2010-014RESOLUTION NO. 10-014 OFFICIAL 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; AUTHORIZING THE MAYOR
TO EXECUTE AN AGREEMENT WITH HINES SOUTHLAKE LAND
LIMITED PARTNERSHIP, A TEXAS LIMITED PARTNERSHIP, 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 Hines Southlake Land Limited Partnership, a Texas limited partnership
Hines"), a copy of which is attached hereto as Exhibit "A" and incorporated herein by reference
hereinafter called the "Agreement"); 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.
SECTION 2.
The City Council hereby adopts an economic development program whereby the City of
Southlake will make economic development program payments to Hines, 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.
Resolution 10-014 - Carillon Development - Chapter 380 Agreement
Approved August 17, 2010 - Page 1 of 3
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 17th day of August, 2010.
John Terrell, May
ATTEST:
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41 City Secretary
Resolution 10-014 - Carillon Development - Chapter 380 Agreement
Approved August 17, 2010 - Page 2 of 3
EXHIBIT A
Chapter 380 Agreement
Resolution 10-014 - Carillon Development - Chapter 380 Agreement
Approved August 17, 2010 - Page 3 of')
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
Chapter 380 Agreement)
This Economic Development Program Agreement (the "Agreement") is made and
entered into by and between the City of Southlake, Texas (the "City"), and Hines
Southlake Land Limited Partnership ("Hines") a Texas limited partnership, organized
under the laws of Texas.
WITNESSETH:
WHEREAS, on August 17, 2010, the City adopted Resolution No. 10-014 (the
Resolution") 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, Hines 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 Hines' performance of its obligations herein will promote local
economic development and stimulate business and commercial activity in the City; and
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:
Carillon - 380 Agreement - Approved August 17, 2010 - Page 1 of 32
t ,
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
Chapter 380 Agreement)
This Economic Development Program Agreement (the "Agreement") is made and
entered into by and between the City of Southlake, Texas (the "City"), and Hines
Southlake Land Limited Partnership ("Hines") a Texas limited partnership, organized
under the laws of Texas.
WITNESSETH:
WHEREAS, on August 17, 2010, the City adopted Resolution No. 10-014 (the
Resolution") 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, Hines 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 Hines' performance of its obligations herein will promote local
economic development and stimulate business and commercial activity in the City; and
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:
Carillon - 380 Agreement - Approved August 17, 2010 - Page 1 of 32
I
Buildinq Construction Costs: The cost of design, construction document
preparation, bidding, permits, fees, surveying, and construction of buildings and
structured parking facilities, site improvements, landscaping, site grading and such
other reasonable industry -standard costs. Does not include the cost of land or interest
on construction financing.
Buildinq Permit: A permit issued by the City authorizing one to construct,
enlarge, alter, repair, move, improve, remove, convert or demolish any building or
structure or portion thereof regulated by the City's building, plumbing, electrical, fire,
energy, mechanical, and related codes.
Carillon Development: The 285 acre mixed-use development proposed by Hines
along the north side of S.H. 114 between White Chapel Blvd to the west and N. Carroll
Avenue to the east and as represented by the Concept Plan referenced herein.
Com: The City of Southlake, Texas.
Certificate of Occupancv: A temporary or permanent certificate of occupancy as
defined in the City's building codes.
Commencement of Construction: Approval of the appropriate building permits
and the commencement of actual on-site physical excavation or site grading required
for installation of Eligible Improvements, excluding permits for clearing and grubbing.
Commercial Phase I: Shall include the construction of Eligible Improvements
meeting the requirements of Section 4.A herein.
Concept Plan: The concept plan for the Property, attached hereto as Exhibit B,
approved or as may be amended by the City pursuant to the City's zoning regulations.
Developer Aqreement: That certain Developer Agreement (or Agreements)
relating to the construction of public infrastructure in form and substance to be mutually
agreed upon by Hines and the City.
Effective Date: The date that all parties have executed this Agreement.
Eliqible Improvements: All or a portion of the taxable non-residential buildings
generally shown on the Concept Plan (e.g. retail, restaurants, office, hotel) and parking
and accessory improvements related to these improvements.
Carillon - 380 Agreement - Approved August 17, 2010 - Page 2 of 32
Id
Force Maieure: Any acts of God or the public enemy, war, riot, civil commotion,
insurrection, governmental or de facto 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 Hines), fire, explosion or flood, and strikes or
other act beyond the reasonable control of Hines, or the City, but not including the lack
of funds.
Hines Affiliate: Hines Southlake Land Limited Partnership, or any Person directly
controlling or controlled by, Hines, or any Person controlling or controlled by the same
Person who is controlling or is controlled by Hines. As used in this definition, the term
control" means 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.
Land Value: The appraised value of land as determined by the Tarrant Appraisal
District.
Oversizinq Costs: All construction costs associated with increasing the size of a
water line from eight inches (8") to twelve inches (12") in diameter.
Park Improvements: Shall mean turf establishment, irrigation systems,
landscaping, fountains, playground equipment, bike racks, lighting, benches, trash
receptacles, dog waste stations, pavilions or shade structures, on-site or near -site
wayfinding and/or park signage, walking and bike trails, hardscape features and other
reasonable and customary costs as determined by the City. This shall not include
design fees or retention / detention pond excavation and grading.
Park Maintenance: The maintenance of parks and recreational equipment in a
status safe for public use, the regular mowing of grass and trimming of vegetation, the
maintenance of irrigation systems to ensure adequate coverage and eliminate water
waste due to malfunction or breakages, the maintenance of pooled water and
associated features to eliminate stagnation and/or proliferation of nuisance bugs or
animals, and the maintenance of lighting, signage and public art features in an attractive
state.
Person: An individual or a corporation, partnership, trust, estate, unincorporated
organization, association, or other entity.
Personal Propertv: As defined by the Texas Tax Code.
Proqram: Has the meaning set forth in the recitals to this Agreement.
Carillon - 380 Agreement - Approved August 17, 2010 - Page 3 of 32
Program Costs: The costs of specified improvements to be built by Hines which
will make Hines eligible for annual Program Payments from the City pursuant to Section
5 of this Agreement.
Program Pavments: The grant payments to be made by the City to Hines
pursuant to Section 5 of this Agreement.
Property: The approximate 285 acres located north of S.H. 114 and east of White
Chapel Blvd., being real property located in Tarrant County, Texas, as more particularly
described on Exhibit A herein.
Public Art: Shall mean the supporting podium and sculpture identified as Public
Art in the parks identified in Section 4.1.i herein and the artwork and focal point fountain
in the Village Green Park (excludes recirculating water fountains or water pools)
approved by the City's Arts Council for placement in parks within the Property that are
dedicated to the City.
Real Propertv: As defined by the Texas Tax Code.
Retail Parkinq Garaqes: A minimum of two (2) multi-level parking structures to
be located within the Property generally at the northeast corner of S.H. 114 and N.
White Chapel Blvd. in proximity to the retail uses and as shown on the Concept Plan
herein.
Roadway Construction Costs: Design and preparation of construction
documents, bidding, surveying, excavation and grading, drainage improvements,
paving, curbs, gutters, striping, turf, signage, lighting and other reasonable and
customary costs as determined by the City. Does not include the cost of land or interest
on construction financing.
Roadwav Impact Fees: Has the meaning set forth in the City of Southlake
Impact Fee Ordinance.
Section 380.001: Has the meaning set forth in the recitals to this Agreement.
Substantial Completion: The date a Certificate of Occupancy is issued for
occupancy of an Eligible Improvement.
Taxable Value: Appraised value after the application of any lawful exemptions as
determined by the Tarrant Appraisal District.
Carillon - 380 Agreement - Approved August 17, 2010 - Page 4 of 32
3. Term
This Agreement shall be effective as of the Effective Date of execution by all
parties and shall terminate upon completion of the Program Payments as provided in
Section 5K, unless earlier terminated pursuant to Section 7.
4. Hines Covenants
In consideration and as a prerequisite of the City's incentives under this
Agreement, Hines agrees to the following:
A. Minimum Construction Requirements: Hines agrees to construct a
minimum of two hundred fifty thousand (250,000) square feet of Eligible
Improvements in Commercial Phase I to include a mix of retail, restaurant
and office uses. A hotel use would qualify in meeting the square footage
requirement but is not required in the Commercial Phase I mix of uses.
Adequate parking (surface or garage) would be required to support the
Minimum Construction Requirements but is not to be included in meeting
the minimum square footage requirements.
i. Citv Council Amendment: The Southlake City Council may amend
these Minimum Construction Requirements concurrent with the
approval of a site plan for the Commercial Phase I Eligible
Improvements. A motion to approve should directly state the
Council's intention to amend this section if so intended.
ii. Construction Commencement: Hines shall Commence
Construction of the Eligible Improvements by December 31, 2011.
iii. Substantial Completion: The Minimum Construction Requirements
must reach Substantial Completion by December 31, 2013. Hines
shall have additional time as determined by the City to complete the
Minimum Construction Requirements (1) if in the sole opinion of the
City, Hines has made substantial progress towards the completion
of the Minimum Construction Requirements, or (2) in the event of
Force Majeure.
a. Workmanlike Pursuit: Hines agrees and covenants that it
will diligently and faithfully in a good and workmanlike
manner pursue (or cause to be pursued) the completion of
Carillon - 380 Agreement - Approved August 17, 2010 - Page 5 of 32
the Eligible Improvements as a good and valuable
consideration of this Agreement.
B. Compliance with Laws and Requlations: Hines further covenants and
agrees that all construction of the Carillon Development will be in
accordance with all applicable state and local laws and regulations or valid
waiver thereof.
C. Developer's Aqreement: Hines agrees to execute the City's Developer's
Agreement(s).
D. Inspection: Hines further agrees that the City and its agents and
employees, upon reasonable prior written notice to Hines, shall have
reasonable right of access to the Property to inspect the Eligible
Improvements in order to insure that the construction of the Eligible
Improvements are in accordance with this Agreement and all applicable
state and local laws and regulations or valid waiver thereof; and subject to
Hines's reasonable security requirements, they shall have the continuing
right to inspect Property to insure that the Eligible Improvements are
thereafter maintained, operated and occupied in accordance with this
Agreement.
E. Retail Parkinq Garages: Hines agrees to construct a minimum of two (2)
Retail Parking Garages adequate to support the retail facilities within the
Property at the northeast corner of S.H. 114 and White Chapel. These
garages may or may not be included in Commercial Phase I.
i. Ownership and Maintenance: Hines or their successors shall
continue to own and maintain the Retail Parking Garages. The City
shall at no time own or maintain any Retail Parking Garages.
F. White Chapel Blvd.: Hines agrees to construct White Chapel Blvd. as a
full -width four -lane divided roadway from the edge of pavement return
from S.H. 114, continuing northerly along the west line of the Property,
and providing an appropriate transition to the existing two-lane cross-
section north of the Property.
i. ROW Dedication: As a part of normal platting requirements, unless
otherwise agreed to by both parties, Hines shall dedicate right-of-
way to the City adequate for full -width lane construction, and any
right-of-way required for turn lanes to serve the Property at no cost
Carillon - 380 Agreement - Approved August 17, 2010 - Page 6 of 32
to the City. This dedication shall include ROW sufficient for the
construction noted above while holding the existing western ROW
along the Chiver's property, less six feet (6) of the Chiver's
property to be acquired by dedication upon future development of
the Chiver's property.
ii. Construction Documents: Hines shall prepare full construction
documents in accordance with regulations and procedures adopted
by the City.
iii. Biddinq: See Section 4.J.
iv. Timing: White Chapel shall be constructed concurrent with the
other public infrastructure associated with the development of the
Eligible Improvements.
G. Kirkwood Blvd.: Hines agrees to construct Kirkwood Blvd. as a full -width
four -lane divided roadway from White Chapel Blvd. southeasterly to the
north end of a bridge or multiple -culvert crossing of Dove Creek at the
southern end of the Property in accordance with the Phasing Plan
submitted by Hines during the zoning approvals and as agreed to by both
parties in Developer's Agreements. '
ROW Dedication: As a part of normal platting requirements, unless
otherwise agreed to by both parties, Hines shall dedicate right-of-
way to the City adequate for full -width lane construction, and any
right-of-way required for turn lanes to serve the Property at no cost
to the City.
ii. Landscape Median Maintenance: Hines shall be responsible for
the on-going maintenance of all medians in Kirkwood Blvd to a
standard acceptable to the City.
iii. Biddinq: See Section 4.J.
H. Kirkwood Water Line: Hines' shall be responsible for all costs related to
designing and constructing a minimum twelve inch (12") water line along
Kirkwood Blvd. in accordance with approved phasing plans and as agreed
upon in Developer's Agreements.
Carillon - 380 Agreement - Approved August 17, 2010 - Page 7 of 32
Biddinq: See Section 4.J. Bidding documents shall accommodate
the easy identification of Oversizing Costs.
Park and Open Space Development: Hines shall develop, in phases, all
parks and open spaces substantially in conformance with the approved
Concept Plan unless otherwise approved by City Council during
subsequent plan approvals. All parks to be dedicated to the public shall
be named in accordance with the Park Naming Policy adopted by the City.
All parks dedicated to the public must have final design approval from the
City Council prior to construction.
Dedication and Park Improvements: Unless agreed to by the City
in writing or through approval of subsequent development plans,
Hines shall dedicate to the City for public use, pursuant to a deed
reasonably acceptable to Hines and the City, the following parks
shown on the Concept Plan, install Public Art and construct and
maintain Park Improvements noted for each park:
a. Village Green Park: Approximately 2.10 acres and $690,842
in Park Improvements and $898,000 in Public Art ($148,000
in sculpture and $750,000 in the focal point fountain).
b. Neighborhood Park: Approximately 3.92 acres and $451,510
in Park Improvements and $54,000 in Public Art.
C. Tree Preserve Park: Approximately 3.30 acres and
186,922 in Park Improvements. (no Public Art)
d. Lake Park: Approximately 22.75 acres and $1,572,002 in
Park Improvements and $74,000 in Public Art.
e. Corporate Park: Approximately 7.65 acres and $807,488 in
Park Improvements and $74,000 in Public Art.
f. Northwest Enclave Park: Approximately 4.86 acres and
130,016 in Park Improvements and $54,000 in Public Art.
g. Villa Park South: Approximately 1.48 acres and $218,514 in
Park Improvements. (no Public Art)
Carillon - 380 Agreement - Approved August 17, 2010 - Page 8 of 32
h. Villa Park North: Approximately .43 acres and $99,143 in
Park Improvements. (no Public Art)
ii. Biddinq: See Section 4.J.
iii. Park Maintenance: Hines shall be responsible for the on-going
Park Maintenance of all parks and related improvements in
perpetuity and execute any documents necessary to ensure that
the City shall be under no obligation to maintain any parks within
the property. Should Hines desire to transfer this obligation to a
Homeowners Association established for the development, this
shall be done via contractual agreements satisfactory to the City.
Hines further agrees to maintain all parks dedicated to the City to a
standard acceptable to the City.
J. Biddinq, Award of Construction Contracts and Approval of Chanqe Orders:
Hines shall prepare full bidding and construction documents for the
improvements described in Sections 41 (White Chapel Blvd.), 4.G
Kirkwood Blvd.), 4.H (Kirkwood Water Line) and 4.1 (Park and Open
Space Development) in accordance with regulations and procedures
adopted by the City. Hines shall comply with the competitive bidding
procedures of Chapter 252 of the Local Government Code with regard to
construction of such improvements in the same manner as if the City of
Southlake were awarding a contract or contracts for construction of the
improvements. The consent of the Southlake City Council must be
obtained before Hines awards a construction contract or contracts for such
improvements or before Hines approves any change order which
increases or decreases the amount of such a construction contract by
more than $25,000. The provisions of this Section 4.J shall apply to the
contracts for Public Art except that the contracts for Public Art do not have
to be competitively bid.
K. Ad Valorem Taxes: Hines agrees to remain current on payment of ad
valorem property taxes for the term of this Agreement; provided, however,
Hines retains the right to timely and properly protest and contest any such
ad valorem taxes and so long as Hines is timely and properly protesting or
contesting the same, it shall not constitute an event of default under this
agreement. If Hines becomes delinquent in the payment of ad valorem
taxes on Property owned by Hines, it shall be an event of default under
this Agreement. If Hines sells the Property, or any part thereof, to a third
party which is not owned or controlled by Hines, and the third party
Carillon - 380Agreement - Approved August 17, 2010 - Page 9 of 32
becomes delinquent in payment of ad valorem taxes, it shall not be a
default under this Agreement.
L. Roll -Back Taxes: Hines agrees to remain current on payment of roll -back
taxes payable as land parcels within the Property are developed.
M. Desiqn: The Carillon Development shall substantially conform to the
Concept Plan unless amended by the City and Hines during subsequent
development plan approvals.
N. Documentation: Hines shall submit to the City, as a condition of payment
of any incentive, reasonably detailed evidence of compliance with Section
4 herein. This shall include detailed invoicing from contractors and
payments made sufficient to identify the costs directly related to this
Section.
O. Compliance: Hines shall comply with any and all remaining terms and
provisions herein.
5. Citv's Economic Development Program Incentives
Subject to Hines'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 Program, the City shall grant Hines the following economic development
incentives which shall be included in or paid at the same time as the Program Payments
under Section 5.K:
A. Ad Valorem Taxes: The City shall utilize a portion of the ad valorem real
and personal property taxes related to Eligible Improvements collected
within the Property by the City to contribute to the Program Payment as
described in Section 5.K herein.
i. Land Excluded: This incentive does not include the Ad Valorem
taxes derived from the land value of the Property as determined by
the Tarrant Appraisal District, whether held in an AG exempt status
or not, as of the Effective Date. (i.e. the tax revenues pooled for
Program Payments shall be reduced by this amount prior to
payment by the City to Hines.)
Carillon - 380Agreement - Approved August 17, 2010 - Page 10 of 32
ii. Protested Amounts Excluded: This incentive shall not include any
amounts under protest. After resolution of the protest, the
appropriate incentive amounts shall be determined and included in
the Program Payments.
iii. Cap: The annual incentive shall be capped not to exceed fifty
percent (50%) of the ad valorem real property taxes from the
Property and fifty percent (50%) of the ad valorem personal
property taxes as received by the City from businesses located on
the Property.
B. Sales and Use Taxes: The City shall utilize a portion of the 1 % general
fund sales and use taxes (i.e., does not include Southlake Park
Development Corporation, Crime Control and Prevention District or any
other economic development sales and use taxes) collected within the
Property by the City from tenants occupying the Eligible Improvements on
the Property to contribute to the Program Payments as described in
Section 5.K herein. These taxes must be easily segregated and
attributable to the location on the Property.
i. Cap: This incentive shall be capped not to exceed fifty percent
50%) of the sales and use taxes collected annually.
C. Retail Parkinq Garaqes: The City agrees that Hines shall be eligible for
the following economic development incentive after Hines constructs a
minimum of two (2) Retail Parking Garages as noted in Section 4.E
herein.
i. Cap One: The amount of this incentive shall be capped not to
exceed forty percent (40%) of the actual Building Construction Cost
of the Retail Parking Garages.
ii. Cap Two: This incentive shall not exceed $5,480,000.
iii. Proqram Costs: The lesser of Cap One or Cap Two noted for this
incentive shall be included in the Program Costs summarized in
Section 5.J herein.
Carillon - 380 Agreement - Approved August 17, 2010 - Pagel 1 of 32
D. Public Art: The City shall provide to Hines an economic development
incentive of fifteen percent (15%) of the Hotel Occupancy Taxes received
annually from a hotel operating on the Property to pay for Public Art
installed by Hines.
i. Art Installation: The annual incentive amount shall be accumulated
by the City and shall only be paid to Hines subsequent to Public Art
being approved by the City and installed by Hines in the parks
dedicated to the City.
ii. Cap One: This incentive shall not exceed the cost of the Public Art.
iii. Cap Two: This incentive shall not exceed $577,000. (This is 50% of
1,154,000 which includes the focal point fountain in the Village
Green Park and the art sculpture and the podium for the art in each
park as identified in Section 4.I.i herein.)
iv. Proqram Costs: The lesser of Cap One or Cap Two noted in this
incentive shall be included in the Program Costs summarized in
Section 5.J herein.
E. White Chapel Blvd.: Upon completion of full design and construction
documents and receipt of bids for the White Chapel Blvd. roadway
improvements, the City and Hines shall determine the amount of the
economic development incentive due to Hines in accordance with the
following:
i. Turninq Lanes: All turning lanes providing access to the Property
shall be excluded from this incentive and the cost of those
improvements shall be borne entirely by Hines.
ii. Incentive for Western Lanes of White Chapel Blvd: The City shall
grant Hines an economic development incentive equal to one
hundred percent (100%) of the actual Roadway Construction costs,
to include costs of landscaping the median, for the two
westernmost lanes of the White Chapel Blvd. roadway
improvements and the intersection with S.H. 114, including south-
bound turn lane configurations at the intersection, and north -bound
left turn lanes at the Retail Drive and Kirkwood Blvd median breaks.
Carillon - 380 Agreement - Approved August 17, 2010 - Page 12 of 32
a. Full-Pavment Program: The incentive noted in this Section
5.E.ii shall be referred to as the Full -Payment Program. This
incentive shall not be capped and shall be based on actual
Roadway Construction costs determined upon completion
and acceptance of the improvements by the City. An
estimated amount of $475,187 shall be included in the
Program Costs summarized in Section 5.J herein but shall
be subject to adjustment upon completion of the
improvements and acceptance of the improvements by the
City.
iii. Incentive for Eastern Lanes of White Chapel Blvd: The City agrees
to grant Hines an economic development incentive equal to fifty
percent (50%) of the Roadway Construction Costs incurred in
connection with the two easternmost lanes of the White Chapel
Blvd. roadway improvements adjacent to the Property.
a. Cap One: The incentive under this Section 5.E.iii shall not
exceed the actual Roadway Construction Costs for such
improvements.
b. Cap Two: The incentive under this Section 5.E.iii shall not
exceed $320,692 unless agreed upon in writing by the City.
C. Proqram Costs: The lesser of Cap One or Cap Two noted in
this incentive shall be included in the Program Costs
summarized in Section 5.J herein.
iv. Administration and Inspection Fees: The City agrees to waive the
administration and inspection fees related to construction of White
Chapel Blvd., including the turn lanes specifically excluded from
City participation in Section 5.E.i.
F. Kirkwood Water Line: The City agrees to reimburse Hines for all
Oversizing Costs related to the 12" water line constructed along Kirkwood
Blvd.
i. Pavment: Payment of this incentive shall be in accordance with
provisions of the approved Developer's Agreement.
Carillon - 380 Agreement - Approved August 17, 2010 - Page B of 32
G. Kirkwood Blvd.: The City shall grant Hines the following economic
development incentives for constructing the Kirkwood Blvd. roadway
improvements as noted in Section 4.G.
i. Incentive for Roadwav Impact Fees Paid by Hines: The City shall
include in the annual Program Payment a grant incentive payment
equal to the amount of any Roadway Impact Fees paid by Hines for
the construction of Eligible Improvements on the Property.
ii. Incentive for Roadwav Impact Fees Paid by Others: The City shall
collect any Roadway Impact Fees paid by parties other than Hines
for the construction of Eligible Improvements, residential homes
and amenity facilities on the Property and at the same time as the
annual Program Payment to Hines shall include a grant incentive
payment equal to the amount of any such Roadway Impact Fee
payments collected by the City.
iii. Cap One: This incentive shall not exceed the lesser of the actual
Roadway Construction Costs for the Kirkwood Blvd. roadway
improvements or actual Roadway Impact Fees collected by the City
from development within the Property.
iv. Cap Two: Grant incentive payments under this Section 5.G shall
only apply to Roadway Impact Fees paid and received by the City
on or before December 31, 2023.
V. Pavment: Payment of this incentive shall be concurrent with but
not part of the Program Payments identified herein.
H. Park Improvements: The City agrees to grant to Hines the following
economic development incentives for constructing the following Park
Improvements within parks dedicated to the City as noted in Section 4.1
herein. All final park designs shall be subject to City Council approval.
i. Village Green Park: Not to exceed the lesser of 50% of the actual
cost of Park Improvements or $345,421.
ii. Neighborhood Park: Not to exceed the lesser of 50% of the actual
cost of Park Improvements or $225,755.
Carillon - 380 Agreement - Approved August 17, 2010 - Page 14 of 32
iii. Tree Preserve Park: Not to exceed the lesser of 50% of the actual
cost of Park Improvements or $93,461.
iv. Lake Park: Not to exceed the lesser of 50% of the actual cost of
Park Improvements or $786,001.
V. Corporate Park: Not to exceed the lesser of 50% of the actual cost
of Park Improvements or $403,744.
vi. Northwest Enclave: Not to exceed the lesser of 50% of the actual
cost of Park Improvements or $65,008.
vii. Proqram Costs: The cumulative combination of the lesser of the
amounts identified for each park and not to exceed $1,919,390
shall be included in the Program Costs summarized in Section 5.J
herein.
I. Park Dedication Requirements: The City will accept performance of the
requirements of Section 4.1 of this Agreement in lieu of the City's normal
park dedication requirements. The City also agrees to refund to Children's
Medical the park dedication fees, due to timing considerations, paid by
them prior to approval of this Agreement. Hines consents to this refund
and agrees that the refund does not diminish or amend any of Hines'
obligations under Section 4.1 of this Agreement.
J. Proqram Costs: Program Costs for which Hines shall receive economic
development incentives from the City via annual Program Payments shall
include the following:
i. Retail Parkinq Garaqes: As noted in Section 5.C.iii herein.
ii. Public Art: As noted in Section 5.D.iv herein.
iii. White Chapel Blvd: As noted in Sections 5.E.ii.a and 5.E.iii.c
herein.
iv. Park Improvements: As noted in Section 5.H.vii herein.
Carillon - 380 Agreement - Approved August 17, 2010 - Page 15 of 32
K. Proqram Pavments: The City shall utilize revenues generated by the
Carillon Development as identified in Sections 5.A and 5.B herein for
annual Program Payments in accordance with and subject to the
following.
i. First Pavment: The first Program Payment shall be paid in January
the year after the first Certificate of Occupancy is issued.
a. Example Onhr:
March 2011: C.O. issued
April — Dec 2011: Businesses operate
January 31, 2012: 2011 taxes due to Tarrant County
Feb 2012: AV taxes received by City
Feb 2012: Sales taxes received by City
April 2012: Program Payment made
ii. Proportional Pavments: Program Payments shall be made
annually in proportion to the percentage of Minimum Construction
Requirements meeting Substantial Completion. (e.g. if in the year
that the First Payment is due, Hines has met 80% of the Minimum
Construction Requirements, the Program Payment for that year
shall be 80% of a full payment).
iii. Eligibility: The Program Payments shall be paid within 90 days after
the taxes have been paid and received by the City during each year
in which the performance requirements are met for a period of ten
10) years from the first January after the first Certificate of
Occupancy as noted in Section 5.K.i above.
iv. Resolution of Appeals: Upon resolution of any appeals and
subsequent payment of taxes to the City, the City shall reimburse
Hines the appropriate amount due in accordance with the
provisions herein.
V. Condition Precedent: Notwithstanding any other provisions hereof,
City shall not be obligated to make any Program Payments or other
payment or grant pursuant to this Agreement unless and until Hines
is in compliance with the provisions of this Agreement in all material
respects.
Carillon - 380Agreement - Approved August 17, 2010 - Page 16 of 32
vi. Cap One: The cumulative total of all Program Payments shall not
exceed the lesser of actual costs or capped costs of each Program
Cost noted in Section 5.J herein.
vii. Cap Two: Annual Program Payments by the City shall not exceed
actual costs incurred by Hines. City shall accumulate annual
revenues and grant an economic development incentive annually
as costs are incurred.
viii. Cap Three: Regardless of the timing of phased construction and
the resulting revenue stream to the City, all incentives outlined in
this Agreement shall cease on December 31, 2023, and the final
Program Payment shall be made soon thereafter.
ix. Example Proqram Pavment Schedule: Attached as Exhibit C=1 is
an example of a program payment schedule for the Program
Payments. Assumptions driving the schedule are included in
Exhibit C-2. These exhibits are provided to aid in understanding of
the Agreement only and are in no way obligations for timing or
amounts of payments.
X. Full-Pavment Proaram Reconciliation: In the event that Program
Payments do not pay for the costs identified in Section 5.J herein,
as identified in the following sections, the City shall pay Hines an
amount equal to the remaining balance of the Full -Payment
Program identified in Section 5.E.ii.a from annually appropriated
revenues or other available funds deemed appropriate by the City.
a. Allocations of Proqram Pavments: For the purposes of
allocating a portion of the Program Payments towards the
Full -Payment Program and all other Program Costs, an
accounting of each allocation shall be done annually based
on the percentage that the Full -Payment Program Costs are
of the total Program Costs.
1). Total Program Costs = $8,772,269 (100%)
2). Full -Payment Program Costs = $475,187 (5.42%)
3). Other Program Costs = $8,297,082 (94.58%)
The City Finance Department, when reconciling for annual
Program Payments, shall pay incentives to Hines in
Carillon - 380 Agreement - Approved August 17, 2010 - Page 17 of 32
accordance with Section 5.K but shall keep track of the totals
contributed for the Full -Payment Program and the Other
Program Costs based on the percentages shown above.
The intent of this section is that at the end of all Program
Payments, if the proportional payments associated with the
Full -Payment Program as accumulated do not meet the
obligation, the amount short can be easily identified and
paid.
6. Conflict of Interest
The Property is not owned or leased to any member of the Southlake City
Council or any member of the Southlake Planning and Zoning Commission. In addition,
Hines agrees to complete a Conflict of Interest Questionnaire as required by Chapter
176 of the Texas Local Government Code.
7. Default and Termination
If either party should fail to comply with the terms of this Agreement, or if a
bankruptcy or other insolvency proceeding shall be filed by or against either party and
such proceeding is not vacated within 30 days, it shall be deemed a default and 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 Hines an extension
to cure the default if Hines demonstrates, to the reasonable satisfaction of the City
Council that: the default cannot be cured by the payment of monies and (2) cannot be
reasonably cured within 30 days and (3) that Hines 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 in
effect on September 1 of the fiscal year in which the payment becomes overdue. That
rate in effect on September 1 is equal to the sum of: (1) one percent; and (2) the prime
rate as published in the Wall Street Journal on the first day of July of the preceding
fiscal year that does not fall on a Saturday or Sunday.
8. Force Maieure
Either party may be excused from performance under this Agreement when its
performance is prevented as the result of Force Majeure as defined in Section 2. If a
Carillon - 380 Agreement - Approved August 17, 2010 - Page 18 of 32
party suffers an event of Force Majeure, it shall provide written notice of the event to the
other party promptly after its occurrence. Subject to this provision, such
nonperformance shall not be deemed an event of default.
Following the occurrence of any event of Force Majeure, Hines shall have such
additional time to complete the applicable portion of the Eligible Improvements as may
be reasonably required if Hines is diligently and faithfully pursuing the completion.of the
same.
9. Audit
If necessary to determine whether the Minimum Construction Requirements in
Section 4.A are met and if requested by the City, an independent firm mutually
agreeable to the City and Hines (the "Auditor") shall audit the construction associated
with the Eligible Improvements, and shall determine whether Hines has met the
Minimum Construction Requirements. The conclusion of the Auditor shall be final,
binding and conclusive on the City and Hines and the City's payments shall be adjusted
in accordance therewith. The City shall be responsible for the cost of the audit.
10. Indemnification
HINES 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 HINES OR ITS AGENTS, EMPLOYEES, OR CONTRACTORS, ARISING OUT IN
THE PERFORMANCE OF THIS AGREEMENT, REGARDLESS OF WHETHER OR
NOT THE NEGLIGENCE, GROSS NEGLIGENCE, WRONGFUL ACT, OR FAULT OF
THE CITY OR ITS OFFICERS, AGENTS, OR EMPLOYEES, CONTRIBUTES IN ANY
WAY TO THE DAMAGE, INJURY, OR OTHER HARM. Subject to the provisions of
Section 11.N hereof, 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
Hines and the City and is not intended to create or grant any rights, contractual or
otherwise, in or to any other Person.
Carillon - 380Agreement - Approved August 17, 2010 - Page 19 of 32
11. Miscellaneous Matters
A. Section or Other Headinqs: 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 Aqreement: 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 Hines 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. Hines
may assign all or part of its rights and obligations hereunder (a) to any
Hines Affiliate effective upon written notice to the City, provided the Hines
Affiliate agrees in writing to comply with each and every obligation of
Hines in this Agreement including constructing the Eligible Improvements
to a design standard consistent with the Concept Plan, or (b) to any
Person other than a Hines Affiliate with the prior written approval of the
City, which approval shall not be unreasonably withheld or delayed, so
long as in the City's sole discretion the Eligible Improvements will be
constructed to a design standard consistent with the Concept Plan and the
assignee is financially able to perform this Agreement and experienced in
high quality land development. After Substantial Completion of the
Eligible Improvements, Hines' obligation under this Agreement may be
assigned to unrelated third parties upon written notice to the City and the
assignees written agreement to comply with each and every obligation of
Hines contained herein as the same relate to the applicable portion of the
Property conveyed to such third party. Nothing in this Section shall release
Hines from Hines' obligations under Section 41iii hereof unless the City
gives its express written consent.
Carillon - 380 Agreement - Approved August 17, 2010 - Page 20 of 32
F. 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:
Hines: Hines Southlake Land Limited Partnership
c/o Hines Interests Limited Partnership
717 Texas Avenue, Suite 1550
Houston, Texas 77002
Attention: Mark A. Cover
With a copy to: Hines Southlake Land Limited Partnership
2200 Ross Avenue, Suite 420OW
Dallas, Texas 75201
Attention: Rob Witte
City: City of Southlake
1400 Main Street, Suite 460
Southlake, Texas 76092
Attention: Mayor
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: Wade Adkins
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.
Carillon - 380Agreement - Approved August 17, 2010 - Page 21 of 32
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.
J. Limitation on Liabilitv: Hines agrees that City shall not be liable to Hines
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 Section 11.13. hereof for any act of default by City under this Agreement.
K. Representations: Hines represents and warrants to the City that it has the
requisite authority to enter into this Agreement.
L. 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 Hines's construction or operation of the Project.
M. Conflictinq Agreements: Where conflicts might arise between this
Agreement and the Developer's Agreement or other agreements between
the City and Hines, this Agreement shall prevail. Hines agrees to comply
with the City's normal development regulations while developing the
Property, except where those regulations conflict with the provisions of
this Agreement.
N. Waiver of Immunitv: The City enters this Agreement subject to the
provisions of Chapter 271, Subchapter I of the Texas Local Government
Code and hereby waives sovereign immunity to suit for the purpose of
adjudicating a claim for breach of this Agreement, subject to the terms and
conditions of Chapter 271, Subchapter I. The City does not waive a
defense or a limitation on damages available to a party to a contract, other
than a bar against suit based on sovereign immunity.
O. Revenue Sharinq Agreement: The City designates this Agreement as a
revenue sharing agreement, thereby entitling the City to request Sales and
Use Tax information from the State Comptroller, pursuant to Section
321.3022 of the Texas Tax Code, as amended.
P. Source of Funds: All payments required to be made by the City hereunder
shall be made by the City from current revenues available to the City.
Carillon - 380 Agreement - Approved August 17, 2010 - Page 22 of 32
12. Remedies Cumulative
The rights and remedies provided by this Agreement are cumulative and the use
of any one right or remedy by either party shall not preclude or waive its rights to use
any or all other remedies. Said rights and remedies are given in addition to any other
rights the parties may have by law, statute, ordinance or otherwise.
13. Waiver
No waiver by a party in any event of default, or breach of any covenant, condition
or stipulation herein contained shall be treated as waiver of any subsequent default or
breach of the same or any other covenant, condition or stipulation hereof.
14. Riqht to Offset
City may, at its option, offset any amounts due and payable to Hines under this
Agreement against any debt (including taxes) lawfully due to City from Hines 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
whether or not the debt due to City has been reduced to judgment by a court, provided
that if Hines 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.
15. Rouqh Proportionality
Hines 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. Hines 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.
Remainder of this page is blank ----
Carillon - 380 Agreement - Approved August 17, 2010 - Page 23 of 32
Executed this i; day of OG-01er- , 2010.
THE CITY OF SOUTHLAKE
By: '0
John Terrell, Mayor e--)
HINES SOUTHLAKE LAND LIMITED PARTNERSHIP,
a Texas limited partnership
By: Hines Southlake Land GP LLC,
a Delaware limited partnership,
its General Partner
By: Hines Interests Limited Partnership,
a Delaware limited partnership,
its sole Member
AA
4/
CITY SECRETA
r ° ' o Yc•'
OOa•°°'
APPROVED AS TO FORM:......
C . 6W-'e'-jI?
CITY ATTORNEY
r
Hines Holding, Inc.,
a Texas corporation,
its General P er
B: Y
Name: Mark Cover
Title: Executive Vice President
Carillon - 380 Agreement - Approved August 17, 2010 - Page 24 of 32
EXHIBIT A-1
Description of Property
TRACT ONE:
BEING AN APPROX vMTELY 281.197 ACRE TRACT'OF'LAM,SITUATED"IN, TM- LARK -IN H'
CHIVERS "SURVEY,. ABSTRACT -NO._ 300 AND THE' AB;'S'ALOM R. CHNE'RS SURVEY;
ABSTRACT. NO..299 -IN THE C1TY'O- : SOLITHLAKE; TARRANT iCOUNTY, TEXAS .AN1I'BEING
A PORTION OF THAT CALLED 2"1.1.408.' "TRACT 3.' DESCRIBED IN' DEEB TG `WESTER:IL 1
SOUTHLAKE, L.P., REC.0RDED IN VOLUME.; 12615, 'PAGE 33:9- AND. BEING ALI OF THE
TOI:LOWIN6 TRACT $' "DESCRIBED IN •-DEED` - TO WESTERRA SO•UTHLAKE, L.P.: THAT
CALLED 4:328 ACRE TR.ACT'OF LAND, -RECORDED INNVOLVivit14609; PACE 478, THAT
CALLED 7:176 ACRE TRACT OF LAND, RECOR2DED ' IN VOLLJME,.,!I3907,,-PAGE- '3'4, THAT
CALLED 0.652 ACRE TRACT OF'LAND, RECORDED 1N'V`OLUME 14659, PAGE'443 AND.THA.T
CALLED.:0.885 ACRE TRACT,_C3F LAND, RECORDED IN VOLilN 14659,PAGE,444OFTHE
DEED :RECORDS OF TA ARANT 6O0NTY,. TEXAS„ (]?XT".C:T.)'..SAID 281.19'1 ACRE TRACT
BEING MORE PART1&JLARL-Y DESCRIBED BY, METES AND BOUNDS AS FOLLOWS:
SEGIN14P46 AT-A:618"1IRON ROD CAI'PED'"CARTERl&-40k6ESS` .SET N THE WEST -RIGHT-
OF-WAY LINE OF'CARROLL ROAD -Al THE SOiiTREAST' CORNER OF SAID 281:197 •ACRE
TRAGI,. BEING TIE' :COMMON NORTHEAST: ;CORNER, -OF 'THAT' .TRACT OP I:AND
bESCRmb IN.-. DEED. TO DERRELL E. BURGESS ANDWIFE MARTHA JO BURGESS,
RECORDEDIN VOL PAGE 527,D.R.T.C.T:;
THENCE, N 89435'38" WV ALONG THE SOUTII LINE 0F' SAID 281.197 ACRE TRACT; BEING
TEE COMMON NORT14 LINE OF`SAID BURGESS TRACT, A DISTANCE OF 1041.92`FEET TO A
11'2" IRON ROD FOUNA AT THE'NORMVEST CORNER, OF SAID BURGESS TRACT;
THENCE'9-;011 0'0$" E, AI,ONd THE, WJEST,LUNW OF SA ']3tJkGESS;TIACT, A'DIgTANCEDF
299.09 FEET -TO ASl8"- IRON ROD FOUND AT THE SOUTHWEST CORNER- OF SAID BURGESS
TRACT IN THE NORTH Li1,iE OF' TI AT TRACT, CSF LAND ,DESCRIBED INDEED TO THE .
HIGHLAND GROUP JOI UNENTURE,.RECORDED IN VOILtrw 8207, PAGE-1513.D,R.T.0 T•.;,
THENCE •,,ktdT4{i ' t1it, SOUTH LINE OP_ SAID 28 L-
11
91 ACME' -TRACT, `BE1NG_'_THE., COIv1Iv ON
NORTH LINE OF THE -FLOWING 'TRACTS.. SAI0 ,HiGHLAM,-GROUP- JOINT' VENTURE:
TRACT, THAT' CALLED 11'.71 ACRE. TRACT OF LAND. bESCRTBED IN' DEED} TO D/FW-
HIGHWAY""114/HiGHLANDS, LTD., RECORDED, jN VOL[. M91-10438; PAGE 32 D.R,T:C.T., THAT'
CALLED'' 3.643 ACRE . TRACT' ` OF` LAND DESCRIBED „IN DEED TO IJ/FW-HIGHWAY
1141HIGHLANbS;•LTD., RECORDED: IN VOLUME .9742,. PAO" 1791 AND THAT TRACT OF
LAND DESCR.iBED IN DEED TO -CHIN` J. CHANG AND WANDA. CHANE FAMILY-- LIMTrD
PARTNERSI P., RECORDED" IN. VOLUME 14822': PAGE, 46-D.R.T.0.'T THE FOLLOW]NG-
COURSES.AND WSTANCES::
DISTANCE,QF-_154.00, FEET_TO A'5/V IRON ROD CAPPED "CARTER &_.
BURGESS" SET,
N 89616'37"w: A DISTANCE OF!1369'.64FEET Tb.A $1$"]RON`YtOD-CAP.PED' "CARTER;
BURGESS" SET AT, THE NOAtTf I3ST CORNER OF CHANE TRACT IN"THE
EAST"LINE Or THAT -CALLED 5.979 ACR.E,TRACT'bFLAFT).DESCRIBED IN-DEED70'
Carillon - 380 Agreement - Approved August 17, 2010 - Page 25 of 32
EXHIBIT A-2
Boundary of Propertv
STEVHEN,C.,KIDWELL AND VIFE PAMELA -M-. XIDWE LL,, RECO,RDED,IN VOLUME
6659, PAGE 668'J5.RT.1M;-
EAST - OF'SAID k1b*UL 'TRACT, A: DISTANCE OF 421.82
TO A,518"'IRON- ROD CAPPED "CARTER & BTJRGESS" SET AT-THENORTHEAST
CORNER 61'§ SAID k1bWtLt -fkk&,' -
iTfifqCE - S_ 89-59."44 7 W,AL. 0-NG':tHtNORtk'- OF`S k- TRACT; A-bl-StANCE
OF .416.55 FEET- TO A. 'Mr' bWN' ROD" ,CAPPED. "GAM & BURGESS" SET AT M
NORTHWEST CORNER OFmm kh*Etl tkA&;
THENCE S 04019,'41*'F,;-AL0NG-TffE WEST'LINE OF-SA16 XWWEi,L TRACT; A DISTANCE OF;
212.77 FEET: TO A, 5/8"'IRON ROD'.C-AP.PED "CARTER & BURGESS" SET IN THE NORTH
RIGHT -QFWAY'LINEbF STATE HIGIiWAY114 AT THE'SOUTItWEST CORNER OF •SAID
KIDWELL TRAi7r;.
THENCE ALONG, SAID NORTHRIGHT-OF-WAY-LINF, BRING TBE COMMON SOUTH "LINE OF
SAID 251:197 ACRE TRACT THE FOLLOWING COURSES - AND:DISTANCtS-
ALONG.A, MRVE TO TAE, LEFT _HAVING -A kAbIOS OF 7659.44 FTiET, AI)ELTA
ANGLE OF 05'00'8118"' A-WX4:!,CftOPb:TRAT.BEARS N 63029'31- W A -DISTANCE OF
686.68 FFE4, . AN ARC DISTANCE 'OF 686.91'FEET TO A,5/8" -IRON ROD CAPPED
t-AiTliqt &-IBURdESS' SET;
N 66°'03'21" W,. PASSING AT - A DISTANCE OF -866.31, fEET,_,hlt'96UTIMAST CO
OF -SAID,7, -176 - ACRE W ESTERI.Lk'TRACT, tONTIN(f1Kb"ALONG SAID. NORTH - R IG14T, -
OF -WAY LINE, PASSING AT A DISTANCE OF 1322.34- FEET; TBW. •S`OUI14WEST-
CORfqEk OF SMD,7A76 - ACAE, TRACT, -BEING T'HE'COMMON 90UTREA9T CORNER
OF'SAID 4.329 ACRE WMTERkk7R_& AND,C0N711M1NG"--A10NG -S--A-ID NOkhi
AGHT.bF-` kY 'IAN'E,X TOTAL. DISTANCE 6F'1 56913 FEET T(j;A 5/8" "IRON ROD
CAPPED 'CARTER-& BURGESS" SL'T;
N 33'01T'0"V, A-DISTANCEO"7.59 FEET TO ABRASS DISKIRGHWAY MONUMENT'
FOUND;
I
N , 00-34' 1 " 6`W, TO A BRASS D1SKH1GHW,AY
MONUMEN17
FOUND;--
ROIYCAPPI b "VARTER'& 8_0027`53 !-A
BURGESS" SRT AT"THE kitmEtTi6i4 OF-SAiDNOkTm RIGHT-OF-WAY ONEwrtH
TSE LINE O'F_W-HTE' 'OVAPPELIROULEVARD;,
THENCE k 00*4304*,-ALONGI,:SIAID NE, E T-RidfiT OF-*kw L - ---"C6NWO449ING--b1t
WE,SfLJNE'0F;SAW 281:197ACRE TRAPT
I
W]DISTANCE OF456.6 . 7 - FEET TOWS/8" TRC3N1Wb
CAPPED aCAR7TR SET;
THENCE S 89029'2T'W`DEPARTING- SAID FAST RIGHT-Of-WXY LINE; A DISTANCE OF 4& 55
FEET -TO'A.5/8" IRON ROD CAPPED. ,"CARTER BURGESS" SET IN THE APPROXI
CENTERLINE
I
OF'SAID 'W-H1ITE_'CftAPtL BOULEVARD;
Carillon - 380 Agreement - Approved August 17, 2010 Page 26of32
EXHIBIT A-3
Boundary of Propertv
THENCE -t t,'00*18'4:1,",W,,.AL0140"SAID APPPDXMATE CENTERLINE-BEING'7M,E COMMON,
WEST'1JNE'OF"SA1D 281.197-ACRETRACTVADIStANCE OF 991.'28`FEtr.'.TOk_5./8" IRON ROD
CAPPED "CARTEW& 1BURUE9V -SET _AT'THE
I
NORTHWEST CORNER OV, SATD 281.197 ACRE
11 TAC,'
THENCE N 99028'09-E, ALONG THE NOk_; Ili c6t OF SAID 281.197 ACRE TkACT,`tFIKd'tHE
COMMON' , SOU,TH"LINE OF THRASHER ADDITION; R1ffC61kDED`IN..VOL.U`ME 198-202, PAGE
Cit bP,464.15 FhET71`07j, OF THE PLAT RECORDS OF. TARkANf COUNTY, TEXAS;A ljigfA,
A 3" PIPE
I
F - OUND AT THR;
I
S . OUT -H EAST'C0RNFk'OV SAID THRASHER ADDITION;,
THENCE. N 00000'09" W,,A'LONG "11M EAST,LINE'OF 'SAJD_ -TRASH ER -ADDITION AND THAT
CALLED 1.82, ACRE TRACT- OR LAND DESCRIBED IN -DEED, TO PANORAMA.- PROPERTIBS
LTD.,RECORDED "IN -DO
1
0. NO,' -D206290483 ^DYLT:c.T.jA DISTANCE OF 460'j.FE& TO A- 518-
IRON ROD1CAPPED "PARTER & BURGESS" SIET-,T THt NORTHEAST' CORNER OF, SAID,
PANORAMA- TRACT - IN 'THE SOUTH'I.M'OF BRENTWOOD ADDMONRECORDED'IN-
CABbNZETA, PkOt-10846f'THE KAT RECORDS (7FTAj?.RANFF C'OUNT'Y, TEXAS;
TBENCFV_8_q7' 11 " E, AL014G =SOUTH.LM,'BEI , NG THE , COMMON
I I
NORTH
I
UNE'OF Sktf)' 9
281.197 ACkE%TRA&; A DISTANCE: Of 362.09 FEET TO"A _1/2'!-1PON R0'D F0bi bA"ftffi-
SOUTHEAST COXNER.PF, SAID BREN1[7WO0D_ADDM0 N AND THE COMMONK1S0bTMV_ EST.
CORNER, OF THAT CALL,ED 37.05 ACRE TRACT OF.. LAN1j, DESCRI$E-D IN DEED TO 4F
DEV-ELOPMENTIEP ,4,rL.P.-P,ECOIbP,D'NDbC..'l 0 '.b'63 046JT.,
7- .
0 ,D.R T-t,_
54"t,._,ALbN6 THE 8bt7fH-1ANE,OF. SAID -4F DEVEWPmENT'MCT AND,,
TIE -.SOUTH - LINE -OF CALLICOTT/RHODES FARMS; RECORDED -1N CA9tNTT A, PAGE•"3"539"
OF THE -PLkT'RECORDS Of''TARRANT C-0UNTV,.,TEX.AS, BtU40_714V COMM"ONANTORTH'
tJNE OF S "I.- A DISTANCE OF 1-12 6:98'FEET"TO A 3/8—IROWRODAID28197
FOUND ATT. E''SO.UtREAST.COkN OF'8AID CALVICOTTARROD1s FARMS;HE
COW9N. SOUTffWEST. CORNEk,`.Etll PARK PHASE 1,ADDM64. RECORDED: IN
CABINET.A, PAGE 9572 OF THE PLAT.RECORDS OF TAkkANT _COUNTY; -TEN, AS;
TT1ENTCE N 89'38'441" - E, ALONG THE,SOVM LINE OF SAID-E.STES.PARK FiHME,L_B'E1NG-TH5
commoN.NoRTH LINE OF SAID 281.194 ACRE -TRACT, A. DISTANCE.OF 652.16 FEET TO -A.
518" 1R69 ROD :CAPPED ',C Tm- &",BURG' SS' SET"2NTJ1E,WEST ijNE "OF f EST
EJ_
S'PARK,
PHASE 411,. -RECORDED -W CA13INET - --A, PAGE l 1419 OF -TAB, PLAT kECbRbS OF
I -
TARRANT,
COUNTY; TEXAS;
0002412"
94'
E; AiO14G iSkiD`"W9§T-_,L
MJ,
A_b8tAkdE OF,'& 3. 13 - FEET TO -A 119"
IRON -ROD FOUND AT TIDE SOUTHWEST' CORNER, OF SAII)i§Tis 15ARKPH-ASEw
i `6.1 G Tiii. b , ., . . " THENCE N 89647'28!1; Al l UTH ."INE OF, SAID.ESTESPAik PHASE 11I,,BEJN`,1G
THE COMMOIN . NOXTHUNE, OF. SAID 281.197,ACRE-TRACT, A DISTANCE,OF, 1607.88,FEET,
to A, 318" IRON,ROD FOUNDJN -THE. SOU'T'H 16_11T-OF*_A_ Y.,'L*E-.Q'_F -P. R W.- O-S"ELANE. AT
T SOUtl.,wt, - - , , -, - 0.
1 . ,
HE .'CORNER iV SAID.ESTES PARK PHASE ,III;
1'HIITG) 1v 8_9M'7_'2'8'_` -E ALONG SAID" S0UT1f',"RT641T.OF-WAY_LINE, BEING THEE COMMON
NORTH,194E OF WD181.10 ACRE TRACT, -A DISTANCE 6F'§613k518" IRON'! -FE& -TO.
ROD CAPPED,'tARtER'&-.-B-'URGtSS"'SET:IN THE_ WEST' LINE OF.CAPROLL
ROAD AT THE -NORTHEAST ^CORNER. ,ibF SXiD -281.197 ACRE TRACt
Carillon - 380 Agreement - Approved August 17, 2010 - Page 27of32
EXHIBIT A-4
Boundary of Prog)ertv
IIIENCE 'ALONG SAW WEST-,R1.GHT-0F.WAY LINE, BEING THE COMMON
LINEEASTLi—OF SAID'2811'197-
I
ACRE'TRACT-,"A DISTANCE OF, 1704.93 . FEET -TP A, 519" Jk6:
ROD CAPPED , "CARTER & BURGESS" SET AT TAE'NOktHEXS'T-CORNER OF TUAT CALLED
A.818. ACRE'T?,A& OV-LANb- DESCRIBED.. -IN .DEED TO JAWS* THOMAS BOWRgAUX,
RECORDE13114-DOC. *140. D20424550D.-Rij".C.T.
PA TING -SAW WEST RI(3RT-'OF-'WAY'LINE,ALOI TGTM-NORTH
WLINEOFSAID BOUDREAUX -TRACT, A -'D-18TkNC91jF 173'.3b FEET TO A.3,18" IRON ROD
FOUND AT THE i OkTJArEST CORNER OTSAIb BOUDREAUXTRACT;
THENCE S _00045'59" E,A.LdNG THE WIysST LINE OF'SAlD'DOUDREAUX:FRACT,A DISTANCE
OF 247.04 LITOA5f8" ]Rd4 ROIL C' CAPMD `,'A'RT*ER.&_B_URGES8" - SET AT -TIM
SOL7TRWES
I
T 66kNFA . OF -SAID BOTjDREA0X TRACT,
fT CE N 99016'357 E, ,A'ONG SOUTH, -- LINE: OF 54113 BOIJDRh'AUX TRACT; A
DIS_TANI E Of,144.74 FEET . TOA3/W,'TRbXROD FOUND IN THE vvs,i,-kiGHl'-Or-,W,AY..LINE
OF SAID CARROLL ROAD AT THE.SOUTAEAST CORNER OF; SAID BOUDREAUXTRACT.-
THENCE: E: S 02'2515" 1~;' ALONG SAID WEST RIGId-00-WY'LINE, BEI ING' THE CbMM'ON
EAST LINE ;OF SAID 281.197, ACRE TRACT, A- DISTANCE.'OF 266-64PEIrCTO THE- POINT OF
BEGINNING; A14 , D.cbNT 2'81-.197 ACRES (1224895? SQ. FT,.):`OE _LAND,,moRE'OR
LESS.
iTRACT -TWO.
BFING'a 3.755 acre tract of land situated,"in the L.K. Chivers Survey, -Abstract -No. 300 in the, City of
squtli4p, Tarant'CounM Tem -aaid bcing all of :tile rernainder,of thaf called- 5.979' acre tract of land,
dekribed'in."dto -Stephen'e_.'Kidwell ditdwi'klaraela q Kidwell; recorded in Volurne 6659., -_,Page
608 6f, -,ft Deed ` ke'6r , 6 6flariant •County; Texas (DA1.Z , Cif)., Said -,3.755. acte, tract bc'mig-rnoirie:
pa*ulaf1v described by metes and bounds'as follows:
BEGINNING-liva 518 ihehir6n. rod capped "Carter Burgess" set in the -north tight-ot-way -line of State
highway Volume 12594, Page.,j 47; D.R.T.C.T. at the southeast corncr. of "saidremainderreB-inder14, mcb,rded
tract?
THENCE with `siid_n&thrighf-ff-ii ay liri&j- -being the "co h'south liri'd of said remainder tract,- along a;
cutv6 to 'thc le -ft haVirig. A iadi.W; bf 765944 fe6t,.a delta angle of04, degrees (14 rirn'nuteis 21 seconds, R long -
chord' thirbears .N,58, degrees ,53, ininubes. 11 aqcmds W- a distance of.; 544-.32 feet, ani .arc ttistance, of
544.43. feet to a"5/9`incfi'iren'rod found;at the soutimest com crof said rem"r. tract
THENCE- N 04 degrees 19 m" -mu-ti`s-'4-l'-'setondsNVi.,departing said north right-of-way, line-, with tlw4ftt
lie of said.itinaitidex tract and lheconmion south_liae,of that called 250.$66'Beft-tract-of land -described'
i Je6C'to Hin s Souihlke_ta d Liihifed TOtnerTP'sh' recorded' in 1nstrurrftt:,.-,N - b.D207372'004nd1 $
1).R.tC.T.', it'.'dist;bibe of 21277 fe6t'to-a'."3/8, inch' -iron rod 16. the north*cst tbrner- of said
rmkinder
TTMNtEN'89-.d6jvcs, 59mintifes 14 lisi6kmds E,-WAh the Yioiiih lithe of said remainder tract
rod foundommnsouth4ine6f&Uffifies .5didhlake. tract,'& distance 447655 feetto q,*112 inch iron rod found at,
no&iast co'rner-of.'g'a'id'ie-6dindi r-tract;,
Carillon - 380 Agreement - Approved August 17, 2010 - Page 28of32
EXHIBIT A-5
Boundary of Pronertv
JjM14CEr'S'00 degrees,57,mifimtes.-I0 seconds -jE, -with"the 69 line '6f said' -remainder mast being .the
wr=on,soufi line ,of said lfinei Southlike tract; -A diiUmmof421.82feet.to a 518 ific,1i'iron'.kbdfound at
the nor&west -coffier 'that ttaot,of bhd d6sonbed 'in,djeed toChin,-J. Chang and Wanda Chang; recorded
400 C.T.
THENCE 'S'01, -degrees"l I minutes -27 secondsX,- continuing with east. line ofsaid retia ckr, tract
and the cotnrnim, west iiI= "of said Chang, trac,, a-di9tance 6of'71;80feci.to,-the E buqt-"OF'BEGiNNNo;
AND C6NTAINNG'3.75S acres of larid"'more -dr les&.
Carillon - 380Agreement - Approved August 17, 2010 - Page 29of32
I I f
EXHIBIT B
Concept Plan
LEGEND
MI>,ed llxe
Nclxll
Performinl AM Center
HOO T
Off—
Vlllax A (451110.1
L: .,• Villas 1 iso.110.1 1 14
L_• tl x
rr® \'
LLlOx C lesYl:v/cs•n rirl
f... Chatram 10Oa150AKM*r)
Emalex (MOS:/MUM
Lakex UIOkIM'1
Carillon - 380 Agreement - Approved August 17, 2010 - Page 30 of 32
EXHIBIT C-1
Example Proqram Pavment Schedule
EXAMPLE Program Payment Schedule: 2010-08-09
ASSUMPTIONS
1 General fund revenues are as projected on the Carillon revenue estimate spreadsheets dated 2010-07-02
2. Phase I full revenues are reached in year 4, Phase 2 full revenues reached in year 6
3 Ultimate development revenues are reached in year 8
4. HOT tax. 160 rooms x $190 ADR x 365 days x 65%N occupancy x 7% = $504,868 x 15% annual cap = $75,730
5 Cap on public art contribution is 50% of park sculpture elements ($202,000) + 50% of Village Green Fountain ($375,000)
6. Fountain in Village Green qualifies for HOT because it is an "artistic focal point'
7 Full HOT revenues are not achieved until year 4
Carillon - 380 Agreement - Approved August 17, 2010 - Page 31 of 32
G.F.- 50°%_ General Fund G.F. Cumulative 15% HOT Art HOT Art Cumulative
Year Revenue Max Grant Grant Grant Cumulative Total
1 209,566 $ 104,783 104,783 104,783 104,783
2 419,132 $ 209,566 209,566 314,349 37,865 37,865 352,214
3 628,697 $ 314,349 314,349 628,697 56,798 94,663 723,360
4 038,2611 $ 419,132 419,132 1,047,829 iS 7,f $ 170,393 1,218,221
5 1,372,702 $ 686,351 686,351 1,734,180 75,730 246,123 1,980,302
6 a 1,807,1411 $ 953,571 953,571 2,687,750 75,730 321,853 3,009,603
7 1,176,858 1,176,858 3,864,608 75,730 397,583 4,262,190
8;`
2,353,715
2,800,288 $ 1,400,144 1,400,144 5,264,752 75,730 473,313 5,738,064
9 2,800,288 $ 1,400,144 1,400,144 6,664,896 75,730 549,043 7,213,938
10 2,800,288 $ 1,400,144 1,400,144 8,065,040 j $ 27,9571 $ 577,000 8,642,039
8,772,269 Incentives Cap
ASSUMPTIONS
1 General fund revenues are as projected on the Carillon revenue estimate spreadsheets dated 2010-07-02
2. Phase I full revenues are reached in year 4, Phase 2 full revenues reached in year 6
3 Ultimate development revenues are reached in year 8
4. HOT tax. 160 rooms x $190 ADR x 365 days x 65%N occupancy x 7% = $504,868 x 15% annual cap = $75,730
5 Cap on public art contribution is 50% of park sculpture elements ($202,000) + 50% of Village Green Fountain ($375,000)
6. Fountain in Village Green qualifies for HOT because it is an "artistic focal point'
7 Full HOT revenues are not achieved until year 4
Carillon - 380 Agreement - Approved August 17, 2010 - Page 31 of 32
EXHIBIT C-2
Example Proqram Payment Schedule - Assumptions
1. Carillon General Fund revenue estimate dated 2010-07-02
A. Does not include SPDC or CCPD sales and use tax revenues
B. Revenues should be reduced by the AG exempt value of the land on the
date of execution prior to any incentive grants (5.A.i)
2. Program Payment Schedule dated 2010-08-09
A. Phase I full revenues are reached in year 4
B. Phase II full revenues are reached in year 6
C. Ultimate development revenues are reached in year 8
D. Incentive cap is $5,480,000 (retail garages) + $577,000 (public art) +
475,187 (White Chapel west lanes) + $320,692 (White Chapel east
lanes) + $1,919,390 (parks) _ $8,772,269.
3. Hotel Occupancy Tax
A. 160 rooms x $190 ADR x 365 x 65% occupancy x 7% _ $504,868 x 15% _
75,730 annual cap
B. Full HOT revenues are reached in year 4
C. Circulating fountains in ponds do not qualify for HOT monies but focal
point fountain in Village Green does and is included as Public Art.
4. White Chapel Blvd: Does not include turn lanes dedicated to development.
A. Two Western Lanes: Includes 100% of total cost of $475,187 (includes
costs at intersection with SH 114 and N -bound left turns at Retail Drive
and Kirkwood median breaks). This number used in cap total for
generation of program payment example but is not capped in agreement.
B. Two Eastern Lanes: Total cost of $641,384 / 2 = participation cost and
cap of $320,692.
5. Kirkwood Blvd: Not included. Roadway Impact Fees paid by Hines or third
parties will be granted to Hines for a period of time.
6. Retail Parking Garages: Total cost of $13,700,000, participation and cap at 40%
of cost = $5,480,000.
7. Parks: Includes six (6) parks with total cost of $3,838,780 / 2 = participation cost
and cap of $1,919,390.
A. Village Green Park: $690,842 total ($750,000 fountain in Public Art)
B. Neighborhood Park: $451,510 total
C. Tree Preserve: $186,922 total
D. Lake Park: $1,572,002 total
E. Corporate Park: $807,488 total
F. Northwest Enclave: $130,016 total
8. Public Art: Includes five (5) parks with public art for total cost of $1,154,000 / 2 =
participation cost and cap of $577,000.
A. Village Green: $898,000 total ($148,00 sculpture + $750,000 fountain)
B. Neighborhood Park: $54,000 total
C. Lake Park: $74,000 total
D. Corporate Park: $74,000 total
E. Northwest Enclave: $54,000 total
9. Water Line Oversizing: Not included. Reimbursed per Developer's Agreement.
Carillon - 380 Agreement - Approved August 17, 2010 - Page 32 of 32