from Property Tax Sales Tax funds to include the payment by the Town to the Hillwood Entities in the amount of $109,756.59 for interest owed on a Promissory Note dated July 10, 2002 related to the purchase of the original Westlake Academy campus tract from the Hillwood Entities. WHEREAS, the Town Council finds that the passage of this Resolution is in the best interest of the citizens of the Town. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: That all matters stated in the Recitals hereinabove are found to be true and correct and are incorporated herein by reference as if copied in their entirety. Resolution 11-26 Page 1 of 2 SECTION 2: That the Town's budget for the Fiscal Year 2010-11 is hereby amended to reflect an expenditure of$109,756.59 from Property Tax Sales Tax funds for interest owed on a Promissory Note dated July 10, 2002 related to the purchase of the original Westlake Academy campus tract from.the Hillwood Entities. SECTION 3: That the development agreement, attached hereto and incorporated herein as Exhibit (the"Development Agreement"), is here by approved. SECTION 4: if any portion, provision, term or condition, of this Resolution, including any portion, provision, term or condition of the Development Agreement, shall, for any reason, be declared invalid by any court of competent jurisdiction, such invalidity shall not affect the remaining portions, provisions, terms or conditions hereof and the Council hereby determines that it would have adopted this Resolution and the Development Agreement without the invalid portion, provision, term or condition. SECTION 5: That this Resolution shall become effective from and after its date of passage. PASSED AND APPROVED ON THIS 2911H DAY OF AUGUST, 2011. - ATTEST: ----- _ t ra L.-Wheat, lGlayor Kelly Edwards 'Town Secretary Thomas E. Brymer, Town Manager OF kF APPROVED AS TO FORM: L. ton Lo ry. own orney X A5 Resolution 11-26 Page 2of2 Exhibit A DEVELOPMENT AGREEMENT This Development Agreement ("Agreement") is executed to be effective as of the 9-'0"Iday of uS} , 2011 ("Effective Date") by and among the Town of Westlake, Texas (the "Town"), AIL Ines meat,L.P.,a Texas limited partnership("AIL"),HW 164 Land,LP,a Texas limited partnership("HW 164") (AIL and HW 164 being collectively referred to in this Agreement as"HW"), and Hillwood Alliance Services,LLC("HAS"). HW 164 is the owner of that certain approximately 2.025 acre tract of real property described in Exhibit "A", attached hereto and incorporated herein by reference (the "Northern Entrance Tract"). This Agreement concerns(i)HW 164's conveyance to the Town of the Northern Entrance Tract,and (ii)the installation of certain public improvements on the Northern Entrance Tract. The parties hereby agree as follows: SECTION 1. THE NORTHERN ENTRANCE TRACT A. Title. As soon as practical after the Effective Date, HW 164 shall provide the Town with a current commitment for the issuance of an owner policy of title insurance to the Town from Republic Title of Texas, 2626 Howell Street, Tenth Floor, Dallas, Texas 752044064, (214) 855-8820,Attn: Anne Gross(the"Title Company"),including true,correct and,to the extent reasonably available from the public records,legible copies of all instruments referred -- to-in the-commitment as-conditions-or-exceptions-to-title-to the-Northern-Entrance Tract;(the ----- "Northern Entrance Title Commitment"). B. Survev. As soon as practical after the Effective Date,HW 164 shall provide the Town with a current boundary survey of the Northern Entrance Tract prepared by a duly-licensed Texas land surveyor (the "Northern Entrance Survey"). The legal description in the Survey, if different from the attached Exhibit"A",shall automatically be substituted as a new Exhibit "A"to this Agreement. C. Title and Survey Review. After receipt of the last of the Northern Entrance Title Commitment and the Northern Entrance Survey, the Town shall have a period of ten (10) days from such receipt to review same(the"Title Review Period"). If the Northern Entrance Survey or the Northern Entrance Title Commitment reflects or discloses any Title Defects that are unacceptable to the Town for any reason whatsoever,then,prior to the expiration of the Title Review Period, the Town may provide HW 164 with written notice of its objections. HW 164 may use its reasonable efforts to remove or cure the Title Defects,but shall not be required to incur any costs or to institute litigation in doing so. If HW 164 does not cure any or all of the Title Defects, then the Town may terminate this Agreement by giving written termination notice to HW 164, in which event no party shall have any further rights or obligations hereunder except those that expressly survive termination. The Town may,in its sole discretion, elect to waive its objection to any Title Defect at any time. Any items appearing on the Northern Entrance Title Commitment Title Commitment or the Northern Entrance Survey to which the Town does not timely object or to which the Town objects but HW 164 does not cure on or before the Closing shall be deemed"Northern Entrance Tract Permitted Exceptions". SECTION 2. CLOSING OF HW 164'S CONVEYANCE OF THE NORTHERN ENTRANCE Resolution i 1-26 12696903 Page 1 of 19 TRACT TO THE TOWN A. Time and Place. Unless the parties otherwise agree, the closing of the conveyance of the Northern Entrance Tract shall be consummated at a closing(the"Closing")to be held at the offices of the Title Company. The Closing shall occur on the date that is forty-five(45)days following the Effective Date (the "Closing Date"); provided, however, that the Town may elect to close earlier on five(5)business days written notice to HW 164. B. Items to be Delivered by the Town at the Closing. At the Closing,the Town shall deliver or cause to be delivered to HW 164, at the Town's sole cost and expense except as otherwise provided below, each of the following items: (i) Any documents reasonably required by the Title Company in order to close the transactions contemplated by this Agreement, provided, however, that such additional documents shall not increase the cost or liability to the Town beyond the cost and liability contemplated by this Agreement. C. Items to be Delivered by HW 164 at the Closing. At the Closing,HW 164 shall deliver or cause to be delivered to the Town, at HW 164's sole cost and expense except as otherwise provided below, each of the following items: (i) A deed duly executed and acknowledged by HW 164, in form of Exhibit"B" attached hereto and incorporated herein by reference(the"Northern Entrance Deed"), conveying unto the Town good and indefeasible fee simple title to the Northern Entrance Tract, subject to the Northern Entrance Tract Permitted Exceptions. (ii) Any other documents reasonably required by the Title Company in order to close the transactions contemplated by this Agreement, provided, however, that such additional documents shall not increase the cost or liability to HW 164 beyond the cost and liability contemplated by this Agreement. D. Title Insurance and Closing Costs. The Town may, at its expense,purchase title insurance covering the Northern Entrance Tract. HW 164 shall pay the cost of any escrow fee, recording fees,tax certificates,federal express fees,courier fees,copy fees and other similar fees related to the Closing. The Town and HW 164 shall each pay their own attorneys' fees. E. Adjustments and Prorations. Ad valorem taxes and assessments, owner's association assessments,and all items of expense regarding the Northern Entrance Tract shall be prorated as of the date of Closing. All items related to the Northern Entrance Tract which are subject to proration pertaining to the period prior to the Closing Date shall be charged to HW 164, and all such prorations pertaining to the period on or following the Closing Date shall be charged to the Town. If the Closing occurs before the tax rate is fixed for the then current year,the apportionment of taxes shall be upon the basis of the tax rate for the preceding year applied to the latest assessed valuation,and such proration shall be final. The Town shall be responsible for, and shall indemnify HW 164 for, any tax assessment of the Northern Entrance Tract due to changes in land usage or ownership. The terms of this Section 2.E. shall survive Closing. F. "AS-IS"Condition. The Town agrees to accept the Northern Entrance Tract from HW 164 on an"AS-IS","WHERE-IS"basis,and the Town hereby releases HW 164 from and agrees 2 SECTION 3. AMENDMENT OF EXISTING POST CLOSING AND FACILITIES CONSTRUCTION AGREEMENT A. Post Closing and Facilities Construction Agreement. AIL and the Town previously executed that certain Post Closing and Facilities Construction Agreement(the"Post Closing Agreement") dated July 10,2002. As of the Effective Date of this Agreement,AIL and the Town have also executed a First Amendment to the Post Closing Agreement in the form attached hereto as Exhibit"C"(the"First Amendment to Post Closing Agreement"). B. Interest Pa3qnent. As consideration for the execution of the First Amendment to Post Closing Agreement,upon execution of this Agreement,the Town shall pay to AIL the amount of one hundred nine thousand seven hundred fifty six and 59/100 Dollars ($109,756.59), which amount is equal to the remaining interest,and all remaining obligations,still owed by the Town to AIL pursuant to that certain Promissory Note dated July 10,2002 in the original principal amount of$1,475,400.00. C. Survival. The terms of this Section 3 shall survive any termination of this Agreement and the Closing. SECTION 4. THE ROAD IMPROVEMENTS A. Road Improvements. The term"Road Improvements" shall mean, collectively, those certain improvements described and/or depicted on Exhibit "D" attached hereto. Subject to the T-oven's acquisitionof the-Narthern Enntrance Tract and a�of the plans speer-cations for the Road Improvements,HAS shall construct the Road Improvements,at HAS's expense, pursuant to the terms and conditions set forth in this Agreement,on or before the Completion Deadline(hereinafter defined). HAS and the Town hereby agree and acknowledge as follows: (i)the Road Improvements shall,for all purposes be deemed part of the Public Improvements as defined in that certain Development Agreement dated April 25, 2011 executed by the Town, HW 164,HW 2421 Land,LP,and HAS(the"4/25/11 Development Agreement"),(ii)that all costs related to the Road Improvements shall for all purposes be deemed part of the Private Contribution(as defined in the 4/25/11 Development Agreement)and shall count towards the Maximum Obligation(as defined in the 4/25/11 Development Agreement),(iii)that all aspects of the construction of the Road Improvements including,without limitation,timing and approval requirements, shall be subject to all terms and conditions for construction of the Public Improvements as set forth in the 4/25/11 Development Agreement, and (iv) the 4/25/11 Development Agreement is hereby amended to the extent necessary to reflect the provisions of this Section 4.A. B. Com letion Deadline. The deadline for completion of the Road Improvements shall be the date that is one hundred eighty(18 0)days after the Closing of HW 164's conveyance of the Northern Entrance Tract to the Town, subject to Force Majeure (the "Completion Deadline"). The Completion Deadline is also dependent upon timely approvals by the Town,and any delay in a Town approval related to the Road Improvements or the Northern Entrance Tract shall operate to delay the Completion Deadline on a day-for-day basis. C. Maintenance Security for Road Improvements. At the time of initial construction of the Road Improvements, HAS shall obtain a maintenance bond provided by its general contractor that guarantees maintenance of the Road Improvements for a period of not less than two(2)years following completion of construction and acceptance by the Town of such Road Improvements Resolution 11-26 Page 3of19 Improvements,HAS shall obtain a maintenance bond provided by its general contractor that guarantees maintenance of the Road Improvements for a period of not less than two(2)years following completion of construction and acceptance by the Town of such Road Improvements (said acceptance not to be unreasonably withheld, conditioned or delayed). The bond shall be in the amount of 100 percent of the costs of the maintenance of such Road Improvements for this period as reasonably determined by HAS and the Town. D. Security for Completion of the Road Improvements. HAS shall obtain a performance bond from the general contractor to insure the completion of the Road Improvements, and either assign such performance bond to the Town or cause the Town to be listed on such bond as a co-obligee. The performance bond shall be in the amount of 100 percent of the funds estimated by HAS's Engineer to be necessary to pay for completion of the Road Improvements. E. HAS Engineer. HAS must employ civil engineers licensed to practice in the State of Texas, for the design and preparation of the plans and specifications for construction of the Road Improvements. F. Contractor Approval,. HAS shall employ construction contractors who are approved by the Town in connection with construction of the Road Improvements. The contractors must meet the Town's regulatory standards and statutory requirements for being insured, licensed,and bonded to do work on public streets and/or public projects,and to be qualified in all respects to bid on public streets and upon public projects of similar nature, as the case may be. G. Dedication of Property. The Town is financially and procedurally responsible for the acquisition of any and all additional right of way needed for the construction of the Road Improvements(other than the Northern Entrance Tract),and neither HW nor HAS shall have any liability in connection therewith. Any delays related to the Town's acquisition of the right-of-way or easements needed for construction of the Road Improvements shall be considered Force Majeure and will operate to extend the Completion Deadline. H. Engineering Standards. The Road Improvements shall be constructed to the Town's engineering standards in place as of the Effective Date of this Agreement. I. Conditions Prior to Construction. Prior to approving commencement of construction of the Road Improvements,the Town shall be satisfied that the following conditions have been met with respect thereto: 1. All required plans and contract documents for the Road Improvements,if any, shall have been completed and filed with the Town. 2. All contractors participating in the construction of the Road Improvements shall be presented with a set of approved plans bearing the Town stamp of release. These plans for such Road Improvements must remain on the job site at all times. 3. A complete list of the contractors for the Road Improvements,their representatives on the site,and the telephone numbers where a responsible party may be reached at all times,must be submitted to the Town. 4. HAS or the contractor for the Road Improvements must furnish to the Town an 4 insurance policy of general liability in the amount of$1,000,000 naming the Town as an additional insured prior to the commencement of any work on the Road Improvements. Said insurance policy shall remain in place until final acceptance by the Town of the Road Improvements (said acceptance not to be unreasonably withheld, conditioned or delayed). J. Fees. Any and all applicable Town fees related to the Road Improvements will be waived, including,without limitation,review,inspection and permit fees. Said waiver of fees shall be considered a grant under Chapter 380 of the Texas Local Government Code. K. Inspections. Construction of the Road Improvements shall be subject to periodic inspections by the Town or the Town's designee. HAS shall be responsible for completing and/or correcting any of the Road Improvements completed by HAS which are not constructed in accordance with the Town's engineering standards and the plans and specifications approved by the Town. Any change in design required during construction shall be reviewed and approved by the Town (said approval not to be unreasonably withheld, conditioned or delayed). L. Limitation on HW and HAS Dedication Requirements. The Town hereby agrees and acknowledges that, other than the Northern Entrance Tract which is to be conveyed to the Town pursuant to Section 1 above,HW,HAS and their affiliates,successors and assigns have previously dedicated all necessary right-of-way or other land for the Road Improvements,and that no additional right-of-way, easements or other land will be required from HW,HAS or their affiliates,successors or assigns with regard to the Road Improvements. The limitations in this section apply only to the specific Road Improvements defined herein and do not in any way prohibit the Town from utilizing its constitutional and statutory powers at any time in the future for public purpose beyond the scope of this Agreement. M. Specific Town Obligations Related to the Road Improvements. The Town must, at the Town's sole expense: (i) except for the Northern Entrance Tract which is to be conveyed to the Town pursuant to Section 1 above,acquire any and all additional right-of-way necessary to construct the Road Improvements in a timely manner that does not delay construction. (ii) relocate any and all utilities (including both those owned by the Town and those owned by private utility companies)as necessary to construct the Road Improvements in a timely manner that does not delay construction. Notwithstanding anything to the contrary, (a)HAS's obligation to proceed with contracting for or construction of the Road Improvements shall be contingent on the Town first fully satisfying all of its obligations set forth in this Section 4.M., if any, with regard thereto, (b) HAS will have no obligation to commence the design process or any other work or spend any money on the Road Improvements until the Town satisfies such obligations,and(c)any delay by the Town in satisfying such obligations shall operate to extend the Completion Deadline on a day-for-day basis. 5 SECTION 5. GENERAL PROVISIONS A. Assn ig nment. This Agreement,any part thereof,or any interest herein shall not be assigned by HAS without the express written consent of the Town which may not be unreasonably withheld;provided,however,that HW 164 may assign the Option to any third party without the written consent of the Town. B. Default and Remedies-HW 164 AIL and the Town. Upon HW 164's or AIL's default(not cured within applicable cure periods),the Town's sole and exclusive remedies shall be to:(a) require specific performance of HW 164 and/ or AIL, or (b) terminate this Agreement by written notice to HW 164 and AIL,in which case this Agreement shall be terminated and no party shall have any further rights or obligations hereunder except those that expressly survive termination,or(c)waive such default and proceed to Closing. Upon the Town's default(not cured within applicable cure periods),HW 164's and AEL's sole and exclusive remedies shall be to: (a) require specific performance of the Town, or (b) terminate this Agreement by written notice to the Town, in which case this Agreement shall be terminated and no party shall have any further rights or obligations hereunder except those that expressly survive termination,or(c)waive such default and proceed to Closing. C. Default and Remedies—HAS. If HAS fails to construct the Road Improvements pursuant to the terms and conditions of this Agreement, then upon a failure of HAS to cure a default within thirty(30)days following HAS's receipt of a written notice from the Town specifying such default,the Town, as its sole and exclusive remedies, may: (i) Declare this Agreement to be in default and require specific performance of HAS's obligations set forth herein; or (ii) Obtain funds under the security and complete the Public Improvements itself or through a third party,provided that HAS will be given first opportunity by the Town to provide such remedy. Prior to drawing on the security, the Town shall provide HAS with notice and give HAS a reasonable opportunity to cure. (iii) Notwithstanding anything to the contrary,in no event may the Town terminate this Agreement upon a default by HAS or otherwise. D. Waiver. No covenant or condition of this Agreement may be waived without consent of the parties to which the covenant or conditions benefit. Forbearance or indulgence by any party shall not constitute a waiver of any covenant or condition to be performed pursuant to this Agreement. E. Independent Contractor Status. HAS covenants that it is an independent contractor and not an officer,agent,servant or employee of the Town;that HAS shall have exclusive control of the details of the work performed by HAS hereunder and all persons performing same,and shall be responsible for the acts and omissions of HAS's officers,agents,employees,contractors, subcontractors and consultants; that the doctrine of respondent superior shall not apply as between the Town,HAS,and HAS's officers,agents,employees,contractors,subcontractors and consultants, and nothing herein shall be construed as creating a partnership or joint enterprise between the Town, HW or HAS. 6 F. General Indemnity Provisions. HAS shall waive all claims, fully release, indemnify, defend and hold harmless the Town and all of its officials,officers,agents,consultants, employees and invitees in both their public and private capacities (collectively, the "Town Parties")from any and all liability,claims,suits,demands or causes of action, including all expenses of litigation,court costs and attorneys' fees,which may arise by injury to or death of any person or damage to any property or person to the extent caused by the negligent acts of HAS, its officers, agents, consultants, employees or invitees (collectively, the "HAS Parties") arising out of or in connection with this Agreement. Such indemnification shall not apply to any claim, loss, damage cause of action, suit or liability that arises more than two years after the completion of construction of the applicable Project. Notwithstanding anything to the contrary, nothing contained in this Agreement shall waive the Town's defenses or immunities under Section 101.001 et seq. of the Texas Civil Practice and Remedies Code or other applicable statutory or common law. G. Responsibility for Design Defects. Approval of the Town Engineer or other Town employee, official, consultant, employee, or officer of any plans, designs or specifications submitted by HAS under this Agreement shall not constitute or be deemed to be a release of the responsibility and liability of HAS, its engineer, contractors, employees, officers, or agents for the accuracy and competency of their design and specifications. Such approval shall not be deemed to be an assumption of such responsibility or liability by the Town for any defect in the design and specifications prepared by the consulting engineer, his officers, agents, servants, or employees, it being the intent of the parties that approval by the Town Engineer or other Town employee,official,consultant,or officer signifies the Town approval of only the general design concept of the improvements to be constructed. H. Venue. Venue of any action brought hereunder shall be in Tarrant County,Texas. I. Tax Exem tions. The Town is an exempt organization under Section 151.309 of the Texas Tax Code, and if any of the HAS Improvements are dedicated to the Town under this Agreement, such improvements will be dedicated to public use and accepted by the Town subject to the terms of this Agreement. J. Notices. Any notices given or required to be given pursuant to this Agreement shall be sent by regular U.S. mail or certified mail,return receipt requested, to the following: TO THE TOWN: Town of Westlake 3 Village Circle, Suite 202 Westlake, Texas 76262 Attn: Town Manager 7 with copy to: Boyle and Lowry,L.L.P. 4201 Wingren, Suite 108 Irving, Texas 75062 Attn: L. Stanton Lowry TO HW 164: HW 164 Land,LP c/o Hillwood Development Company,LLC 13600 Heritage Parkway, Suite 200 Fort Worth, TX 76177 Attention: Russell Laughlin with copy to: Hillwood Development Company, LLC 13600 Heritage Parkway, Suite 200 Fort Worth,TX 76177 Attention: Don Reid with copy to: Kelly Hart&Hallman LLP 201 Main Street, Suite 2500 Fort Worth, TX 76102 Attention: Chad Key TO AIL: AIL Investment, L.P. c/o Hillwood Development Company,LLC 13600 Heritage Parkway, Suite 200 Fort Worth,TX 76177 Attention: Russell Laughlin with copy to: Hillwood Development Company, LLC 13600 Heritage Parkway, Suite 200 Fort Worth, TX 76177 Attention: Don Reid with copy to: Kelly Hart&Hallman LLP 201 Main Street, Suite 2500 Fort Worth,TX 76102 Attention: Chad Key S TO HAS: Hillwood Alliance Services,LLC c/o Hillwood Development Company,LLC 13600 Heritage Parkway, Suite 200 Fort Worth, TX 76177 Attention: Russell Laughlin with copy to: Hillwood Development Company, LLC 13600 Heritage Parkway, Suite 200 Fort Worth,TX 76177 Attention: Don Reid with copy to: Felly Hart&Hallman LLP 201 Main Street, Suite 2500 Fort Worth,TX 76102 Attention: Chad Key K. Third Party Beneficiaries. For purposes of this Agreement,including its intended operation and effect,the parties specifically agree that(1)this Agreement only affects matters/disputes between the parties to this Agreement,and is in no way intended by the parties to benefit or otherwise affect any third person or entity,notwithstanding the fact that such third person or entities may be in a contractual relationship with the Town, HW 164, AIL, HAS or all of them; and(2)the terms of this Agreement are not intended to release, either by contract or operation of law, any third person or entity from obligations owing by them to any party, L. Several Obligations. Notwithstanding anything to the contrary contained herein, this Agreement is not intended to create a relationship (contractual or otherwise)between HW 164,AIL and/or HAS,but rather only between each of(i)HW 164 and the Town, (ii)AIL and the Town and(iii)HAS and the Town. The Town agrees not to hold HW 164 liable or in default of its obligations hereunder for any failure of AIL and/or HAS to perform their obligations hereunder;further agrees not to hold AIL liable or in default of their obligations hereunder for any failure of HW 164 and/or HAS to perform its obligations hereunder,and further agrees not to hold HAS liable or in default of its obligations hereunder for any failure of HW 164 and/or AIL to perform their obligations hereunder. M. Authority to Act. The parties each represent and warrant that the signatories on this Agreement are authorized to execute this Agreement and bind his/her principals to the terms and provisions hereof. Each party warrants that any action required to be taken in order for this Agreement to be binding on it has been duly and properly taken prior to the execution of this Agreement. N. Invalidijy. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid,illegal or unenforceable in any respect,such invalidity, illegality or uncnforceability shall not affect any other provision thereof, 9 and so long as the contemplated exchanges transpire this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. [Signatures on following pages] 10 EXECUTED TO BE EFFECTIVE as of the Effective Date. HW 164 LAND,LP, a Texas limited partnership By: HW 2421 Land GP, LLC, a Texas limited liability company, its general partner By: ' Name: Title: S r. THE STATE OF TEXAS § COUNTY OFA(] § Qk�The fore oing instrument was acknowledged before me on "° ,1 2011, by ' ° ° , 'i U of HW 2421 Lan GP,LLC,a Texas limited liability company,genera artner of HW 164 Land,LP,a Texas limited partnership,on behalf of said limited partnership. 9 Notary Public, State of Texas LORI L. BOWLING j Notary Public, Slate of Texas ! My Commission Exp res AIL INVESTMENT,L.P., C3c#cb17 } a Texas limited partnership By: AIL GP, LLC, a Texas limited liability company, its general partner B Name: Title: t~ i THE STATE OF TEXAS § § COUNTY 0F `Qa1� § The foregoing instrume t 'was ackno ledged before me on �P_0 �,4 2011, by ' f. lam, c es. of AIL GP, LL(!, a Texas limited liability company, general parte r of AIL Investment, L.P., a Texas limited partnership, on behalf of said limited partnership. LORI L. BOWLING ' '' °n a" Notary Pub!!c, Stiate of Texas Notary Public, State of Texas ' My Comrn!saion Expires "�" f}`.� October 17, 2015 HILLWOOD ALLIANCE SERVICES,LLC, a Texas limited liability company By: -- Name: Title: 1 c-C THE STATE OF TEXAS § COUNTY OF ( 1 § The for oing i strument was acknovledgcd before me on �, 2011, by �. �` • 1CR- 1~e _ of Hillwood Alliance Services, LLC,a Texas limited liability comp , on behalf of said limited liability company. — -- ; LORI L. BOWLING Notary Public, State of Texas :r�rrgaf,,, i' Notary Public, State of Tat:I s My Commission Expires � October 17, 2015 i;, TOWN OF WESTLAKE,TEXAS Name: Laura Wheat Title: Mayor ATTEST: OF WAS By: t� Name: Kelly Ed ds * Title: Town Secretary rEX AS FORM RO/P-BY: ��L�r L. ton LoVry,T Atto ey THE STATE OF TEXAS § COUNTY OF The foregoing instrument was acknowledged before me on _Au$LkFn} 2-.Q , 2011, by 0.UY ,Mayor of the Town of Westlake,on behalf of the TO'Twn. Notary P blit, S6e of Texas �}Y SOV1 6 �,�,4 MMiSS10N SXFRR�S ` o MYcc �3 2044 Exhibit"A" to Development Agreement Description of the Northern Entrance Tract [to be attached] i�-�i <r k oar �wr'motiGe v aisrri � � I 16 lOaB.11ite 9 3 -it iOs a % / /* ,Dl� Ri { f J// gr o 's9�g p 5^�3§fid aaa N i%qO �¢a 3 ay M _ e422,ON. d avis tlaaxri L 1.0'axew �WV bra! � F sa-,r c xo:.ar�a n6Y3` - ' ,. •'` f Ya �,.. �, s ,_= � xoaasLe J:,: a? �9rgKea6 / 5 5-` I _ gt i v o ❑ $tom a g _ x#Xg # 3faa :tea �a R, i is AIR; ilei Geis Al i t p- 210.00' °..sc«r rlo0°26'56"4 .... _ � I Exhibit"B" to Development Agreement Form of Northern Entrance Deed [to be attached] FIRST AMENDMENT TO POST CLOSING AND FACILITIES CONSTRUCTION AGREEMENT This First Amendment to Post Closing and Facilities Construction Agreement ("First Amendment") is executed by AIL Investment, L.P., a Texas limited partnership ("Hillwood"), and The Town of Westlake, Texas, a Type A General Law Municipality ("Westlake") to be effective as of , 2011 (the "Amendment Date"). WHEREAS, Hillwood and Westlake executed that certain Post Closing and Facilities Construction Agreement with an effective date of July 10, 2002 (the "Agreement"); WHEREAS, pursuant to Section 3 of the Agreement, the Town agreed to construct certain roadway improvements described therein as the Phase I Road Improvements, the Phase II Road Improvements and the Phase III Road Improvements; WHEREAS, the Town has not yet completed the Phase II Road Improvements or the Phase III Road Improvements; and WHEREAS, Hillwood and Westlake have agreed to amend the Agreement as provided in this First Amendment; NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this First Amendment and in the Agreement, and for other good and valuable consideration, which the parties acknowledge receiving, Hillwood and Westlake agree as follows: 1. Section 3 and Section 4 of the Agreement are hereby deleted in their entirety and replaced with the following: "3. Roadway. Westlake shall complete the following roadway improvements: (a) the northerly two (2) lanes of the "Adjacent Roadway" generally from the intersection with the future "Westlake Parkway" westerly to the western boundary of the Phase I Site Improvements and (b) a temporary connection from the adjacent roadway to the existing Ottinger Road, north of the Property, generally as set forth on Exhibit "C", and shall be completed on or before the date set forth in Exhibit "C" (collectively, the "Roadway Improvements"). Westlake shall have no obligation to construct the Phase II Road Improvements or the Phase III Road Improvements. 4. Intentionally Deleted." 2. For the avoidance of doubt, Hillwood and Westlake hereby agree that, as of the Amendment Date, (a) Westlake's obligation to construct the Phase I1 Road Improvements and the Phase III Road Improvements is hereby terminated and released in its entirety,and(b)Hillwood and its affiliates shall have no obligation to dedicate any property in connection with the Roadway Improvements (as such term is defined in the Agreement). 3. This First Amendment may be executed by facsimile or otherwise in multiple counterparts, each of which will, for all purposes, be deemed an original, but which together will constitute one and the same instrument. 4. Except as otherwise specifically amended hereby,the Agreement remains in full force and effect as agreed to by the parties. 5. All capitalized terms used herein which are not otherwise defined have the same definitions as set forth in the Contract. [Signatures on following page] IN WITNESS WHEREOF, the undersigned have executed this First Amendment to be effective as of the Amendment Date. HILLWOOII: AIL INVESTMENT, L.P., a Texas limited partnership By: AIL GP, LLC, a Texas limited liability company, its general partner l' By:. v, Name: �... S 1 Title: h -e WESTLAKE: .44t1 OF W_, TOWN OF WESTLAKE,TEXAS a m By- Name: y:Name c� t5. Title: X A S ATTEST: By: Name: W 13-V Title: FO7/1 L. ton U6,xtttOey - f _ . ��---... � ----s . y/ � 1 Z �y , )», ` \// � � . \ re LU ) :--- -- ----------- ----Q \ � ±\ � . LLLJk C2 7) \ � � � � ] \ � � 5z . � 5 ( � DEDICATION DEED THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF TARRANT § That HW 2421 Land, LP, a Texas limited partnership and Hillwood Investment Land, L.P., a Texas limited partnership (collectively the "Grantor"), for and in consideration of the acceptance of the terms, conditions and reservations contained herein by The Town of Westlake, Texas, a municipal corporation of Tarrant and Denton Counties, Texas ("Grantee"), and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Has GRANTED and CONVEYED, and by these presents does GRANT and CONVEY, unto Grantee, as a dedication for the uses set forth herein, all of that certain tract of real property situated in Tarrant County, Texas described in Exhibit "A" attached hereto and made a part hereof by reference the "Proper ff). This conveyance of the Property is made and accepted subject to the following (the "Permitted Exceptions"): (i) the restrictions hereinafter set forth, (ii) the easements reserved as set forth in Exhibit "B" attached hereto and made a part hereof by reference, and (iii) all other matters of record affecting the Property that may exist as of the recordation of this instrument. The Property is conveyed to Grantee to he used only for the following purposes (the "Permitted Purposes"): the construction, use, maintenance, repair and reconstruction of a public roadway and for any other legal purpose, including without limitation, drainage facilities, utilities, --franchms, pipelines and-conduits of whatever-kind--or-description-,-both=publicly-owned—and- --- -- privately owned, where permitted by Grantee. All facilities constructed on the Property, other than the public roadway, must be buried beneath the surface of the Property (the "Underg_round Facilities"). Appurtenances to the Underground Facilities that cannot be installed underground but can only be installed on the surface of the Property may be installed on the surface of the Property. Temporary Facilities may be constructed on the surface of the Property or above the surface of the Property. For purposes of this agreement, "Temporary Facilities" shall mean only those surface-mounted or above-ground facilities required to service projects under construction. In no event shall Temporary Facilities be installed for more than two years. Temporary Facilities shall be removed at the expense of the party that installs the Temporary Facilities. Nothing herein shall be construed as requiring Grantee or a permittee of Grantee to bear the increased cost of the underground facilities required by this agreement(as compared to the cost of overhead facilities). There is excepted from this conveyance and reserved unto Grantor all of the water, oil, gas and other minerals in, on or under the Property, PROVIDED, HOWEVER, THAT GRANTOR SHALL NOT EXPLORE FOR, PRODUCE OR MINE SUCH MINERALS IN ANY MANNER THAT WOULD INTERFERE WITH GRANTEE'S USE OF THE PROPERTY. Grantor hereby retains and reserves a possibility of reverter in favor of Grantor pursuant to which the conveyance hereunder shall be automatically void and the estate granted shall be automatically terminated and forfeited, without the necessity of any notice (except as expressly provided in this Dedication Deed), election or re-entry whatsoever, with respect to any portion of the Property that, for a period of two years (after commencement of use of the roadway that has been constructed and opened on the Property) is not used as a public roadway, and Grantor gives Grantee written notice of such condition and such condition continues to exist 60 days following the giving of such notice, whereupon, effective as of the expiration of such 60-day period, all right, title and interest in and to such portion of the Property and all improvements then existing thereon shall automatically revert to Grantor. It is the express intention of Grantor and Grantee that Grantor is conveying to Grantee an estate in fee simple determinable in and to the Property Page 1 Dedication Deed 6043-deddeed-HW 2421-HW Investment-Westlake and that the provisions of this paragraph shall constitute conditional limitations upon the estate conveyed herein and not a covenant or a right of re-entry for breach of condition subsequent, such that fee simple title to the Property or the portion thereof that is not used as a public roadway for a period of two years (after commencement of use of the roadway that has been constructed and opened on the Property), together with improvements then existing thereon, shall automatically revert to Grantor, and no notice (except as expressly provided in this Dedication Deed), election or re-entry upon the Property shall be required to vest title to the Property (or portion thereof) and all improvements then existing thereon, in Grantor. Neither the occurrence of a condition due to an act or failure to act by a third parry, nor impossibility or inability of Grantee to prevent the occurrence of a condition, shall excuse such occurrence or condition or prevent the automatic termination of the determinable fee estate conveyed hereby. Notwithstanding the above provisions, in the event that the fee simple title to the Property reverts to Grantor as provided above, Grantee shall retain a perpetual, underground easement that shall survive such reversion on the following terms: (a) Any underground utility or other facilities installed in compliance with the Permitted Purposes and existing as of the date of such reversion, owned by Grantee or any other entity,may remain in place, and the owners thereof shall have the right to use, operate, maintain and repair such utilities; (b) Grantee shall have the right to install, use, operate, maintain and repair under the Property underground water, sanitary sewer and storm drainage facilities, as well as an other underground utility facilities that Grantee may own and operate in the future, and any necessary appurtenances thereto; and (c) Grantee shall have the right to allow or permit any public utility to install, use, operate, maintain and repair under the Property any underground public utility facilities. Notwithstanding the above stated easement rights that will be retained by Grantee in the event of such reversion, Grantor, and its successors, assigns and permittees, shall have the right to use the surface of the Property and any area beneath the surface of the Property for any use that does not interfere with the easement rights of Grantee and others described above. Further, Grantor, at its expense, shall have the right to relocate any utilities and facilities that are the subject of such rights provided that the level of service provided by such utilities at the new location will not be impaired in any material respect, either in the process of such relocation or after the completion thereof. The right of reversion reserved herein shall terminate and shall be of no further force or effect 21 years less one day after the death of the last survivor of any of the descendants of Queen Elizabeth H of England living on the date of execution of this Dedication Deed. The possibility of reverter and all other rights, options and easements retained or reserved by Grantor in this Dedication Deed shall be the property of and'shall inure to the benefit of Grantor, its successors and assigns, and are not appurtenant to any tract of property (other than the Property). All provisions of this Dedication Deed applicable to Grantor and Grantee shall be applicable to their respective successors and assigns. Grantor hereby disclaims any warranty, guaranty or representation, oral or written, past, present or future, of, as, to or concerning (i) the nature and condition of the Property, including, but not limited to, the suitability thereof for any activity or use; (ii) the condition of any improvements located thereon; (iii) the compliance of the Property with any laws, rules, ordinances or regulations of any government or other body. The conveyance of the Property as provided for herein is made on an "AS IS" basis, and by its acceptance of this Deed and in Page 2 Dedication Deed 6043-deddeed-HW 2421-HW Investment-Westlake consideration of the conveyances by Grantor herein, Grantee acknowledges that, except as otherwise specifically stated in this Dedication Deed, GRANTOR MAKES NO REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION, HABITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH WARRANTIES, TO THE FULLEST EXTENT PERMITTED BY LAW,ARE EXPRESSLY DISCLAIMED. TO HAVE AND TO HOLD the Property, subject to the Permitted Exceptions, together with all and singular the rights and appurtenances thereto in anywise belonging, unto Grantee, its successors and assigns forever; and Grantor does hereby bind itself, its successors and assigns, to WARRANT AND FOREVER DEFEND all and singular the Property, subject to the Permitted Exceptions, unto Grantee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof by, through or under Grantor,but not otherwise. EXECUTED this day of5QQ ,2011. HW 2421 LAND, LP, a Texas limited partnership By: HW 2421 Land GP, LLC, a Texas limited liability company, its general partner y: _ L. ussellghl. Senior Vice President HILLWOOD INVESTMENT LAND, L.P., a Texas limited partnership By: Hillwood Operating, L.P., a Texas limited partnership, its general partner By: Hillwood Services GP, LLC, a Texas limited liability company, its general partner By: '2'.1�' L'— L. kussclgpirt Senior Vice President Page 3 Dedication Deed 6043-deddeed-HW 2421-HW Investment-Westlake ACCEPTED ON THE TERMS, CONDITIONS AND RESERVATIONS CONTAINED HEREIN: The Town of Westlake By: Town Manager ° ATTEST: Q�N WFST � = m APPROY S O O ?1p X'A As Ta ttorn e./61-Z --THE STATE-OF TEXAS --- -§------- COUNTY OF TARRANT § This instrument was acknowledged before me on this day oO l l by L. Russell Laughlin, Senior Vice President of HW 2421 Land GP, LLC, gene al partner of HW 2421. Land,LP, a Texas limited partnership, on behalf of said limited partnership. Notary Public,State of Texas ln.��� :hc My Gommission Expires `�- ;f�f•E}••�' April 28, 201 5 Notary Public, State of Texas THE STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on 101 2011, by L. Russell Laughlin, Senior Vice President of Hillwood Services G , LLC, a Texas limited liability company, on behalf of ,said limited liability company, in its capacity as general partner of Hillwood Operating, L.P., a Texas limited partnership, on behalf of said limited partnership, in its capacity as general partner of Hillwood Investment Land, L.P., a Texas limited partnership, on behalf of said limited partnership. Notary Public, State of Texas +;`rRratfl� FAR..;y !AN�r Page Notary PL.')134, ,_gate -f Texas i Dedication Deed i:1iy 4omrn� ssror expires Ar.rij 9 1 7 6043-deddeed-HW 2421-HW Investment-Westlake R THE STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on this V54- day of&QkVj2& 2011, by::ffiu 0,:s E.�ru.rrer the Town Manager of the Town of Westlake, Texas, and by , Town Attorney of the Town of Westlake, Texas, a municipal corporation, on behalf of the Town of Westlake, Texas. KELLY EMARDS NAY COMMIsSION E01RES Not Publi tate of Texas SO. FehruM 32014 GRANTEE'S ADDRESS: AFTER RECORDING,RETURN TO: The Town of Westlake The Town of Westlake 3 Village Circle, Suite 207 3 Village Circle, Suite 207 Westlake, TX 76262 Westlake, TX 76262 Attention: Town Manager Attention: Town Manager WITH COPY TO: =-- - - HW 2421.Land GP,LLC 13600-Herftage-Parkway-Suite 200 --- -- Fort-Worthy TX 76177 Attention: L. Russell Laughlin Hillwood investment Land, LP 13600 Heritage Parkway Suite 200 Fort Worth,TX 76177 Attention: L. Russell Laughlin Page 5 A Dedication Deed 6043-deddeed-HW 2421-HW Investment-Westlake THE STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on this day of 2011, by the Town Manager of the T wan of Westlake, Texas, and by Town Attorney of the Town of Westlake, Texas, a municipal corporation; on behalf of the Town of Westlake, Texas. DONNA MADDERRA 1 � a Yna `&tM NOTARY PUBUCNot Public, State of Texas STATE OF TEXAS �'Y COMMISSION EXPIRES DECEMBER 20, 2091 GRANTEE'S ADDRESS: AFTER RECORDING,RETURN TO: The Town of Westlake The Town of Westlake 3 Village Circle, Suite 207 3 Village Circle, Suite 207 Westlake,TX 76262 Westlake, TX 76262 Attention: Town Manager Attention: Town Manager WITH COPY TO: HW 2421 Land GP, LLC 13600 Heritage Parkway_Suite 200 .. .. .... . . ..... . Fort Worth,_TX 76177 - -—- Attention:—L—. Russeli Laughlin Hillwood Investment Land, LP 13600 Heritage Parkway Suite 200 Fort Worth, TX 76177 Attention: L. Russell Laughlin Page 5 Dedication Deed 6043-deddeed-HW 2421-HW Investment-Westlake EXHIBIT "B" EASEMENTS RESERVED 1. Grantor hereby reserves a non-exclusive, assignable, free easement over and across the surface of any portion of the Property not covered by pavement for the installation and maintenance of landscaping and an underground landscape irrigation system. Grantor or Grantor's assignee, whichever entity installs any such landscaping or underground irrigation system, shall have the right and responsibility to keep such landscaping and irrigation system in good condition and repair. Grantee shall have no responsibility for any such maintenance. Grantee, at Grantor's expense, shall have the right to take such action as necessary to stop water from running on the Property from any leaks in the irrigation system that are not promptly repaired by Grantor or its assignee. 2. The easements reserved in this Exhibit "B" are easements in gross for the benefit of Grantor and its successors and assigns. 3. Grantor or its assignee shall make no use of the Property without Grantee's consent, which shall not be unreasonably withheld or delayed. Grantor or its assignee shall restore or repair any damage to the Property resulting from such use by Grantor or its assignee. 4. The person or entity (whether Grantor or an assignee of Grantor) exercising any right to._install_any__landscaping or_facilities_pursuant to_,the easement_reserved_herein..shall _ -------_._indemnify and--hold Grantee-harmless acid against any claims or damages (including court ----- _casts_and_reasonable-attorneys'_fees)__resulting_from_the construction,. installation, maintenance, use or existence of such landscaping or facilities except such claims or damages that result from the negligence of Grantee or its employees, agents or contractors.Notwithstanding the foregoing, Grantor shall not have any liability under this indemnity with respect to any landscaping or facilities installed by an assignee of Grantor or with respect to any landscaping or facilities assigned or conveyed by Grantor to an assignee after installation,provided that Grantor has given Grantee written notice of such assignment, by certified mail return receipt requested, at Grantee's address set forth in the Dedication Deed. Any such assignee (of whom Grantee has been notified as provided above) shall be automatically deemed to have assumed this indemnity upon such assignment and Grantor shall be deemed released therefrom. As a condition to the obligations under this indemnity, Grantee must give the indemnifying party prompt notice of any claim that may be covered by this-indemnity, shall cooperate in the defense thereof, and shall not take any action, including, but not limited to, a settlement of the claim, that would adversely affect the defense of such claim without the prior written consent of the indemnifying party. The above provisions do not restrict in any way the right of Grantee to bring suit under or otherwise enforce this indemnity in accordance with its terms. 5. By its acceptance of this Dedication Deed, Grantee agrees to execute such further instruments confirming or evidencing the easements reserved in this Exhibit "B" as Grantor from time to time may reasonably request, including, but not limited to, any utility easement documents used by any utility company, although such execution is not necessary for the exercise of any rights under this easement. Exhibit B to Dedication Deed 6043-deddeed-HW 2421-HW Investment-Westlake LEGAL DESCRIPTION RIGHT-OF-WAY DEDICATION BEING a tract of land situated in the J. Gibson Survey,Abstract Number 592,Town of Westlake, Tarrant County, Texas; and being a portion of that.certain tract of land described by deed to Hillwood Investment Land, LP, as recorded in County Clerk's Filing Number D207311517, County Records, Tarrant County, Texas, and also a portion of that certain tract of land described by deed to HW 2421 Land, LP, as recorded in County Clerk's Filing Number D209181337,County Records, Tarrant County,Texas, and being.more particularly described by metes and bounds as follows: COMMENCING at a 518 inch square iron rod found in the north line of-the Carpenter Addition., as recorded in Volume 388-120, Page 90, Plat Records,Tarrant County, Texas, said square iron being the common north corner of Lots 1.2 and 13, said Carpenter Addition; THENCE N 89054'55"E, 343.79 feet along said north line to a 518 inch iron rod with cap stamped "Peloton"set for the POINT OF BEGINNING; THENCE N 00"09'1 9"W, 1064.68 feet to a 5/8 inch iron rod with cap stamped "Peloton" set; THENCE N 18005'28"W, 16.24 feet to a 518 inch iron.rod with cap stamped"Peloton" set; THENCE N 00"09'19"W, 66.57 feet to a 518 inch iron rod with cap stamped "Peloton"set; THENCE N 22°36'21"E, 27.31 feet to a 518 inch iron rod with cap stamped"Peloton" set in the southwesterly line of that.certain 1.37 acre tract of land described by deed to the Town of Westlake, as recorded in County Clerk's Filing Number D203154759, County. Records,Tarrant County, Texas; THENCE S 00°02'05"E, 42.22 feet along the southwesterly line of said 1.37 acre tract to a 518 inch iron rod with cap stamped"Peloton"set; THENCE N 89057155"E, 51.18 feet along the most southerly line of said 1.37 acre tract to a 5/8 inch iron rod with cap stamped"Peloton"set; THENCE N 43006'413"E, 12.17 feet along the southeasterly line of said 1.37 acre tract to a 5/8 inch iron rod with cap stamped "Peloton"set; THENCE S 00009'06"E, 719.71 feet departing said 1.37 acre tract to a 5I8 inch iron rod with cap stamped"Peloton" set; THENCE S 221104'57"E,26.04 feet to a 518 inch iron rod with cap stamped"Peloton" set; THENCE S 00°15'38"E, 64.22 feet to a 518 inch iron rod with cap stamped "Peloton" set,being the northeast corner of that certain 0.468 acre tract of land described by deed to the Town of Peloton Job No. 10-HWA010 Page 1 of 2 GAJob110-HWA010-Dove RoadlSurlLega1110-hwal01.6—row 1.doex Tracking No. XX ACF 6043 Westlake, as recorded in County Clerk's Filing Number D203206081, County Records, Tarrant County,Texas; THENCE S 89049'56"W,44.35 feet along the north line of said 0.468 acre tract to a P.K. nail set; THENCE S 000 18'05"E, 330.36 feet along the west line of said 0.468 acre tract to a P.K. nail set; THENCE S 89054'55"W, 31.29 feet departing said 0.468 acre tract to the POINT OF BEGINNING, and containing 63,510 square feet, or 1.458 acres of land more or less. �x moi'• ��;�S 7�;q�� d : s .................Iy .____._...._._. TERENCE A. MURRAY = o ~6059 _ .--._ �iji�-�.ESS tfl.• b Peloton Job No. 10-HWAO 10 Page 2 of 2 G:\Job110-HWA010-Dove RoadlSurlLegal110-hwal0l.6 rowl.doex Tracking No. XX ACF 6043 DIAlt rLANt 6UUt4U1NAlL SYSTEM. LOT 1 BLOCK 1 NORTH CENTRAL ZONE. NAD 83 WESTLAKE MIIN VALUES DERIVED FROM THE GEDTEC }CIPAL C(1MPLEXt�� f� XETWORK FOR NORTH CENTRAL CAB. A, SLIDE 8811 TEAS P.R:TCT ��� ALL CORNERS ARE 5/8 INCH IRON 1/2 IRON RODS WITH CAPS STAMPED "PELOTON" E ROD FOUND X11 (� L' SET UNLESS OTHERWISE NOTED. 1 01 2.72' 'GR'AHAM' 112 IRON V Na9°49'40"E L5ROFOUND L6 "GRAHAAM" L 4 L 5/8"IRON RDD FOUND SCALE 1"-200° L 3 "CARTER & BURGESS" —70' MW 2421 LAND, LP J. Cc�T�� SON SURVEY D209a81337CR,T.C.T 65' ABSTRACT NUMBER 502 0 ti 5/8"IRON ROD FOUND Q "CARTER & BURGESS e LINE BEARING DISTANCE w L1 N00009` 1.9"W 1064. 68' z L2 N1 8°05'2.8"1N 16-24' HW 2421 LAND LP Wit~ L3 N0D D9' 1 9"W 66-57' 0709180337 C.R. C.T. L4 N22°36'21 "E 27. 31 ' L8 w L5 S00002'05"E 42.22' W Lu ROD FOUND Z� "CARTER 8 BURGESS" L6 N89057'55"E51 . 38' Q L7 N43°O6'40"E 12.17' L8 SOO°09'05"E 719. 71 ' L1 L9 S22°04:57"E 26.04' z -L10 SOO"_1-5:'..38..".E .- . 64.22 - --- - -L1-1 Sg9° gg... .__. _x..4.. 35-, -- ------ -5&"W -- - - -- -1-32 Soo° 18"--:05"E_ 330. 36' --- - l9 -- - - - — — L 3 S89054"55"W " f ACCESS EASEMENT AGREEMENT p 31 . 29 P.K ---- 0208246577 C.R.T.C.T.--- NAIL 410 - -- _- _ N89°5O'S7"E SET -"--- ----------------- 187.28' 1283.28' 5/8"IRON ROD FOUND �o "CARTER $ BURGESS" L11 0 HILL WOOD.INVESTMENT LAND, LP a D207311577,CR.T C.T. L12 HW 2421 LAND, LP D209181335 C.R.T.C.T. POINT OF POINT OF Q. COMMENCING BEGINNING 3 N89°54'55"E 343.79' P.K. Ll NAIL 5/B'SQUARE 175.00' 5/8"IRON = SET IRON RDD ROD FOUND FOUND "PELOTON" la L13 CARPENTER ADDITION I- VOL.386-120 PG. 90 OE T P.R_T_ T. 11 12 13 14 p STONEHURST ADDITION DIY9046148 P.R.T.C.T. TERENCEwAll URRAY .... :...x......... 5059 z OQ E-' 10-HWAGIO.6 ROW1 E- 0 AN EXHIBFT SHOWING £:e A VARIABLE WIDTH RIGHT-OF-WAY DEDICATIDN . i•s iSITUATED IN THE J.GIBSON SURVEY,ABSTRACT NUMBER 592, =.s P E LO T O 1� TARRANT COUNTY,TEXAS 11111— LAND SOLUTIONS 6761 KROGER OP.STE,1851 KELLER.TX 762441 R17.567.3350 JOB# 10-HWAOIO DRAWN BY: TAM CHECKED BY: JFK DATE: 09-07-11 PAGE# 1 ACF 6043 County Clerk Denton, Tx 76202 70 20t 1 00090032 Instrument Number: 2011-90032 As Recorded On: September 23, 2011 Deed Parties: HW 2421 LAND LP Billable Pages: 11 To Number of Pages: 11 Comment: (Parties listed above are for Clerks reference only) ** Examined and Charged as Follows: ** Deed 51.00 Total Recording: 51.00 ************ DO NOT REMOVE. THIS PAGE IS PART OF THE INSTRUMENT Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY because of color or race is invalid and unenforceable under federal law. File Information: Record and Return To: Document Number: 2011-90032 Receipt Number: 831179 THE TOWN OF WESTLAKE Recorded Date/Time: September 23, 2011 12:37:37P 3 VILLAGE CIR STE 207 TOWN MANAGER User 1 Station: J Morris - Cash Station 1 WESTLAKE TX 76262 Q THE STATE OF TEXAS} COUNTY OF DENTON } I hereby certify that this instrument was FILED in the File Number sequence on the datelkima printed heron,and was duly RECORDED in the official Records of Denton County,Texas. County Clerk ''-».......�' Denton County, Texas MARY LOUISE GARCIA .,, � " #•. COUNTYCLERK i 100 West Weatherford Fart Worth, TX 76196-0401 *•" PHONE(817) 884-1195 HILLWOOD PROPERTIES 13600 HERITAGE PKWY, STE 200 FT WORTH, TX 76177 Submitter: HILLWOOD PROPERTIES DO NOT DESTROY WARNING - THIS IS PART OF THE OFFICIAL RECORD. Filed For Registration: 9/21/20114:48 PM Instrument#: D211229926 D 11 PGS $52.00 By. i, ✓ D211229926 ANY PROVISION WHICH RESTRICTS THE SALE, RENTAL OR USE OF THE DESCRIBED REAL PROPERTY BECAUSE OF COLOR OR RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW. Prepared by: SLDAVES (-o 1 -7 SPECIAL WARRANTY DEED NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE VMBEPL 1 THE STATE OF TEXAS § cn S COUNTY OF TARRANT THAT, HW 164, LP, a Texas limited partnership ("Grantar"), for and in corssideratl r of the sum of $10.00 cash In hand paid by the Town of Westlake. a Type A General LrNA, Municipality ("Grantee"), whose address is 3 Village Circle, Suite 202, Westlake, Texas 7620, Attn: Town Manager, and other good and valuable consideration, the receipt anc� sufficiency of which are hereby acknowledged by Grantor, has GRANTED, BARGAINED, SOLD and CONVEYED and by these presents does GRANT, BARGAIN, SELL and CONVEY unto Grantee, that certain tract of real property situated in Tarrant County, Texas, and described in Exhibit "A" attached hereto and made a part hereof for all purposes, together with all and singular the rights; privileges, hereditaments, and appurtenances pertaining to such real property, _---including—any—and—all_L-provernents-_and._fixtures:_ouiTently attached-to-and,located-thereon::{the --- _ "Property„} There is hereby reserved for Grantor and Grantor's successors and assigns, all of Grantor's interest in the water, oil, gas and other minerals that are in and under the Property and that may be produced from it (all of which interests are excluded from the definition of"Pro e '); provided, however, Grantor shall not have the right of ingress and egress over the surface of the Property for mining, drilling, exploring, operating, and developing such water, oil, gas and other minerals. Notwithstanding anything to the contrary, nothing herein shall be construed as preventing Grantor and Grantor's successors and assigns from developing or producing the water, oil, gas and other minerals in and under the Property by pooling or by directional or horizontal. drilling under the Property from well sites located on tracts other than the Property. This conveyance is being made by Grantor and accepted by Grantee subject to all easements, restrictions, rights, reservations, encumbrances and other matters described in Exhibits "B", "C", and "D", respectively, attached hereto and incorporated herein by reference (collectively,the "Permitted Exceptions). TO HAVE AND TO HOLD the Property, together with, all and singular, the rights and appurtenances thereto in anywise belonging, to Grantee and Grantee's successors and assigns forever; and subject to the Permitted Exceptions, Grantor does hereby bind Grantor and Grantor's successors and assigns to warrant and forever defend, all and singular, the Property unto the Grantee and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same, or any part thereof by, through or under Grantor, but not otherwise, subject to the Permitted Exceptions. 1261446_1 Grantee acknowledges that, except for the special warranty of title contained in this Deed, neither Grantor nor its representatives have made any representations or warranties as to the Property or its environmental or physical condition, upon.which Grantee has relied. Grantee further acknowledges and agrees that (1) GRANTEE RELEASES GRANTOR FROM CLAIMS BASED ON SELLER'S NEGLIGENCE AND CLAIMS ]BASED ON STRICT LIABILITY, AND (2) GRANTOR HAS NOT MADE, DOES NOT MAKE AND EXPRESSLY DISCLAIMS, ANY WARRANTIES, REPRESENTATIONS, COVENANTS OR GUARANTEES, EXPRESSED OR IMPLIED, OR ARISING BY OPERATION OF LAW, AS TO THE MERCHANTABILITY, HABITABILITY, QUANTITY, QUALITY OR ENVIRONMENTAL CONDITION OF THE PROPERTY OR ITS SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. GRANTEE AFFIRMS THAT IT (a) HAS INVESTIGATED AND INSPECTED THE PROPERTY TO ITS SATISFACTION AND IS FAMILIAR AND SATISFIED WITH THE CONDITION OF THE PROPERTY, AND (b) HAS MADE ITS OWN DETERMINATION AS TO (i) THE MERCHANTABILITY, QUANTITY, QUALITY AND CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION,THE POSSIBLE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES, MATERIALS OR WASTES OR OTHER ACTUAL OR POTENTIAL ENVIRONMENTAL CONTAMINANTS, AND (ii) THE PROPERTY'S SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. GRANTEE HEREBY ACCEPTS THE PROPERTY IN ITS PRESENT CONDITION ON AN "AS IS", "WHERE IS"AND "WITH ALL FAULTS", INCLUDING -- - - ENVIRONMENTAL, BASIS_ AND—ACKNOWLEDGES THAT (a) WITHOUT-THIS-- ACCEPTANCE, ITHOUT-THIS-ACCEPTANCE,-T-HIS CONVEYANCE—WOULD NOT BE- -MADE; AND- (b) THAT GRANTOR SHALL BE UNDER NO OBLIGATION WHATSOEVER TO UNDERTAKE ANY REPAIR, ALTERATION, REMEDIATION OR OTHER WORK OF ANY HIND WITH RESPECT TO ANY PORTION OF THE PROPERTY. GRANTEE AND ITS SUCCESSORS AND ASSIGNS HAVE, AND SHALL BE DEEMED TO HAVE, ASSUMED ALL RISK AND LIABILITY WITH RESPECT TO THE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES, MATERIALS OR WASTES OR OTHER ACTUAL OR POTENTIAL ENTX IRONMENTAL CONTAMINANTS ON, WITHIN OR UNDER THE SURFACE OF THE PROPERTY, WHETHER KNOWN OR UNKNOWN, APPARENT, NON-APPARENT OR LATENT, AND WHETHER EXISTING PRIOR TO, AT OR SUBSEQUENT TO, TRANSFER OF THE PROPERTY TO GRANTEE, GRANTOR IS HEREBY RELEASED BY GRANTEE AND ITS SUCCESSORS AND ASSIGNS OF AND FROM ANY AND ALL RESPONSIBILITY, LIABILITY, OBLIGATIONS AND CLAIMS, KNOWN OR UNKNOWN, INCLUDING, WITHOUT LIMITATION (1) ANY OBLIGATION TO TAKE THE PROPERTY BACK OR REDUCE THE PRICE, OR. (2) ACTIONS FOR CONTRIBUTION OR INDEMNITY, THAT GRANTEE OR ITS SUCCESSORS AND ASSIGNS MAY HAVE AGAINST GRANTOR OR. THAT MAY ARISE IN THE FUTURE BASED IN WHOLE OR IN PART UPON THE PRESENCE OF TOXIC OR HAZARDOUS SUBSTANCES, MATERIALS OR WASTES OR OTHER ACTUAL OR POTENTIAL ENVIRONMENTAL CONTAMINANTS ON, WITHIN OR UNDER THE SURFACE OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ALL RESPONSIBILITY, LIABILITY, OBLIGATIONS AND CLAIMS THAT MAY ARISE UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND Special Warranty Deed --Page 2 LIABILITY ACT, AS AMENDED 42 U.S.C. §9601 ET SEQ. GRANTEE FURTHER ACKNOWLEDGES THAT THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY EXPLAINED TO GRANTEE AND THAT GRANTEE FULLY UNDERSTANDS AND ACCEPTS THE SAME. q EXECUTED to be effective the 1 day of 5 km QS , 2011 (the "Effective Date')_ GRANTOR: Ham'164 Land,LP, a Texas limited partnership By: HW 2421 Land GP, LLC, a Texas limited liability company, its general partner By- Na Name: Title: !S�r . THE STATE OF TEXAS COUNTY OF TARR_ANT This instrument was acknowle4gedfore me on S r' 2011, by L. i S°c. PNOS. of HW 2421 Land GP, LLC, a Texas limited liability coinpa , general partner of HW 164 Land, LP, a Texas limited partnership. on behalf of said limited partnership. LORI L. BOWLING Notary Public,State of Texas ., Notary Public, State of Texas 'My commission Expires October 17, 2015 f �s in'643 Special Warrantv Deed --Page 3 AGREED TO THIS day of , 2011: TOWN OF WESTLAKE,TEXAS r By: Name: v-& Title: ATTEST: By: Name: Title: rZ FORM AP fl: BY: L. owry, lAtton y THE STATE OF TEXAS § COUNTY OF TARRAN T § This instrument was acknowledged before me on `,ISc. 2011; by U+rcx i, 7he cam' of the Town of Westlake, Texas, a Type A General Law Municipality, on beha f of the Tmvil. Notary,aPublic tate of Texas -------- ---- Al . e' KELLY EDWARDS ry "` MY COMMISSION EXPIRE: February 3,2414 Special Wan-antY Deet! --Page 4 Exhibit"A" to Deed Lelzal Descrilption [to be attached] PROPERTY DESCR I t T I ON BEING A TRACT OF LAT40 SITUATED IN THE RICHARD SALTS SURVEY, ABSTRACT NUMBER 492, TARRANT COUNTY, TEXAS, AND 1391I1G ALL OF THAT CERTAIN TRACT OF LAND D SCR 18ED BY DEED TO FRANK WR I GHT, JR., AND FIFE DORQTHT MARIE WR I!al'i't, AS RECORDED IN VDt LPME 2813, PAGE 49, REAL PROPERTY RECORDS OF DENTON COUNTY, TEXAS, AND BEING MDRE PARTI C€iLARLY DESCRi M BY METCS AMD BOUt ?S AS FITLLt WSo BEGI NN I N AT A 5/8 INCH IRON RIS WITH PLASTIC CAP STAMPED "CARTER & BURGESS" SET AT T14E SOUTHEAST PROPERTY CORNER OF SAID WRIGHT TRACT) THENCE S 89°52' 59nW. 420- 00 FEET ALONG TBE SOUTH PROPERTY LINE OF SAID WfktC,BT TRACT TO A 5/8 INCH IRON POD SMITH PLASTIC CAP STAMPED "CARTER &.__BURGESS" Sri -AT TliE..SOUTHWEST- CORNER-..OF_SA 10 _WWI GHT_TRACT,. AND } BE II NG IIyN7�tHE tBOUNDARY LINE OF TIS}AE's CtR3TA I N TRACT OFF iLAND DESCRIBED ':OLLI1 E 8565, PAGE 855, COUNTY RECORDS, TARRANT COUNTY, TEXASp THENCE N 0D*26' 5S"W. s 10. 00 FEET ALONG THE COMMON PROPERTY LINE OF T14E WEST PROPERTY LINE OF SAID WRIGHT TRACT AND SAID LEE BOUNDARY LINE TO A 5/8 INCH IRON ROD WITH FLAST I C CAP STAMVD "CAA TER & SUROE SS" SET AT THE NORTfiW ST CORBER OF SAID WR I GRI` TRACT, THENCE N 89°52'59"E, 420. BD FEET AL014G THE COM014 PROPERTY LINE OF PHE NORTH PROPERTY L1,'gE OF SAID INRIGIIT TRACT AND SAID LEE BOUNDARY LINE TO A 5/8 INCH IRON ROD WITH PLASTIC CAP STAMPED "CARTER & BUKESS" SET AT THE NORTHEAST t RNER OF SAID WRIGHT TRACT; TH04CE 5 0026' 56"E, 210. 00 FEET AL014G Ti IE EAST PROPERTY L 114E OF SAID iG14T TBVLT TO THE POINT OF BEGINNING AND CONTAINING 6e,201 S€UARE FEET DA 2.025 ACRES OF LAND MORE OR LESS, I EXHIBIT"A"to Deed --Page 1 Exhibit "B" to Deed Permitted Exceptions 1. The lien for 20�ad valorem taxes not yet due and payable. 2. All matters contained in Exhibits to this Deed. 3. [Permitted Exceptions as established under the Exchange Agreement] EXHIBIT"8"to Deed --Pa-0e I Exhibit"C" to Deed Use Restrictions/Development Standards Grantor intends for the Property conveyed pursuant to the Special Warranty Deed to which this Exhibit "C" is attached and made a part (the "Deed") to be used and developed in accordance with the provisions set forth herein, and Grantor hereby declares that the Property shall be, and the Property is hereby sold and conveyed, subject to the covenants and restrictions set forth in this Exhibit "C" (the "Use Restrictions") which shall run with the land and be binding on Grantee (also referred to herein, as the "Town") and all parties having or acquiring any right, title or interest in the Property or any part thereof, and which shall inure to the benefit of Grantor and its assignees. Grantor would not have conveyed the Property to Grantee but for Grantee's agreement to acquire the Property subject to the Use Restrictions. 1. PERMITTED USE. The Property shall be used solely for (i) the municipal public purposes set forth in Exhibit "C-1" attached bereto and made a part hereof and (ii) a public school and related facilities (the "Charter School") operated under and pursuant to Grantee's charter for Westlake Academy, an open enrollment charter school, for which the Original Application was submitted to the State Board of Education ("SBOE") on February 15, 2001 and approved by SBOE in July 2001 (the "Charter") as amended by state law or similar public school established by state law enacted to modify or replace the existing charter school ---- program of the SBOE. 2. PROHIBITED USES. The following uses are prohibited on the Property either as part of the Permitted Use set forth in Paragraph 1 above or otherwise: a. overnight parking of campers;mobile homes,boats or motor homes; b. the smelting of iron,tin, zinc or other ore; C. sanitary landfill; d. all sexually-oriented businesses such as, including but not limited to, x- rated movie or video sales, theater or rental facility, nude modeling studio, massage parlor, lounge or club featuring nude or semi-nude entertainers or escort service; e, slaughterhouse or feedlot; £ the raising, breeding or keeping of animals or poultry except in connection with charter school activities; g. drive-in or other type of movie theater; h. mineral refining facility or operations; EXHIBIT"C17 to Deed --Page 1 i. horse or dog; racing track or any facility for off-track pari-mutuel betting; j. any use that interferes with aircraft navigation or communication, including, but not limited to, any use that would interfere with the operation of a Federal Aviation Administration Category Ill instrument landing system if such system in fact was operated in connection with Fort Worth Alliance Airport, k. any dangerous, noxious, offensive or nuisance activities, or any activities which violate any applicable laws; any operation or use of any portion of the Property that causes or produces noise or sound that is objectionable to neighboring property owners because of its volume, duration, fregiiency or shriilness, smoke, noxious, toxic or corrosive fumes or gases, obnoxious odors, dust or dirt or unusual fire or explosion hazards. 3. DEVELOPMENT RESTRICTIONS. Unless otherwise approved by Grantor, all development of the Property and all buildings and improvements constructed in connection with such development must be completed at a minimum in accordance with (i) the Westlake Unified Development Code as it existed on the Effective Date of the Deed to which this Exhibit "C" is attached, and (ii)the Westlake Building Codes as they existed on the Effective Date of the Deed_to _which ,this Exhibit "C" _is. attached._ _Notwithstanding anything to the contrary, the - adoption by-Grantee of a rezoning ordinance to permit the use of the Property for the purposes that,set forth in Exhibit "C-l"thall not be a violation of �L!I-Iese devc1lopment restrictions provided as between such zoning ordinance and these Use Restrictions the terms of Paragraph 20 below shall apply. d. SETBACKS. a_ Except as hereinafter specifically provided, the Property shall be subject to "Front Yard Setbacks" consisting of a "Paving Setback" and a "Building_Setback" measured in feet from the right-of-way line of each street contiguous to the Property (a building site shall have a front yard on each boundary abutting a public street) as follows: Street Paving Setback Building Setback All Streets 20 feet 70 feet Notwithstanding the Building Setbacks specified above, each front yard Building Setback for any building to be constructed on the Property that will be greater in height than the width of the above-specified applicable front yard Building Setback shall be increased two feet for each one foot of building height in excess of the width of the above-specified applicable front yard Building Setback. EXHIBIT"C"to Deed --Page 2 b. Except as hereinafter specifically provided, each building site shall be subject to "Side and Rear Yard Setbacks" on all sides of a building site not abutting a street consisting of a ten-foot Paving Setback and a 45-foot Building Setback (except when the site is adjacent to existing residential zoned property, in which case the building setback will be 100'), measured from the applicable boundary lines of the building site. C. No improvements shall be constructed,installed or planted by an owner of the Property within a Paving Setback or within the unpaved right-of-way on or adjacent to a building site other than landscaping, sidewalks, underground utility lines and connections (including surface mounted switch gear), driveways crossing such area into the building site, and gates and gatehouses, landscape walls, signs, flags, sculpture and other improvements specifically approved by the Town's ordinances. d. No improvements shall be constructed, installed or planted on any building site between the Paving Setback and the Building Setback applicable to such building site except for: (i) underground structures; (ii) steps,pedestrian plazas;benches and related landscape; (iii) }planters and retaining walls; (iv) fences, screening walls and security walls approved in writing by the Town; (v) driveways, porte cocheres and surface parking areas; and (vi) other improvern.ents specifically authorized by the Town Ordinances. 5. FIRE PROTECTION. All buildings shall be designed, constructed and maintained so as to comply fully at all times with any applicable public codes; ordinances,rules, regulations and orders relating to fire protection. All such buildings and their associated ingress and egress from and to streets and surface parking areas shall be so related to one another and arranged as to permit ease of access for emergency fire vehicles. Designated fire lanes within any building site shall be so located, marked and protected from encroachment as to function effectively at all times. Appropriate signage shall be installed for such fire lanes as may be required either by any public authority and be kept in readable condition. 6. PARKING. Each owner roust provide on its building site adequate parking areas for employees, the handicapped, visitors and service vehicles. No parking shall be permitted on streets or on entrance driveways on the building site. All surface parking shall be paved and shall have integral concrete curbs and gutters. All surface parking shall be screened to block the ground level view of automobiles below their hood lines and otherwise reduce the visibility of vehicles and parking surfaces from streets. EXHIBIT"C"to Deed --Page 3 7. SIGNAGE. -No advertising device of any nature shall be placed on the Property. No rooftop signs shall be placed on the Property. No owner or occupant of a building site shall use the name"Circle T Ranch"or the registered"Circle T Ranch"logo or mark in the name of any building or project or in any printed advertising or promotional material without the prior written consent of Grantor. S. EXTERNAL ILLUMINATION. External lighting of buildings, drives, parking areas, walks and plazas on a building site is required. Standards and requirements for illumination, with respect to fixture type, method of erection, height, material, finish, color and base installation,must be consistent with Town Ordinances. To the extent practical, lighting on a building site shall be fronm concealed sources and shall he designed to minimize glare or light flow onto adjacent structures and property. 9. ANTENNAE AND TOWERS. No towers, tower antennae or satellite receiving or transmitting equipment shall be installed on the Property except as may be permitted in connection with a permitted use under Section l of this Exhibit"C" above. 10. UNDERGROUND UTILITIES. Any and all pipes; lines and wires used for the transmission of water, fuel, natural gas, electricity, telephone, television, sewage, sound or any other utilities which are not within a building shall be constructed and maintained underground within the Property unless required to be above ground for technical or environmental reasons. -However, temporary-above-grade-utilities may beusedduring-con- struction and until permanent - 11. SCREENING. All towers, tower antennae, satellite receiving and transmitting equipment, roof-mounted equipment, other equipment, outside storage areas and service areas on the Property shall be screened from ground level view and adjacent development sites. 12. LOADING DOCKS AND AREAS. Each building site shall provide sufficient on-site loading facilities to accommodate site activities, and all loading movements, including, but not limited to, turnarounds, shall be made off of streets. No materials, supplies or equipment shall be permitted to remain outside of any structure. Loading docks and areas and maneuvering areas shall be located on a building site and screened in accordance with the Town Ordinances and this Exhibit "C". 13. LANDSCAPING. Each owner, contemporaneously with the development of improvements on a building site, shall install landscaping on all unimproved areas on its building site in accordance with plans approved by the Town and pursuant to Town Ordinances. An owner shall keep all of such landscaping in good condition and repair and in a neat and orderly appearance and shall be responsible for all expenses relating to the maintenance, repair or replacement of landscaping on the owner's building site and on the unpaved right-of-way adjacent to such building site. 14. TRASH AND GARBAGE. No building site, or part thereof, shall be used or maintained as a dumping ground for rubbish, trash or garbage before, during or after the installation of any improvements. Trash collection containers shall be situated and enclosed or EXHIBIT"C"to Deed --Page 4 otherwise screened as required by the Town as not to be visible from streets or adjacent property sites. 15. SURFACE WATER FLOW AND DRAINAGE. Plans for all darns, lakes, ponds, other "water features" of any kind and general drainage relating to the Property must be submitted in advance of any construction upon the Property for approval by the Town and Grantor. Each owner shall control water runoff drainage from its building site to prevent damage to adjacent tracts, streets or any other area in the Property. 16. ENVIRONMENT. a. No owner, lessee, tenant, operator or other occupant of the Property or any portion thereof shall handle, store, deposit, use, process, manufacture, dispose of or release or allow any of its agents, employees, contractors or invitces to handle, store, deposit, use, process, manufacture, dispose of or release any Hazardous Substances (hereinafter defined) of any kind from, on, in, under or in the air above any part of the Property, 'including, but not limited to, any surface waters or groundwater located on the Property, or into public sanitary sewer systems serving the Property without complying with all Environmental laws (hereinafter defined), including, but not limited to, performing pre-treatment, obtaining permits and giving notices as required by Environmental Laws. "Hazardous Substances" means those substances now or hereafter - - included within--(whether-as a result of such substance's -inclusion on-a list, physical ebaracteristies nr otherwise) any of the definitions of"hazardous substance " rdous waste", "hazardous materials", "pollutant", "contaminant" or "toxic substance" under, or otherwise regulated by, any Environmental. Law; including, but not limited to (i) mixtures containing listed Hazardous Substances and waste generated from the treatment, storage or disposal of Hazardous Substances, (ii) asbestos, (iii) polychlorinated biphenyls, (iv) radioactive materials, and (v) petroleum (including crude oil or any fraction thereof, natural gas, natural gas liquids, liquefied natural gas and synthetic gas. "Environmental Laws" shall mean and include all present and future federal, state or local laws, rules, orders, ordinances and regulations pertaining to environmental regulation, or the use, processing, storage, disposal, generation or transportation of Hazardous Substances, or any contamination, cleanup or disclosure related thereto, including, but not limited to, the Solid Waste Disposal Act, TEX. REV. CN. STAT. ANN. 4477-7, Chapter 26 of the TEX. NATER CODE ANN., the Resource Conservation and Recovery Act of 1976, 42 U.S.C. §6901 et seg., the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. §9601 et seq., the Federal Water Pollution Control Act, 33 U.S.C_ §1251 et se g.,_and such amendments as may be made to these statutes and such regulations as may be promulgated with respect thereto, including,but not limited to the regulations contained in 40 CFR Part 280. b_ Each owner and each Lessee, tenant., occupant and other user of any portion of the Property shall be responsible for and shall pay all costs and expenses related to the disposal or release by such owner, lessee, tenant, occupant or other user of such portion of the Property of any Hazardous Substances, sewage or wastes of any kind in, on, under or in the air above the Property, which costs and expenses shall include, but not be limited to, closure, removal, remediation, cleanup, containment and other EXHIBIT"C"to Deed --Page 5 response costs, injuries to persons, damages to property, legal expenses, and interest paid to any Governmental Entity; provided, however, this covenant does not apply to Hazardous Substances generated on or migrating from other sites or already existing on the site in question as of the date of the acquisition of such site by such owner. The covenant in the immediately preceding sentence itself does not create any obligation of an owner or any lessee, tenant,occupant or other user of a site other than for the payment of the costs and expenses described in such sentence, and no person has any rights under the covenant in such sentence to enforce any claim for any remedy against such owner or such lessee, tenant, occupant or other user of such site other than for the payment or recovery of the costs and expenses described in such sentence. C. The provisions of this Paragraph 16 do not affect the rights, liabilities or obligations of any person under environmental laws or other applicable laws. 17. FUEL FACILITIES. Fuel storage and dispensing facilities may be installed on a site solely as an adjunct to the use specified in Paragraph 1 above and only after prior written authorization of the Town has been obtained. The owner of the site on which such facilities are installed shall be fully responsible for insuring that such facilities and their installation comply fully with all applicable laws and regulations, and the provisions of Paragaoh 16 above shall be applicable to such facilities. -- 18. FENCES. The use of fences on the Property is permitted only if specifically u-tha ed b-y-the—T-(z-in actor-d-anceAvit-1-tl-e`-own ss--d-ina-n-ces. 19. BINDING EFFECT. These Use Restrictions shall be binding upon and enforceable against not only the owner of each portion of the Property but also all lessees, tenants or other occupants of the Property or any portion thereof. 20. INTERPRETATION. These Use Restrictions shall be given fall force and effect notwithstanding the existence of any zoning ordinance or building codes that are less restrictive. The owner of any portion of the Property at all tithes shall comply in every respect with these Use Restrictions and with any and all applicable laws, ordinances, policies, rules, regulations and orders of all federal, state, county and municipal govenunents or their agencies having jurisdictional control over the Property, specifically including, but not limited to, applicable zoning restrictions placed upon the Property as they exist from time to time. IN SOME INSTANCES APPLICABLE GOVERNMENTAL REQUIREMENTS MAY BE MORE OR LESS RESTRICTIVE THAN THESE USE RESTRICTIONS. IN THE EVENT A CONFLICT EXISTS BETWEEN ANY SUCH APPLICABLE GOVERNMENTAL REQUIREMENT AND ANY REQUIREMENT OF THESE USE RESTRICTIONS, THE MOST RESTRICTIVE REQUIREMENT SHALL PREVAIL. WHERE AN APPLICABLE GOVERNMENTAL REQUIREMENT DOES NOT CLEARLY CONFLICT WITH THESE USE RESTRICTIONS BUT PERMITS ACTION THAT IS DIFFERENT FROM THAT REQUIRED BY THESE USE RESTRICTIONS, THESE USE RESTRICTIONS SHALL PREVAIL. These Use Restrictions shall be construed under and in accordance with the laws of the State of Texas. Invalidation of any one or more of the provisions hereof, or any portions thereof, by a judgment or court order shall not EXHIBIT"C"to Deed --Page 6 affect any of the other provisions or covenants herein contained, which shall remain in full force and effect. 21. ENFORCEMENT. Grantor shall have the right, but not the obligation, to enforce these Use Restrictions. Enforcement may be made by any proceedings at law or in equity against any person or entity violating or attempting to violate any part of these Use Restrictions either to restrain or enjoin violations or to recover damages. Damages shall not be deemed adequate compensation for any breach or violation of any provision hereof, and the enforcing party, shall be entitled to relief by way of injunction as well as any other remedy either at law or in equity. The rights, powers and remedies provided herein shall be cumulative and not restrictive of other remedies at law or in equity, and the exercise of any particular right, power or remedy shall not be deemed an election of remedies or to preclude resort to other rights, powers or remedies. No delay or failure to invoke any available right, power or remedy in respect to a breach of these Use Restrictions shall be held to be a waiver of(or estop a party from asserting) any right, power or remedy available upon the recurrence or continuance of said breach or the occurrence of a different breach. No other person or entity besides Grantor (or its assignees as provided in Paragraph 24 below) has a right to enforce these Use Restrictions. 22. NOTICES. Any notice, demand or other communication required to be given or to be served upon any party hereunder shalt be void _and of no effect unless given in accordance-with the provisions of this section. All notices, demands or-other communications must be in writing and delivered to the person to whom it is directed, either (i) in person, (ii) delivered by a reputable delivery service that provides a delivery receipt, (iii) by certified mail, or (iv) by fax. Any notice, demand or other communication given by certified mail, return receipt requested, shall be deemed to have been given and received upon deposit thereof(with- proper postage affixed and addressed to the party to be notified as provided herein) with a post office or other depository under the care or custody of the United States Postal Service. Any notice, demand or other communication given by means other than certified mail, return receipt requested, shall be deemed to have been given and received when delivered to the below stated address of the party to whom it is addressed. All notices, demands and other communications shall be given to the parties hereto at the following addresses: Grantor: HW 164, LP c/o Hillwood Development Company, LLC 13600 Heritage Parkway, Suite 200 Port Worth, Texas 76177 Attn: Russell Laughlin with copy to: Hillwood Development Company, LLC 13600 Heritage Parkway, Suite 200 Fort Worth, Texas 76177 Attn: Dorn Reid )a)WBIT"C" to Deed --Page 7 with copy to: Kelly Hart & Hallman, LLP 201 Main Street, Suite 2500 Fort Worth,Texas 76102 Attn: Chad Key Grantee: Town of Westlake 3 Village Circle, Suite 202 Westlake, Texas 76262 Attn. Town Manager with copy to: Boyle and Lowry, L.L.P. 4201 Wingren, Suite 108 Irving, Texas 75062 Attn: L. Stanton Lawry Any party entitled to receive notices hereunder may change the address for notice specified above by giving the other party ten days' advance written notice of such change of address. 23. AMENDMENT. These Use Restrictions may be amended or tenninated only by written document, recorded in the Real Property Records of Tarrant County, Texas, executed by Grantor (or its assigns) and the then owner of that portion of the Property to which such - anlendfnent is applicable. - 24. ASSIGNMENT. Grantor may freely assign its rights hereunder in whole or in part by recording such assignment in the Real Property Records of Tarrant County, Texas. Each transferee of a portion of the Property shall assume the liabilities of Grantee with respect to that portion of the Property so acquired. 25. INVALIDITY. If any provision in this Deed shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Deed shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 26. TERWINATION. Unless earlier terminated as provided herein, the rights granted under this Exhibit "C" shall terminate and shall be of no further force and effect twenty- one(21) years less one day after the death of the last survivor of any of the descendants of Queen Elizabeth II of England living on the Effective Date of this Deed. EXHIBIT"C"to Deed -- Page 8 Exhibit "C-i" to Deed Permitted Uses Uses ? Gov Permitted,A'Accessory Use, SUP GU AGRICULTURAL USES Orchard x ~lantNurse GEMan x Plant Nurse ail Sales arms General (Craps) x arms General ive5tot Ranch x "eterinariazt�door Kennels)1 Veterhmrian Outdoor Kennels Stables rivate Principal Use Stables(Private Accesso Use Stables As a Business SIDEN71AL USES Sin le-Family Detached. in le Family Zero Lot Line in leFamil Attached Duplex Home Occu ation SemntslCarctakers QWtrs- TeuparatyAccommodation.for A E�jeloyccs/Cuslomcrs/Visitors* STITCI•TFONAL and GOVERNMENTAL USES E=rgq,ncy Ambulancc Service x Bost Office Govrsrmmenud malling 5ervicc rivatc Hcli rt A Helistop, A Tcl5phonc Switchut Station X Electrical Substation Utibty Distnbution'Unes* x Utility Shop and StoraLc x gew2goPuaTing Station x Water Storage Tank(Elevated or x round Retirement Home in Convalescent Nome EXHIBIT"C-I to Beed --Page 1 AS iCG a itai psycliatric Hospital Clinic C'hild Da are 7 or more)* X School,K-12 Public onl x School ocatioml Public x College or Uuiversi INSTTTU' GNAL and GOVERNMENTAL USES Cantikued nuununi Center x ivic Club x Chweb or Place of WotsE _ Use Associated to a'Reli ions last ovemment Building x Police Station x Fire Station x Library X Private Water Wells" S COMMERCIAL USES 4ultifanul A artmen4 offices General Studio Banks and Financial institutions nfon=tion Processing oteUMo#el with Conferencing Faeg. Laundry/Dry Cleaning(<3,000 S un Cleanita Dro 1Picic Shoo Ra it Beauty Parlor/Barbersho Cloq�U Store Quick CopL/DuplicatiH Services Personal Services Grocc Convenience Store Service Station Drug Store vane Store ake Salts statjoTa Store Antique Sho Art Gallery x EXHIBIT"C-1"to Deed --Pale 2 Hardware Store SportiU Goods Paint and Wallpaper Cloth Store Retail Stores-General (Excluding Second Hand Goods estaurant(Cafe (GU not for rofit A staurantlCafe with Private Club utolTruck Parts andAccessories Household FurniraWAppliances AMUSEMENT IRECRIaATION. Golf Course Public or Private Park or Playg and _ X - Wireless Communications Facility on-Commercial Radio"Tower Race Track 22cration Recreation Facility,Health Studio X Country Club(Private Membershipj =ds,Basketball Ct,etc,lighted S anis,Basketball Ct,etc, unlighted X UTO SERVICES nick/Trailer Rental; Auto B2LRcpair Auto Mechanical R air Quick Lri WOil Change Vehicle Maintenance rivpe QLBSALE TRADE arehouvJStora a Inside 8rehouseJStora C Olt#Sidg Cia ante Recycliag Collection and/or Storage GadChemical Bulk StoraBe Light Manuhicturin Assembl Appaxel.Kanu4ctming Packaging and/or Distribution Printing,En vimg and related l2 rodncdyc Services istnUtion of BooWC ther Printed Material achiao Shop_ EXI-IIBIT"C-I"to Deed -- Page.3 WeLdiRg Shop Lmjorary Batchin plant* SIGNS ildcr Directional Si Contractor Si ER.)- olida Si T Business Window-SiRme Monument Sisas x Wall Sim x olitical Yard Si Te Decorative Banners e X 1)Pcrmitic=Usesare- =by . 1) Those Uses marked by "A" are ' my pem*ted as an Accessory Use as descnbed under Comments 1)Those Uses marked by "S" perrrutted only with the issuance of a Special use Permit SUP - (l)All other uses listed hereon are not allowed as a permitted use for tltt ro e *)Signifies Um with special uidelimes see Section 5 ecW uses BXI-I I B IT"C-l"to Deed --Page 4 Exhibit"D" to Deed Rizht of First Refusal Subject to the terms and conditions set forth below, Grantor reserves, and Grantor shall have the right and option,but not the obligation, to purchase the Property or portions thereof or improvements located thereon as described in this Exhibit"D': 1. As used in this Exhibit "D", the term "offer" shall include, without limitation, any bona fide option proposed to be granted by Grantee. 2. As used in this Exhibit"D", the term "sold," "sell" or"sale" shall include a sale or a lease, including all renewal options, or any other disposition of the Property or any portion thereof, or any interest therein (any such sale, lease or other disposition shall be referred to as a "Disposition"), excluding an operating lease of the improvements for the operation of the Charter School. 3. As used in this Exhibit "D", the terns "affiliate" shall mean as to the Person (as hereinafter defined) in question, any Person. that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the Person in question. A's-used:. the-.immedi.ately4receding-sin.teiiiec,44— _11!aInearis_:tli p sse sta , directly or indirectly, of the power to direct or cause the direction- of the manaagenienLand po.licies_of'a _. Person, whether through ownership of voting securities, partnership interests, by contract or otherwise. 4. As used in this Exhibit "D", the terra "Person" shall mean any individual, corporation, partnership, joint venture, association, joint stock company, trust, estate, unincorporated organization, government agency or political subdivision thereof, or any other form of entity. 5. Subject to the terns and conditions set forth below, if Grantee at any time decides to sell all or any portion of the Property or any interest therein or the improvements located thereon (the Property; or such portion thereof, or such interest therein or the improvements located thereon, being hereinafter referred to as the "Offered Property'), then Grantor shall have the right and option, but not the obligation, to purchase (the terra " urchase" shall include a purchase or other acquisition, and the term "chaser' shall include a purchaser or the party snaking such other acquisition.) the Offered Property (the "First Offer Right") on the following terms and conditions: (i) Grantee shall provide Grantor with a written notice (the "First Offer Notice") which shall include a description of the Offered Property, include a description of all material terms of the proposed Disposition (including, without limitation, the price and closing date) and offer to consummate such Disposition with Grantor upon the same terms and conditions as set forth in the First Offer Notice. (ii) During the 30 day period following Grantor's actual receipt of the First Offer Notice (the Response Period"), Grantor shall have the right, at its expense, to EXHIBIT"D"to Deed --Page i enter onto and conduct tests and investigations on the Offered Property. Grantor shall be responsible for any damages or injuries resulting from Grantor's entry onto the Offered Property and conducting such tests and inspections. if Grantor does not elect to purchase the Offered Property by delivering written notice of such election to Grantee within the Response Period, then Grantee may solicit bids for a sale or other Disposition of the Offered Property in accordance with the Texas Local Government Code with reservation that any bid received is subject to Grantor's right to acquire the Property by matching the bid deemed acceptable to Grantee. (iii) After the bids are received by Grantee, Grantee shall provide Grantor with a written notice (the "Second Notice") which shall (i) set forth the true identity of the proposed purchaser (including the identity of the principals of the purchaser, if known to Grantee), (ii) include a description of the Offered Property, (iii) include a description of all material terms of the proposed Disposition (including, without limitation., the price, earnest money and closing date) and (iv) offer to consummate such Disposition with Grantor upon the same terms and conditions as set forth in the Second Notice. The Second Notice shall have attached to it a true, correct and complete copy of the contract of sale, lease, or other agreement that governs the rights and obligations of Grantee and the proposed purchaser with respect to the proposed Disposition (the "Disposition Document"). Grantor shall have a 15-day period following Grantor's - _ ...actual receipt of the Second Notice (the"Second Response Period").to elect to.purchase e f of r ropey y delivering written r►otice such election t� o grantee within tom" Second Respo--se Period lf-Gr ntord ems not electto urchase the Offered rP operty within the Second Response Period, then Grantee may accept such bid and effect a Disposition of the Offered Property. b. If Grantor exercises the right to acquire the Offered Property by delivering ,Arritten notice of such exercise to Grantee within the Response Period or Second Response Period (as the case may be), Grantor and Grantee shall enter into the transaction described in, and upon the terms set forth in, the First Offer Notice or the Disposition Document (as the case may be). 7. In the event Grantor fails to purchase the Offered Property, Grantor's First Offer Right shall remain in effect as to any subsequent owner. 8. The rights herein granted and/or reserved under this Exhibit"D" shall terrninate and shall be of no further force or effect from and after the date that is twenty (20) years after the Effective Date of this Deed. 9. The illegality, invalidity or unenforceability of any provision of this Exhibit"D" shall not affect the legality, validity or enforceability of any other provision of this Exhibit «D : 10. Any notice, demand or other communication required to be given or to be served upon any party hereunder shall be void and of no effect unless given in accordance with the provisions of this section. All notices, demands or other communications must be in writing and delivered to the person to whom it is directed, either (i) in person; (ii) delivered by EAHlt=IT"D"to Deed --Page 2 a reputable delivery service that provides a delivery receipt, (iii) by certified snail, or (iv) by fax. Any notice, demand or other communication given by certified mail, return receipt requested, shall be deemed to have been given and received upon deposit thereof(with proper postage affixed and addressed to the party to be notified as provided herein) with a post office or other depository under the care or custody of the United States Postal Service. Any notice, demand or other communication given by means other than certified snail, return receipt requested, shall be deemed to have been given and received when delivered to the below stated address of the party to whom it is addressed. All notices, demands and other communications shall be given to the parties hereto at the following addresses: Grantor: HW 164, LP c/o Hillwood Development Company, LLC 13600 Heritage Parkway, Suite 200 Fort Worth, Texas 76177 Attn: Russell Laughlin with copy to: Hillwood Development Company, LLC 13600 Heritage Parkway, Suite 200 Port Worth, Texas 76177 Attn: Don Reid - ,<:_�,Tifh-copy-to.•:=l�el1}�Harrt=-&=Hallman—LL1' -----.._ - -.._ -- -------------------- 201 Main Street, Suite 2500 Fort Worth, Texas 76102 Attn: Chad Key Grantee: Town of Westlake 3 Village Circle, Suite 202 Westlake, Texas 76262 Attn. Town Manager with copy to: Boyle and Lowry, L.L.P. 4201 Wingren, Suite 108 Irving, Texas 75062 Attn: L. Stanton Lowry Any party entitled to receive notices hereunder may change the address for notice specified above by giving the other party ten days' advance written notice of such change of address. 11. This Exhibit "D" may not be amended except by written document signed by Grantor and the then current owner of the Property, is binding on the parties hereto and their respective successors and permitted assigns AND SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS. 12. The prevailing party in any legal proceeding regarding this Exhibit "D" shall be entitled to recover from the other party all reasonable attorneys' fees and costs incurred in connection with such proceeding. EXHIBIT`D"to Deed --Page 3 13. This Exhibit "D" may not be assigned without the written consent of the nonassio Ing party, provided that Grantor may assign its rights and obligations hereunder to a person or entity that is awned by, owns or is under common ownership with Grantor, without the prior approval of Grantee. This Exhibit "D"shall bind and run with the land of the Property but shall not be appurtenant to any other property. EXHIBIT"D"to Deed -Page 4 MARY LOUISE GARCIA ,.-••� COUNTY CLERK »; g 100 West Weatherford Fort Worth,TX 76196-0401 r •� PHONE (817) 884-1195 HILLWOOD PROPERTIES 13600 HERITAGE PARKWAY STE 200 FT WORTH, TX 76177 Submitter: HILLWOOD PROPERTIES DO NOT DESTROY WARNING - THIS IS PART OF THE OFFICIAL RECORD. Filed For Registration: 9/16/2011 2:05 PM Instrument#: D211225688 WD 23 PGS $100.00 By. °f D211225688 ANY PROVISION WHICH RESTRICTS THE SALE, RENTAL OR USE OF THE DESCRIBED REAL PROPERTY BECAUSE OF COLOR OR RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW. Prepared by: VMMASSINGILL County Clerk Deaton, Tx 76202 70 2011 00088173 Instrument Number: 2011-88173 As Recorded On: September 19, 2011 Warranty Deed Parties: HW 164 LAND LP Billable Pages: 24 To Number of Pages: 24 Comment: (Parties listed above are for Clerks reference only) ** Examined and Charged as Follows: Warranty Deed 103.00 Total Recording: 103.00 DO NOT REMOVE. THIS PAGE IS PART OF THE INSTRUMENT Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY because of color or race is invalid and unenforceable under federal law, File Information: Record and Return To: Document Number: 2011-88173 Receipt Number: 829641 HILLWOOD PROPERTIES Recorded DatelTime: September 19, 2011 02:26:46P 13600 HERITAGE PKWY STE 200 FT WORTH TX 76177 User 1 Station: H Dunn -Cash Station 4 4c7� THE STATE OF TEXAS} COUNTY OF DENTON } I hereby certify that this Instrument was FILED in the File Number sequence on the date/time =; printed heron,and was duly RECORDED in the Official Records of Penton County,Texas. ? pAG ti a Cif+At� �' County Clerk 3 �' Denton County, Texas •'Sj�`CDO'+•• I tet' MARY LOUISE NICHOLSON COUNTY CLERK 100 West Weatherford Fort Worth, TX 76196-0401 •.r s,f ` PHONE (817) 884-1195 TOWN OF WESTLAKE 1500 SOLANA BLVD BLDG 7 STE 7200 WESTLAKE, TX 76262 Submitter: TOWN OF WESTLAKE DO NOT DESTROY WARNING - THIS IS PART OF THE OFFICIAL RECORD Filed For Registration: 2/25/2019 10:22 AM Instrument#: D219035391 OPR D219035391 59 PGS $244.00 ANY PROVISION WHICH RESTRICTS THE SALE, RENTAL OR USE OF THE DESCRIBED REAL PROPERTY BECAUSE OF COLOR OR RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW.