2006-003RESOLUTION NO.06-003OFFICIAL
RECORD
A RESOLUTION OF THE CITY OF SOUTHLAKE, TEXAS, APPROVING
THE TERMS AND CONDITIONS OF A PROGRAM TO PROMOTE
ECONOMIC DEVELOPMENT AND STIMULATE BUSINESS AND
COMMERCIAL ACTIVITY IN THE CITY AND APPROVING THE FORM
OF CERTAIN DECLARATIONS AND RESTRICTIVE COVENANTS
AFFECTING PROPERTY THE CITY ANTICIPATES ACCEPTING AS A
PUBLIC PARK; AUTHORIZING THE MAYOR TO EXECUTE AN
AGREEMENT WITH CARROLL/1709, LTD., A TEXAS LIMITED
PARTNERSHIP, BY CARROLL/1709 ONE, L.C. A TEXAS LIMITED
LIABILITY COMPANY, ITS GENERAL PARTNER FOR SUCH PURPOSES;
AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, Chapter 380 of the Texas Local Government Code authorizes municipalities to
establish and provide for the administration of programs that promote economic development and
stimulate business and commercial activity in the city; and
WHEREAS, the City Council has been presented with a proposed agreement by and between
the City of Southlake and Carroll/1709, LTD., a Texas limited partnership, by Carroll / 1709 One,
L.C. a Texas limited liability company, its General Partner, a copy of which is attached hereto as
Exhibit "A" and incorporated herein by reference (hereinafter called the "Agreement"); and
WHEREAS, as part of the proposed agreement, the City anticipates accepting the dedication
of certain property as a public park and accepting an agreement for parking and access easements and
certain restrictive covenants affecting the anticipated public park and the surrounding development;
and now wishes to approve the form of the proposed Declaration of Easements and Restrictive
Covenants; and
WHEREAS, upon full review and consideration of the Agreement and all matters attendant
and related thereto, the City Council is of the opinion that the Agreement will assist in implementing
a program whereby economic development will be promoted and business and commercial activity
will be stimulated in the City.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF SOUTHLAKE, TEXAS, THAT:
SECTION 1.
The City Council finds that the terms of the Agreement will promote economic development
and stimulate business and commercial activity in the City and otherwise meet the criteria of Section
380.001 of the Texas Local Government Code.
Resolution 06-003 - The Shops of Southlake 380 Agreement — Approved February 7, 2006 - Page 1 of 3
SECTION 2.
The City Council hereby adopts an economic development program whereby the City of
Southlake will make economic development program payments to Carroll/1709, LTD., a Texas
limited partnership, by Carroll / 1709 One, L.C. a Texas limited liability company, its General
Partner, and take other specified actions, in accordance with the terms outlined in the Agreement.
SECTION 3.
The terms and conditions of the Agreement, having been reviewed by the City Council of the
City of Southlake and found to be acceptable and in the best interest of the City and its citizens, are
hereby approved.
SECTION 4.
The Mayor is hereby authorized to execute the Agreement and all other documents in
connection therewith on behalf of the City substantially according to the terms and conditions set
forth in the Agreement.
SECTION 5.
This Resolution shall become effective from and after its passage.
PASSED AND APPROVED this the 7th day of February, 2006.
ATTEST:
d"'
City Secretary
f
Andrew ambsganss, Mayor
oUTHLa''•,.
O.•
F-
F
Resolution 06-003 - The Shops of Southlake 380 Agreement — Approved February 7, 2006 - Page 2 of 3
EXHIBIT A
Chapter 380 AGREEMENT
Resolution 06-003 - The Shops of Southlake 380 Agreement — Approved February 7, 2006 - Page 3 of 3
OFFICIAL RECORL
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT,
Chapter 380 Agreement)
This Economic Development Program Agreement (this "Agreement") is made and
entered into by and between the City of Southlake, Texas (the "City"), and Carroll/1709,
Ltd., a Texas limited partnership, organized under the laws of Texas (the "Developer').
WITNESSETH:
WHEREAS, on January 17, 2006, the City adopted Resolution No. 06-003
establishing an Economic Development Program pursuant to Section 380.001 of the Texas
Local Government Code ("Section 380.001 ") and authorizing this Agreement as part of the
Economic Development Program established by City Council Resolution (the "Program");
and
WHEREAS, the Developer desires to participate in the Program by entering into this
Agreement; and
WHEREAS, the City Council of the City of Southlake (the City Council) finds and
determines that this Agreement will effectuate the purposes set forth in the Program, and
that the Developer's performance of its obligations herein will promote local economic
development and stimulate business and commercial activity in the City;
NOW, THEREFORE, in consideration of the mutual benefits and Premises
contained herein and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties agree as follows:
1. Authorization
The City has concluded that this Agreement is authorized by Section 380.001, and
is authorized by Resolution of the City Council.
2. Definitions The following definitions shall apply to the terms used in this
Agreement:
Ad Valorem Tax Revenues" means, with respect to any particular year, the
revenues the City receives from the ad valorem property taxes for such year.
City" means the City of Southlake, Texas.
Commercial Space" means space utilized for commercial, retail and office uses
under the City's Zoning Ordinance.
The Shops of Southlake 380 Agreement - Approved February 7, 2006 - Page 1 of 18
Developer Affiliate" means any Person directly or indirectly controlling or controlled
by, the Developer, or any Person controlling or controlled by the same Person who is
controlling or is controlled by the Developer. As used in this definition," the term "control"
means, directly or indirectly, ownership or the power to direct or cause the direction of the
management and policies of a Person, whether through ownership of voting securities, by
contract or otherwise.
Effective Date" means the date that all parties have executed this Agreement.
Eligible Costs" means the cost of constructing the Park Improvements, inspection
fees, and consulting design fees not to exceed one hundred thousand and no/100 dollars
100,000); provided however, that no fees or expenses incurred by or paid to the
Developer or Developer Affiliate shall be eligible for payments as provided in this
paragraph.
Force Maieure" means any acts of God or the public enemy, war, riot, civil
commotion, insurrection, governmental or defacto governmental action, except actions
taken by the City pursuant to or permitted by the terms of this Agreement, and except
actions taken as a result of acts or omissions of Developer), fire, explosion or flood, and
strikes.
Park" means approximately 32,402 square feet of land labeled as Central Park and
conceptually shown on Exhibit B attached hereto.
Park Improvements" means paving, irrigation system and independent water meter,
turf, fountain, benches, shrubs, trees, fountains, sculpture, lighting, trash receptacles,
signage, and similar improvements within the public park as described in Section 4 hereof.
Park Improvement Grant" means an amount equal to $3 for every $1 of Eligible
Costs, not to exceed six hundred thousand and no/100 dollars ($600,000), to be paid by
City to Developer as Program Payments, in accordance with Section 5 hereof.
Person" means an individual or a corporation, partnership, trust, estate,
unincorporated organization, association, or other entity.
Premises" means that certain tract of real property located in Tarrant County,
Texas, as more particularly described on Exhibit A herein.
Program" has the meaning set forth in the recitals to this Agreement.
Program Pavment" means a payment of the Park Improvement Grant made by the
City to Developer pursuant to Section 5 of this Agreement.
Project" means the construction of approximately 215,000 square feet of
commercial space in general accordance with the concept plan representation shown on
Exhibit B herein, as approved by City Council.
The Shops of Southlake 380 Agreement - Approved February 7, 2006 - Page 2 of 18
KE
Related Park Improvements" means the Sidewalk, the Southern Buffer tree
plantings and irrigation zone design and temporary water meter connection, as described
in Section 4 hereof.
Retail Shell Space" shall mean space with the exterior envelope constructed but not
finished on the inside and not ready for occupancy.
Section 380.001" has the meaning set forth in the recitals to this Agreement.
Sidewalk" means a four (4') foot wide concrete sidewalk from the Southernmost
property line of the Premises, at a point connecting to a sidewalk on the Premises, to
continue south to connect with Westmont Drive entering Oak Tree Estates.
Southern Buffer" means that general area labeled and delineated as the Southern
Buffer in Exhibit B attached hereto.
Term" has the meaning set forth in Section 3 of this Agreement.
3. Term
This Agreement shall be effective as of the date of execution by all parties and shall
terminate upon completion of the Program Payments, save and except the City's obligation
noted in Section 5.c regarding provisions for watering the Southern Buffer, unless earlier
terminated pursuant to Section 8.
4. Developer Covenants
to:
In consideration of the City's incentives under this Agreement, the Developer agrees
a. Plat. Execute a final plat approved by the City providing for the dedication of
an independently platted lot (i.e. Lot 4) encompassing approximately 32,402
square feet as shown and labeled as Central Park on Exhibit B as a public
park and dedicate the lot to the City by Special Warranty deed (the "Deed"),
in the form attached as Exhibit C hereof, conveying fee simple title to the
City.
b. Desian. Subject to Section 4.c.ii below, the Park Improvements shall be
constructed in accordance with the plans and specifications approved by the
City Council on February 7, 2006.
C. Construction. Construct and install, at its cost, all Park Improvements and
Related Park Improvements in accordance with the design approved by the
City and in compliance with all applicable laws and ordinances, and the
following requirements:
Developer expressly represents that the bids for the Park
The Shops of Southlake 380 Agreement - Approved February 7, 2006 - Page 3 of 18
10.
Improvements which have previously been presented to the City were
obtained through an arms -length bidding process, that the low bidder
was determined by the Developer to be qualified applying reasonable
commercial standards generally accepted in the development
industry, that the low bidder was selected to perform the work, that
the low bidder has no affiliation or common ownership with the
Developer or any Developer Affiliate or upstream owners, and that the
Developer did not seek or accept any concessions from the low
bidder or any other bidder on any other contract, project, or work,
including but not limited to the Project generally, in its negotiation
and/or bid process with the bidders for the Park Improvements.
Any change orders requested during construction must be first
approved in writing by the City, such approval not to be unreasonably
withheld, conditioned and/or delayed. The City Manager or her
designee shall have authority to approve change orders that
cumulatively do not exceed twenty five thousand and no/100 dollars
25,000). All increases in costs due to change orders shall be
subject to the City / Developer cost participation ratio of 3:1 and
associated obligation for reimbursement.
d. Tree Planting. Acquire trees of a type and size reasonably agreed by and
between the City and the Developer and cause the trees to be planted in
accordance with recognized horticultural standards in the Southern Buffer
and properly maintain the trees in perpetuity in accordance with such
standards;
e. Irrigation Svstem. Install an automatic irrigation system and temporary water
meter isolating the entire Southern Buffer in accordance with City Codes and
operate the system in accordance with the recommendations of the City's
Landscape Administrator for the Term of this Agreement;
Sidewalk. Construct the Sidewalk concurrently with sidewalks within the
Project;
g. Easement. Prior to beginning construction, execute and record a declaration
of easement and restrictive covenants accepted by all parties subject to such
declaration for the Premises, granting the City an access and parking
easement on the Premises; The form and content shall be in conformance
with Exhibit D attached hereto and made a part hereof for all purposes;
h. Construct the Project in compliance with all applicable laws and ordinances;
Central Market Lease. Developer represents that it has an existing
Memorandum Lease Agreement with HEB Grocery Company, LP ("HEB)
permitting HEB to open and operate a Central Market specialized grocery
store on approximately 65,000 square feet of the Premises, that such lease
is for a term in excess of three years, and that Developer has not and will not
The Shops of Southlake 380 Agreement - Approved February 7, 2006 - Page 4 of 18
release HEB from such Lease during the first three years of such term after
the City pays the Park Improvement Grant provided for in section 5.a.iii
herein.
Submit to City, as a condition of payment of any incentive, reasonably
detailed evidence of payment of the Eligible Costs for such incentive; this
shall include invoices, lien releases from the contractor for each element of
construction and other information reasonably requested by the City; and
k. Comply with any and all remaining terms and provisions herein.
5. Citv's Development Program Incentives
Subject to Developer's performance of its obligations as required by this Agreement,
and subject to the provisions of this Section, to promote local economic development
pursuant to the Economic Development Program established by Resolution No. 06-003,
the City shall grant Developer the following incentives:
a. The Park Improvement Grant.
The City agrees to accept the dedication of an independently platted
lot encompassing approximately 32,402 square feet shown as Central
Park on the attached Exhibit B as a public park. Upon acceptance by
the City, said dedication and Park Improvements shall be deemed to
satisfy the full obligation of the park dedication requirements of the
City's subdivision ordinance and shall constitute satisfaction of that
requirement (including without limitation, satisfaction of any and all
park fees and/or other similar fees). Upon acceptance of the Deed,
City shall assume all costs for maintenance of the Park;
If the plat is filed in the County Plat Records prior to construction, the
City hereby agrees to grant the Developer and its contractors full
access to the Park for purposes of constructing Park Improvements;
and
iii. The City, upon completion and acceptance of the Park Improvements,
upon Developer's compliance with Section 4 herein, and confirmation
by the City that the Developer has constructed a minimum of 80,000
square feet of Retail Shell Space exclusive of Central Market's
approximate 65,000 square feet, shall make a lump sum Program
Payment of the Park Improvement Grant to the Developer.
b. Tree Grant. City shall pay Developer a Tree Grant reimbursing it for trees of
a size and species reasonably agreed to by the City and the Developer upon
their installation in the Southern Buffer and inspection and approval by the
City. City shall make a one-time payment to the Developer in an amount
The Shops of Southlake 380 Agreement - Approved February 7, 2006 - Page 5 of 18
equal to Developer's cost, not to exceed six thousand and no/100 ($6,000)
dollars;
C. Southern Buffer Waterinq. City agrees to provide water for the Southern
Buffer for a period to begin upon the installation of plant materials, hydro
mulch and/or sod, and to end one year from the issuance of the first
Certificate of Occupancy issued within the Project. City agrees to provide
Developer a temporary water meter (the "Buffer Sub -meter") at no cost, for
its installation isolating the Southern Buffer from the rest of the irrigation
system for the Project. The Developers master water bill shall be reduced
monthly by the amount identified by the Buffer Sub -meter. The City shall
have no responsibility to provide such water until the Developer installs a
permanent underground irrigation system, and the City shall have no other
responsibilities, including irrigation system materials or installation, or any
vehicular watering systems. City agrees to remove, at is sole cost and
expense, the temporary meter and provide reconnection of the irrigation lines
upon completion of this incentive period;
d. Sidewalk. The City shall, upon acceptance of the Sidewalk, reimburse
Developer for the cost of construction of the Sidewalk, not to exceed Thirteen
Thousand and no/100 Dollars ($13,000); and
e. Condition Precedent. Notwithstanding any other provisions hereof, City shall
not be obligated to make any Program Payment or other payment or grant
pursuant to this Agreement unless and until: (1) the Developer is in
compliance with the provisions of this Agreement in all material respects and
2) the Ad Valorem Tax Revenues for the City for the year in which the
payment is due equal or exceed $10,000,000.
6. Covenants Runninq with the Land
The Developer's covenants, restrictions, burdens, and charges set forth in this
Agreement shall exist at all times as long as this Agreement is in effect, and shall be
covenants running with the land, binding upon all parties having any right, title or interest in
any portion of all the Property. Developer agrees that the City may file a copy of this
Agreement in the deed records of Tarrant County, Texas, for the purpose of providing
notice regarding these covenants.
7. Default and Termination
a. Default. If either party should fail to comply with the terms of this Agreement,
the party shall have 30 days after delivery of written notice of such default
from the other party to cure such default. If the noncompliance is not cured
within that period, the non -defaulting party may terminate this Agreement by
written notice and shall have no further obligation to the other party; provided
that the City shall grant Developer an extension of 30 days to cure the
default if Developer demonstrates, to the reasonable satisfaction of the City
The Shops of Sourthlake 380 Agreement - Approved February 7, 2006 - Page 6of18
Council that: the default cannot be cured by the payment of monies and (2)
cannot be reasonably cured within 30 days and (3) that Developer is
diligently pursuing cure. Notwithstanding the foregoing, in the event either
party fails to pay the other party any monetary amounts owing under this
Agreement when due, and such failure continues for a period of 30 days
after delivery of written notice of such default, then such outstanding
amounts shall accrue interest from the date owing until paid at the rate of
seven and one half percent (7.5%) per annum.
C. Automatic Termination. If the Developer has not received a certificate of
occupancy for at least 140,000 square feet of commercial space on the
Premises inclusive of an HEB Central Market grocery store or other
reasonably comparable "specialty grocer' or major retail anchor, by June 30,
2007, this Agreement shall terminate and the City shall have no obligation
hereunder.
8. Audit.
If requested by the City, Weaver & Tidwell or such other independent accounting
firm mutually agreeable to the City and the Developer (the "Auditor') shall audit the Eligible
Costs associated with the Park Improvements, and shall determine whether the Developer
has properly calculated the Eligible Costs. The conclusion of the Auditor shall be final,
binding and conclusive on the City and the Developer and the City's payments shall be
adjusted in accordance therewith.
9. Indemnification
a. DEVELOPER EXPRESSLY AGREES TO FULLY AND COMPLETELY
DEFEND, INDEMNIFY, AND HOLD HARMLESS THE CITY, AND ITS
OFFICERS, AND EMPLOYEES, AGAINST ANY AND ALL CLAIMS,
LAWSUITS, LIABILITIES, JUDGMENTS, COSTS, AND EXPENSES FOR
PERSONAL INJURY (INCLUDING DEATH), PROPERTY DAMAGE OR
OTHER HARM, DAMAGES OR LIABILITY FOR WHICH RECOVERY OF
DAMAGES IS SOUGHT, SUFFERED BY ANY PERSON OR PERSONS,
THAT MAY ARISE OUT OF OR BE OCCASIONED BY ANY NEGLIGENT,
GROSSLY NEGLIGENT, WRONGFUL, OR STRICTLY LIABLE ACT OR
OMISSION OF THE DEVELOPER OR ITS AGENTS, EMPLOYEES, OR
CONTRACTORS, ARISING OUT IN THE PERFORMANCE OF THIS
CONTRACT, REGARDLESS OF WHETHER OR NOT THE NEGLIGENCE,
GROSS NEGLIGENCE, WRONGFUL ACT, OR FAULT OF THE CITY OR
ITS OFFICERS, AGENTS, OR EMPLOYEES, CONTRIBUTES IN ANYWAY
TO THE DAMAGE, INJURY, OR OTHER HARM. THE REQUIREMENT OF
THE DEVELOPER TO DEFEND THE CITY ALSO UNCONDITIONALLY
APPLIES REGARDLESS OF WHETHER OR NOT THE NEGLIGENCE OR
FAULT (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT)
OF THE CITY OR ITS OFFICERS, AGENTS, OR EMPLOYEES
CONTRIBUTES IN ANY WAY TO THE DAMAGE, INJURY, OR OTHER
The Shops of Southlake 380 Agreement - Approved February 7, 2006 - Page 7 of 18
HARM. Nothing in this paragraph may be construed as waiving any immunity
available to the City under state law. This provision is solely for the benefit of
the Developer and the City and is not intended to create or grant any rights,
contractual or otherwise, in or to any other Person.
b. No Joint Venture. The parties agree that the terms hereof are not intended
to and shall not be deemed to create a partnership or joint venture among
the parties. The City, its elected officials, directors, employees and agents do
not assume any responsibility to any third party in connection with the
Developer's construction or operation of the Project.
10. Miscellaneous Matters
a. Section or Other Headings. Section or other headings contained in this
Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement.
b. Attornevs Fees. The prevailing party in the adjudication of any proceeding
relating to this Agreement shall be authorized to recover its reasonable and
necessary attorney's fees pursuant to Section 271.159 of the Texas Local
Government Code.
C. Entire Agreement. This Agreement contains the entire agreement between
the parties with respect to the transactions contemplated herein.
d. Amendment. This Agreement may only be amended, altered, or revoked by
written instrument signed by the Developer and the City.
e. Successors and Assigns. This Agreement shall be binding on and inure to
the benefit of the parties, their respective successors and assigns. The
Developer may assign all or part of its rights and obligations hereunder (a) to
any Developer Affiliate effective upon written notice to the City, or (b) to any
Person other than a Developer Affiliate with the prior written approval of the
City.
Notice. Any notice and/or statement required and permitted to be delivered
shall be deemed delivered by hand delivery, depositing same in the United
States mail, certified with return receipt requested, postage prepaid,
addressed to the appropriate party at the following addresses, or at such
other addresses provided by the parties in writing:
Developer:
c/o Cencor Realty Services
3102 Maple Ave., Ste. 500
Dallas, TX 75201
Attention: David C. Palmer
The Shops of Southlake 380 Agreement - Approved February 7, 2006 - Page 8 of 18
With a copy to: Jenkens & Gilchrist, P.C.
1445 Ross Avenue, Suite 3200
Dallas, Texas 75202
Attention: Mark R. Vowell, Esq.
City: Mayor
City of Southlake
1400 Main Street, Suite 460
Southlake, Texas 76092
With a copy to: Taylor, Olson, Adkins, Sralla & Elam, L.L.P.
6000 Western Place, Suite 200
1-30 at Bryant -Irvin Road
Fort Worth, Texas 76107
Attention: Debra Drayovitch
g. Interpretation. Regardless of the actual drafter of this Agreement, this
Agreement shall, in the event of any dispute over its meaning or application,
be interpreted fairly and reasonably, and neither more strongly for or against
any party.
h. Applicable Law and Venue. This Agreement is made, and shall be construed
and interpreted under the laws of the State of Texas and is fully performable
in Tarrant County, Texas, and venue of any dispute relating to this
Agreement shall lie in Tarrant County, Texas.
i. Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be considered an original, but all of which shall constitute
one instrument.
Limitation on Liabilitv. Developer agrees that City shall not be liable to
Developer or any other party for any special or consequential damages,
direct or indirect, punitive damages, interest, or cost of court or expenses
related to litigation other than reasonable and necessary attorney's fees, as
provided in subsection b. hereof for any act of default by City under this
Agreement.
k. Representations. The Developer represents and warrants to the City that it
has the requisite authority to enter into this Agreement.
11. Riaht to Offset
City may, at its option, offset any amounts due and payable to Developer under this
Agreement against any debt (including taxes) lawfully due to City from Developer and
which are delinquent under applicable law or by agreement, regardless of whether the
amount due arises pursuant to the terms of this Agreement or otherwise and regardless of
The Shops of Southlake 380 Agreement - Approved February 7, 2006 - Page 9 of 18
whether or not the debt due to City has been reduced to judgment by a court, provided that
if Developer is in good faith challenging the validity of any debt, in accordance with
applicable laws, the City may not offset unless and until such challenge is finally resolved.
12. Rough Proportionality
Developer agrees that all property dedicated to the City and all public facilities
constructed pursuant to this Agreement are reasonably necessary to serve the Project and
are roughly proportional to the need generated by the subdivision for such land and
facilities. Developer acknowledges its right to seek a variance to the dedication and/or
construction requirements and that it has voluntarily chosen not to pursue such remedies
and waives any claim for a taking of property, or any other constitutional or statutory claim,
that it may have under either the Texas or United States Constitutions or statutes.
ATTEST:
Vl 4".
CITY SECRETANY
APPROVED AS TO FORM:
G"
C IY ATTO`1 N EY
THE CITY OF SOUTHLAKE
By:
And/rew Wambsganss, Mayor
SOUTH
o ••••......•Cyd,.-.
m=
dPHVE1 1ER
Carroll/1709, Ltd., a Texas limited partnership
By: Carroll/1709One, L. , a Texas limited
liabili c mpany/, its General Partner
By: (
Herbert D. Weitz n, Manager
The Shops of Southlake 380 Agreement - Approved February 7, 2006 - Page 10 of 18
THE STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, on this day personally appeared Andrew
Wambsganss, Mayor of the CITY OF SOUTHLAKE, a municipal corporation, known to me
to be the person whose name is subscribed to the foregoing instrument, and acknowledged
to me that he was duly authorized to perform the same by appropriate resolution of the City
Council of the City of Southlake and that he executed the same as the act of the said City
for the purposes and consideration therein expressed and in the capacity therein stated..
k -k
GIVEN UNDER MY HAND AND SEAL OF OFFICE this a day of
eAor'uaM , 2006.
4,- 0,
Notary Public in and for the State of Texas
Lori A - Fa r -w Q t/
Notary's Printed Name
My Commission Expires:
The Shops of Southlake 380 Agreement - Approved February 7, 2006 - Page 11 of 18
THE STATE OF TEXAS §
COUNTY OF DALLAS §
BEFORE ME, the undersigned authority, on this day personally appeared Herbert D.
Weitzman, Manager of Carroll/1709 One, L.C., a Texas limited liability company, the
General Partner of Carroll/1709, Ltd., a Texas limited partnership, known to me to be the
person whose name is subscribed to the foregoing instrument, and acknowledged to me
that said instrument was signed on behalf of said entities, in the capacities therein stated,
and said Herbert D. Weitzman acknowledged said instrument to be his free act and deed.
G--,,I N UNDER MY HAND AND SEAL OF OFFICE in said County and State
this a45 day of , 2006.
ELAINE J. WISE
Notary Public, State of Texas
My commission Exp. 04-11-2006
NotarFPu c in and for the State of Texas
Notary's Printed Name
My Commission Expires:
The Shops of Southlake 380 Agreement - Approved February 7, 2006 - Page 12 of 18
EXHIBIT A
Description of Premises
OWNERS CERTIFICATE
STATE OF TEXAS
COUNTY OF DALLAS
WHEREAS, SOUTH CARROLL/1709, LTD., is the owner of all that certain lot, tract of
parcel of land situated in the City of Southlake, Tarrant County, Texas, and being a
part of a 29.516 acre tract of land conveyed from W.E. Dalton and wife Dorothy L.
Dalton, to South Carroll/1709, LTD. By deed recorded in Volume 13242 at Page 76
of the Deed Records of Tarrant County, Texas, •and being more particularly described
by metes and bounds as follows;
BEGINNING of a 1/2" iron rod found in the South right of way line of East Southloke
Boulevard (130 foot right of way) for the Northeast corner of said 29.516 acre tract
and also being the Northwest corner of Lot 1R in Block 1 of Garbutt Addition, an
addition to the City of Southlake; Texas,, according to the ,plot -thereof recorded in
Cabinet 'A', Slide 9210, of the Plat Records of Tarrant County, Texas;
THENCE South 0' 13' 20" West along the West line of said Lot 1 R in Block 1 of the
Garbutt Addition for a distance of 959.70 feet to a 1/2" iron rod found for the the
Southeast corner of said 29.516 acre tract and also being the Southwest corner of
said Lot 1 R in Block 1 of the Garbutt Addition, and being in the North line of Lot 8
in Block 1 of Oak Hill Estates, an addition to the City of Southlake, Texas, according
to the plat thereof recorded in Cabinet "A" at Slide 2122 of the Plot Records of
Tarrant County, Texas;
THENCE North 88' 36' 13" West (Basis of Bearings per deed recorded in Volume
13242 at Page 76 of the Deed Records of Tarrant County, Texas) along the North
line of said Oak Hill Estates Addition for a distance of 1317.16 feet to a 5/8" iron
rod found in the East right of way line of South Carroll Avenue ('54 foot right of
way);
THENCE North 0 03` 09" West along" he East right of way fine of South Carroll
Avenue for a distance of 462.54 feet to a 5/8" iron rod set for corner, said point
being the beginning of a curve to the left having a central angle of 05' 49' 42" with
a radius of 835.00 feet and a chord bearing North 02' 57' 58" West at a distance
of 84.90 feet;
THENCE Northwesterly along said curve to the left and continuing along the East right
of way line of said South Carroll Avenue for a distance of 84.94 feet to a 5/8" iron
rod set for corner and being the beginning of a curve to the right having a central
angle of 03' 45' 22" with a radius of 765.00 feet and a chord bearing North 04' 00'
08" West at a distance of .50.14 feet, -
THENCE Northwesterly alone said curve to the left and continuing to follow along the
East right of way line of said South Carroll Avenue for a distance of 50.15 feet to a
5/8" iron rod set for corner,
THENCE North 0' 03' 09" West and continuing along the East right of way line of
said South Carroll Avenue for a distance of 352.01 feet to a 5/8" iron rod set for
the cutoff line for the aforesaid East Southake Boulevard;
THENCE North 45' 38' 51" East along said cutoff line for East Southlake Boulevard
for a distance of 13.96 feet to a 5/8" iron rod set for corner in the South right of
way line of East Southake Boulevard;
THENCE South 88' 37' 53" East along the South right of way line of said East
Southloke Boulevard for a distance of 1319.52 feet to the POINT OF BEGINNING AND
CONTAINING 29.1276 ACRES OF LAND, more or less.
The Shops of Southlake 380 Agreement - Approved February 7, 2006 - Page 13 of 18
SOUTHLAKE • TEXAS
EXHIBIT B
Concept Plan and Southern Buffer
FAJT SDliTAlA }t}jjy,,F DDdlfYA PD °11p
z 4—
The Shops of Southlake 380 Agreement - Approved February 7, 2006 - Page 14 of 18
EXHIBIT C
Special Warrantv Deed for Park
Date: , 200
Grantor: Carroll/1709, Ltd.
3102 Maple Ave., Suite 500
Dallas, TX 75201
Dallas County, Texas
Grantee: The City of Southlake, Texas,
A Municipal Corporation
1400 Main Street
Southlake,
Tarrant County, Texas 76028
Consideration: Ten dollars and no/100 and other valuable consideration
Property (including any improvements):
Being Block_, Lot_, The Shops of Southlake Addition, an addition
to the City of Southlake, Tarrant County, Texas, pursuant to the Plat
approved by the City of Southlake for Case No. ZA05- ,
2005
NOTE: Description to be adjusted at time of conveyance]
Reservations from and Exceptions to Conveyance and Warranty:
See Exhibit 'A' attached hereto and made a part hereof for all purposes.
Grantor, for the consideration and subject to the reservations from and exceptions
to conveyance and warranty set forth on Exhibit 'A' attached hereto, conveys to Grantee
the Property, together with all and singular the rights and appurtenances thereto in any
wise belonging, to have and to hold it to Grantee, Grantee's successors and assigns, and
to warrant and forever defend all and singular the Property to Grantee and Grantee's
successors and assigns against every person whomsoever lawfully claiming or to claim
the same or any part thereof, except as to the reservations from the exception to
conveyance and warranty, when the claim is by, through or under Grantor, but not
otherwise.
When the context requires, singular nouns and pronouns include the plural.
The Shops of Southlake 380 Agreement - Approved February 7, 2006 - Page 15 of 18
GRANTOR:
Carroll/1709, Ltd., a Texas limited partnership
By: Carroll/1709 One, L.C., a Texas limited
liability company, its General Partner
M
THE STATE OF TEXAS §
COUNTY OF DALLAS §
Herbert D. Weitzman, Manager
BEFORE ME, the undersigned authority, on this day personally appeared Herbert D.
Weitzman, Manager of Carroll/1709 One, L.C., a Texas limited liability company, the
General Partner of Carroll/1709, Ltd., a Texas limited partnership, known to me to be the
person whose name is subscribed to the foregoing instrument, and acknowledged to me
that said instrument was signed on behalf of said entities, in the capacities therein stated,
and said Herbert D. Weitzman acknowledged said instrument to be his free act and deed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE in said County and State
this day of , 2006.
Notary Public in and for the State of Texas
Notary's Printed Name
My Commission Expires:
AFTER RECORDING RETURN TO:
Ms. Lori Farwell
City Secretary
City of Southlake
1400 Main Street, Suite 270
Southlake, Texas 76092
The Shops of Southlake 380 Agreement - Approved February 7, 2006 - Page 16 of 18
EXHIBIT "All TO SPECIAL WARRANTY DEED
Permitted Exceptions
Reservation of all rights and interest in and to all oil, gas and other minerals in and under the
property as described in Deed executed by Walter J. Rusek to M.L. Dalton and W.E. Dalton,
dated September 5, 1980, filed September 8, 1980, recorded in Volume 6992, Page 719,
Deed Records, Tarrant County, Texas, as noted on survey by David Petree, R.P.L.S. 1890,
dated January 7, 2005, last revised July 14, 2005, last revised September 7, 2005.
2. City of Southlake Permanent Waterline Easement executed by and between W.E. Dalton and
Dorothy H. Dalton and the City of Southlake, dated February 19, 1997, filed March 26,1997,
recorded in Volume 12712, Page 1651, Deed Records, Tarrant County, Texas, as shown on
survey by David Petree, R.P.L.S. 1890, dated January 7, 2005, last revised July 14, 2005, last
revised September 7, 2005.
3. Airport Zoning Ordinance dated December 16, 197 1, a certified copy of which is recorded in
7349 / 1106, Real Property Records of Tarrant County, Texas.
4. Terms, conditions and stipulations contained in Reciprocal Easement executed by and
between Cambridge-Southlake Partners, L.P. and South Carroll/ 1709, Ltd., dated January 20,
2004, filed February 4, 2004, recorded in County Clerk's File No. 37687, Deed Records,
Tarrant County, Texas, as noted on survey by David Petree, R.P.L.S. 1890, dated January 7,
2005, last revised July 14, 2005, last revised September 7, 2005.
The Shops of Southlake 380 Agreement - Approved February 7, 2006 - Page 17 of 18
EXHIBIT D
Declaration of Easement and Restrictive Covenants
To be executed at time of deed transfer of the Park Property to the City.
The Shops of Southlake 380 Agreement - Approved February 7, 2006 - Page 18 of 18