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Res 07-45 Accepting a Petition Requesting an Annexation From 170 Retail AssociatesRESOLUTION NO. 07-45 A RESOLUTION OF THE TOWN OF WESTLAKE, TEXAS, ACCEPTING A PETITION REQUESTING ANNEXATION PURSUANT TO SECTION 43.028 OF THE TEXAS LOCAL GOVERNMENT CODE, FROM THE PROPERTY OWNER 170 RETAIL ASSOCIATES, LTD., OF PROPERTY GENERALLY DESCRIBED AS APPROXIMATELY 48.293 ACRES SITUATED IN THE M.E.P. AND P.R.R. CO. SURVEY, ABSTRACT NO. 923, AND THE J. BACON SURVEY, ABSTRACT NO. 1565, TOWN OF WESTLAKE, DENTON COUNTY, TEXAS; PROVIDING FOR A SEVERABILITY CLAUSE; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, Section 43.028 of the Texas Local Government Code authorizes owners of real property to petition municipalities for annexation; and WHEREAS, 170 Retail Associates, Ltd., (the "Owner") has filed a petition (the "Petition") with the Town of Westlake, Texas, requesting annexation of property generally described as approximately 48.293 acres situated in the M.E.P. and P.R.R. Co. Survey, Abstract No. 923, and the I. Bacon Survey, Abstract No. 1565, Town of Westlake, Denton County, Texas (the "Property"); and WHEREAS, all the provisions of state law, including but not limited to, Sections 43.028 of the Texas Local Government Code have hereby been met. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE, TEXAS: Section 1. That all of the above findings are hereby found to be true and correct and are incorporated into the body of this Resolution in their entirety. Section 2. That the Petition to consider annexation on the Property filed by the Owner, as shown on attached Exhibit "A", is hereby approved. Section 3. That the terms and provisions of this Resolution shall be deemed to be severable and that if the validity of any section, subsection, sentence, clause or phrase of this Resolution should be declared invalid or unconstitutional by the valid judgment or decree of any court of competent jurisdiction, such invalidity or unconstitutionality shall not affect the validity of any other section, subsection, sentence, clause or phrase of this Resolution. Section 4. This Resolution contemplates the full and final satisfaction of those certain "Conditions", as defined in Section 10. a. of that certain Master Agreement regarding boundary adjustment and other matters ("Master Agreement") by and among the Town of Westlake, Texas, the City of Roanoke, Texas, 170 Retail Associates, Ltd., HCA Health Services of Texas, Inc., and AIL Investments, L.P. Notwithstanding anything to the contrary, if such "Conditions" set forth in Section 10. a. of the Master Agreement have not been fully and finally satisfied by the "Termination Date", as defined in Section 10. b. of the Master Agreement, then this Resolution shall automatically be deemed null and void from and after the Termination Date for all purposes. PASSED AND APPROVED BY THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE, TEXAS, ON THIS 23R° DAY OF JULY 2007. APPROVED: Cott B'radley, Mayor' ATTEST: By. 6 W da��e� Kim utter, TRMC, Town Secretary APPRaASz By: . Stanto owry, n Attorney HABoyle-Lowry\West Lakelw]-resolutionsW-resol 170 retail -req annex or propty.doe 2 PETITION AND AFFIDAVIT OF ON BEHALF OF 170 RETAIL ASSOCIATES LTD. FOR ANNEXATION PURSUANT TO SECTION 43.028 OF THE TEXAS LOCAL GOVERNMENT CODE THE STATE OF TEXAS COUNTY OF DENTON § TO THE MAYOR AND BOARD OF ALDERMEN OF THE TOWN OF WESTLARE, TEXAS, A TYPE A GENERAL LAW MUNICIPALITY IN AND FOR THE STATE OF TEXAS: 1, the undersigned, having been duly sworn depose as follows: !! 1. "My name is gAJACt t lv Pl. I am over the age of eighteen, have never been convicted of a felony, and am of sound mind, fully capable of making this petition and affidavit and personally acquainted with the facts herein stated: 2. 1 a.m the .Ct 1/1-°3;*General Growth 170 (GP), LLC, general partner of General Growth 170,. L.P., general partner of 170 Ret,ril Associates, Ltd., owner of a parcel of land known as approximately 48.293 acres situated in the M.E.P. & P.R.R. Co. Survey, Abstract No. 923 and the J. Bacon Survey, Abstract No. 1565, Town of Westlake, Denton County, Texas, and further described in the attached Exhibit A (hereinafter the "Pro e "). To the best of my actual knowledge, the Property is located within the extraterritorial jurisdiction of the Town of Westlake, is contiguous to the Town Limits of the Town of Westlake, is one-half mile or less in width, and is vacant and without residents or on which fewer than three (3) qualified voters reside. 3. As the duly -authorized representative of the Property, I hereby petition the Board of Aldermen, on behalf of the property owner, to extend the present Town municipal boundaries so as to include the Property as part of the Town for all purposes. By filing this Petition and Affidavit with the Mayor of the Town of Westlake, in care of the Town Manager of the Town of Westlake, I certify my desire, on behalf of the propeiLy owner, that the Property be annexed by the Town of Westlake in accordance with Section 43.028 of the Texas Local Government Code. 4. 1 further affirm that I have the full authorization to execute this Petition and Affidavit on behalf of the property owner. WITNESS W HAND this day of , 2007. 170 RETAIL ASSOCIATES, LTD., a Texas limited partnership By: General Growth 170, L.P., a Delaware limited partnership; its general partner By: General Growth 170 (GP), LLC, a Delaware limited liability company, its general partner THE STATE OF -1,l { " 1 COUNTY OF cbu k The foregoing instrument was acknowledgpd before me on" {(-, 2007, by /1 V V t of General Growth 0 (GP), LLC, a Delaware limited liability company, on behalf of said limited liability company, in its capacity as general partner of General Growth 170, L.P., a Delaware limited partnership, on behalf of said limited partnership, in its capacity as general partner of 170 Retail Associates, Ltd., a Texas limited partnership, on behalf of said limited partpgrship. wfF=z 11,t ,CAI." of Public, c ary %gr' SV,,ERRi I�R��f> ��°( Printed Name:rs i2/o9/c8 CplSSlO; ! E? My commission ,r° x Exhibit A to Petition for Annexation Legal Description of 170RA Tract BEING a tract of land situated in the KEY, &. P.R.R.Co. Survey, Abstract No. 923 and the J. Bacon Survey, Abstract No. 1565, Town of Westlake, Denton County, Texas and being a portion of that tract of land as described by deed to 170 Retail Associates, Ltd. (Tract 1) and recorded in County Clerk's filing No. 2005-136073, Real Property Records of Denton County, Texas and. No. D205325970, Deed Records of Tarrant County, Texas, said tract of land being more particularly described by metes and bounds as follows: BEGINNING at a railroad spike found at the southeast corner of Town of Roanoke tract as recorded in Volume 13368, Page 505, Deed Records of Tarrant County and Volume 4184, Page 725, Real Property Records of Denton County, Texas, said point being a corner in the westerly line of said 170 Retail Associates, Ltd. Tract 1; THENCE along the westerly line and the northerly line of said 170 Retail Associates, Ltd. Tract 1, the following bearings and distances: N 00°30'24"W, 622.63 feet to a corner post found; N 70056'02"W, 336.45 feet to a 5/8 inch iron rod found; N 23024'56"E, 561.73 feet to a 31.8 inch iron rod found; S 84048'34"E, 449.59 feet to a 318 inch iron rod found; N 00°15'39"W, 40.52 feet to a corner post found in the southerly line of Bluebonnet Addition, an addition to the Town of Roanoke as recorded in Volume 343, Page 447, said Denton County Records; N 89°18'19"E, 1592.25 feet along said southerly Iine to a railroad spike found; THENCE S 00°40'31 "E, 102.86 feet to a point in the northerly right-of-way line of State Highway 170 (variable width right-of-way); THENCE along the northerly right-of-way line of said State Highway 170, the following bearings and distances: 5 88°53'25"W, 26.82 feet to a 518 inch iron r,;)d found; S 03021'04"W, 16525 feet to a Texas Department of Transportation Brass Disk in concrete (TXDOT Mon.) found; S 39027'51 "W, 1229.12 feet to a TXDOT Mon. found, the beginning of a curve to the left; 62,27 feet along the are of said curve to the left, through a central angle of 00°18'39", a radius of 11479.16 feet and a long chord of S 39°18'32"W, 62.27 feet; THENCE S 8905434"W, 1083.49 feet, leaving said northerly right-of-way -line to the POINT OF BEGINNING and containing 49-293 acres of land, more or less. J ' 740 East Campbell Road BROWN HOFMEISTER, L.L.P. Suite 800 Richardson, Texas 75081 JEFFREY L. MooRE (214) 747-6109 jmoore@bhlaw.net Mr. Trent Petty Town Manager City of Westlake 3 Village Circle, Suite 202 Westlake, Texas 76262 Mr. Russell Laughlin 170 Retail Associates, Ltd. c/o Hillwood Development Company, LLC 13600 Heritage Parkway, Suite 200 Fort Worth, Texas 76177 Mr. Chad Key Kelly, Hart & Hallman LLP 201 Main Street, Suite 2500 Fort Worth, Texas 76102 Mr. John D. Claybrook Waller Lansden Dortch & Davis, LLP 511 Union Street, Suite 2700 Nashville, Tennessee 37219 Mr. Don Zentmeyer Koons Real Estate Law, P.C. 4100 Carlisle Street, Suite 400 Dallas, Texas 75204 Mr. Russell Laughlin AIL Investment, L.P. c/o Hillwood Development Company, LLC 13600 Heritage Parkway, Suite 200 Fort Worth, Texas 76177 Mr. Chad Key Kelly, Hart & Hallman LLP 201 Main Street, Suite 2500 Fort Worth, Texas 76102 July 25, 2007 Mr. L. Stanton Lowry Boyle and Lowry, L.L.P. 201 Wingren, Suite 108 Irving, Texas 75062 Telephone: (214) 747-6100 Telecopier: (214) 747-6111 www.bhlaw.net Mr. Don Reid Hillwood Development Company, LLC 13600 Heritage Parkway, Suite 200 Fort Worth, Texas 76177 HCA Health Services of Texas, Inc. One Park Plaza, II 5E Nashville, Tennessee 37203 Attn: Real Estate Department Mr. Donald L. Silverman Margaux Roanoke Gateway Partners, Ltd. 14900 Landmark Blvd., Suite 610 Dallas, Texas 75254 Mr. Sherwood E. Blount, Jr. Parkway Realtors, Inc. 16475 Dallas Parkway, Suite 360 Addison, Texas 75001 Mr. Don Reid Hillwood Development Company, LLC 13600 Heritage Parkway, Suite 200 Fort Worth, Texas 76177 Ms. Carla D. Janousek American Escrow Company 2626 Howell Street, 10` Floor Dallas, Texas 75204 RE: Master Agreement between Town of Westlake, Texas; City of Roanoke, Texas; 170 Retail Associates, Ltd.; HCA Health Services of Texas, Inc.; and AIL Investment, L.P. Dear Sirs: Consistent with the Master Agreement entered into by and between the Town of Westlake, Texas; City of Roanoke, Texas; 170 Retail Associates, Ltd.; HCA Health Services of Texas, Inc.; and AIL Investment, L.P., please find a copy of the enclosed ordinance approved by the City Council for the City of Roanoke, Texas, at its meeting held on Tuesday, July 24, 2007. The escrow agent has been provided a certified copy of the ordinance. • Exhibit E-1— City of Roanoke ETJ Tract Release Ordinance If I may be of further assistance please do not hesitate to contact me at (214) 747-6109. cerely yours, Jeffry Moore JLM:sn Enclosures cc: Jimmy Stathatos City Manager City of Roanoke 108 S. Oak Street Roanoke, Texas 76262 Robert F. Brown ORDINANCE No. 2007-110 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF ROANOKE, TEXAS, RELEASING FROM THE CITY OF ROANOKE'S EXTRATERRITORIAL JURISDICTION AN APPROXIMATELY 58.96 ACRE TRACT OF LAND, AS DESCRIBED AND DEPICTED IN EXHIBIT A ATTACHED HERETO, LAYING IN THE OVERLAPPING EXTRATERRITORIAL JURISDICTION OF BOTH THE CITY OF ROANOKE, TEXAS, AND THE TOWN OF WESTLAKE, TEXAS; PROVIDING FOR AMENDING AND CORRECTING THE OFFICIAL BOUNDARIES AND THE ETJ MAP OF THE CITY OF ROANOKE, TEXAS; AND PROVIDING FOR AN EFFECTIVE DATE PROVIDED THAT CERTAIN TRIGGERING EVENTS OCCUR AS DESCRIBED IN SAID ORDINANCE. WHEREAS, a 58.96 acre tract of land, as described and depicted in Exhibit A of this ordinance (hereinafter referred to as the "Property"), attached hereto and incorporated herein for all purposes, is in the overlapping extraterritorial jurisdiction of both the City of Roanoke, Texas, and the Town of Westlake, Texas; and WHEREAS, in the City of Roanoke v. Town of Westlake, 111 S.W.3d 617 (Tex. App. — Fort Worth 2003), the municipalities have previously litigated issues related to the Property; and WHEREAS, the City of Roanoke, Town of Westlake, 170 Retail Associates, Ltd., HCA Health Services of Texas, Inc., and AIL Investment, L.P., have engaged in extensive negotiations in an order to resolve the status of the Property, related neighboring property issues, as well as, the two court cases between the City of Roanoke and the Town of Westlake - Cause No. 97-50150-367 entitled The City of Roanoke, Texas vs. The Town of Westlake, Texas, filed in the 367th Judicial District Court, Denton County, Texas, and Cause No. 2003- 20243-158 entitled Town of Westlake, Texas vs. City of Roanoke, Texas, filed in the 158th Judicial District Court, Denton County, Texas; and WHEREAS, the City of Roanoke, Town of Westlake, 170 Retail Associates, Ltd., HCA Health Services of Texas, Inc., and AIL Investment, L.P. have entered into an agreement on June 25, 2007, between the parties to resolve the related issues concerning the parties, and the Property; and WHEREAS, by said agreement, the property owner of the Property has agreed to be included within the extraterritorial jurisdiction of the Town of Westlake, Texas; and WHEREAS, by said agreement, the Town of Westlake, Texas, has agreed to release certain property located at the corner of Business 114 and State Highway 170 from the incorporated Town limits, and from the extraterritorial jurisdiction of the Town of Westlake, Texas; and WHEREAS, section 42.023 of the Texas Local Government Code, as amended, authorizes the City Council of the City of Roanoke, Texas, to reduce its extraterritorial jurisdiction by written consent by ordinance or resolution. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ROANOKE, TEXAS: Ordinance 2007-110 Page 1 of 6 Section 1. FINDINGS INCORPORATED The findings set forth above are incorporated into the body of this Ordinance as if fully set forth herein. Section 2. RELEASE OF ETJ The City of Roanoke, Texas, hereby releases, relinquishes, and discontinues any claim or entitlement to an approximately 58.96 acre tract of land, as described and depicted in Exhibit A which is attached hereto and incorporated herein by reference, as being within the extraterritorial jurisdictional limits of the City of Roanoke, Texas. Section 3. OFFICIAL MAP The official map and boundaries of the City of Roanoke, Texas, heretofore adopted and amended, be and are hereby amended so as to exclude the area as described and depicted in Exhibit A which is attached hereto, as part of the extraterritorial jurisdiction of the City of Roanoke, Texas. Section 4. The City Manager is hereby directed and authorized to perform or cause to be performed all acts necessary to effectuate this Ordinance, including but not limited to any corrections to the official map of the City to reflect the City's boundaries, and extraterritorial jurisdiction, as well as all appropriate filings with any and all governmental agencies or entities so affected by the acts described in this Ordinance. Section 5. This Ordinance contemplates the full and final satisfaction of those certain "Conditions", as defined in Section 10.a. of that certain Master Agreement Regarding Boundary Adjustment and Other Matters (the "Master Agreement") by and among the Town of Westlake, Texas, the City of Roanoke, Texas, 170 Retail Associates, Ltd., HCA Health Services of Texas, Inc., and AIL Investment, L.P. Notwithstanding anything to the contrary, if such "Conditions" set forth in Section 10.a. of the Master Agreement have not been fully and finally satisfied by the "Termination Date", as defined in Section 10.b. of the Master Agreement, then this Ordinance shall automatically be deemed null and void from and after the Termination Date for all purposes. Ordinance 2007-110 Page 2 of 6 PASSED, APPROVED AND ADOPTED by the City Council of the City of Roanoke, Texas, on this the 24th day of July, 2007. ` %jiII I I I i IjiI,,"/ y OF... R.... �- p -- APPROVED: .. ;' Carl E. Gierisch, Jr., May ATTEST: '�gNOK_......��.P,��,,��`• E�. Kell Edw , City Secretary APPROVED AS TO FORM: J oore, ' y Attorney Ordinance 2007-110 Page 3 of 6 Exhibit A To ETJ Tract Release Ordinance Legal Description and Depiction of ETJ Tract [following 2 pages] Ordinance 2007-110 Page 4 of 6 Exhibit "A" 58 -Acre Tract All that certain tract or parcel of land situated in the M.E.P. & P.R.R. Survey, Abstract 923, Denton County, Texas and being part of certain land deeded by Mrs. Vallie Noah to James M. and Joe Noah on September 20, 1963, and recorded in Volume 501, Page 695, Deed Records of said county, this tract being adjacent to the original Townsite of Roanoke and being more particularly described as follows: BEGINNING at the Southeast corner of said M.E.P. & P.R.R. Survey on a fence at a turn in a public road; THENCE North 89 degrees 08 minutes 27 seconds West with a fence on the South line of said survey 1955.90 feet to a found rock; THENCE North 00 degrees 15 minutes 15 seconds East on or near a fence 623.08 feet to a found fence corner; THENCE North 70 degrees 05 minutes 25 seconds West with a fence, 335.24 feet to a found fence corner; THENCE North 24 degrees 17 minutes 25 seconds East with the East line of the Roanoke original Townsite along and near a fence, 561.80 feet to a found '/4 inch iron rod; THENCE South 84 degrees 00 minutes 45 seconds East, 449.78 feet to a found '/4 inch iron rod; THENCE North 00 degrees 31 minutes 45 seconds West, 44.00 feet to a found fence corner at the Southwest corner of the Bluebonnet Addition as recorded in Volume 343, Page 446, Deed Records, Denton County, Texas; THENCE South 89 degrees 37 minutes 03 seconds East with the South line of said Addition 1593.53 feet to a corner on the East line of said M.E.P. & P.R.R. Survey in the middle of a road; THENCE South 00 degrees 09 minutes 15 seconds West with said line in said road 1265.08 feet to the POINT OF BEGINNING and CONTAINING 2,568,144 square feet or 58.96 acres of land, more or less. Ordinance 2007-110 Page 5 of 6 01'21'14` W 44.00' N 89'33'28' '14' E 78' 1600.10' i i i I i N 00.34'14' 623.08' N 70'54'54' W ORDINANCE NO.236 335 24 58.96 AC. '23' EXHIBIT "B" 58.96 AC. TRACT ORDINANCE NO. 236 M.E.P 6 P.R.R. SURVEY ABSTRACT 923 nn G Graham Associates.Inc. 0 50 100 200 © CONSULTING ENGINE & PLANNERS 600 SIX FLAGS DRIVE, SUITE 500 ARLINGTON, TEXAS 76011 (817) 640-0535 SCALE. I'=100' Ordinance 2007-110 Page 6 of 6 REPUBLIC TITLE October 17, 2007 L. Stanton Lowry Boyle and Lowry, L.L.P. 4201 Wingren, Suite 108 Irving, Texas 75062 AMERICAN ESCROW COMPANY 2626 Howell Street, 10th Floor Dallas, Texas 75204-4064 (214)855-8888 Fax: (214)855-8848 Direct Dial: (214) 855-8879 E-mail: cjanousek©republictitle.com �\L Re: Master Agreement Regarding Boundary Adjustment and Other Matters by and amount the Town of Westlake, Texas, the City of Roanoke, Texas, 170 Retail Associates, Ltd., HCA Health Services of Texas, Inc., and AIL Investments, L.P.; Supplemental Agreement Regarding Boundary Adjustment and Other Matters by and among AIL Investment, L.P., Hillwood/Willow Bend, Ltd., HCA Health Services of Texas, Inc. and 170 Retail Associates, Ltd.; and related documents Dear Mr. Lowry; In connection with the above referenced, and in completion of the Actions Upon Escrow Satisfaction as defined therein, enclosed please find copies of the following documents (unless otherwise noted): RECORDED DOCUMENTS: • Dedication Deed • Termination of Right of First Offer Agreement • Second Amendment to Declaration of Restrictions • Use Restriction Agreement - HCA Health Services of Texas, Inc. • Use Restriction Agreement -170 Retail Associates, Ltd. ESCROW DOCUMENTS: • Agreed Final Judgment (three original counterparts) • Fire Lane Letter • Letter Agreement • Termination of Development Agreement REPUBLIC TITLE OF TEXAS, INC. qua. A SUBSIDIARY OF First American Title Insurance Company was TITLE INSURANCE AGENT FOR: Chicago Title Insurance Company, Commonwealth Land Title Insurance Company, First American Title Insurance Company, Lawyers Title Insurance Corporation, Old Republic National Title Insurance Company, Stewart Title Guaranty Company, Ticor Title Insurance Company and Title Resources Guaranty Company L. Stanton Lowry October 17, 2007 page 2 If you should have any questions, or if you need anything further from our office at this time, please do not hesitate to contact me. CAN ESCROW COMPANY Carla D. Janousek, Senior Vice President Enclosures cc w enclosures: Mr. Trent Petty City of Westlake 3 Village Circle, Suite 202 Westlake, Texas 76262 Dedication Deed IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. THE STATE OF TEXAS KNOW ALL MEN BY THESE PRESENTS: COUNTY OF TARRANT That, AIL Investment, L.P., a Texas limited partnership ("Grantor"), for and in consideration of the acceptance of the terms, conditions and reservations contained herein by The City of Roanoke, Texas, a municipal corporation of Denton County, 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 Denton County, Texas described in Exhibit "A" attached hereto and made a part hereof by reference (the "Property"). 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, (iii) all matters of record affecting the Property that may exist as of the recordation of this instrument, (iv) all matters that a current accurate survey of the Property would disclose; and (v) any claims or liens arising out of or relating to work performed on the Property at the request or direction of Grantee. The Property is conveyed to Grantee to be used only for the following purposes (the "Permitted Purposes"): the construction, use, maintenance, repair and reconstruction of a City of Roanoke fire station and related facilities ("Fire Station"). 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 aboveground facilities required to service projects under construction. In no event shall Temporary Facilities be installed for more than one (1) year. Temporary Facilities shall be removed at the expense of the party that installs the Temporary 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 Fire Station that Page 1 Roanoke Dedication Deed has been constructed and opened on the Property) is not used as a Fire Station, 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 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 Fire Station for a period of two years (after commencement of use of the Fire Station 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 party, 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. 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. 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 II 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 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. Page 2 Roanoke Dedication Deed EXECUTED this day of , 2007. ACCEPTED AS TO THE TERMS, CONDITIONS AND RESERVATIONS CONTAINED HEREIN: THE CITY OF ROANOKE, TEXAS By: ATTEST: City Secretary Approved as to Form and Legality: City Attorney AIL Investment, L.P., a Texas limited partnership By: Hillwood Alliance Management, L.P., a Texas limited partnership, its general partner Mayor By: Hillwood Alliance GP, LLC, a Texas limited liability company, its general partner By: L. Russell ghlin, Senior Vice President, Properties Division Page 3 Roanoke Dedication Deed EXECUTED this day of , 2007. AIL Investment, L.P., a Texas limited partnership By: Hillwood Alliance Management, L.P., a Texas limited partnership, its general partner By: Hillwood Alliance GP, LLC, a Texas limited liability company, its general partner ACCEPTED AS TO THE TERMS, CONDITIONS AND RESERVATIONS CONTAINED HEREIN: THE CITY OF ROANOKE, TEXAS o` r� OF. Carl E. Gierisch, Jrayor = SEAL .` �. AT EST: kq I /VO -K E. *CitSecre&y Approved as to Form and Legality: City Attorney L. Russell Laughlin, Senior Vice President, Properties Division Page 3 Roanoke Dedication Deed THE STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on , )[_mot a , 2007, by L. Russell Laughlin, Senior Vice President, Properties Division, of Hillwood Alliance GP, LLC, a Texas limited liability company, on behalf of said limited liability company, in its capacity as general partner of Hillwood Alliance Management, L.P., a Texas limited partnership, on behalf of said limited partnership; in its capacity as general partner of AIL Investment, L.P., a Texas limited partnership, on behalf of said limited partnership. Notary Public, State of Texas This instrument was acknowledged before me on by , Mayor of the City of Roanoke, Texas. Notary Public, State of Texas GRANTEE'S ADDRESS: AFTER RECORDING, RETURN TO: City of Roanoke 108 South Oak Street Roanoke, TX 76262 Attention: City Administrator City of Roanoke 108 South Oak Street Roanoke, TX 76262 Attention: City Secretary WITH COPY TO: AIL Investment, L.P. 13600 Heritage Parkway Suite 200 Fort Worth, TX 76177 Attention: L. Russell Laughlin 2007, Page 4 Roanoke Dedication Deed LORI L. BOWLING Notary Public, State of Texas My Commission Expires October 17, 2007 THE STATE OF TEXAS § COUNTY OF DENTON § Notary Public, State of Texas This instrument was acknowledged before me on by , Mayor of the City of Roanoke, Texas. Notary Public, State of Texas GRANTEE'S ADDRESS: AFTER RECORDING, RETURN TO: City of Roanoke 108 South Oak Street Roanoke, TX 76262 Attention: City Administrator City of Roanoke 108 South Oak Street Roanoke, TX 76262 Attention: City Secretary WITH COPY TO: AIL Investment, L.P. 13600 Heritage Parkway Suite 200 Fort Worth, TX 76177 Attention: L. Russell Laughlin 2007, Page 4 Roanoke Dedication Deed THE STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on , 2007, by L. Russell Laughlin, Senior Vice President, Properties Division, of Hillwood Alliance GP, LLC, a Texas limited liability company, on behalf of said limited liability company, in its capacity as general partner of Hillwood Alliance Management, L.P., a Texas limited partnership, on behalf of said limited partnership, in its capacity as general partner of AIL Investment, L.P., a Texas limited partnership, on behalf of said limited partnership. Notary Public, State of Texas THE STATE OF TEXAS § COUNTY OF DENTON § This �st+rument was acknowledged before me on �L ,e, 21 2007, by na( I eci;erla— P— h Sr , Mayor of the City of Roanoke, Texas. Jill KELLY EDWARDS MY COMMISSION EXPIRES February 3, 2010 AotarjPubl , State of Texas GRANTEE'S ADDRESS: City of Roanoke 108 South Oak Street Roanoke, TX 76262 Attention: City Administrator AFTER RECORDING, RETURN TO: City of Roanoke 108 South Oak Street Roanoke, TX 76262 Attention: City Secretary WITH COPY TO: AIL Investment, L.P. 13600 Heritage Parkway Suite 200 Fort Worth, TX 76177 Attention: L. Russell Laughlin Page 4 Roanoke Dedication Deed EXHIBIT "A" TO DEDICATION DEED PROPERTY DESCRIPTION [following 2 pages] LEGAL DESCRIPTION REINf"r a tract ofl d situated in the K E. P. & P. RR- Co. Survey, Abstract Number 923. Duan County, 'texas, and being a portion of that certain tract of land described by deed to AIL Investment, L.P., as recorded in Volume 4785,, Page M, , Real Prooperty Records of Denton County. Texas, and being more Pm*ularly described by metes and bounds as follows COMMENCING at the northeast canter of Lot 1, Block 6, Alliance Gateway North Addition, as recorders in Cabinet G, Page 299, Real Property R ids of Denton County, Texas; THENCE N 89a59'+€03"E, 94.53 feet to the beginning of non -tangent curve to the ri ;. THENCE with said non tang u curve to the right, an arc distance of 89.13 fes, through a rural angle of 11"52*34" having a radius of 430.00 feet, the long chord of which bears N 17-1 t '44"V, 88.97 feet, to the DINT OF B EGINN?ING; THENCE continuing along said non -tangent ctuve to tate right, an arc distance of 84.36 feet, through a central angle of 11` 1426" having a radius of 430;00 fit, the long chord of which bears N 05°38' 10'V, 84.22 feet; THENCE N 110°00.57 -NV, 285.54 feet to the beginning of a curve to the right; THENCE with said cure to the right, an are distance of 43.76 feet, through a central angle of 83"34'27'°' (raving a radios of 30.00 feet„ the long chord of which 'hears N 41046'1 7"E, 39.98 fed to the beginning of a reverse curve to the left; THENCE with said reverse curve to the left, an arc distance of 319.32 feet., thmugh a central angle of 33°52'51" having a radius of 540.00 feet, the long charts oFwhich bears N 66-37'05-E, 314.69 feet; THENCE S 4(r 19'21 "E, 194.70 feet; THENCE S '00'57"E, 383.13 feet, THENCE S 89°59'03" %T, 426.75 feet to the POINT OF BEGINNING and containing 192,810 square feet or 4.426 acres of land more or less. THIS LEGAL DESCRIPTION IS FOR CONTRACT PURPOSES ONLY AND SHOULD NOT BE USED FOR THE CONVEYANCE OF, REAL PROPERTY: C&B Job No. 015000.098.1.0447 January 08, 2007 P'JW01s(i000I\098 UR1WPiI.ECr600098X1.DOC Pagel of ACF No. 2134 i 10 52' 34- d G1 :430. D0' ,'". 13' L. C. -N1 7a 11' 40"W OB, 97' 40110 14' 26" CZ R•A36.00' a64. 36, 84.2 ' FAIRWAY DR" POINT OF LOT 1. k7i.OGK G ALLIAUCE 04pr1ifAY rtCW" 4WITJON ,rAfl1a,ZT p. PACE 2S:8 &83034' 28" C3 11.30.00' La43. 76' L.C.-N41`46' 17-1 39. 9S' 6.33°52' 51" CA R0540.00' L=319. 32' L. C. =N660 3 V 0$" E 314.69' C3 i 4VO- C All.. INVESTMENT. L .P. VOL 47BS. PO 8719 , In lot M�* au 0 C1 AIL IIVV€SrMENr. L.P. y Va 4785. FO 879 m w PRIM' OF Y It WGIMING 51;1'3'59` 03"'1! 426.75' ALLIANCE GATEYAV - ~5E I I I 4SSOC1ATION, INC. 0G'?O.94 - 4113,2 A P -M-RA . 8fJ' RVEY 94. 53" N 1, SCALE 1' w" 200` AN EQilVT 9KNANG A TRACT Of LANE? k SiTtl ED iN TK OA.EP. t P. RR. CO. SUV EY. ABSTRACT NUMBER 973. 0ENTON COUNTY,TEXRS co.E. �Jl�BtiU�SUSD�a�brr•s�RrSP�."sAxs.egtti iATts W oft -?Y �'I tJ y EXHIBIT "B" TO DEDICATION DEED EASEMENTS RESERVED Grantor hereby reserves a non-exclusive, assignable, free easement: (a) across and through all portions of the Property lying beneath the surface of the Property, to use such subterranean areas for any use that does not interfere with Grantee's use of the Property; (b) across and through all air space 17.5 feet above the surface of the paved roadway installed on the Property, to use such air space for any use that does not interfere with Grantee's use of the Property; and 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 surface 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. 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 "A" TO DEDICATION DEED PROPERTY DESCRIPTION [following 2 pages] LEG -"AL DESCRIPTIO BEING a tract of land situated in the M. E. P. & P. RR. Co. Survey, Abstract Number 923, Denton County, "Texas, and being a portion of that certain tract of land described by deed to AIL Investment, L.P., as recorded in Volume 4755, Page $78, Real Property Records of Benton County, Texas, and being more particularly described by metes and bounds as follows: COWMENCIING at the northeast corner of Lot 1, Block 6, Alliance Gateway North Addition, as recorded in Cabinet G. Page 298, Real Property Records of Denton County, Texas; THENCE N 89.59'03"F, 94.53 feet to the beginning of a non -tangent curve to the right; THENCE with said cion -tangent curve to the right, an arc distance of 89.13 feet, through a central anile of 11'52'34" having a radius of 430.00 feet, the long chord of which bears R 17=11'40'1'4', 85.97 feet, to the POINT OF BEGINNING, THENCE continuing along said non -tangent curve to the right, an arc distance of 84-36 feet, through a central angle of I I° 14'26" having a radius of 430.f10 feet, the long chord of which bears N 05938' 1(Y" Vi', 84.22 feet; THENCE N 00.00'57 V, 285.54 feet to the beginning of curve to the right; THENCE with said curve to the right, an arc distance of 43.76 feet, through a central angle of 8334'27" having a radius of 30,00 feet, the long chord of which bears N 41 °4G' 1 ?"E, 39.98 feet to the beginning of a reverse cure to the left; THENCE with said reverse cure to the left, an arc distance of 31932 feet, through a central angle of 33'52'51'" hawing a radius of540.00 feet, the long chord of which bears N 66037'05'E, 31.4.69 fest; THENCE S 40019'21"E, 184.70 feet; THENCE S 00°00'57"E, 353.13 fest; THENCE S 89°59'03'W, 426,?5 feet to the POINT OF BEGINNING and containing 192,810 square feet or 4.426 acres of land more or less. THIS LEGAL DESCRIPTION IS FOR CONTRACT PURPOSES ONLY ANT) SHOULD NOT BE USED FOR THE CONVEYANCE OF REAL PROPERTY C&B Job Ilio. 015000.098.1,0447 January 08, 200- YJOB1 01 500001 \098'+SlJRX 4RP',LEG'k500098X J . DOC Page 1 of' 1 ACT No_ 21714 lar L 5,:rUcas, rte. 6Z •.7": tC-��"-8A •31 YQ uA9a'A�.gr,�40S �Y.i15 +EESI \A OCDS At�4Of�•: +.?'I s stix3s •.urinc� No1r13a TZ6 b3QNnN DYVIWA3AMS 'Oa -0 'd 9 'd 3 Y'i 3N1. r7l 031VAl S OW JO .L'Y1'k1! V ONVA014S L111 M, NV 'Clio a2OZ 7 '?NI '1vDI1r73t7SSb 1!! 35vNd-�Icn31v� 3JM✓!7'7v ,SL'9Zb �t,.[p,6Li85 -40 LNIOW n m W i� 06 p w 8L8 `Jd 'S8ZP' 70A 'd'7 '1N3HLS3AN1 71V BSB Od *OZ9, IOA 'd'7 '1N3H1S3.tiN1 ?Jb �, vo 1.3 Q Z3 c0 69'aIf 3.06 .!£ o99NP 'a'l ,Zfi '6 t£*1 00 '09,r=1! bJ l S .ZS o££•v •S6 '6fi �sz .at�te=v 86C -VVd 'U 13NIM) Nal t day 1Y Wtv At4A31vV 30?v I77V 9 X.70?a It 101 do WIO I .ZZ 'b8 A1.01 ,0fi 650M• '3'1 .9C 1POT1 ,00 '00-1d zi n9L .V 1 01 107 .15 'Ise NAV , I I t1 IN -'9'i S i '60= t an ' o"N I a .as .15 ,11-v EXHIBIT "B" TO DEDICATION DEED EASEMENTS RESERVED 1. Grantor hereby reserves a non-exclusive, assignable, free easement: (a) across and through all portions of the Property lying beneath the surface of the Property, to use such subterranean areas for any use that does not interfere with Grantee's use of the Property; (b) across and through all air space 17.5 feet above the surface of the paved roadway installed on the Property, to use such air space for any use that does not interfere with Grantee's use of the Property; and 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 surface 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. 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. When Recorded Return to: Kelly Hart & Hallman, LLP Attention: Chad Key 201 Main Street, Suite 2500 Fort Worth, Texas 76102 TERMINATION OF RIGHT OF FIRST OFFER AGREEMENT This Termination of Right of First Offer Agreement (this "Termination") is made as 43141 . / , 2007, by and between AIL INVESTMENT, L.P., a Texas limited partnership (' AIL" ), and HCA HEALTH SERVICES OF TEXAS, INC., a Texas corporation ("HCA"). RECITALS: A. AIL and HCA previously entered into that certain Right of First Offer Agreement dated January 30, 2003 and recorded February 5, 2003 as Document Number 2003-R0018561, in the Denton County Real Property Records, Denton County, Texas (the "Right of First Offer Agreement"), affecting that certain real property more particularly described on Exhibit A attached hereto (the "Property"). B. AIL and HCA now desire to terminate the Right of First Offer Agreement. AGREEMENTS: NOW, THEREFORE, AIL and HCA hereby declare that: the Right of First Offer Agreement is hereby terminated and shall be of no further force or effect as of the date hereof, the Property is fully released from the Right of First Offer Agreement on and after the date hereof, and neither party nor their successors or assigns shall have any rights or obligations under the Right of First Offer Agreement on and after the date hereof. This Termination may be executed in a number of identical counterparts, and a telecopy or facsimile transmission shall be binding on the party or parties whose signatures appear thereon. If so executed, each of such counterparts is to be deemed an original for all purposes, and all such counterparts shall, collectively, constitute one Termination. [SIGNATURE PAGE IMMEDIATELY FOLLOWS] IN WITNESS WHEREOF, the parties have executed this Termination as of the date first written above. AIL: AIL INVESTMENT, L.P., a Texas limited partnership By: Hillwood Alliance Management, L.P., a Texas limited partnership, its general partner By: Hillwood Alliance GP, LLC, a Texas limited liability company, its general partner THE STATE OF TEXAS § COUNTY OF TARRANT § BEFORE ME, the undersigned, notary public in and for the State of , on this day personally appeared u the Sr . ;C.r° f i -f S i 2 n t of Hillwood Alliance GP, LLC,'a Texas limited bility company, the general partner of Hillwood Alliance Management, L.P., a Texas limited partnership, the general partner of AIL Investment, L.P., a Texas limited partnership, and, being known to me as the person whose name is subscribed to the foregoing instrument, acknowledged to me that such person executed the same for the purposes and consideration therein expressed and on behalf of said limited liability company and said limited partnerships. Given under my hand and seal of office this oq\ day of ) kArNf , 2007. LoQl L. BOWLING s Notary Public Public in and for the State of as _ Notary Public, State of Texa My Commission Expires %F;" October 17, 2007 IN WITNESS WHEREOF, the parties have executed this Termination as of the date first written above. HCA: HCA HEALTH SERVICES OF TEXAS, INC., a Texas corporation By: I Ls , Name: GtI . /amu,- tiro 4 Title: THE STATE OF %,f N� rrss T F - COUNTY OF 01f/10 5 0A/ BEFORE ME, the undersigned, notary public in and for the State of on this day personally appeared W -tits,,. L k- i. 6 e e . f 4 , the V / E z - P� s, of HCA Health Services of Texas, Inc., a Texas corp ration, and, being known to me as the person whose name is subscribed to the foregoing instrument, acknowledged to me that such person executed the same for the purposes and consideration therein expressed and on behalf of said corporation. Given under my hand and seal of office this 2 I day of Tk h c , 2007. III WA N tary Public in �ird for the State of %`%�0 • LA yB,Q Notary's Name Printe NOTARY ;� : My Commission Expires: PUBLIC /y �1- • AT o •. LARGE My Commission E>;r -j EXHIBIT A TO TERMINATION OF RIGHT OF FIRST OFFER Property BEING a tract of land situated in the Richard Eads Survey Abstract Number 393, and being a portion of Tract 2 of that tract of land described by deed to AIL/Willow Bend, LTD, a Texas Limited Partnership in clerk's filing number 93-R0075228, County Records, Denton County, Texas, and being more particularly described by metes and bounds as follows: BEGINNING at the northwest corner of said tract, said point being in Dallas Drive; THENCE N 89 degrees 53 minutes 16 seconds E, 608.94 feet (previously recorded as N 89 degrees 52 minutes 37 seconds E, 609.14 feet) to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER & BURGESS" set in the west right-of-way line State Highway 114, said point also being the beginning of a curve to the left; THENCE 762.45 feet along the arc of said curve to the left and along said right-of-way, through a central angle of 15 degrees 08 minutes 36 seconds, and having a radius of 2,884.80 feet, the long chord bears S 44 degrees 08 minutes 38 seconds E, 760.24 feet to a State Highway Department monument found; THENCE S 08 degrees 35 minutes 29 seconds W, 69.38 feet (previously recorded as S 08 degrees 35 minutes 39 seconds W, 69.39 feet) to a State Highway Department monument found in the north right-of-way line of State Highway 170, said point being the beginning of a curve to the left; THENCE 466.45 feet along the arc of said curve to the left, and along said right-of-way, through a central angle of 11 degrees 33 minutes 37 seconds, and having a radius of 2311.83 feet, and a long chord bears S 63 degrees 05 minutes 43 seconds W, 465.66 feet to a State Highway Department monument found; said point also the beginning of a curve to the left; THENCE 418.37 feet along the arc of said curve to the left, and continuing along said right-of- way, through a central angle of 6 degrees 14 minutes 34 seconds, having a radius of 3839.72 feet, and a long chord that bears S 54 degrees 11 minutes 37 seconds W, 418.16 feet to a 5/8 inch iron rod with yellow cap stamped "CARTER & BURGESS" set; THENCE N 90 degrees 00 minutes 00 seconds W, 372.81 feet to a 5/8 inch iron rod with yellow cap stamped "CARTER & BURGESS" set in the west line of Tract 2; THENCE N 00 degrees 00 minutes 28 seconds E (previously recorded as N 0 degrees 15 minutes 46 seconds W), 832.73 feet with the west line of Tract 2 to a 1/2 inch iron rod found; THENCE S 86 degrees 18 minutes 21 seconds E (previously recorded as S 86 degrees 27 minutes 17 seconds E), 145.97 feet Co a 1/2 inch iron rod found; THENCE N 03 degrees 14 minutes 15 seconds E, 57.15 feet (previously recorded as N 03 degrees 52 minutes 08 seconds E, 57.06 feet) to a 5/8 inch iron rod with yellow cap stamped "CARTER & BURGESS" set; THENCE N 83 degrees 34 minutes 34 seconds E, 168.59 feet (previously recorded as N 83 degrees 15 minutes 05 seconds E, 168.19 feet) to 5/8 inch iron rod found; THENCE N 00 degrees 06 minutes 42 seconds W (previously recorded as N 00 degrees 06 minutes 55 seconds W), 144.37 feet to a 1/2 inch iron rod with red cap stamped "R -PLS #2912" found; THENCE S 89 degrees 53 minutes 18 seconds W, 317.25 feet (previously recorded as S 89 degrees 39 minutes 31 seconds W, 317.37 feet) to a 1/2 inch iron rod with red cap stamped "RPLS #2912" found; THENCE N 00 degrees 18 minutes 40 seconds E, 25.32 feet (previously recorded as N 00 degrees 20 minutes 29 seconds W, 25.00 feet) to a found railroad spike and the POINT OF BEGINNING and containing 804,223 square feet or 18.462 acres of land, less 15,659 square feet in Dallas Drive leaving a net of 788,564 square feet or 18.103 acres of land, more or less. When Recorded Return to: Kelly Hart & Hallman LLP Attention: Chad Key 201 Main Street, Suite 2500 Fort Worth, Texas 76102 SECOND AMENDMENT TO DECLARATION OF RESTRICTIONS THIS SECOND AMENDMENT TO DECLARATION OF RESTRICTIONS (the "Amendment") is made effective as of the;21i day of aj , 2007 (the "Effective Date"), by and between HILLWOOD/WILLOW BEND, LTD., a Texas limited partnership ("Declarant") and HCA HEALTH SERVICES OF TEXAS, INC., a Texas corporation ("HCA"). RECITALS A. WHEREAS, Declarant recorded that certain Declaration of Restrictions dated February 28, 1995, as Instrument No. 021769 in the Real Property Records of Denton County, Texas, as amended by that certain Partial Release of Declaration of Restrictions dated January 29, 2003 and recorded as Document No. 2003-R0018559 in the Real Property Records of Denton County, Texas, (as amended, the "Declaration"); against that certain land described in Exhibit A attached hereto and made a part hereof (the "Property"), imposing, among other things, certain use restrictions against the Property. B. WHEREAS, HCA is the current owner of the Property. C. WHEREAS, Pursuant to the Paragraph 3 of the Declaration, the owner of the Property shall not apply for or seek any change in the zoning applicable to the Property without the prior written approval of Declarant, which approval shall not be unreasonably withheld or delayed. D. WHEREAS, HCA desires to change the zoning designation on the Property to B-2 Local Business and Retail District ("B2") and has requested Declarant's approval of such change. E. WHEREAS, as part of the consideration for Declarant approving HCA's zoning change request and as a condition thereto, HCA has agreed to restrict the use of the Property. NOW THEREFORE, in consideration of the mutual covenants and promises herein contained and for other good and valuable consideration, the receipt, sufficiency and validity of which is hereby acknowledged, HCA and Declarant hereby agree as follows: AGREEMENT 1. Definitions. Capitalized terms used in this Amendment without definition shall have the meanings assigned to such terms in the Declaration, as amended, unless the context expressly requires otherwise. 2. Approval. Declarant hereby approves the zoning change of the Property to B-2. 3. Use Restrictions. Notwithstanding that the following uses may be permitted by existing or future zoning ordinances applicable to the Property and without limiting the generality of the foregoing sentences, in addition to the restrictions contained in Paragraph 4 of the Declaration, Declarant and HCA hereby agree as follows: (a) that no building or premises on the Property shall be used for any of the following purposes: (i) Cleaning or laundry (self-service) using fully automatic equipment, as follows: (a) Washers, capacity or not more than forty (40) pounds, (b) Dryers or extractors, capacity of not more than sixty (60) pounds, and (c) Dry-cleaning machine. (ii) Cleaning or laundry (except that a drop-off/pick up station is allowed). (iii) Electric utility substation. (iv) Home for the aged (assisted living or congregate care). (v) All child care facilities except commercial boarding homes. (vi) Telephone exchange building. (vii) Day camp. (viii) Hospital, home or center for the acute or chronic ill. (ix) Mortuary or funeral chapel. (x) Radio, Television, Microwave tower and facilities. (xi) Boat sales, rental and service. (xii) Auto laundry or car wash (except a car wash shall be permitted as incidental to a gas station operation). (b) Except for one (1) single -user building of no greater than 45,000 square feet, and one (1) single -user building of no greater than 25,000 square feet, no single -user buildings of greater than 10,000 square feet shall be permitted on the Property. (c) The demised space within any multi-user building located within the Property shall not exceed 10,000 square feet. 4. Foundation. Subsections 1(ii) and 2(ii) of the Declaration are amended to read in their entirety as follows: "HCA has completed the foundation of at least 20,000 square feet of buildings on the Property as evidenced by pouring of the foundation for such buildings." 5. Full Force and Effect. Except as expressly modified previously and hereby, the Declaration remains in full force and effect in accordance with its original terms and conditions. All references in the Declaration to this "Declaration" shall be deemed references to the Declaration as modified previously and hereby. 6. Counterpart and Facsimile Execution. This Amendment may be executed in a number of identical counterparts. If so executed, each of such counterparts is to be deemed an original for all purposes, and all such counterparts shall, collectively, constitute one amendment, but in making proof of this Amendment, it shall not be necessary to produce or account for more than one such counterpart. [SIGNATURE PAGES IMMEDIATELY FOLLOW] IN WITNESS WHEREOF, the parties have executed this Amendment to be effective as of the Effective Date. DECLARANT: HILLWOOD/WILLOW BEND, LTD., a Texas limited partnership By: Hillwood Operating, L.P., a Texas limited partnership, its general partner By: Hillwood Development Company, LLC, a Texas limited liability company, its general partner THE STATE OF TEXAS § COUNTY OF 7o C o r`'t § BEFORE ME, the undersigned, notary public in and for the State of Texas , on this day personally appeared L.ev-SSekk LaLsokti n , the Sc'. � \'stPi'eSiaeh't" of Hillwood Development Company, LLC, a Texas limited liability company, the general partner of Hillwood Operating, L.P., a Texas limited partnership, the general partner of Hillwood/Willow Bend, Ltd., a Texas limited partnership, and, being known to me as the person whose name is subscribed to the foregoing instrument, acknowledged to me that such person executed the same for the purposes and consideration therein expressed and on behalf of said limited liability company and said limited partnerships. Given under my hand and seal of office this 2 \ day of 3v`Y1- , 2007. =I - BOWLING Notary Public in and for the State of e as ic, State of Texas ission Expires f 17, 2007 IN WITNESS WHEREOF, the parties have executed this Amendment to be effective as of the Effective Date. HCA: HCA HEALTH SERVICES OF TEXAS, INC., a Texas corporation By: (-'� , /%' �' I Name: Title: , t (� THE STATE OF %+h e 5 s c e_ COUNTY OF V awi d 5 k" BEFORE ME, the undersigned, notary public in and for the State of TcoHe-sse t , on this day personally appeared W . clic µ Ic /G i — 4-r0 a 51, , the V i i e - P" s. of HCA Health Services of Texas, Inc., a Texas corporation, and, being known to me as the person whose name is subscribed to the foregoing instrument, acknowledged to me that such person executed the same for the purposes and consideration therein expressed and on behalf of said corporation. Given under my hand and seal of office this 21 day of STK 1— 72007. 0. . LA ... YB,pO% NOTARY ;� • PUBLIC • AT • o'. LARGE : i,ly Commission E, pires SEPT. 22,21' 7 Not y Public in a r the State of % c"n vl-t�c Notary's Name Printed: -7OL1 H D . C /,* % ra o'% My Commission E pires: y/zz Lr,7-7 EXHIBIT A TO SECOND AMENDMENT TO DECLARATION OF RESTRICTIONS Property BEING a tract of land situated in the Richard Eads Survey Abstract Number 393, and being a portion of Tract 2 of that tract of land described by deed to Hillwood/Willow Bend, LTD, a Texas Limited Partnership in clerk's filing number 93-R0075228, County Records, Denton County, Texas, and being more particularly described by metes and bounds as follows: BEGINNING at the northwest corner of said tract, said point being in Dallas Drive; THENCE N 89 degrees 53 minutes 16 seconds E, 608.94 feet (previously recorded as N 89 degrees 52 minutes 37 seconds E, 609.14 feet) to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER & BURGESS" set in the west right-of-way line State Highway 114, said point also being the beginning of a curve to the left; THENCE 762.45 feet along the are of said curve to the left and along said right-of-way, through a central angle of 15 degrees 08 minutes 36 seconds, and having a radius of 2,884.80 feet, the long chord bears S 44 degrees 08 minutes 38 seconds E, 760.24 feet to a State Highway Department monument found; THENCE S 08 degrees 35 minutes 29 seconds W, 69.38 feet (previously recorded as S 08 degrees 35 minutes 39 seconds W, 69.39 feet) to a State Highway Department monument found in the north right-of-way line of State Highway 170, said point being the beginning of a curve to the left; THENCE 466.45 feet along the arc of said curve to the left, and along said right-of-way, through a central angle of 11 degrees 33 minutes 37 seconds, and having a radius of 2311.83 feet, and a long chord bears S 63 degrees 05 minutes 43 seconds W, 465.66 feet to a State Highway Department monument found; said point also the beginning of a curve to the left; THENCE 418.37 feet along the are of said curve to the left, and continuing along said right-of- way, through a central angle of 6 degrees 14 minutes 34 seconds, having a radius of 3839.72 feet, and a long chord that bears S 54 degrees 11 minutes 37 seconds W, 418.16 feet to a 5/8 inch iron rod with yellow cap stamped "CARTER & BURGESS" set; THENCE N 90 degrees 00 minutes 00 seconds W, 372.81 feet to a 5/8 inch iron rod with yellow cap stamped "CARTER & BURGESS" set in the west line of Tract 2; THENCE N 00 degrees 00 minutes 28 seconds E (previously recorded as N 0 degrees 15 minutes 46 seconds W), 832.73 feet with the west line of Tract 2 to a 1/2 inch iron rod found; THENCE S 86 degrees 18 minutes 21 seconds E (previously recorded as S 86 degrees 27 minutes 17 seconds E), 145.97 feet Co a 1/2 inch iron rod found; THENCE N 03 degrees 14 minutes 15 seconds E, 57.15 feet (previously recorded as N 03 degrees 52 minutes 08 seconds E, 57.06 feet) to a 5/8 inch iron rod with yellow cap stamped "CARTER & BURGESS" set; THENCE N 83 degrees 34 minutes 34 seconds E, 168.59 feet (previously recorded as N 83 degrees 15 minutes 05 seconds E, 168.19 feet) to 5/8 inch iron rod found; THENCE N 00 degrees 06 minutes 42 seconds W (previously recorded as N 00 degrees 06 minutes 55 seconds W), 144.37 feet to a 1/2 inch iron rod with red cap stamped "RPLS #2912" found; THENCE S 89 degrees 53 minutes 18 seconds W, 317.25 feet (previously recorded as S 89 degrees 39 minutes 31 seconds W, 317.37 feet) to a 1/2 inch iron rod with red cap stamped "RPLS #2912" found; THENCE N 00 degrees 18 minutes 40 seconds E, 25.32 feet (previously recorded as N 00 degrees 20 minutes 29 seconds W, 25.00 feet) to a found railroad spike and the POINT OF BEGINNING and containing 804,223 square feet or 18.462 acres of land, less 15,659 square feet in Dallas Drive leaving a net of 788,564 square feet or 18.103 acres of land, more or less. USE RESTRICTION AGREEMENT THE STATE OF TEXAS COUNTY OF DENTON § THIS USE RESTRICTION AGREEMENT ("Agreement") is executed as of this "21 day of , 2007 (the "Effective Date"), by HCA Health Services of Texas, Inc., a Texas corporation ("Owner"), for the benefit of the City of Roanoke, Texas ("Roanoke'). Owner is the owner of that certain tract of land described on Exhibit "A" attached hereto and incorporated herein for all purposes (the "Restricted Property"), and Owner has agreed to restrict certain uses on the Restricted Property as set forth in this Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Restrictive Covenant. For a period of ten (10) years from and after the Effective Date (the "Term"), no portion of the Restricted Property shall be developed by Owner or its successors or assigns for the operation of a facility the primary business of which is the operation of a fitness center. 2. Covenant Running with the Land. This Agreement shall (i) be binding on Owner and its successors and assigns, (ii) run with the Restricted Property, and (iii) inure to the sole benefit of Roanoke. It is the intention of Owner that this Agreement shall continue to encumber the Restricted Property during the Term, even if Owner sells, leases or otherwise transfers all or a portion of the Restricted Property in the future. This Agreement shall automatically terminate upon the expiration of the Term, without the necessity of either party to execute any release or other instrument. 3. Effect of Violations. The breach or violation of the restrictions set forth in this Agreement by the owner of a portion of the Restricted Property shall not give rise to a cause of action against the owners of the other portions of the Restricted Property that are not violating such restrictions. Any cause of action for a violation of any of the restrictions set forth in this Agreement shall only be against the owner or occupant of the portion of the Restricted Property violating the restriction at the time of the violation. 4. Controlling Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas. The parties agree that this Agreement is performable in Denton County, Texas, and that exclusive venue shall lie in Denton County, Texas. 5. Amendment. This Agreement may only be amended or modified by a written instrument signed by both Owner and Roanoke. 6. Counterparts. This Agreement may be executed in two or more counterparts, all of which will comprise one and the same document. It will not be necessary for all parties to sign all counterparts, so long as the signature of each party appears on at least one counterpart. Two or more counterparts may be combined into one document by compiling the signature pages and acknowledgments from such counterparts. IN WITNESS WHEREOF, the parties have executed this instrument to be effective as of the Effective Date. HCA HEALTH SERVICES OF TEXAS, INC., a Texas corporation L ----X Name: w, ✓� u v l� i' 4 ro G, Title: \ THE STATE OF 719 tiNIT s5)c § COUNTY OF D 1+V J A S o K/ § The foregoing instrument was acknowledged before me on `Tu 2/ , 2007, by W , 44 Li �„ b "1u r' - �� s . of HCA Health Services of Texas, Inc., a Texas corporation' a v 1poration. O z -- . , > ; NOTARY :� = • PUBLIC = t> ATotary Public, ate of %"u� n c s s-c..a.. o LARGE : __� Printed Name: 1 h M !> • C (a 4 r �o %i4s • • • • • •' y , My commission expires: z L COIN [,1y Commission Expires SEPT. 22, 2CO7 ROANOKE: City of Roanoke, Texas By: Carl E. Gierisch, Jrjdayor Attest: o` . ...... RO qAl, SEAL Kelly dwar , City Secretary c THE STATE OF TEXAS § COUNTY OF DENTON § This instrument was acknowledged before me on ; A2007, by Carl E. Gierisch, Jr., the Mayor of the City of Roanoke, Texas, a mum ipal corporation, on behalf of said municipality. Notary Public,t-are of Texas ► P KELLY EDWARDS MY COMMISSION EXPIRES February 3 2010 Exhibit "A" to Use Restriction Agreement Description of the Restricted Property BEING a tract of land situated in the Richard Eads Survey Abstract Number 393, and being a portion of Tract 2 of that tract of land described by deed to AIL/Willow Bend, LTD, a Texas Limited Partnership in clerk's filing number 93-R0075228, County Records, Denton County, Texas, and being more particularly described by metes and bounds as follows: BEGINNING at the northwest corner of said tract, said point being in Dallas Drive; THENCE N 89 degrees 53 minutes 16 seconds E, 608.94 feet (previously recorded as N 89 degrees 52 minutes 37 seconds E, 609.14 feet) to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER & BURGESS" set in the west right-of-way line State Highway 114, said point also being the beginning of a curve to the left; THENCE 762.45 feet along the arc of said curve to the left and along said right-of-way, through a central angle of 15 degrees 08 minutes 36 seconds, and having a radius of 2,884.80 feet, the long chord bears S 44 degrees 08 minutes 38 seconds E, 760.24 feet to a State Highway Department monument found; THENCE S 08 degrees 35 minutes 29 seconds W, 69.38 feet (previously recorded as S 08 degrees 35 minutes 39 seconds W, 69.39 feet) to a State Highway Department monument found in the north right-of-way line of State Highway 170, said point being the beginning of a curve to the left; THENCE 466.45 feet along the arc of said curve to the left, and along said right-of-way, through a central angle of 11 degrees 33 minutes 37 seconds, and having a radius of 2311.83 feet, and a long chord bears S 63 degrees 05 minutes 43 seconds W, 465.66 feet to a State Highway Department monument found; said point also the beginning of a curve to the left; THENCE 418.37 feet along the arc of said curve to the left, and continuing along said right-of- way, through a central angle of 6 degrees 14 minutes 34 seconds, having a radius of 3839.72 feet, and a long chord that bears S 54 degrees 11 minutes 37 seconds W, 418.16 feet to a 5/8 inch iron rod with yellow cap stamped "CARTER & BURGESS" set; THENCE N 90 degrees 00 minutes 00 seconds W, 372.81 feet to a 5/8 inch iron rod with yellow cap stamped "CARTER & BURGESS" set in the west line of Tract 2; THENCE N 00 degrees 00 minutes 28 seconds E (previously recorded as N 0 degrees 15 minutes 46 seconds W), 832.73 feet with the west line of Tract 2 to a 1/2 inch iron rod found; THENCE S 86 degrees 18 minutes 21 seconds E (previously recorded as S 86 degrees 27 minutes 17 seconds E), 145.97 feet Co a 1/2 inch iron rod found; THENCE N 03 degrees 14 minutes 15 seconds E, 57.15 feet (previously recorded as N 03 degrees 52 minutes 08 seconds E, 57.06 feet) to a 5/8 inch iron rod with yellow cap stamped "CARTER & BURGESS" set; THENCE N 83 degrees 34 minutes 34 seconds E, 168.59 feet (previously recorded as N 83 degrees 15 minutes 05 seconds E, 168.19 feet) to 5/8 inch iron rod found; THENCE N 00 degrees 06 minutes 42 seconds W (previously recorded as N 00 degrees 06 minutes 55 seconds W), 144.37 feet to a 1/2 inch iron rod with red cap stamped "RPLS #2912" found; THENCE S 89 degrees 53 minutes 18 seconds W, 317.25 feet (previously recorded as S 89 degrees 39 minutes 31 seconds W, 317.37 feet) to a 1/2 inch iron rod with red cap stamped "RPLS #2912" found; THENCE N 00 degrees 18 minutes 40 seconds E, 25.32 feet (previously recorded as N 00 degrees 20 minutes 29 seconds W, 25.00 feet) to a found railroad spike and the POINT OF BEGINNING and containing 804,223 square feet or 18.462 acres of land, less 15,659 square feet in Dallas Drive leaving a net of 788,564 square feet or 18.103 acres of land, more or less. USE RESTRICTION AGREEMENT THE STATE OF TEXAS § COUNTY OF DENTON § THIS USE RESTRICTION AGREEMENT ("Agreement") is executed as of this 91 day of , 2007 (the "Effective Date"), by 170 Retail Associates, Ltd., a Texas limited partnership ("Owner"), for the benefit of the .City of Roanoke, Texas ("Roanoke"). Owner is the owner of that certain tract of land described on Exhibit "A" attached hereto and incorporated herein for all purposes (the "Restricted Property"), and Owner has agreed to restrict certain uses on the Restricted Property as set forth in this Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Restrictive Covenant. For a period of ten (10) years from and after the Effective Date (the "Term"), no portion of the Restricted Property shall be developed by Owner or its successors or assigns for the operation of a facility the primary business of which is the operation of a fitness center. 2. Covenant Running with the Land. This Agreement shall (i) be binding on Owner and its successors and assigns, (ii) run with the Restricted Property, and (iii) inure to the sole benefit of Roanoke. It is the intention of Owner that this Agreement shall continue to encumber the Restricted Property during the Term, even if Owner sells, leases or otherwise transfers all or a portion of the Restricted Property in the future. This Agreement shall automatically terminate upon the expiration of the Term, without the necessity of either party to execute any release or other instrument. 3. Effect of Violations. The breach or violation of the restrictions set forth in this Agreement by the owner of a portion of the Restricted Property shall not give rise to a cause of action against the owners of the other portions of the Restricted Property that are not violating such restrictions. Any cause of action for a violation of any of the restrictions set forth in this Agreement shall only be against the owner or occupant of the portion of the Restricted Property violating the restriction at the time of the violation. 4. Controlling Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas. The parties agree that this Agreement is performable in Denton County, Texas, and that exclusive venue shall lie in Denton County, Texas. 5. Amendment. This Agreement may only be amended or modified by a written instrument signed by both Owner and Roanoke. 6. Counterparts. This Agreement may be executed in two or more counterparts, all of which will comprise one and the same document. It will not be necessary for all parties to sign all counterparts, so long as the signature of each party appears on at least one counterpart. IN WITNESS WHEREOF, the parties have executed this instrument to be effective as of the Effective Date. OWNER: 170 RETAIL ASSOCIATES, LTD., a Texas limited partnership By: General Growth 170, L.P., a Delaware limited partnership, its general partner By: General Growth 170 (GP), LLC, a Delaware limited liability company, its general partner THE S1____ § COUNTY OF vac § DD-,-Thg for going instrument was acicnowled ed before me on C( oto 2007, by �U1/lGl (C� '�iV Yl .Sr• V I C em; of General Gro h 170 (GP), LLC, a Delaware limited liability company, general partner of General Growth 170, L.P., a Delaware limited partnership, general partner of 170 Retail Associates, Ltd., a Texas limited partnership, on behalf of said limited partnership. xs� - i�d"Zux'- otary Public, State of S lq1ut Printed Name: 5�Err,' grAd My commission expires: / U ROANOKE: City of Roanoke, Texas By: Carl E. Gierih�11 Mayor Attest: o,,v�``pF ROq"'''% ................ ti0 °'�., L Kelly jEdwardA City Secretary s ... .OKE. ���.P°��• '�'gnnnnteee`*� THE STATE OF TEXAS § COUNTY OF DENTON § This instrument was acknowledged before me on �' 2007, by Carl E. Gierisch, Jr., the Mayor of the City of Roanoke, Te as, a municipal corporation, on behalf of said municipality. of y PubE, , State of Texas y KELLY EDWARD j MY COMMISSION EXP!R' ,z I� pF, February 3, 2010 s Exhibit "A" to Use Restriction Agreement Description of the Restricted Property BEING a tract of land situated in the M.E.P.& P.R.R.Co. Survey, Abstract No. 923 and the J. Bacon Survey, Abstract No. 1565, Town of Westlake, Denton County, Texas and being a portion of that tract of land as described by deed to 170 Retail Associates, Ltd. (Tract 1) and recorded in County Clerk's filing No. 2005-136073, Real Property Records of Denton County, Texas and No. D205325970, Deed Records of Tarrant County, Texas, said tract of land being more particularly described by metes and bounds as follows: BEGINNING at a railroad spike found at the southeast corner of Town of Roanoke tract as recorded in Volume 13368, Page 505, Deed Records of Tarrant County and Volume 4184, Page 725, Real Property Records of Denton County, Texas, said point being a corner in the westerly line of said 170 Retail Associates, Ltd. Tract 1; THENCE along the westerly line and the northerly line of said 170 Retail Associates, Ltd. Tract 1, the following bearings and distances: N 00°30'24"W, 622.63 feet to a corner post found; N 70056'02"W, 336.45 feet to a 5/8 inch iron rod found; N 23°24'56"E, 561.73 feet to a 3/8 inch iron rod found; S 84°48'34"E, 449.59 feet to a 3/8 inch iron rod found; N 00015'39"W, 40.52 feet to a corner post found in the southerly line of Bluebonnet Addition, an addition to the Town of Roanoke as recorded in Volume 343, Page 447, said Denton County Records; N 89°18'19"E, 1592.25 feet along said southerly line to a railroad spike found; THENCE S 00040'31 "E, 102.86 feet to a point in the northerly right-of-way line of State Highway 170 (variable width right-of-way); THENCE along the northerly right-of-way line of said State Highway 170, the following bearings and distances: S 88°53'25"W, 26.82 feet to a 5/8 inch iron rod found; S 03°21'04"W, 16525 feet to a Texas Department of Transportation Brass Disk in concrete (TXDOT Mon.) found; S 3902751 "W, 1229.12 feet to a TXDOT Mon. found, the beginning of a curve to the left; 62.27 feet along the arc of said curve to the left, through a central angle of 00°18'39", a radius of 11479.16 feet and a long chord of S 39°18'32"W, 62.27 feet; THENCE S 89054'34"W, 1083.49 feet, leaving said northerly right-of-way line to the POINT OF BEGINNING and containing 48.293 acres of land, more or less. Exhibit "J-1" to Master Agreement Form of 170RA Tract Restriction [following pages] CAUSE NO. 2003-20243-158 THE TOWN OF WESTLAKE, TEXAS, § IN THE DISTRICT COURT Plaintiff, § VS. § DENTON COUNTY, TEXAS THE CITY OF ROANOKE, TEXAS, § Defendant. § 158TH JUDICIAL DISTRICT On this day of AGREED FINAL JUDGMENT 2007, came on to be heard Plaintiff The Town of Westlake, Texas ("Westlake") and Defendant the City of Roanoke, Texas ("Roanoke") by and through their respective attorneys of record and announced to the Court that they have fully settled and compromised all disputes between them arising out of this lawsuit and request that the Court enter this final judgment in accordance with the parties' settlement agreement; it is therefore ORDERED, ADJUDGED AND DECREED that Roanoke Ordinance No. 85-112 is valid and all property described in Exhibit "A" is within the corporate limits of Roanoke; it is further ORDERED, ADJUDGED AND DECREED that the parties shall be responsible for their own costs and attorneys' fees; and it is further ORDERED, ADJUDGED AND DECREED that this judgment is nonappealable. All relief not expressly granted herein is denied. Signed this day of 52007. JUDGE PRESIDING APPROVED AS TO FORM AND SUBSTANCE: ames . Morris, Jr. tate Bhr No. 14487600 GOINS, UNDERKOFLER, CRAWFORD & LANGDON A Registered Limited Liability Partnership 1201 Elm Street, Suite 4800 Dallas, Texas 75270 (214) 969-5454 (214) 969-5902 (Fax) Attorney for Defendant THE TOWN OF WESTLAKE, TEXAS Robert F. Brown State Bar No. 03164725 BROWN & HOFMEISTER, L.L.P. 740 East Campbell, Suite 800 Richardson, Texas 75081 (214) 747-6100 (214) 747-6111 (Fax) Attorney for Plaintiff THE CITY OF ROANOKE, TEXAS Signed this day of , 2007. JUDGE PRESIDING APPROVED AS TO FORM AND SUBSTANCE: James W. Morris, Jr. State Bar No. 14487600 GOINS, UNDERKOFLER, CRAWFORD & LANGDON A Registered Limited Liability Partnership 1201 Elm Street, Suite 4800 Dallas, Texas 75270 (214) 969-5454 (214) 969-5902 (Fax) Attorney for Defendant THE TOWN OF WESTLAKE, TEXAS I& F-- � Robert F. Brown State Bar No. 03164725 BROWN & HOFMEISTER, L.L.P. 740 East Campbell, Suite 800 Richardson, Texas 75081 (214) 747-6100 (214) 747-6111 (Fax) Attorney for Plaintiff THE CITY OF ROANOKE, TEXAS Exhibit "A" Johnnie's Automotive Tract A Tract of land in the Richard Eads Survey — A393 — BEGINNING at a point where the East Boundary of the City Limits: Thence East 317' along the South right-of-way of Dallas Drive; Thence South 144'; Thence West 170; Thence South 65'; Thence West 147; Thence North 209' back to the place of beginning, and containing 55, 203 square feet or 1.267 acres. t EAST 317.0( DALLAS STREET JOHNNIE'S AUTO TH 1.267 AC. SOUTH 00' 144.00' WEST 170.00' 147.00' HCA TRAGI EXHIBIT "B" JOHNNIE'S AUTO LOCATED IN THE RICHARD EADS SURVEY ABSTRACT 393 nn Graham A.Ssociates.Inc. 0 25 50 100 ■ CONSU..TM 9VGNEEiS & PLANNERS 600TOSIX ]LAGS DRIVE. SUITE 500 SCALE. 1'=50' ARLINGN, TEXAS 76011 (B17) 640-0535 Roanoke Fire Department 215 James Street 41i:o Roanoke, Texas 76262-6100 Mike Duncan Fire Chief September 27, 2007 Mr. Russell Laughlin Hillwood Development Company 13600 Heritage Parkway, Suite 200 Fort Worth, Texas 76177 Re: Fire Apparatus Access Road on Property Located in Roanoke, Texas Dear Mr. Laughlin: This letter serves as written notice concerning the construction of fire apparatus access roads to be constructed on certain property within the City of Roanoke, Texas, as more particularly identified on Exhibit "A" to this letter (hereinafter referred to as the "Property"). You have requested that you be allowed to construct on the Property fire apparatus access roads near certain industrial buildings not regularly used for traffic nor for the parking of motor vehicles. In addition, you have requested that the City approve proposed fire apparatus access roads for the Property consisting of an engineered, gravel type surface, in lieu of concrete paving. The City of Roanoke has adopted the International Fire Code, 2003 edition, as the fire code for the City. Further, section 503.1.1 of the International Fire Code, as amended, provides as follows: 503.1.1 Buildings and facilities. Approved fire apparatus roads shall be provided for every facility, building or portion of a building hereafter constructed or moved into or within this jurisdiction. The fire apparatus access road shall comply with the requirements of this section and shall extend to within 150 feet (45 720 mm) of all portions of the facility and all portions of the exterior walls of the first story of the building as measured by an approved route around the exterior of the building or facility. Exceptions from the model code on this section are removed. This letter serves as notice that the City finds the proposed fire apparatus access roads on the Property acceptable to the City, provided there is appropriate signage placed every seventy-five feet (75) indicating the fire apparatus access roads are fire lanes, parking is not permitted, and the fire apparatus access roads are properly maintained. Phone 817-491-2301 "Committed to Excellence" Fax 817-491-6061 Should you have any questions or concerns regarding this matter, please do not hesitate to contact me at (817) 491-2411. Sincerely, Mike Duncan Fire Chief MD:jlm 0 Exhibit "A" to Fire Lane Letter ` \JJ •' �J 1� '1'1••x, ,,`\ l`a� LITSEY RD. _ . :;' Io � r, \.. � 7 ��•brr. J ::ter ,- � + ) ", ..•.... AIR'ti:'rr.Y LII -r 11 rr •.<s� CL spy Y.•.J' v •� —_ � . '...�"ir-� � � � '•3.�7�. 11 w jug - F I til HtJNRIETTr; GFyEEK RD.+ mv" 7.7 .:.` .. ... _... " 1i• _ _:: w F_ HILLWOOD DEVELOPABLE ACREAGE" $ WmIIM CIiY OF ROANOKE Cwter:;SuE' G:>:'r qi ip '2::7 iy Gor 181- i 50_I'Q8u3. If.> HILLWOOD / WILLOW BEND, LTD. 13600 Heritage Parkway, Suite 200 Fort Worth, Texas 76177 June 92007 Mr. Gavin Maloy HCA Health Services of Texas, Inc. One Park Plaza, II 5E Nashville, Tennessee 37203 Via Email at Gavin.Maloy@HCAHealthcare.com Re: That certain Declaration of Restrictions dated February 28, 1995, entered into by HILLWOOD/WILLOW BEND, LTD., a Texas limited partnership ("Declarant") and recorded as Instrument No. 021769 in the Real Property Records of Denton County, Texas, as amended by that certain Partial Release of Declaration of Restrictions dated January 29, 2003 and recorded as Document No. 2003-R0018559 in the Real Property Records of Denton County, Texas, (as amended, the "Declaration"), affecting that certain land described in Exhibit A attached hereto and made a part hereof (the "Property"). Dear Mr. Maloy: This letter is to evidence the agreement between HCA HEALTH SERVICES OF TEXAS, INC., a Texas corporation ("HCA") and Declarant regarding the proposed rezoning of the Property and the imposition of additional restrictions on the Property in connection therewith. Declarant hereby approves HCA's request for the rezoning of the Property to B-2 Local Business and Retail District (the "Rezoning"), provided such approval is expressly contingent upon HCA executing and irrevocably delivering that certain Second Amendment to Declaration of Restrictions ("Second Amendment"), a copy of which is attached hereto as Exhibit B, to Republic Title of Texas, Inc., Attn: Paulette Hubbard, 2626 Howell Street, 10th Floor, Dallas, TX 75204, 214-855- 8895, fax 214-855-8848 ("Escrow Agent") with instructions for Escrow Agent to record the Second Amendment in the Real Property Records of Denton County, Texas upon unilateral instructions from Declarant. Declarant hereby agrees not to instruct Escrow Agent to record the Second Amendment until such time as the Rezoning has been approved. This letter may be executed in a number of identical counterparts, and a telecopy or facsimile transmission shall be binding on the party or parties whose signatures appear thereon. If so executed, each of such counterparts is to be deemed an original for all purposes, and all such counterparts shall, collectively, constitute one letter, but in making proof of this letter, it shall not be necessary to produce or account for more than one such counterpart. [SIGNATURE PAGE IMMEDIATELY FOLLOWS] Sincerely, HILLWOODIWILLOW BEND, LTD., a Texas limited partnership By: Hillwood Operating, L.P., a Texas limited partnership, its general partner By: Hillwood Development Company, LLC, a Texas limited liability company, its general partner By: { Title: S .y�C Qf eSlden} HCA hereby acknowledges and agrees to be bound by the terms of this letter agreement by executing below. HCA HEALTH SERVICES OF TEXAS, INC., a Texas corporation By:_ Name: Title: Sincerely, HILLWOODIWILLOW BEND, LTD., a Texas limited partnership By: Hillwood Operating, L.P., a Texas limited partnership, its general partner By: Hillwood Development Company, LLC, a Texas limited liability company, its general partner By:_ Name: Title: HCA hereby acknowledges and agrees to be bound by the terms of this letter agreement by executing below. HCA HEALTH SERVICES OF TEXAS, INC., a Texas corporation By: i3 - (tom --L Name: W Title:___ EXHIBIT A TO LETTER AGREEMENT Property BEING a tract of land situated in the Richard Eads Survey Abstract Number 393, and being a portion of Tract 2 of that tract of land described by deed to Hillwood/Willow Bend, LTD, a Texas Limited Partnership in clerk's filing number 93-R0075228, County Records, Denton County, Texas, and being more particularly described by metes and bounds as follows: BEGINNING at the northwest corner of said tract, said point being in Dallas Drive; THENCE N 89 degrees 53 minutes 16 seconds E, 608.94 feet (previously recorded as N 89 degrees 52 minutes 37 seconds E, 609.14 feet) to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER & BURGESS" set in the west right-of-way line State Highway 114, said point also being the beginning of a curve to the left; THENCE 762.45 feet along the arc of said curve to the left and along said right-of-way, through a central angle of 15 degrees 08 minutes 36 seconds, and having a radius of 2,884.80 feet, the long chord bears S 44 degrees 08 minutes 38 seconds E, 760.24 feet to a State Highway Department monument found; THENCE S 08 degrees 35 minutes 29 seconds W, 69.38 feet (previously recorded as S 08 degrees 35 minutes 39 seconds W, 69.39 feet) to a State Highway Department monument found in the north right-of-way line of State Highway 170, said point being the beginning of a curve to the left; THENCE 466.45 feet along the arc of said curve to the left, and along said right-of-way, through a central angle of 11 degrees 33 minutes 37 seconds, and having a radius of 2311.83 feet, and a long chord bears S 63 degrees 05 minutes 43 seconds W, 465.66 feet to a State Highway Department monument found; said point also the beginning of a curve to the left; THENCE 418.37 feet along the arc of said curve to the left, and continuing along said right-of-way, through a central angle of 6 degrees 14 minutes 34 seconds, having a radius of 3839.72 feet, and a long chord that bears S 54 degrees 11 minutes 37 seconds W, 418.16 feet to a 5/8 inch iron rod with yellow cap stamped "CARTER & BURGESS" set; THENCE N 90 degrees 00 minutes 00 seconds W, 372.81 feet to a 5/8 inch iron rod with yellow cap stamped "CARTER & BURGESS" set in the west line of Tract 2; THENCE N 00 degrees 00 minutes 28 seconds E (previously recorded as N 0 degrees 15 minutes 46 seconds W), 832.73 feet with the west line of Tract 2 to a 1/2 inch iron rod found; THENCE S 86 degrees 18 minutes 21 seconds E (previously recorded as S 86 degrees 27 minutes 17 seconds E), 145.97 feet Co a 1/2 inch iron rod found; THENCE N 03 degrees 14 minutes 15 seconds E, 57.15 feet (previously recorded as N 03 degrees 52 minutes 08 seconds E, 57.06 feet) to a 5/8 inch iron rod with yellow cap stamped "CARTER & BURGESS" set; THENCE N 83 degrees 34 minutes 34 seconds E, 168.59 feet (previously recorded as N 83 degrees 15 minutes 05 seconds E, 168.19 feet) to 5/8 inch iron rod found; THENCE N 00 degrees 06 minutes 42 seconds W (previously recorded as N 00 degrees 06 minutes 55 seconds W), 144.37 feet to a 1/2 inch iron rod with red cap stamped "RPLS #2912" found; THENCE S 89 degrees 53 minutes 18 seconds W, 317.25 feet (previously recorded as S 89 degrees 39 minutes 31 seconds W, 317.37 feet) to a 1/2 inch iron rod with red cap stamped "RPLS #2912" found; THENCE N 00 degrees 18 minutes 40 seconds E, 25.32 feet (previously recorded as N 00 degrees 20 minutes 29 seconds W, 25.00 feet) to a found railroad spike and the POINT OF BEGINNING and containing 804,223 square feet or 18.462 acres of land, less 15,659 square feet in Dallas Drive leaving a net of 788,564 square feet or 18.103 acres of land, more or less. EXHIBIT B TO LETTER AGREEMENT Second Amendment [see attached] TERMINATION OF DEVELOPMENT AGREEMENT This Termination of Development Agreement (this "Termination") is made as of , 2007, by and between HILLWOODIWILLOW BEND, LTD., a Texas limited partnership ("Hillwood"), and HCA HEALTH SERVICES OF TEXAS, INC., a Texas corporation ("HCA"). RECITALS: A. Hillwood and HCA previously entered into that certain Development Agreement dated February 28, 1995 (the "Development Agreement"), affecting that certain real property more particularly described on Exhibit A attached hereto (the "Property"). B. Hillwood and HCA now desire to terminate the Development Agreement. AGREEMENTS: NOW, THEREFORE, Hillwood and HCA hereby declare that: the Development Agreement is hereby terminated and shall be of no further force or effect as of the date hereof, the Property is fully released from the Development Agreement on and after the date hereof, and neither party nor their successors or assigns shall have any rights or obligations under the Development Agreement on and after the date hereof. This Termination may be executed in a number of identical counterparts, and a telecopy or facsimile transmission shall be binding on the party or parties whose signatures appear thereon. If so executed, each of such counterparts is to be deemed an original for all purposes, and all such counterparts shall, collectively, constitute one Termination. [SIGNATURE PAGE IMMEDIATELY FOLLOWS] IN WITNESS WHEREOF, the parties have executed this Termination as of the date first written above. HILLWOOD: HILLWOOD/WILLOW BEND, LTD., a Texas limited partnership By: Hillwood Operating, L.P., a Texas limited partnership, its general partner By: Hillwood Development Company, LLC, a Texas limited liability company, its general partner HCA: HCA HEALTH SERVICES OF TEXAS, INC., a Texas corporation By:_ Name: Title: IN WITNESS WHEREOF, the parties have executed this Termination as of the date first written above. HTi.i,WOOD. HILLWOOD/WILLOW BEND, LTD a Texas limited partnership By: Hillwood Operating, L.P., a Texas limited partnership, its general partner By: Hillwood Development Company, LLC, a Texas limited liability company, its general partner By:_ Name: Title: HCA: HCA HEALTH SERVICES OF TEXAS, INC., a Texas corporation n By: L'� ' jy—L -- I { Name: W. viiia„ r /L Title: �(� EXHIBIT A TO TERMINATION OF DEVELOPMENT AGREEMENT Property BEING a tract of land situated in the Richard Eads Survey Abstract Number 393, and being a portion of Tract 2 of that tract of land described by deed to Hillwood/Willow Bend, LTD, a Texas Limited Partnership in clerk's filing number 93-R0075228, County Records, Denton County, Texas, and being more particularly described by metes and bounds as follows: BEGINNING at the northwest corner of said tract, said point being in Dallas Drive; THENCE N 89 degrees 53 minutes 16 seconds E, 608.94 feet (previously recorded as N 89 degrees 52 minutes 37 seconds E, 609.14 feet) to a 5/8 inch iron rod with yellow plastic cap stamped "CARTER & BURGESS" set in the west right-of-way line State Highway 114, said point also being the beginning of a curve to the left; THENCE 762.45 feet along the arc of said curve to the left and along said right-of-way, through a central angle of 15 degrees 08 minutes 36 seconds, and having a radius of 2,884.80 feet, the long chord bears S 44 degrees 08 minutes 38 seconds E, 760.24 feet to a State Highway Department monument found; THENCE S 08 degrees 35 minutes 29 seconds W, 69.38 feet (previously recorded as S 08 degrees 35 minutes 39 seconds W, 69.39 feet) to a State Highway Department monument found in the north right-of-way line of State Highway 170, said point being the beginning of a curve to the left; THENCE 466.45 feet along the arc of said curve to the left, and along said right-of-way, through a central angle of 11 degrees 33 minutes 37 seconds, and having a radius of 2311.83 feet, and a long chord bears S 63 degrees 05 minutes 43 seconds W, 465.66 feet to a State Highway Department monument found; said point also the beginning of a curve to the left; THENCE 418.37 feet along the arc of said curve to the left, and continuing along said right-of- way, through a central angle of 6 degrees 14 minutes 34 seconds, having a radius of 3839.72 feet, and a long chord that bears S 54 degrees 11 minutes 37 seconds W, 418.16 feet to a 5/8 inch iron rod with yellow cap stamped "CARTER & BURGESS" set; THENCE N 90 degrees 00 minutes 00 seconds W, 372.81 feet to a 5/8 inch iron rod with yellow cap stamped "CARTER & BURGESS" set in the west line of Tract 2; THENCE N 00 degrees 00 minutes 28 seconds E (previously recorded as N 0 degrees 15 minutes 46 seconds W), 832.73 feet with the west line of Tract 2 to a 1/2 inch iron rod found; THENCE S 86 degrees 18 minutes 21 seconds E (previously recorded as S 86 degrees 27 minutes 17 seconds E), 145.97 feet Co a 1/2 inch iron rod found; THENCE N 03 degrees 14 minutes 15 seconds E, 57.15 feet (previously recorded as N 03 degrees 52 minutes 08 seconds E, 57.06 feet) to a 5/8 inch iron rod with yellow cap stamped "CARTER & BURGESS" set; THENCE N 83 degrees 34 minutes 34 seconds E, 168.59 feet (previously recorded as N 83 degrees 15 minutes 05 seconds E, 168.19 feet) to 5/8 inch iron rod found; THENCE N 00 degrees 06 minutes 42 seconds W (previously recorded as N 00 degrees 06 minutes 55 seconds W), 144.37 feet to a 1/2 inch iron rod with red cap stamped "RPLS #2912" found; THENCE S 89 degrees 53 minutes 18 seconds W, 317.25 feet (previously recorded as S 89 degrees 39 minutes 31 seconds W, 317.37 feet) to a 1/2 inch iron rod with red cap stamped "RPLS #2912" found; THENCE N 00 degrees 18 minutes 40 seconds E, 25.32 feet (previously recorded as N 00 degrees 20 minutes 29 seconds W, 25.00 feet) to a found railroad spike and the POINT OF BEGINNING and containing 804,223 square feet or 18.462 acres of land, less 15,659 square feet in Dallas Drive leaving a net of 788,564 square feet or 18.103 acres of land, more or less.