2001-08-13 CC PacketCity of Southlake, Texas
MEMORANDUM
TO: Billy Campbell, City Manager
FROM: Sharen Elam, Director of Finance 481-1713
SUBJECT: Fiscal Year 2001-02 Budget as it relates to: A.) Town Square Developer's
Agreement, Phase 1 & 2; B.) Town Square future phases; C.) Town Hall
proposed parking agreement.
Action Requested: The purpose is to familiarize the Council with Town Square developer's
agreement issues (Phase 1 and 2). Staff request input, comments and guidance
from the City Council on this subject.
Background
Information: EXHIBIT A DOCUMENTS
In Fiscal Year 1998 the Council approved Southlake Town Square Phase One,
commercial developer's agreement (EXHIBIT A). Per the agreement the city
agreed to reimburse the developer 40% of the cost of all streets, sidewalks,
landscaping and associated streetscape improvements not to exceed
$2,900,000. The city also agreed to pay the developer the cost of the design
and construction of public facilities not to exceed $1,130,000.(See page 10-E.
City's purchase of land and right-of-way). The Developer (Cooper & Stebbins)
has expressed an interest for reimbursement to begin in fiscal year 2001-02.
The agreement addresses what funds are eligible as a resource for
reimbursement (See page 11-F. Payments to Developer). Per the agreement,
the 1% sales tax generated within Town Square is one of the funding sources
pledged for reimbursement to the developer. Currently, the 1 % sales tax
collections from Town Square is reported in the General Fund and used as a
funding source for general operations of the City.
Town Hall parking is another area that could potentially have a budget impact
on fiscal year 2001-02. The memorandum of understanding attached to the
developer's agreement, was incorporated in the agreement to address issues
related to "City Hall" (the 'Building"), the property, parking facility,
construction of improvements, reimbursement of improvements, timing of
project and the right of first refusal in connection with the available office
space in the adjacent facilities to the Town Hall.
The memorandum of understanding states that the Town Hall building
requires parking at a ration of not less than one (1) space for every 330
square feet of building area ("parking"). The parking was to be provided
subject to the following conditions:
1) 25 % shall be specifically reserved for the exclusive use of the
building occupants & the residential, 75 % shall be non-
exclusive
Billy Campbell, City Manager
August 10, 2001
Page 2
2) provided further that ten (10) spaces shall be provided, and
exclusively reserved, as on street adjacent to the building for
short term parking
that the City shall pay all costs associated with such parking,
subject to the City and the developer entering into a separate
agreement providing for the location of all exclusive parking
and any terms, conditions and/or limitations to the City's
payment of such costs.
The developer has submitted an invoice with a cover letter, dated July 18,
2001 in the amount of $389,822 for costs associated with the hard costs
(construction), soft costs (professional services), and a dumpster enclosure.
The developer has also submitted a draft proposed parking management and
use agreement for consideration in compliance with the provisions of the
above referenced developer agreement and the memorandum of
understanding. A parking lot maintenance expense invoice in the amount of
$34,569 has also been submitted for "total cost allocable to parking lots" for
insurance, landscaping, parking lot maintenance, security, utilities and
personnel costs.
Staff included in your packet a summary schedule of the developer's request
of expenditures for reimbursement and a proposed parking agreement
submitted by the developer.
EXHIBIT B DOCUMENTS
On December 7, 1999, the Council approved Southlake Town Square Phase
Two, commercial developer's agreement (EXHIBIT B). Per the agreement the
city agreed to reimburse the developer 40% of the cost of all streets, sidewalks,
landscaping and associated streetscape improvements not to exceed $500,000.
(See page 10-E. City's purchase of land and right-of-way). The Developer
(Cooper & Stebbins) has expressed an interest for reimbursement to begin in
fiscal year 2001-02 for this agreement. The agreement address what funds are
eligible as a resource for reimbursement (See page 10-F. Payments to
Developer). Per the agreement, the 1 % sales tax generated within Town
Square is one of the funding sources pledged for reimbursement to the
developer. Currently, the 1 % sales tax collections from Town Square is
reported in the General Fund and used as a funding source for general
operations of the City.
Staff included in your packet a summary schedule of the developer's request of
expenditures for reimbursement.
EXHIBIT C DOCUMENTS
T.I.F. debt service requirements
Billy Campbell, City Manager
August 10, 2001
Page 2
EXHIBIT D DOCUMENTS
T.I.F. Amended Project and Financing Plan, August 10, 1999
EXHIBIT E DOCUMENTS
Developer's projections dated September 16, 1997
Financial
Considerations: Reimbursement of Developer's infrastructure cost (Phase 1 and 2) up to
$4,000,000 and $500,000, respectively
Reimbursement for Town Hall parking spaces $389,822
City's Annual Share of Parking Maintenance expense $34,569
Citizen Input/
Board Review: None required
Legal Review: All referenced documents have been submitted to the City Attorney for
review and comments (excluding the summary schedule of the developer's
request of expenditures for reimbursement).
EXHIBIT A
Developer's Agreement Phase 1
Summary of Developer's expenditures for reimbursement
Proposed parking agreement and request for reimbursement
for Town Hall parking lot
OFFICIAL RECORD
SOUTHLAKE TOWN SQUARE
PHASE ONE,
COMMERCIAL DEVELOPERS AGREEMENT
An agreement between the City of Southlake, Texas, (hereinafter referred to as the "City"),
and the undersigned Developer, (hereinafter referred to as the "Developer"), of a
commercial development known as Southlake Town Square - Phase 1, " to the City of
Southlake, Tarrant County, Texas, (more particularly described in Exhibit A attached
hereto, hereinafter referred to as the "Subdivision") for the installation of certain community
facilities and improvements designed to provide city services to the Subdivision and that
are intended to be dedicated as public facilities, as more fully described in this agreement.
1. GENERAL REQUIREMENTS:
A. It is agreed and understood by the parties hereto that the Developer shall
employ a civil engineer licensed to practice in the State of Texas for the
design and preparation of the plans and specifications for the construction
of all public facilities covered by this agreement.
B. Developer will present to City either a cash escrow, Letter of Credit,
performance bond or payment bond acceptable to City guaranteeing and
agreeing to pay an amount equal to 100% of the value of the construction
cost of all public facilities to be constructed by Developer, and providing for
payment to City of such amounts, up to the total remaining amounts required
for the completion of the Subdivision if Developer fails to complete the work
within two (2) years of the signing of this agreement. A Best -rated bonding
company should approve all bonds. All letters of credit must meet the
Requirements for Irrevocable Letter of Credit attached hereto and
incorporated herein.
The value of the performance bond, letter of credit or cash escrow will
reduce at a rate consistent with the amount of work that has been completed
by Developer and accepted by City. Lien releases will accompany each
request for reduction executed by the contractors performing the work. A
performance and payment bond, letter of credit or cash escrow from the
prime contractor(s) or other entity reasonably acceptable to City, hereinafter
referred to as Contractor, will be acceptable in lieu of Developer's obligations
specified above.
C. Developer agrees to furnish to City maintenance bonds, letters of credit or
cash escrow amounting to 20% of the cost of construction of underground
public utilities and 50% for the paving. These maintenance bonds, letters of
credit or cash escrow will be issued prior to the final City acceptance of the
Subdivision and will guarantee for a period of two (2) years that all public
facilities covered by this agreement will be free of defects or failures due to
lliiiiw materials or workmanship. The maintenance bonds, letters of credit or cash
escrow will be issued on. behalf of the contractors performing the work, and
City will be named as the beneficiary if the contractors fail to perform any
required maintenance.
D. It is further agreed and understood by the parties hereto that upon
acceptance by City, title to the public facilities shall be vested in City, and
upon dedication by Developer and acceptance by City, Developer
relinquishes any right, title, or interest in and to the public facilities or any
part thereof. It is further understood and agreed that until City accepts the
public facilities, City shall have no liability or responsibility in connection with
any such facilities. City shall accept the facilities upon their completion in
accordance with the approved plans and specifications. Acceptance of the
public facilities shall occur at such time that City, through its City Manager or
his duly appointed rep; esentative, provides Developer with a written
acknowledgment that all public facilities are complete, have been inspected
and approved and are being accepted by City. Developer agrees to transfer
fee simple title to City by general warranty deed to all street rights -of -way
and other property upon which public facilities are constructed.
E Developer agrees to dedicate and transfer fee simple title to City by general
lliiiw warranty deed to all property intended for park use upon filing of the final
plat. City will allow Developer to perform work on this dedicated property in
conjunction with the development of the Subdivision.
F. On all public facilities included in this agreement for which Developer awards
his own construction contract, Developer agrees to the following procedure:
1. Developer agrees to pay the following:
a. Inspection fees equal to three percent (3%) of the cost of the
water, street, drainage and sanitary sewer facilities, for which
Developer awards his or her own construction contract, to be
paid prior to construction of each phase and based on actual
bid construction cost;
b. Administrative Processing Fee equal to two percent (2%) of
the cost of water, street, drainage and sanitary sewer facilities,
for which Developer awards his or her own construction
contract, to be paid prior to construction of each phase and
based on actual bid construction cost;
C. Trench testing (95% Standard);
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d. The additional charge for inspections during Saturday, Sunday,
holidays, and after normal working hours;
e. Any charges for retesting as a result of failed tests;
f. All gradation tests required to insure proper cement and/or
lime stabilization.
2. City agrees to bear the expense of:
a. All nuclear density tests on the roadway sub grade (95%
Standard);
b. Technician's time for preparing concrete cylinders; and
C. Concrete cylinder tests and concr )te coring samples.
City can delay connection of buildings to service lines or water mains
constructed under this agreement until said water mains and service lines
have been completed to the satisfaction of and accepted by City.
G. Developer will be responsible for mowing all grass and weeds and otherwise
reasonably maintaining the aesthetics of all land and lots in the Subdivision
that have not been sold to third parties. After fifteen (15) days written notice,
should Developer fail in this responsibility, City may contract for this service
and bill Developer for reasonable costs. Such amount shall become a lien
upon all real property of the Subdivision so maintained by the City, and not
previously conveyed to other third parties, 120 days after Developer has
notice of costs.
H. Any guarantee of payment instrument (Performance Bond, Letter of Credit,
etc.) submitted by Developer or a Contractor on a form other than the one
which has been previously approved by City as "acceptable" shall be
submitted to the City Attorney for City and this agreement shall not be
considered in effect until the City Attorney has approved the instrument.
Approval by City shall not be unreasonably withheld or delayed.
I. Any surety company through which a bond is written shall be a surety
company duly authorized to do business in the State of Texas, provided that
City, through the City Manager, shall retain the right to reject any surety
company as a surety for any work under this or any other Developer's
Agreement with City regardless of such company's authorization to do
business in Texas. Approval by City shall not be unreasonably withheld or
delayed.
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J. Developer agrees to fully comply with the terms and conditions of all other
applicable development regulations and ordinances of City. The approved
Development Regulations for the Subdivision are attached hereto as Exhibit
C.
K. Developer agrees that the project will be constructed in conformance with the
Site Plan attached hereto as Exhibit D (hereinafter referred to as the "Site
Plan") and any construction plans and other permits or regulatory
authorizations approved and/or granted by City during the development
review process.
II. PUBLIC FACILITIES:
Developer will install the public facilities in accordance with the approved
plans and specifications. Developer will provide all construction oeriod
funding for construction costs, materials and engineering of the public
facilities. The following additional terms will apply:
A. ON SITE WATER:
Developer hereby agrees to install water facilities to service lots as shown
on the Final Plat of the Subdivision attached hereto as Exhibit A. Water
facilities will be installed in accordance with plans and specifications to be
prepared by Developer's engineer and released by City. Further, Developer
agrees to complete this installation in accordance with Ordinance No. 170
and shall be responsible for all construction costs, materials and engineering.
In the event that certain water lines are to be oversized because of City
requirements, City will reimburse Developer for the oversize cost greater
than the cost of an 8" line. Additionally, City agrees to provide temporary
water service at Developer's request and expense, for construction, testing
and irrigation purposes only, to individual lots during the construction of
buildings, even though sanitary sewer service may not be available to the
buildings.
Developer will construct a 20" water line as part of the project as shown on
the approved construction plans. City will reimburse Developer for the cost
of oversizing this line from 8" to 20".
B. DRAINAGE:
Developer agrees to construct the necessary drainage facilities within the
addition. These facilities shall be in accordance with the plans and
specifications to be prepared by Developer's engineers, released by the City
Engineer, and made part of the final plat as approved by the City Council.
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Developer hereby agrees to fully comply with all EPA requirements relating
to the planning, permitting and management of storm water which may be in
force at the time that development proposals are being presented for
approval by City, or that may be modified by the EPA.
C. STREETS:
If applicable, the street construction in the Subdivision shall conform to the
requirements in Ordinance No. 217. Streets will be installed in accordance
with plans and specifications to be prepared by Developer's engineer and
released by the City Engineer.
1. Developer will be responsible for: a) Installation and two year
operation of street lights; b) Installation of all street signs designating
the names of the streets inside the subdivision, said signs to be of a
ype, size, color and design standard generally employed by
Developer and approved by City in accordance with City ordinances;
c) Installation of all regulatory signs recommended by the Manual on
Uniform Traffic Control Devices and as directed by an engineering
study performed by Developer's engineer and reviewed by the
Director of Public Works.
2. All street improvements will be subject to inspection and approval by
City. No work will begin on any street included herein prior to
complying with the requirements contained elsewhere in this
agreement. All water, sanitary sewer, and storm drainage facilities
which are anticipated to be installed within the street or within the
street right-of-way will be completed prior to the commencement of
street construction on the specific section of street in which the utility
improvements have been placed or for which they are programmed.
It is understood by and between Developer and City that this
requirement is aimed at substantial compliance with the majority of
the pre -planned facilities.
It is understood that in every construction project, a decision later may
be made to realign a line or service which may occur after
construction has commenced. Developer has agreed to advise the
City Director of Public Works as quickly as possible when such a need
has been identified and to work cooperatively with City to make such
utility change in a manner that will be least disruptive to street
construction or stability.
D. ON -SITE SANITARY SEWER FACILITIES:
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Developer hereby agrees to install sanitary sewerage collection facilities to
service lots as shown on the final plat of the Subdivision. Sanitary sewer
facilities will be installed in accordance with the plans and specifications to
be prepared by Developer's engineer and released by City. Further,
Developer agrees to complete this installation in compliance with all
applicable City ordinances, regulations and codes and shall be responsible
for all construction costs, materials, engineering, permits and impact fees.
E. EROSION CONTROL:
During construction of the Subdivision and after the streets have been
installed, Developer agrees to keep the streets free from soil build-up.
Developer agrees to use soil control measures such as hay bales, silt
screening, hydro mulch, etc., to prevent soil erosion. It will be Developer's
responsibility to present to the Director of Public Works a soil control
development plan that will br. implemented for the Subdivision. When in the
opinion of the Director of Public Works there is sufficient soil build-up on the
streets or other drainage areas and notification has been given to Developer,
Developer will have seventy-two (72) hours to clear the soil from the affected
areas. If Developer does not remove the soil within 72 hours, City may
cause the soil to be removed either by contract or City forces and place the
soil within the subdivision at Developer's expense. All fees owed to City will
be collected prior to acceptance of the Subdivision.
Developer shall obtain, prior to start of construction, a NPDES permit from
the EPA and shall provide this permit to City. Developer shall be solely
responsible for insuring compliance with all EPA regulations for erosion
control and storm water management.
F. USE OF PUBLIC RIGHT-OF-WAY:
1. It is understood by and between City and Developer that the public
facilities covered by this agreement provide unique amenities within
public right-of-way, such as landscaping, irrigation, lighting, etc., for
the enhancement of the addition. Developer agrees to maintain these
amenities until the public facilities are dedicated to and accepted by
City.
2. City shall permit building projections into public easements and street
right-of-way consistent with the Site Plan. Developer shall maintain all
such projections in a safe and non -injurious manner and agrees to
indemnify and hold harmless City from any and all damages, loss or
liability of any kind whatsoever by reason of injury to property or third
persons occasioned by its use of the public right-of-way with regard
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to such projections and Developer shall, at its own cost and expense,
defend and protect City against all such claims and demands.
Developer (or assignees) shall provide annual evidence of liability
insurance to City. City shall be informed by the insurance company of
any lapse or cancellation of such liability insurance. (Projections shall
be as defined in the Development Regulations, Section 4.0.)
3. City will maintain all streets, sidewalks, utilities, public parks and other
public facilities from and after the date of dedication of and
acceptance by City of such improvements.
G. DESIGN PARTICIPATION -.
It is understood that this project will include numerous features and amenities
that will impact the aesthetics and maintenance of this area. Developer and
City will develop a supplemental agreement whi .h-will cover the details of
amenity selection and approval.
H. START OF CONSTRUCTION:
Before the construction of the water, sewer, streets or drainage facilities can
begin, the following must take place:
1. Approved payment and performance bonds submitted to City in the
name of City prior to the commencement of any work.
2. At least five (5) sets of construction plans stamped "Released for
Construction" by the City Engineer.
3. All fees required by City to be paid to City.
4. This agreement shall have been executed.
5. Developer, or Contractor shall furnish to City a policy of general
liability insurance.
6. A Pre -Construction Meeting to be held with all Contractors, major
Sub -Contractors, Utilities and appropriate Government Agencies.
III. GENERAL PROVISIONS:
A. INDEMNIFICATION
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DEVELOPER COVENANTS AND AGREES TO INDEMNIFY AND DOES
HEREBY INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS
OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND
AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY DAMAGE
OR LOSS AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY
AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, (INCLUDING, WITHOUT LIMITATION,
REASONABLE FEES AND EXPENSES OF ATTORNEYS, EXPERT
WITNESSES AND OTHER CONSULTANTS), ARISING OUT OF OR IN
CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE
CONSTRUCTION, MAINTENANCE, OCCUPANCY, USE, EXISTENCE OR
LOCATION OF THE PUBLIC FACILITIES, WHETHER OR NOT CAUSED,
IN WHOLE OR IN PART, BY THE NEGLIGENCE OF CITY, ITS OFFICERS,
AGENTS, SERVANTS OR EMPLOYEES, AND SHALL FURTHER BE
LIABLE FOR INJURY OR DAMAGE TO. CITY PROPERTY, ARISING OUT
OF OR IN CONNECTION WITH ANY AND ALL ACTS OR OMISSION;., OF
DEVELOPER, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS, SUBCONTRACTORS, LICENSEES, INVITEES, OR
TRESPASSERS.
B. Venue for any action brought hereunder shall be in Tarrant County, Texas.
C. Approval by the City Engineer or other City employee of any plans, designs
or specifications submitted by Developer pursuant to this agreement shall not
constitute or be deemed to be a release of the responsibility and liability of
Developer, his engineer, employees, officers or agents for the accuracy and
competency of their design and specifications. Such approval shall not be
deemed to be an assumption of such responsibility and liability by City for
any defect in the design and specifications prepared by the consulting
engineer, his officers, agents, servants or employees, it being the intent of
the parties that approval by the City Engineer signifies City's approval on
only the general design concept of the improvements to be constructed. In
this connection, Developer shall for a period of two (2) years after the
acceptance by City of the completed construction project, indemnify and hold
harmless City, its officers, agents, servants and employees, from any loss,
damage, liability or expense on account of damage to property and injuries,
including death, to any and all persons which may arise out of any defect,
deficiency or negligence of the engineer's designs and specifications
incorporated into any improvements constructed in accordance therewith,
and Developer shall defend at his own expense any suits or other
proceedings brought against City, its officers, agents, servants or employees,
or any of them, on account thereof, to pay all expenses and satisfy all
judgments which may be incurred by or rendered against them or any of
them in connection herewith.
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D. This agreement or any part thereof or any interest herein, shall not be
lliiiw assigned by Developer without the express written consent of the City
Manager, which shall not be unreasonably withheld or delayed.
E. On all public facilities included in this agreement for which Developer awards
his own construction contract, Developer agrees to employ a construction
contractor who is approved by City, which approval shall not be
unreasonably withheld or delayed, said contractor to meet City and statutory
requirements for being insured, licensed and bonded to do work on public
projects and to be qualified in all respects to bid on public projects of a
similar nature.
In addition, Developer, or Contractor shall furnish the payment and
performance bonds in the name of City prior to the commencementof any
work t.-Ireunder and shall also furnish to City a policy of general liability
insurance.
F. Work performed under this agreement shall be completed within two (2)
years from the date thereof. In the event the work is not completed within
the two (2) year period, City may, at its election, draw down on the
performance bond, letter of credit or other security provided by Developer
and complete such work at Developer's expense; provided, however, that if
the construction under this agreement shall have started within the two (2)
year period, City may agree to renew the agreement with such renewed
agreement to be in compliance with City policies in effect at that time.
G. Prior to final acceptance of the Subdivision, Developer shall provide to City
three (3) copies of Record Drawings of this project, showing the public
facilities as actually constructed. In addition, Developer shall provide
electronic files in a Axf format showing the sanitary sewer plan and profile,
storm drain plan and profile, street plan and profile, and water line plan.
IV. OTHER ISSUES:
A. OFF -SITE DRAINAGE:
Developer has agreed to design on -site detention facilities so that there is no
increase in storm water runoff from the Subdivision. In the event that
Developer, with City's review and approval, chooses to modify this design,
then Developer shall contribute to off -site improvements as needed to
increase the off -site capacity to handle the increased runoff.
B. OFF -SITE SEWER AND WATER FEES:
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There are no off -site sewer, off -site drainage, or off -site water structures
required for the Subdivision.
C. PARK FEES:
Developer is entitled to 100% credit for park dedication fees applicable to
the Subdivision and also shall be allowed to carry forward 0.9 acres
($36,590) credit to future phases of development.
D. TREE PRESERVATION ORDINANCE:
All construction activities shall meet the requirements of the Tree
Preservation Ordinance No. 585-A (and any amended versions).
E. CITY'S PURCHASE OF LAND AND RIGHT-OF-WAY:
In connection with the development of the subdivision, City has created a
Tax Increment Reinvestment Zone No. 1 (the "TIRZ") to promote the
development of a "downtown" area of City and to provide for funding in
connection with the construction and purchase of certain public facilities.
Because the Subdivision will serve as City's "downtown" area, City deems
it necessary to obtain fee simple title to all street rights -of -way and real
property upon which public facilities will be constructed. This purchase will
include the fee simple title to all park land within the Subdivision, which
includes in excess of the minimum requirements of City's Subdivision
Ordinance. Developer will convey the above property to City by general
warranty deed. In consideration for such conveyance, City agrees to pay
Developer, subject to the conditions and limitations set forth in Section IVY.
below, the following sums:
1. Forty percent (40%) of the cost of all streets, sidewalks,
landscaping and associated street scape improvements
identified on Exhibit B, not to exceed $2,900,000.00.
2. The cost of the design and construction of public park facilities
identified on Exhibit B as the "Town Square Park" and the
"Bandshell Park", including all landscaping, paving, special
structures and other amenities constructed therein, not to
exceed $1,130, 000.00.
3. The total expenditure by City for all street rights -of -way and
park property shall not exceed $4,000,000.00. If City's cost
under Paragraph IV.E.1. is less than $2,900,000.00, such
excess monies may be applied to the costs of the public park
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facilities under paragraph IV.E.2.; provided, however, any
costs over $4,000,000.00 shall be at Developer's sole
expense.
4. Developer agrees to pay the up -front cost of design and
construction of the proposed traffic signal at street "B" and
F.M. 1709 as depicted in the Site Plan. City will reimburse
Developer for up to 50% of the final cost of design and
construction of such signal, not to exceed $40,000.00. This
payment toward the traffic signal shall be additional
compensation for the street rights -of -way and parks and shall
be over and above City's payments under Paragraphs IV.E.1.,
2., and 3.
F. PAYMENTS TO DEVELOPER:. 4
1. City's payment obligations under Section ME. are expressly
contingent upon:
a. City's participation in the TIRZ;
b. the dedication by Developer and acceptance by City of
all public facilities;
C. completion by Developer of the initial six (6) buildings in
the Subdivision, containing not less than 250,000 gross
square feet of building area, identified as Phase I on
Exhibit D;
d. the issuance of certificates of occupancy for eighty
percent (80%) of the retail users within the 250,000
gross square feet identified in Paragraph W.F.I. above
and;
e. the availability of funds from:
1) incremental real property tax revenues within
the TIRZ (the "TIRZ tax revenues");
ii) incremental business personal property city tax
revenues generated within the Subdivision (the
"personal property tax revenues"); and
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iii) incremental 1 % City General Fund sales tax
revenues generated within the Subdivision
sufficient to meet obligation as described below.
2. The City's payments to Developer for the rights -of -way and real
property described above shall be met from available TIRZ tax
revenues after payment of the annual debt service for the Joint Use
Facility described in Section IV.J. below, commencing with the tax
year beginning January 1, 2000 (fiscal year ending September 30,
2001). However, should there be insufficient TIRZ tax revenue to
meet the payment obligation to Developer after payment of the annual
debt service for the Joint Use Facility, a combination of the TIRZ tax
revenues, the personal property tax revenues, and sales tax revenues
will be used .for the payment to Developer of the estimated
$4,000,000.00 purchase price. `
a. These payments are anticipated to be made until
September 30, 2018, or until the purchase price of the
$4,000,000.00 is paid.
b. In the event the city wishes to accelerate repayment of
this amount, it shall be based upon the principal amount
�W outstanding at that time. The amortization schedule
shall be jointly agreed upon by City and Developer and
approved by separate agreement.
C. If annual revenues received from the three taxing
streams (the TIRZ tax revenues, the personal property
tax revenues, and the sales tax revenues) are not
sufficient to cover the debt service for the Joint Use
Facility, no payment shall be made to Developer for that
year.
d. After payment of debt service for the Joint Use Facility,
the remaining revenues from the three taxing streams
identified above shall be dedicated to payment to
Developer, not to exceed the annual debt service
payment described in the amortization schedule agreed
upon by City and Developer.
3. If an initial certificate of occupancy is not issued for the Subdivision
within two (2) years from the date of execution of this agreement,
SOUTHLAKE TOWN SQUARE PHASE ONE COMMERCIAL DEVELOPER'S AGREEMENT PAGE 12
D:\WP-FILES\ORD-RES.AGR\TOWNSQ-3.WPDJanuary 16, 1998/kb
City's obligation will be null and void and City should be released from
any obligation to make the payments provided above.
G. CHANGE IN USE:
In the event that City determines to change the use of any real property in
the Subdivision which is purchased pursuant to this agreement for street
rights -of -way or public park purposes, any design of structures shall be
subject to the review and approval of the Subdivision's Architectural Review
Committee ("ARC") which shall be formed prior to City's purchase of such
street rights -of -way and/or public park(s).
H. DRIVEWAY RELOCATION:
Developer agrees that upon relocation of North Carroll Avenue substantially
as shown .gin the Site Plan, Developer will relocate the driveway of Mr,
Jurgen Strunck located at 200 North Carroll Ave., Southlake, Texas 76092,
in accordance with plans approved by Mr. Strunck, City and Developer, at
Developer's sole cost and expense.
NORTH CARROLL AVENUE RELOCATION AND WIDENING:
The Site Plan includes the relocation and widening of North Carroll Avenue
4iiw in accordance with preliminary plans and specifications provided to
Developer by City. Terms of such relocation and widening shall be as
follows:
1. Developer will dedicate approximately 1.985 acres of land as shown
on the Final Plat to allow for construction of the road improvements.
In consideration for this dedication, City agrees to vacate the existing
North Carroll Avenue right-of-way and to quit claim same. City will
acquire all other necessary easements or rights -of -way from adjacent
landowners. Developer will cooperate with City in obtaining the
consent of such adjacent landowners.
2. City will employ a civil engineer and other outside consultants as
necessary for the design and preparation of the final plans and
specifications for the relocation and widening of North Carroll Avenue.
3. City will pay all construction costs, materials and engineering,
including all earthwork, infrastructure, paving, landscaping, traffic
light(s) (including the relocation thereof, if necessary), and other
improvements and related costs associated with the North Carroll
Avenue realignment and widening project. Such costs shall be in
SOUTHLAKE TOWN SQUARE PHASE ONE COMMERCIAL DEVELOPER'S AGREEMENT PAGE 13
D:\WP-FILES\ORD-RES.AGR\TOWNSQ-3.WPDJanuary 16, 1998/kb
addition to the payments by City to Developer under Section IV. E. of
this agreement.
4. Completion of the North Carroll Avenue work will not be a condition
precedent to completion of Developer's performance with respect to
the Subdivision, and will not be a condition precedent to or delay
Developer's receipt of certificates of occupancy for buildings within the
Subdivision, City's acceptance of public facilities constructed by
Developer, City's payment obligation as described in Section IV. E.
herein, or otherwise.
J. CITY HALL:
Developer will convey fee simple title to City by general warranty deed to
approximately .0.689 acres of laced for a new joint use City/ Administration
Facility (hereinafter referred tc--'as the Joint Use Facility). Concurrently
herewith, Developer and City will enter into an agreement for design,
development, construction and operation of the Joint Use Facility. The terms
of that agreement will be substantially in accordance with the Memorandum
of Understanding attached hereto as Exhibit E.
K. CONSTRUCTION PERMITTING AND OVERSIGHT:
City will allow development of the Subdivision to occur under a staged
building permit. Separate permits or approvals may be issued to
allow the following stages of construction to proceed in sequence. A
permit for any stage of construction may be processed for review and
approval independently of submission or approval of final design and
construction drawings for any subsequent stage of construction:
a. grading and sitework;
b. utilities and paving;
C. foundation and superstructure; and
d. final building permit.
2. City will process applications for construction approvals in accordance
with its guidelines; provided, however, City will hire additional
personnel or contract with private companies for engineering
consulting services as may be needed to allow for the timely review
and approval of construction plans pursuant to this paragraph. If
necessary to facilitate efficient response time, City will provide an on-
SOUTHLAKE TOWN SQUARE PHASE ONE COMMERCIAL DEVELOPER'S AGREEMENT PAGE 14
D:\WP-FILES\ORD-RES.AGR\TOWNSQ-3.WPDJanuary 16, 1998/kb
site person for permit review and approval and for inspection
functions. In the event City provides such on -site person, Developer
will provide housing on -site for such person at no cost to City.
L. PUBLIC SAFETY FACILITY:
Developer agrees to provide space for a Department of Public Safety
Satellite Facility within the Subdivision. The location and size of this facility
will be covered by a separate agreement to be developed once final building
plans have been completed.
SIGNED AND EFFECTIVE on the date last set forth below:
2Q��pY P&' KI7TEXAS
N
h STAof �' My Co
SOUTHLAKE VENTURE WEST L.P.
By: Rialto Southlake West, LS
its General Partner
By: CS Southlake Property West, LLC
its General Partner
SOUTHLAKE VENTURE EAST L.P.
By: Rialto Southlake East, L.P.
its General Partner
By: CS Southlake Property East, LLC
its General Partner
By:
Brian R. Stebbins, President
CS Southlake Property West, LLC and
CS Southlake Property East, LLC
ATTEST:
Notary Public:
Type or Print Notary Name:
My Commission Expires: 2 7 9
SOUTHLAKE TOWN SQUARE PHASE ONE COMMERCIAL DEVELOPER'S AGREEMENT PAGE 15
D:\WP-FILES\ORD-RES.AGR\TOWNSQ-3.WPDJanuary 16, 1998/kb
CITY OF SOUTHLAKE
B
Y•
W. Ralph Evan , Mayor Pro Tern
Address: 1725 E. Southlake Blvd., Southlake, Texas 76092
Date:
v
ATTEST:
By:
Sandra LeGrand, City Secretary
Date: L
SOUTHLAKE TOWN SQUARE PHASE ONE COMMERCIAL DEVELOPER'S AGREEMENT PAGE 16
D:\WP-FILES\ORD-RES.AGR\TOWNSQ-3.WPDJanuary 16, 1998/kb
REQUIREMENTS FOR IRREVOCABLE LETTER OF CREDIT
1. The Letter of Credit (L of C) must have a duration of at least one year.
2. The L of C may be substituted for utility security deposits exceeding $10,000.00.
The City reserves the right to specify the face amount of the letter of credit.
3. The L of C must be issued by an FDIC -insured bank in a form acceptable to The
City of Southlake. The City reserves the right to approve/disapprove the bank
issuing the Letter of Credit.
4. The L of C must be issued by a bank that has a minimum capital ratio of six (6%)
percent, and has been profitable for each of the last two consecutive years.
5. The customer must provide The City with supporting financial information on the
bank to allow the City to ascertain requirements are met. Suitable financial
information would be the previous two (2) years December 31 Call Reports
submitted to the FDIC and audited financial statements.
6. Partial drawings against L of C must be permitted.
7. The City must be able to draft on sight with proof of amount owed.
8. The customer pays any and all fees associated with obtaining L of C.
9. Expiring letter of credit must be replaced by substitute letters of credit at least 30
days prior to the expiration date on- the L of C held by The City.
SOUTHLAKE TOWN SQUARE PHASE ONE COMMERCIAL DEVELOPER'S AGREEMENT PAGE 17
D:\WP-FILES\ORD-RES.AGR\TOWNSQ-3.WPDJanuary 16, 1998/kb
EXHIBIT A
LEGAL DESCRIPTION
STATE OF TEXAS 3
COUNTY OF TARRANT 3
WHEREAS WE. the F-tchtel Group. a Texas General Partners%!p. Carol G. Pt:erka. L.?rrle W. Beck
-t:4
Leslie W. Klinvman. are ill of the ov;ners of _ :rac- of land situace, in the Richar-,i Earls Sur-,ey. abstract No.
481. County of Tarrant. aecarding :he Ce_;i; .., nrded in 1' ,iume 98 l 1. Pa�Te i =1 i . �� Fiume 8� iti. Pant
595; Volume 9799, Pave 1213: Volurne 98=9. Pave 115. Voiume 9799. Pave .208 and Volume 98=9. P_v
_ _ _e
2110. Deed Records. Tarrant County. Texas and mere particularly described as follows:
BEING a 42.013 acre tract of land situated in :he Richard Eads Survey. abstract No. 481 iecaced in :he City
of Southlake. Tarrant County. Texas. Said :rapt being a portion of a 73.669 acre tract as conveyed :o The
Fechtel Group. a Texas General Partnership as recorded in Voiume 9811. Page 1241 and being a portion or. a
58.0193 acre tract as conveved to Caroi G. Pe:erka as recorded in Volume 8516. Page 595. Lome W. Beck as
recorded in Volume 9799. Page 1213 and Voiume 9849. Pace 2115. and Leslie W. Klinvman as recorded in
Volume 9799, Page 1208 and Volume 9849, Page 1210, Deed Records. Tarrant County. Texas. Said 42.013
acre tract being more particularly described by metes ar.{( bounds as follows:
C01v1)YlENC1'NG at the southwest corner of _ut .. Richard Eads No. 481 Addition. Cabinet A. Siide 585
P.R.T.C.T. also being located in the east right-of-way line of North Carroll Avenue ( a variable width
R.O.W.);
THENCE North 89°41'56" West for a distance of '2.00 feet for a point. said point being in the west line of
said Richard Eads Survev and the Centel -line of said North Carroll avenue:
THENCE South 00*11'06" East, along said Centerline for a distance of 1237.93 feet to a 5;8 inch iron rod set
in concrete for the POINT OF BEGINNING, -
THENCE East, leaving said Centerline for a distance of 574.33 feet to a IA inch iron rod set for corner:
THENCE North 154.77 feet to a .A inch iron rod set for comer:
THENCE North 30°00'00" East, 279.56 feet to a !4 inch iron rod set for corner;
THENCESouth 60°00'00" East, 1,223.00 feet to a 1A inch iron rod set for comer;
THENCE South 30°00'00" West, 331.80 feet to a « inch iron rod set for comer;
THENCE South 531.88 feet to a 5/8 inch iron rod set in concrete for comer, said point being in the north
right-of-way line of East Southlake Boulevard /F.M. 1709 (a 130 foot R.O.W.):
THENCE North 88°55' 18" West, along said north right-of-way line, for a distance of 301.27 feet to a 518 inch
iron rod found for corner;
THENCE North 88°54' 16" West, for a distance of 1,303.14 feet to a 518 inch iron rod set in concrete for
comer, said point being the intersection of said north right-of-way line, with the Centerline of North Carroll
Avenue, and said west line of Richard Eads Survey;
THENCE North 00°11'06" West, along said Centerline of North Carroll Avenue 1,003.27 feet to the POINT
OF BEGINNING and CONTAINING 1,830,082 square feet or 42.013 acres of land, more or less.
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EXHIBIT B
HCB CONTRACTORS
SOUTHLAKE TOWN SOUARE
E1
ITEM DESCRIPTION
11 INFRASTRUCTURE
A) MASS EXCAVATION 3 EARTHWORK
CLEAR 3 GRUB SITE
ROUGH GRACE (Avq 3.0 CuVFiII)
EROSION CONTROL
SUBTOTAL MASS EXCAVATION R EARTHWORK
B) STREETS i CURBS
GRADING FOR LIME
STORM DRAINAGE
WATER SERVICES
SANITARY SEWER
OTHER UTILITIES ••
STREET PAVING
LIGHTING DISTRIBUTION 6 GRAPHICS '•'
SUBTOTAL STREETS R CURBS
C) OFF -SITE ROADWORK
TRAFFIC SIGNAL WORK
ROAD MOOIFICATIOr .;
SUBTOTAL OFF -SITE ROADWORK
0) SIDEWALKS
GRADING FOR LIME
STREETSCAPE
SIDEWALKS / PAVING
STREET FURNITURE
STREET TREES, PLANTERS. IRRIGATION, DRAINAGE
MISCELLANEOUS OTHER ITEMS
SUBTOTAL SIDEWALKS
OTY.
40 ac
125,000 cy
1.742.400 sf
1.742,400 sf
33.393 sy
4,234 If
4.234 If
4.234 If
1 Is
4.234 0
1 Is
4.234 If
1 Is
1 Is
1 Is
20.375 sy
8.408 If
8.488 If
8,468 If
8.d88 If
1,498 N
ZMh-rIC PARKS
Al TOWN SQUARE
LANDSCAPING (HARDSCAPE / SCFTSCAPE)
FOUNTAIN ALLOWANCE
37.500 sf
81 BANDSHELL SQUARE
1 Is
LANDSCAPING (HARDSCAPE / SOFTSCAPE)
FOUNTAIN ALLOWANCE
37,800 sf
13ANDSHELL PAVILION
1 Is
C) SPECIALTY LIOHTINO AND POWER FOR PARKS
1 Is
PARK LIGHTING AND EVENT POWER •'•
75,600 sf
SUBTOTAL PUBLIC PARKS
79,900 sf
TOTAL PARKS
71,900 sf
TOTAL INFRASTRUCTURE (Including Parks)
1,742,400 sf
B-1
HCB CONTRACTORS
ROUGH OROER OF MAG W UDE ESTPAATE
CIVIL - INFRASTRUCTURE
ITEM / DESCRIPTION
Taal
MASS EXCAVATION A EARTHWORK
CLEAR i GRUB SITE
iEA PORARY PE.RIAIETER FENCE (narin 6 rift sloes)
31M LF
C EAR S GRUB SITE
40 AC
SUBTOTAL CLEAR 4 GRUB SITE
40 AC
ROUGH GRADE lave"CWPMI
TEMPORARY ROADS mmm CONSTRUCTION
1 LS
CJT I FILL 1CWFi1. HauoM
125.000 CY
SUBTOTAL ROUGH GRADE
125.O90 AC
EROSION CONTROL _
EROSION CONTROL
1.742.400 SF
SUBTOTAL EROSION CONTROL
1.742.A00 SF
SUBTOTAL MASS EXCAV. EARTW4ORK
1.74XADO SF
GRADE FOR LNE NME Pavelol
GRADING FOR LRAE
33.393 SY
SUBTOTAL GRADE FOR LOWE
33.383 SY
STORM DRAINAGE
STORM ORANAGE PIPING on
1.906 LF
STORM ORANAGE PIPNG Q71
= LF
STORM DRAINAGE PIPING (24-1
STORM DRMVAGE MPNG aM
ti ' OS LF
AMT
STORM DRAINAGE 84PM CIO1
4W LF
STORM DRAD44GE PIPING I361
30 LF
STORM ORAN"" PIPING f391
341 LF
STORM DRAIMf.E PIPING (An
206 LF
r PVC STOMA
514 LF
6• PVC STORM
245 LF
I r PVC STORM
166 LF
1: PVC STORM
174 LF
15' PVC STORM
145 LF
PVC STORM FITTING
1 LS
OG ROOF DRAW STUBOU(S
32 EA
r ROOF DRAW STUBOUTS
6 EA
SLOTTED ORANB It21
140 LF
SLOTTED DRAINS f1Y1
1.640 LF
SLOTTED DRAINS (7.11
180 LF
VALLEY GUTTERS a SLOTTED DRAINS
2.100 LF
ATCH BASH Q BUILDINGS
3 EA
2-ft T Box CULVERT
36 LF
3C 7YPE B HEADWALL
3 EA
36-7YPE B HEADWALL
1 EA
24' TYPE C HEADWALL
1 EA
36'TYPE C HEADWALL
1 EA
WATER SERVICES
- PVC WATER SVC -0 BLOGS /620 LFI
11 EA
7 PVC WATER SVC TO BLDGS (280 LF1
6 EA
6.OR PVC WATER
BBB LF
6.OR PVC WATER (FNtE)
540 LF '
1. OR PVC WATER
3.140 LF
r CATE VALVE Wr BOX
-
47 EA
a' GATE VALVE W1 BOX
23 EA
?*BLOWOFs VALVE
5 EA
S DOUBLE GATE VALVE i DETECTOR CHECK
7 EA
FIRE HYDRANTS
24 EA
O.1. FITT14G5
1.00 LS
COMVECTTO E7USTNG (1746 levee) BENDS)
2 EA
CUT 4 PLUG EJ' ISTNG 1?
1 FA
TRENCH SAFETr
9.5W LF
SPOIL REMOVAL FROM SITE
1 LS
G
TES WATER LINES
I LS
SUBTOTAL WATER SERVICES
4.254 LF
B_2
HCB CONTRACTORS
ROUGH ORDER OF MAGWTUOE ESTBAATE
'ML• INFRASTRUCTURE
MEN ll1R.TTIES
PRNATE UTILRIES TO BE PROVIDED 1 LS
BY OTHERS,
SUBTOTAL OTHER UTLMES 1 LS
STREET PAYING
PAVING - STREET IO
LIME PREPARAT)ON 1.157 SY
BLUE -TOP AFTER LMLIIY WORK 1.157 SY
T ASP 'IALT ROADWAY 1 1ST sY
L0"rM 4N L GRAPFBC.S
1'U ELECTRIC �+
UNDERGROUND ELECTRICAL SYSTEM f11
1 LS
?AD MOL INM TRANSFORMERS Ol
1 LS
=ONOUrrS Arlo OUCTLAW
oyERMEAO mirmainaN RELOCJITION ID
1 L3
4IZTER BCLAPMENT AND BASES M
STR--TLIGNIs RI
1 Ls
S(TE 3RAP"CS fPRM
1 LS
SUBTOTAL LJGHTNP DISTR. i GRAlMCS
1 LS
OFF.SRE ROADWORK
TRAFFIC SIGNAL WO
-W'I : SIGNAL O 17M A STREET -B'
1 Ls
AL: CARROLL AVE. WORK DELETED
1 LS
SUBTOTAL OFF.4TE ROADWORK
1 LS
ROAD tlFOO1PICAT1O1Lt
'
DECELERATION LANE o 1709
1 EA
CJRBS CUTS
] EA
SUBTOTAL ROAD MOOIFCCATIONS
1 LS
SUBTOTAL OFF.VrE ROADWORK
1 LS
La
B-3
CONTRACTORS
I ORDER OF MACWrUOE ESTV"TE
NFIIASTRUCTURE
REIN l DESCRIPTION
TNe4
Ow.any U.AL
SIDEWALKS
CRAONG FOR
GRADE FOR LIME Islae.41 — type OACI
8.344 SY
GRADE FOR LIME (elae.Al o.w4wre..I4r)
4.720 ST
GRADE FOR LMIE fmk ky-wg4" a RI
7.311 SY
SUBTOTAL CRAONC FOR LJME
20.37S SY
STREETSCA►E
STRE_ET'B'
SIDEWALKS A PAVING
STREET SIDEWALKS
6.605 SF
AOARANIPS
2 EA
SUBTOTAL MOEWAUU A PAVING
6.065
STREET FUR7f7URE
TRASH RECEPTICALS
B EA
BIKE RACKS
2 EA
BENCHES
0 EA
SUBTOTAL STREET FURNITURE
0 EA
STREET TREES PLANTERS. IRRIGATIOK DRAINAGE
TREE GATE SUPPORT GALV IRON
0 Las
TREE GATES
0 EA
SHRUBS 0 BENCHES
0 EA
CAUPER TREE 0 BENCHES
0 EA
GROUND CVR 0 BENCHE3
0 SF
3.V CAUPER TREES Q STREET
14 EA
GROUND CVR a 3S' CAUPER TREES
446 SF
GROLW CVR O PLANTERS
01 SF
SER► UM SOO
36 SY
IRRIGATION
22M SF
TREE ORAR4AGE
14 Ell
TREE WELL COrOUTS A IRRIG. SLEEVES
8 EA
SUBTOTAL TREES. PLANTERS IRRIC...
2.2f0 SF
�Cf]J.EOILS OTNQ TT9LS
POLE FIXTURES
POLE BASES
0 EA
0 EA
STRIPING
0 LF
•RECASTBUAPER STOPS
0 EA
SUBTOTAL MSC. OTHER RE)AS
0 EA
SUBTOTAL STREET'B'
710 LF
ST_RE�EET'7
AOEWALKS A PAVING
STREET SDEWALKS
16.755 SF
FADE OUT STEPS
175 LF
ADA RAMPS
20 EA
SUBTOTAL S6DEWALKS A PAVING
14.735
STREET FURNITURE
iRAS14 RE---WnCALS
t t °A
BIKE RACKS
4 EA
SEINCHEB
6 5A
SUBTOTAL STIIEET FURNITURE
23 EA
MSCELLEOUS OTHER TTflAS
:IGFR POLE FIXRKHES 0 EA
LIGHT POLE BASES 0 EA
STRIPING 1.751 LF
PRECAST BOWER STOPS *04 EA
SUBTOTAL NUM. OTHER ITEJRS 0 EA
ATOTAL STREET'C 021 LF
B-4
HCB CONTRACTORS
ROU71 ORDER OF IMOITUDE EST7RATE
NFRASTRUCMRE
REM � DESCRIPTION
ToIN
VNEET'C'• PARKSOE
SIDEWALKS A ►AVNG
STREET SIDEWALKS
6.261 SF
ADA RAMPS
7 EA
SUBTOTAL SIDEWALK: A PAVNG
6.201
STREET FURNITURE
TRASH RECEP r-46L
3 EA
BIKE RACKS
0 EA
BENCHES
1 EA
SUBTOTAL STREET PU LWMItE
A EA
k%SCELL.EOUS OTHER Mass
LIGHT POLE FIXnAES 11 EA
LGHT POLE BASES 0 EA
STRII N 0 LF
PRECAST BUMPER STOPS 0 EA
SUBTOTALM= OTHER ITMRS 0 EA
SUBTOTAL STREET'C PARKSIDE 023 LF
STREET -0
SIDEWALKS A PAVNG
STREET SIDEWALKS _ —
16 76S SF
F E OUT STEPS
21A L:
'CE RAMPS
SU OTAL SIDEWALKS A PAVNG
10 LF
20 EA
16.7IS
STREET FURMTURE
TRASH RECEPTICALS
11 EA
BENCHIES
6 EA
BIKE RACKS
A EA
SUBTOTAL STREET FURIITURE
27 EA
MSCELLEOUS OTHER ITETRS
u %OLE FOCTURES 0 a
LXi1T POLE BIASES 0 EA
STRIPING 1.751 LF
►RECAS'. KUPER STOPS 104 EA
SUBTOTAL IBSO. OTHER ITEMS 0 EA
SUBTOTAL STREET'0. 021 LF
. B-.5
HCS CONTRACTORS
ROUGH ORDER OF MAG TTUDE EST7IM TE
CML- INFRASTRUCTURE
REM I DESCRIPTION
BrlAEET O-•ARKSO
SIDEWALKS A PAVING
Tom,
a.r.Rr U.AL
STREET SIDEWALKS
6,761 SF
ADA RAMPS
7 EA
SUBTOTAL SIDEWALKS A PAVING
6.261
STREET FURNITURE
TRASH RECEPTTCAL
7 EA
BIKE RACKS
0 EA
BENCHES
I EA
SUBTOTAL STREET FURNITURE
4 EA
-, EM IN OTHER rron
LWN POLE F=URES 11 EA
UG tT POLE BASES 0 EA
STRIPING 0 LF
PRECAST BUMPER STOPS 0 FA
SUBTOTAL 00C. OTHER ITEMS 0 EA
SUBTOTAL STREET'O' PARKSIDE 623 LF
STREET 7'
RBBCELLEOUS OTHER ITEMS
IIGHT'01E FUCTUR..S 0 EA
LIGHT POLE BASES 0 EA
340 LF
PRECAST WAVER STOPS 27 EA
SUBTOTAL MISC. OTHER TTETAS 0 FA
SUBTOTAL STREET 7' 200 LF
B-6
r.
'4C8 CONTRACTORS
ROUGH ORDER OF MAGNITUDE ESTIMATE
=ALz-RASTRUCTURE
ITEM I DESCRIPTION
TWW
um my
oU.K
STREET ^-. ►ARK7ei
SIDEWALKS a PAVNG
STREET SIDE--
3.304 SF
ACA RAMPS
1 EA
' UBTOTAL SIOEWALKS a PAVV/G
2.304 SF
STREET FURWnME
TRASH RECEPTICALS
2 EA
BENCHES
2 EA
BIKE RACKS
0 EA
SUBTOTAL STREET FURNMWE
4 EA
MSCELLECUs OTHER "Im
TIGHT POLE FOQURES 0 EA
JGHT POLE BASES 0 EA
STRIPM 0 LF
PRECAST BUMPER STOPS 0 EA
SUBTOTAL I110C. OTHER ITEILS 0 EA
SUBTOTAL STREET T PARKME 200 LF
TRIzT't'
21OEVVALKS a PAVM
STREET. SIDEWALKS
20.019 SF
FAD TSTEPS
AD S
S� a ►AVMP
-rREET FURNITURE
SOD LF
14 EA
21LIll Sf
'WASH RECV'nCALS
M EA
BENCHES
B
SIKE RACKS
4 EA
SUBTOTAL STREET FURNTURE
u EA
LSCPLLEOUS OTHER IT®IS
-KiMT POLE FIXTURES 0 EA
ANT POLE BASES 0 EA -
STAIPV9G 2.040 LF
PRECAST BVMPER STOPS 1B0 EA
SUBTOTAL IBC. OTHER TTEIB 0 EA
:UBTOTAL STREET -A- 1.257 LF
B-7
WC CONTRA
ROER OF IKAGWTUOE ESTNATE
IIASTRUCTURE
ITEM 1 DESCRIPTION
Ta.I
OurmlT U.AL
STREE''U' • ►ARKSIO£
SIDEWALKS L ►AVNI
STREET SIDEWALKS
5.564 SF
ADA RAMPS
H EA
SUBTOTAL SIDEWALKS i ►AVMG
S•SBO SF
STREET FURNITURE
TRASH RECEPTIGLLS
0 EA
BENCHES
0 EA
BIKE RACKS
0 EA
SUBTOTAL STREET FURNITURE
0 EA
ueern anus OTHER ITE7fS
LIGHT POLE FIXTURES H EA
LIGHT POLE BIASES 0 EA
STRIPMG 0 LF
PRECAST SA+PER STOPS 0 EA
SUBTOTAL IBSC OTHER ITEMS 0 EA
SUBTOTAL STREET'i' - PARKSDE 1257 LF
STR_ EF'S'
UNP-M
0 SF
0 EA
SUBTOTAL SIDEWALKS i ►AVMG
0 SF
STREET FURWTURE
TRASH RECEPTICAlS
2 EA
BLS
] EA
BIKE RACKS
0 EA
SUBTOTAL STREET FURWTURE
S EA
MISCELLEOUS OTHER ITEMS
-*HT POLE FIXTURES 0 EA
:KWM POLE BIASES 0 EA
STRIPMG 560 LF
PRECAST StAM£R STOPS 27 EA
SUBTOTAL mC. OTHER Ti'EBLS 0 EA
SUBTOTAL STUTEET'S' Z00 LF
. B-8
HC8 CONTRACTORS
-000A4 ORDER OF o1A494TTUDE EST71tATE
VIL • INFRASTRUCTURE
REM! DE+^CRIrnoM
Tow
0—*" U.ML
STREET
SIDEWALKS A ►AV04G
STREEE71 SK)EWALKS
!F-29 SF
ADA RAMPS
4 EA
SUBTOTAL SIDEWALKS A ►AVW G
5.=9 Si
STREET F» &MME
TRASH RECEPTICALS
0 FA
BEN04ES
0 EA
BIKE RACKS
c EA
SUBTOTAL STREET FLRMTURE
0 EA
NOCELLEMO OTHER KEYS
—I POLE FIXTURES 4 EA
LIGHT POLE BASES O EA
STRIPING U LF
PRECAST 9LA OmR STOPS O EA
$=TOTAL HtTC OTHER TEAS 0 EA
SUBTOTAL STREET Y' . PARKSWE 2D0 LF
STREET 17w
SWEWALKS A PAVWG
-FREET SUDEWALKS
7.448 SF
RAMPS
BTOTAL SRIEHVALKS A PAVRW
0 EA
7A40 SF
STREET FURIRURE
TRASH RECEPTICALS
11 EA
3&JCHFS
0 EA
BIKE RIIL:iLS
4 EA
SUBTOTAL STREET FURMTtME
15 EA
MISCELLEDUS OTHER RENTS
LIGHT POLE FOUVRES 0 EA
UGFT PDLE BASES 0 EA.
STRIPING 0 LF
�RECAS7 BLMPER STOPS O EA
AU[TOTAI H[[C. OTHER REDS ' 0 EA
iU[TOTAL STREET 17120 1.1114 LF
B-9
NCB CONTRACTORS
Cy'7UCH ORDER OF MAG WDE E.TTTIATE
4-NFRASTRUCTURE
REM I OESCRIPTRIN
Tail
Ou"WY U.AL
CARROLL AVENUE
MOEWALKS L PAVING
STREET SIDEWALKS
6.042 SF
ADA RAM/5
I EA
SUBTOTAL SIDEWALKS i FAVNG
1."2 SF
STREET FURI'ElURE
MIJH RECEpTICAL S
5 EA
SEHCMES
0 EA
SIKE RACKS
2 EA
SUBTOTAL STREET PUMRURE
IRA .
IMSCELLEOW OTIM ITEMS
UT31T POLE FDBURES O EA
LIGHT POLE USES 0 EA
STRPNf 0 LF
PRECAST ouLv-ER STOPS 0 EA
SUBTOTAL MSC OTHER ITEMS 0 EA
SUBTOTAL CAR—" AVENNE 1 103 LF
B-10
HCB CONTRACTORS
ROUGH ORDER OF MAGNITUDE ESTWAATE
MML - WRASTRUIMRE
REM I OESCRIFTKAN
Tar
O.-day U.M.
IA RY OF T G R
51 EWAlK2 I PAVNG
STREET'-
6.665 SF
STREET ^
16.765 SF
STREET T-PARKSIDE
6.261 SF
STREET4'
16.765 SF
STREET 4- PARKSIOE
6.261 SF
STREET'r
2.353 SF
STREET'r - PARKSIOE
3.30E SF
STREET'1'
2a.616 SF
STREET'/' • PARKSSOE
S.566 SF
STREETS-
0 SF
STREET'S'-PARKSIOE
5.228 SS
STREET 1709
7M9 SF
CARROLL AVENUE
6.042 SF
SUBTOTAL SIDEWALKS I ►AVM
161.33E SF
STREET FIRRNITURE
STREET T3'
6 EA
STREET *='
23 EA
STREET Z - PARKSIDE
• EA
STRE_r'C-
23 EA
STREET'D'-PARKSIOE
1 EA
STREET'r
B EA
STREETT-PARKSIOE
1 EA
STREET-1-
33 EA
STREET '/'. PARKSIOE
0 EA
STREET'S
5 EA
STREET V - PARKSIDE
0 EA
STREET 1708
15 EA
CARROLL AVENUE
7 EA
SUBTOTAL STREET FURMTURE
136 EA
STREET TREES. PLANTERS. RRRIGATOK DRARIAGE
STREET"r
2200 SF
sTRwr 7
SAMS SF
STREET— - PARKSIDE
1.361 SF
S REr 1'
5.015 SF
STREET''-PARKSIDE
13M SF
STREET"
1.3" SF
STREET''-PARKSIDE
1.3p SF
TREEET•r
man SF
TREET'�'-PARKSIDE
2.160 SF
STREET'"
0 SF
STREET T-PARKSIOE
Z.372 SF
STREET 1706
S5.361 SF
CARROLL AVENUE
IQ.rM SF
SUBTOTAL TREE= PLANTERS. RRRIG-
10731B SF
MISCELLAN000S OTHER ITEMS
STREET"
0 EA
STREET-t-
0 EA
STREET'C'-PARKSWE
0 EA
SrREET "t-
0 EA
STREET -X-PARKSIOE
0 EA
S77REET73'
0 EA
STREET"- PARKSIDE
0 EA
STREr,--r
0 EA
STREET'N'-PARKSIDE
0 EA
STRE-'S
0 EA
STREETS-PARKSIOE
0 EA
STREE'. I7w
0 EA
CARROLL AVENUE
0 EA
SUBTOTAL MIBC. OTHER ITEMS
0 EA
B-11
0 COWMACTORS
ROUGH ORDER OF AIAG►fTUDE ESTBAATE
Oft - INFRASTRUCTURE
IT ELI I DESCRIPTION
Tam1
Our wv UAL
STREETSCAPE TOTALS
STREET'r
710 LF
STREET'C
020 LF
STREET-C- PARKSIDE
020 LF
STREET-'
M LF
STREET"O'- PARKSIDE
02B LF
STREET 7'
200 LF
STREETT-PMKSIOE
200 LF
STREET'4'
1.2S7 LF
STREET -P-PARKSUOE
1M7 LF
STRUT 4
200 LF
STREOR'S'-PARKSIOE
200 LF
STREET 1700
1.165 LF
CARROLL AVETRJE
1.1/0 LF
SUBTOTAL STREETSCA►E (ALL STREETS)
10.0BS LF
SLV MARY OF RMIS BY CATEGORY
SUBTOTAL SOEWALKS I PAVNG
104=8 SF
SUBTOTAL STREET FURNITURE
130 EA
SUBTOTAL TIIEES PLANTERS. IRRIG-„
107.519 SF
SUBTOTAL MR3C. OTHER ffams
0 KA
SUBTOTAL STREEMAPE UAIL STREETSI
10.005 LF
SUBTOTAL SIDEWALKS
104.235 SF
TOTAL INFRASTRUCTURE LESS PARKS
B-12
NCB CONTRACTORS
ROUGH ORDER OF MAGNITUDE ESTIMATE
CML• WRASTRUCTURE
REM I DESCRIPTION Taw
OU.,*" U.M.
"JB KS
TOWN SQUARE MOUNTAIN BLOCKI
ADA RAIUPS 0 EA
FOUWrAN ALLOWANCE 1 LS
SUBTOTAL TOWN SOIL,PIE FOUNTAIN 1 LS
BANDSMELL SQUARE I►AVIUON 6LOCK1
'OUNTAN ALLOWANCE t LS
SUBTOTAL WaSHELL SO, FOUNTAIN 1 LS
SANOSHELL ►AVKJON 2500 SF
SUBTOTAL BANOSHELL PAVILION j.5w SF
:USTOTAL PARKS 75.500 SF
OT RASTRUCTURE INCLUDING PARKS
so AC B-13
EXHIBIT C
DEVELOPMENT REGULATIO`S
In this P.U.D., the following development regulations and standards shall be applicable
and shall control to the extent of any conflict with other development regulations in the
Co,,.rehensive Zoning Ordinance. Landscape Ordinance and Subdivision Ordinance.
1.0 Use Regulations
a. Permitted Uses - Pernitted uses shall be in accordance with the C-3 Zoning
District except as otherwise provided below.
b. Non -Permitted Uses:
The following uses shall not be permitted:
Filling stations or service stations, operating with or without a convenience store.
Frozen food lockers for individual or family use, not including the processing of
food except cutting or wrapping.
Sexually oriented businesses.
C. Uses Permitted by Specific Use Permit Only:
The following uses shall not be permitted without a Specific Use Permit approved
in accordance with Section 45 of the Comprehensive Zoning Ordinance ("Specific
Use Permit"):
pudxmarch.w rd.
Development Reg_i_::ons
FNAL
Sale of previously owned retail goods.
Electrical and gas repair and installation services, except where such
services are provided incidental to the retail sale of electrical and gas
appliances and supplies.
Lodges, sororities and/or fraternities.
Medical care facilities requiring or allowing an overnight stay, to include
hospitals with their related facilities and supportive retail and personal
service uses operated by or under the control of the hospital primarily for
the convenience of patients, staff and visitors.
DR-1
C-1 RECD J U L 2 8 1997
Non mechanical penthouses intended for human occupancy.
tifortuaries, funeral homes and undertakers.
Plumbing and heating appliance repair and instalIa:ion services, except
where such services are provided incidental to the retail sale of plu.^bind
and heating appliances and supplies. All storage of materials must be
indoors within this zoning district.
d. Outdoor Displays and Sales - The following outdoor displays and sales shall be
permitted:
Outdoor temporary removable displays and sales for fairs, festivals and
other'special events held in outdoor spaces by Specific Use Permit.
2. Outdoor vendor sales (with acces'sor;, display and storage) in temporary or
movable structures, including but not limited to sales of seasonal
merchandise, fruit and vegetable market sales, sales of arts and crafts
items, sales of specialty food items, and sales of a similar nature, subject
to prior approval as to any such use by Specific Use Permit. Locations
for outdoor vendor sales shall be approved as part of development plan or
site plan review, as determined by the City Council.
3. Sales from kiosks at locations approved as part of an approved
development plan or site plan, subject to prior approval as to any such use
by Specific Use Permit.
2.0 Accessory Uses - Permitted accessory uses shall be in accordance with the C-3 district.
L-i addition, the following accessory uses shall be permitted:
outdoor dining and seating areas
street furniture, urban design fixtures and streetscape components
3.0 Development Regulations - In this P.U.D., the following development regulations shall
be applicable:
a. Building Height: Subject to the clarifications and modifications listed below, no
building shall exceed three (3) stories, nor shall it exceed fifty-two (52) feet in
height. Nor shall it exceed the elevation of 710 feet NGVD 1929 as specified in
Ordinance 480, Section unless specifically exempted:
43.9• C.l .9 ��)
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Development Reguia"ons
FINAL
DR-2
C-2
1. The reference datum shall be established by the sidewalk or ground
surface elevation along the side of the building fronting onto a public
right-of-wav, and not along the side(s) of the building facing onto interior
portions of the block.
2. For buildings whose adjoining side,.t-a!k or �rouvnd surfaces slope an
average of 5% or more as measured along portions of the building abutting
a public right-of-way, a maximum building height of fifty-seven (57) feet
shall be permitted.
3. In the event a Building for a City Hall facility is located on the block
bounded by Street 3, Street D, Street 4 and Street C, such building may be
built to four (4) stories or sixty-five (65) feet in height;
4. No maximum number of stories shall be applied to parking structures;
provided, however, in no event shall parking structures exceed forty-two
(42) feet in height as measured from the ground elevation; pi.:vided,
however parking structures shall be permitted to a height not to exceed
fifty (50) feet by Specific Use Permit;
5. Architectural embellishments not intended for human occupancy that are
integral to the architectural style of the building, including spires, belfries,
towers, cupolas, domes, and roof forms whose area in plan is no greater
than 25% of the first story plan area may exceed the height limits of this
section by up to the lesser of 50% over the permitted building height or
100% over the actual building height, and shall be exempt from the
maximum elevation limitation of Section 43.9.c.I (g)i. of the
Comprehensive Zoning Ordinance;
6. Mechanical penthouses ancillary to the uses below, ventilation equipment,
antennas, chimneys, exhaust stacks and flues, fire sprinkler tanks, or other
mechanical equipment may extend up to twenty (20) feet above the actual
building height, and provided the same shall be subject to approval at
approval of the applicable Site Plan unless: 1) are setback from all exterior
walls a distance at least equal to the vertical dimension that such item(s)
extend(s) above the actual building height, or 2) the exterior wall and
visible roof surfaces of such items that are set back less than their vertical
dimension above the actual building are to be constructed as
architecturally integral parts of the building facade(s) or as architectural
embellishments as described in Section 3.a.5. Penthouses intended for
human occupancy and ancillary to uses within a building may be allowed
pudxmarch.wpd.
Developr:ent Regulations
FINAL
DR-
C-3
by Specific Use Permit as determined by the City Council: in connection
with development plan or site plan review.
b. Front, Side and Rear Yards: With the following exceptions, no font, side or
rear yard is required:
1. Buildings along Highway 1709 and the east right-of-way of North Carroll
Avenue shall maintain a minimum burry -two (32) foot setback; provided,
however, in areas where right-of-way is provided for acceleration or
deceleration lanes, the minimum required setback shall be reduced to
twenty (20) feet. In the event the North Carroll Avenue right-of-way has
not been established at the time of development plan or site plan review,
the setback shall be maintained from the projected east right-of-way of
North Carroll Avenue based on information available at the time from the
City of Southlake. No service drives, parking; sidewalks greater than six
(6) feet in width, or other impermeable surfaces shall be permitted within
the setback herein provided unless buildings are setback a minimum of
fifty (50) feet. In no event shall the bufferyard along F.M. 1709 and North
Carroll Avenue be less than twenty (20) feet.
2. Buildings along State Highway 114 shall maintain a setback of fifty (50)
feet from the projected future right-of-way of State Highway 114;
provided, however, in the event such right-of-way has not been established
at the time of development plan or site plan review, the setback shall be
maintained from the projected right-of-way of State Highway 114 based
on information available at the time from the Texas Department of
Transportation.
As to all other P.U.D. boundaries, no building shall be located closer than
fifteen (15) feet from the boundary of the P.U.D.
C. Maximum Lot Coverave: The maximum lot coverage for individual lots is
100%. However, the maximum aggregate lot coverage for all buildings as a
percentage of the P.U.D. as a whole (including the area of dedicated public
streets, private drives and common open space) shall not exceed fifty-five percent
(55%).
d. Building Envelopes: Where `Building Envelopes" are indicated on the Concept
Plan, no building (excluding parking structwes) shall be constructed, in whole or
in part, outside of any Building Envelope as shown without a Specific Use Permit,
pudxmarcr..wrd.
Development R"u!a::ors
FNAL
DR-4
C-4
as determined by the City Council in connection with development plan or site
p"an review.
, e. Common Open Space: Common Open Space as designated or, the Concept Pia :
Z-alI be provided for public use. No building or other stricture s'rall be
_onstr-acted on any Common Open Space without the prior approval of City
Council, except as follows: a bandshell pavilion shall be allowed on the block
bounded by F.M. 1709 to the south, Street "5" to the north, Street "C" to the east
and Street "D" to the west.
f. Building Orientation: Any Building (excluding parking garages and other
accessory buildings) within one hundrdd fifty (150) feet of a public right-of-way
saalI either face such right-of-way or shall have a facade facing such right-of-%vay
in keeping with.the character of the main facade.
g. Building Phasing: Buildings adjacent to F.M. 1709 and North Carroll Avenue,
as well as those buil,-ings facing the 3 block "Town Square" district (defined as
that buildable area bounded by F.M. 1709, Street C, Street 3, and Street D,
excluding a building on the block bounded by Street 3, Street D, Street 4 and
Street C) shall be constructed prior to the construction of any above -around
szuctured parking behind such buildings.
h. Facade Articulation: Any combination of buildings which are located along a
single block face may be treated as a single building for purposes of applying the
requirements for facade articulation set forth in Section 43.9c.1(c) of the
Comprehensive Zoning Ordinance. The property owner shall provide an exhibit
as appropriate with each building permit showing cumulative block facade
- iculation. Nothin; in this paragraph shall require the retrofitting of an existing
ilding.
4.0 Projections into Required Setback or into a Right -of -Way: The following projections
shall be permitted into a required setback or landscape area or into a public easement or
right-o' way, provided that i) no projection shall be permitted into a public easement or
right-o way along F.M. 1709, North Carroll Avenue or State Highway 114; fi) such
projections do not extend over the traveled portion of a roadway; iff) the property owner
has ass.:rned liability related to such projections; and iv)'the property owner shall
main-_,::: such prof=ctions in a safe and non -injurious manner:
a. Ordinary building projections, including but not limited to water tables, sills, belt
courses, pilasters, and cornices may project up to twelve (12) inches beyond a
building face or architectural projection.
pudzmar ci.%v*.
Development Rev.:ions
FINIAL
DR-5
C-5
b. Roof eaves may project up to thirty-six (36) inches beyond the building face or
architectural projection.
architectural Projections, including bays, towers, and oriels; show windows (lst
oor oniy); below grad aults and areaways; and elements of a nature simila.- to
t ose listed; may project up to fogy -two (42) inches into a required yard or
beyond the building face.
d. `o portion of an architectural projection described in Sections 4.0a, b and c above
less than eight (8) feet above the ground elevation may extend more than forty-
eight (48) inches into a required yard or beyond the building face.
C. Canopies and/or awnings may project from building face and may extend to, or be
located within eight (8) inches of the back of curb. Ground -mounted supports for
items in this Section 4.Oe may be approved as part of development plan or site
plan review, as determined by the City Council.
f. Below -grade footings approved in connection with building permits.
5.0 Off -Street Parking: With the following exceptions, parking shall be provided pursuant
to Section 35 of the Comprehensive Zoning Ordinance, and such required parking shall
be calculated in accordance with the provisions of Section 35 (including the shared
parking provisions of Section 35.2):
a. On -street as well as off-street parking shall be permitted within the P.U. D.
b. Up to twenty-five percent (25%) of required parking may be compact spaces
paving a minimum space width of eight (8) feet and a minimum space length of
sixteen (16) feet; provided, however, compact spaces shall not be allowed on -
street and shall be limited to off-street parking locations. Each compact space
shall be clearly designated.
C. Required parking shall be located and maintained anywhere within the P.U.D.
On -street parking and shared parking anywhere within the P.U.D. may be counted
toward the off-street parking requirement for the P.U.D.
d. Where on -street parking is permitted, angled, as well as parallel parking shall be
permitted. Both forty-five (45) degree and sixty (60) degree angled parking shall
be permitted. However, no on -street, drive, or common access easement parking
shall be permitted within thirty (30) feet of the cross curb line for a cross street,
drive, or common access easement.
pudmarch.w;
Development Rcv.;:s:iers
FNAL
DR-6
C-6
e. The parking requirement for office uses set fonh in Sections 35.6.b(6)(a), (c) and
(d) of the Comprehensive Zoning Ordinance is one (1) parking space for 330
square feet of floor area.
f. The parking requirement for all retail uses set fo-Z in Section 35.6.b(5)(a) and (e)
ofthe Comprehensive Zoning Ordinance is one. (1) parking space for 220 square
feet of floor area.
g. Cumulative parking tabulations shall be submitted with each site plan and/or
development plan.
6.0 Off -Street Loadin;: With the following exceptions, off-street loading shall be provided
pursuant to Section 36 of the Comprehensive Zoning Ordinance:
a. The minimum dimension of loading spaces shall be as follows:
10' x 25' regular size space
10' x 50' large space
b. The calculation of the minimum number of off-street loading spaces shall be in
conformance with the following schedules and rules regarding shared spaces:
1. Number of spaces:
pudxmarch.0 rd.
Development Regu! tons
FINAL
Office Uses or portion of building devoted to office uses:
0 - 49,999 sf
0 spaces
50,000 - 149,999 sf
1 regular space
150,000 - 249,999 sf
2 regular spaces
250,000 sf and up
13 regulars aces
Retail Uses with the following Tenant size:
0 - 9,999 sf
0 spaces
10,000 - 49,999 sf*
1 regular space
50,000 - 99,999 sf*
1 regular space and
1 large space
100,000 sf and up*
1 2 large spaces
DR- %
C-7
Restauran(z Tenant size:
0 - 9,999 sf 0 spaces
10,.000 sf and up* 1 regular space
*The load rg requirement for »rultip!e terarss that are each
10,000 sf or larger may be combined within a single building and treated
as a single tenant.
2. Loading spaces that are adjacent and accessible to several buildings or
tenant spaces, including buildings and tenant spaces on separate lots, shall
be allowed to suffice for the loading requirements for the individual
buildings or tenants provided that i) the number of spaces satisfies the
requirements for the combined square footages for the buildings or tenants
in question, and ii) for loading spaces to be shared among separate lots, an
agreement evidencing the right of tenants to the use of such spaces shall
- be provided.
7.0 Streets and Sight Trian;les: Within the P.U.D. the following street design standards
shall apply:
a. Except as provided herein, no sight triangle shall be required. Adequate sight
distance will be provided at all intersections through the use of appropriate traffic
control devices. Sight triangles for vehicles exiting the development for both
public streets and private drives shall be provided at intersections with RINM. 1709,
Carroll Avenue and State Highway 114. These sight triangles shall be the triangle
created by connecting a point which is ten (10) feet into the site along the right-of-
xay at the intersection and a point extending away from the intersection a
%:stance of forty (40) feet along the existing roadway right-of-way line. See
=xhibit A attached hereto and incorporated herein by reference for examples of
the sight triangle provisions of this Section 7.0.a.
b. For plantings within twenty (20) feet of any public street intersection, shrubs and
groundcover shall not exceed two (2) feet in height and tree branching shall
provide seven (7) feet of clearance as measured from the top of the ground
s-rface to the first branch along the tree trunk.
C. Nothing contained herein shall vary or supersede public safety requirements of the
City of SouthIake as set forth in the Uniform Fire Code and other applicable laws,
rules and regulations of the City of Southlake.
pudxmarch.wpd.
Development Reg_:a::cns
FINAL
DR-3
C-8
8.0 Screening - Screening shall be provided in accordance with Sections 39 and 43.9.c. of
the Comprehensive Zoning Ordinance except screens comprised of planting materials and
located %vithin bufferyards along the boundary of the 1 .6. shall be exempt i*om the
architectural fencing offset require:-znts of Section 4.:.9.c. L(e).
9.0 :above Grade Structured Parking - The following exemptions sb,all acpi:• to above
grade structured parking facilities:
a. :above grade structured parking facilities shall be exempt from the accessory
building limitations of Section 34.2 of the Comprehensive Zoning Ordinance,
provided that such facilities meet the applicable requirements of these
Development Regulations for principal"buildings, except for number of stories
:which is not limited (subject to the maximum height limitation as set forth in
Section 3.Oa of.these Development Regulations); provided, however, that the
Horizontal and Vertical Articulation requirements of Section 43.9 of the
Comprehensive Zoning Ordinance shall not apply, except that, subject to the
limitations set forth be,iw, Vertical Articulation shall be provided at elevations
visible from North Carroll Avenue between State Highway 114 and F.M. 1709, or
F.M. 1709, and/or are visible from a tract zoned residential and/or designated as
lo:v or medium density residential on the Land Use Plan, the property lire of
v.hich is within four hundred (400) feet of such parking structure.
In addition, any such visible elevations shall have a solid parapet wall of not less
�-ian forty-six (46) inches and shall utilize colors consistent with the surrounding
principle buildings. The following exceptions to the above limitations shall
apply: (i) elevations visible between gaps between buildings of fifty (50) feet or
less shall be exempt from the Vertical Articulation requirements; and (ii)
elevations which are set back behind a building pad for a future building, which
I has not yet been built as of the date the parking sjncture is built, shall
be exempt from the Vertical Articulation requirements for a period of three (3)
years until such time as the future building is built; provided, however, in the
event such building has not been built within such three (3) year period, the
parking structure shall thereafter be modified to comply with such Vertical
Articulation requirements or in the alternative shall be screened with trees or other
appropriate planting materials until the time that such building is built. If
screening is used, the method and type of screening shall be subject to the City's
approval. One specific exception to the time f: arnes nominated above is made as
the block bounded by Street 3, Street D, Street 1, and Street C whereby the
time limitation referenced herein is reduced from, three (3) years to ttivo (2) years.
pudxmarch.wpd.
Development Re2_':::;,ns
FNAL
DR-9
C-9
b. If not abutting a right-of-way, above grade structured parkin; facilities shall be
provided with adequate access from public rights) -of -way via private drive(s)
and/or access easements.
10.0 Accessory Structures - The following restrictions shall apply to accessory structures:
a. With the exception of the following items, accessory structures shall not exceed
one (1) story or a height of fourteen (14) feet.
1. park pavilions or bandshells
2. above grade structured parking facilities.
No item listed above shall exceed fifty-two (52) feet in height or, in the case of
above grade 'structured parking facilities, the lesser heights allowed under Section
3.Oa of these Development Regulations, nor shall it exceed, where applicable, the
maximum elevation limitation of Section 43.9.c 1(g)i. of the Comprehensive
Zoning Ordinance
b. Except for open spaces and open space amenities, no accessory structure shall be
located between the front lot line and the principal building on a lot.
11.0 Minimum Width of Enclosed or Partially Enclosed Open Space - In lieu of the
requirements of Section 33.7 of the Comprehensive Zoning Ordinance, the following
definitions and requirements for minimum Court widths shall apply:
a. Minimum widths shall be based on the following schedule:
CO UR T TYPE
1tiIIiYIMUM WID THIAREA
Court; Open Court
3 inches per 1 foot of building height, min. 12
feet
Closed Court:
min. area equal to twice the square of the
width of the court based on surrounding
building height, but not less than 250 sq. ft.
Court Niche:
no portion shall be more than 3 feet
(measured horizontally) from a point where
the court niche is less than three feet wide.
pudxmarch.%-pd.
Development Re3ula:'.ons
FNNAL
DR-10
C-10
b. For purposes of subpart a. of this section, the following definitions shall apply:
Court: An unoccupied space, open to the sky, on the same lot with a building,
which is bounded on two (2) or more sides by the exterior walls of the building or
b;. Vvo (2) or more exterior.•ails, lot lines, or %ards. Not a court niche.
Court. closed: A court surrounded on all sides by the exterior walls of a building,
or by exterior walls of a building and side or rear lot lines, or by alley lines where
the alley is less than 10' in width.
Court niche: Not a court. An indentation, recess, or decorative architectural
treatment of the exterior wall of a building which opens onto a street, yard, alley,
or court.
OQpen Court: A court opening onto a street, yard, alley, or private drive not less
than twelve feet (12) wide.
Court, width of The minimum horizontal dimension substantially parallel with
the open end of an open court or the lesser horizontal dimension of a closed court;
or in the case of a non -rectangular court, the diameter of the largest circle that
may be inscribed in a horizontal plane within the court.
12.0 Interior Landscape areas - Specific requirements for interior landscape areas shall be
determined at the time of development plan or site plan review, as determined by the City
Council. Any landscaping in a surface parking lot approved in connection with
development plan or site plan approval for such lot, which is taken out in connection with
the later construction of a parking structure, shall be relocated or replaced.
13.0 Irrigation - Required landscaping shall be served by an irrigation system meeting the
requirements of Section 3.6 of Ordinance 544, except in those instances and in those
areas where installation of such a system is a) potentially harmful to any preserved or
existing plant materials; b) not reasonably required due to the nature of the plant material
(e.g. where irrigation could be detrimental to drought -tolerant plant species); or c) create
a situation possibly harmful to public health, safety or welfare. Determination of the
situations described above shall be made by the City's Landscape Administrator.
14.0 Realignment of North Carroll Avenue - All land uses within the proposed P.U.D. shall
be in accordance with allowable uses in C-3 zoning, as modified by the development
regulations of this P.U.D.; provided, however, in the event any property within the P.U.D.
shall become located west of the North Carroll Avenue right-of-way due to the City
pudzmarch.-A•rd.
Developmen: Reg•.j'.a:.cns
FRNA L
DR-i l
C-11
acquiring additional right-of-way and realigning North Carroll Avenue to the east as
shown on the Concept Plan, such property to the west of North Carroll Avenue shall be
used and developed only in a manner consistent with all zoning or other development
standards that would apply to.property that is zoned C-3 under the Comprehensive
Zonin; Ordinance of the City of Southlake.
pudxmarch.wpd.
Development Regulations
FINAL
DR-12
C-12
LEGENO=
SITE TRIANGLE
OR SH 114
40.
I{JC/to Oeve/opment - SovtNcke Town Center .r C-13
R.O.W.
FIGURE 7A
SIGHT TRIANGLE
DIAGRAM
BARTON—SCHMAN ASSOC:A—,,S.INC.
OP�30•+3 10�30"TwTO.• -a%-
VIA
CONCEPT PLAN
11 for
i Proposed Non —Residential P.U.D. District
Southlake• Tarrant County. Texan
October 14• 1996
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EXHIBIT E
------------------------
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding (the "Agreement") sets forth the terms and
conditions whereby Southlake Venture West, L.P. (the "Developer") agrees to donate
land (the "Property") to the City of Southlake (the "City") for the intended purpose of the
City's development of a City Hall (the "Building"). The City is considering joint -use of
the Building for the administrative offices of Carroll Independent School District and/or
Tarrant County. This Agreement is a binding agreement on the undersigned parties,
subject to the terms and conditions contained herein. This Agreement is subject to the
formation of Tax Increment Reinvestment Zone #1 (the "TIF"), Southlake, Texas.
PROPERTY: Approximately 0.71 acres of land, situated in the planned unit
development for Southlake Town Square, Southlake, Texas, as
shown on the site plan attached as Exhibit A.
The Developer agrees to contribute the Property subject to the
City's commitment to construct the Building, as set forth herein.
BUILDING: Up to an approximately 80,000 sq. ft. Building.
PARKING: The Building will require parking at a ratio of not less than one (1)
space for every 330 square feet of building area ("Parking"). The
Developer will provide such Parking subject to the following
conditions: 1) 25% shall be specifically reserved for the exclusive
use of the Building occupants, the residual 75% shall be non-
exclusive; 2) provided further that ten (10) spaces shall be
provided, and exclusively reserved, as on -street adjacent to the
Building for short-term parking; and 3) that the City shall pay all
costs associated with such Parking, subject to the City and the
Developer entering into a separate agreement providing for the
location of all exclusive parking and any terms, conditions and/or
limitations to the city's payment of such costs.
CONSTRUCTION
OF
IMPROVEMENTS: The City shall construct the Building and related landscaping
(collectively, the "Improvements") and the Developer shall
construct the Parking. The City shall provide for the design of the
Improvements subject to the architectural control of the Developer.
The Developer shall provide for the design of the Parking and
related improvements subject to the City's reasonable approval.
E-1
REIMBURSEMENT
OF
�W IMPROVEMENTS: Upon completion of the design of the Parking (as agreed to by the
City and the Developer), the Developer shall provide the City a
mutually agreed contract for construction of Parking which will
include a schedule on the timing of completion.
TIMING: The City acknowledges that the construction of the Building is
integral to the success of the Developer's Southlake Town Square
project, (the "Project"), and the Developer acknowledges that the
successful completion of the Project is integral to the City's
commitment to locate the Building on the Property. Pursuant to
the City's execution of this Agreement, the Developer agrees to
commence construction of Phase I of the Project (a minimum of
240,000 sq. ft. of commercial retail and office building space,
exclusive of the.Building), prior to March 31, 1998. Subject to the
Developer's tirr ily start of construction, the City agrees to
commence construction of the Building by August 31, 1998,
subject to the City having one (1) six (6) month right of extension.
Subject to completion of Phase I of the Project, the City agrees to
complete construction of the Building prior to November 30, 1999,
subject to the City having one (1) six (6) month right of extension.
RIGHT OF FIRST
REFUSAL: The City shall have a right of first refusal on office space located
in the two (2) buildings in the Project located adjacent to either
side of the Building, as shown on the site plan attached as Exhibit
A.
This Agreement represents all the terms and conditions between the City and the
Developer with respect to the Property and the Building, is intended to be a binding
agreement, and cannot be amended or superceded unless done so in writing.
E-2
4
SOUTHLAKE TOWN SQUARE
Phase I Stages 1-4 T.I.F. Reimbursement Schedule
(Public Improvements Complete as of April 23, 2001)
%
T.I.F.
Item Description
Total Cost
Reimbursable
Reimbursement
IIiiiW 1) INFRASTRUCTURE
A) Mass Excavation & Earthwork
375,328
40%
150.131
375,328
150,131
B) Streets & Curbs
Storm Drainage
640,352
40%
256,141
Water Services
364,567
40%
145,827
Sanitary Sewer
180.622
40%
72,249
Street Paving
676,364
40%
270,546
Curbs and gutter
108,342
40%
43,337
Lighting Distribution & Graphics
80,995
40%
32,398
Miscellaneous (Beck and Field engineering)
75,392
40%
30,157
Subtotal
2,126,634
850,654
C) Off -site Roadwork
Traffic Signal Work
93,811
40%
37,524
Road Modifications
55,518
40%
22,207
Subtotal
149,329
59,732
D) Sidewalks
Sidewalk/paving
294,056
40%
117,622
Streetscape
649,311
40%
259,724
Landscaping
237,683
40%
95,073
Miscellaneous (Beck and field engineering)
75,392
40%
30,157
Subtotal
1,256,442
502,577
HC Beck (11.10%) and Cooper & Stebbins (4%) fees (percentage of cost)
602,552
40%
241,021
Interest
203,774
40%
81,510
Loan Fees
29,935
40%
11,974
Allocation of Architect, engineering, & other soft cost -master planning
51,198
40%
20,479
Allocation of Architect, engineering, & other soft cost -phase 1
283,736
40%
113,494
Post construction interest (June 1999 through March 2000)
273,679
40%
109,472
Subtotal
1,444,874
577,950
TOTAL INFRASTRUCTURE (LESS PARKS)
5,352,607
2,141,043
2) PARKS
A) Town Square
Grading
49,245
100%
49,245
Paving
8,581
100%
8,581
Landscaping
204,228
100%
204,228
Utilities
157,110
100%
157,110
Special Structures
277,823
100%
277,823
Miscellaneous (Beck and field engineering)
31,795
100%
31,795
Subtotal
728,782
728,782
B) Bandshell Square
Grading (included with grading under Town Square)
-
100%
-
Paving
57,544
100%
57,544
Landscaping
274,666
100%
274,666
Utilities
63,769
100%
63,769
Special Structures
369,021
100%
369,021
Street Furniture -Victor Stanley
61,784
100%
61,784
Subtotal
826,784
826,784
C) Specialty Lighting and Power for Parks
(included in park utilities)
HC Beck (11.10%) and Cooper & Stebbins (4%) fees (percentage of cost)
235,508
100%
235,508
Interest
27,393
100%
27,393
Loan Fees
11,643
100%
11,643
Allocation of Architect, engineering, & other soft cost -master planning
10,789
100%
10,789
Allocation of Architect, engineering, & other soft cost -phase 1
56,534
100%
56,534
Post construction interest (June 1999 through March 2000)
115,854
100%
115,854
Less City Hail Block
(49,664)
100%
(49,664)
Subtotal
408,057
408,057
TOTAL PARKS
1,963,623
1,963,623
TOTAL FOR PHASE I - STAGE 1-4
7,316,230
4,104,666
SOUTHLAKE TOWN SQUARE
Phase I Stages 1 T.I.F. Reimbursement Schedule
(Public Improvements Complete as of March 20,1999, Interest as of March, 2000)
%
T.I.F.
Item Description
Total Cost
Reimbursable
Reimbursement
1) INFRASTRUCTURE
A) Mass Excavation & Earthwork
324,935
40%
129,974
324,935
129,974
B) Streets & Curbs
Storm Drainage
569,725
40%
227,890
Water Services
333,960
40%
133,584
Sanitary Sewer
142,894
40%
57,158
Street Paving
567,066
40%
226,826
Curbs and gutter
108,342
40%
43,337
Miscellaneous (Beck and Field engineering)
75,392
40%
30,157
Subtotal
1,797,379
718,952
C) Off -site Roadwork
Traffic Signal Work
93,811
40%
37,524
Road Modifications
55,518
40%
22,207
Subtotal
149,329
59,732
D) Sidewalks
Sidewalk/paving
235,614
40%
94,246
Streetscape
616,269
40%
246,508
Landscaping
237,683
40%
95,073
Miscellaneous (Beck and field engineering)
75,392
40%
30,157
Subtotal
1,164,958
465,983
HC Beck (11.10%) and Cooper & Stebbins (4%) fees (percentage of cost)
518,322
40%
207,329
Interest
165,513
40%
66,205
Loan Fees
26,880
40%
10,752
Allocation of Architect, engineering, & other soft cost -master planning
51,198
40%
20,479
Allocation of Architect, engineering, & other soft cost -phase 1
283,736
40%
113,494
Post construction interest (June 1999 through March 2000)
273,679
40%
109,472
Subtotal
1,319,328
527,731
TOTAL INFRASTRUCTURE (LESS PARKS)
4,755,929
1,902,372
2) PARKS
A) Town Square
Grading
49,245
100%
49,245
Paving
8,581
100%
8,581
Landscaping
204,228
100%
204,228
Utilities
157,110
100%
157,110
Special Structures
277,823
100%
277,823
Miscellaneous (Beck and field engineering)
31,795
100%
31,795
Subtotal
728,782
728,782
B) Bandshell Square
Grading (included with grading under Town Square)
100%
-
Paving
57,544
100%
57,544
Landscaping
274,666
100%
274,666
Utilities
63,769
100%
63,769
Special Structures
369,021
100%
369,021
Street Furniture -Victor Stanley
61,784
100%
61,784
Subtotal
826,784
826,784
C) Specialty Lighting and Power for Parks
(included in park utilities)
HC Beck (11.10%) and Cooper & Stebbins (4%) fees (percentage of cost)
235,508
100%
235,508
Interest
27,393
100%
27,393
Loan Fees
11,643
100%
11,643
Allocation of Architect, engineering, & other soft cost -master planning
10,789
100%
10,789
Allocation of Architect, engineering, & other soft cost -phase 1
56,534
100%
56,534
Post construction interest (June 1999 through March 2000)
115,854
100%
115,854
Less City Hall Block
(49,664)
100%
(49,664)
Subtotal
408,057
408,057
TOTAL PARKS
1,963,623
1,963,623
TOTAL FOR PHASE I - STAGE 1
6,719,552
3,865,995
SOUTHLAKE TOWN SQUARE
Phase I Stages 2 T.I.F. Reimbursement Schedule
(Public Improvements Complete as of March 16, 2001)
%
T.I.F.
Item Description
Total Cost
Reimbursable
Reimbursement
1)
INFRASTRUCTURE
A)
Mass Excavation & Earthwork
43,742
40%
17,497
43,742
17,497
B)
Streets & Curbs
Storm Drainage
32,059
40%
12,824
Water Services
16,946
40%
6,778
Sanitary Sewer
23,006
40%
9,202
Street Paving
7,540
40%
3,016
Lighting Distribution & Graphics
80,995
40%
32,398
40%
-
Subtotal
160,546
64,218
C)
Off -site Roadwork
Traffic Signal Work
40%
-
Road Modifications
40%
-
Subtotal
-
-
D)
Sidewalks
Sidewalk/paving
58,442
40%
23,377
Streetscape
40%
-
Landscaping
40%
-
Miscellaneous (Beck and field engineering)
40%
-
Subtotal
58,442
23,377
HC Beck (13.10%) and Cooper & Stebbins (4%) fees (percentage of cost)
Interest
46,971
25,249
40%
40%
18,788
10,100
Loan Fees
1,704
40%
682
Allocation of Architect, engineering, & other soft cost -master planning
-
40%
-
Allocation of Architect, engineering, & other soft cost -phase 1
-
40%
-
Post construction interest (June 1999 through March 2000)
-
40%
-
Subtotal
73,924
29,570
TOTAL INFRASTRUCTURE Phase I - Stage 2
336,654
134,662
SOUTHLAKE TOWN SQUARE
Phase I Stages 3 T.I.F. Reimbursement Schedule
(Public Improvements Complete as of April 23, 2001)
Item Description
1) INFRASTRUCTURE
A) Mass Excavation & Earthwork
B) Streets & Curbs
Storm Drainage
Water Services
Sanitary Sewer
Street Paving
Lighting Distribution & Graphics
Subtotal
C) Off -site Roadwork
Traffic Signal Work
Road Modifications
Subtotal
D) Sidewalks
Sidewalk/paving
Streetscape
Landscaping
Miscellaneous (Beck and field engineering)
Subtotal
HC Beck (13.10%) and Cooper & Stebbins (4%) fees (percentage of cost)
Interest
Loan Fees
Allocation of Architect, engineering, & other soft cost -master planning
Allocation of Architect, engineering, & other soft cost -phase 1
Post construction interest (June 1999 through March 2000)
Subtotal
TOTAL INFRASTRUCTURE Phase I -Stage 3
0
%
T.I.F.
Total Cost
Reimbursable
Reimbursement
6,651
40%
2,660
6,651
2,660
38,568
40%
15,427
13,661
40%
5,464
14,722
40%
5,889
87,541
40%
35,016
-
40%
-
40%
-
154,492
61,797
40%
-
40%
-
-
40%
-
33,042
40%
13,217
40%
-
40%
-
33,042
13,217
34,716
40%
13,886
12,754
40%
5,102
1,259
40%
504
-
40%
-
-
40%
-
-
40%
-
48,729
19,492
242,914
97,166
SOUTHLAKE TOWN SQUARE
Phase I Stages 4 T.I.F. Reimbursement Schedule
• (Cost of On -Street Parking Lot in block 2)
Item Description
1) INFRASTRUCTURE
A) Mass Excavation & Earthwork
B) Streets & Curbs
Storm Drainage
Water Services
Sanitary Sewer
Street Paving
Lighting Distribution & Graphics
Subtotal
C) Off -site Roadwork
Traffic Signal Work
Road Modifications
Subtotal
D) Sidewalks
Sidewalk/paving
Streetscape
Landscaping
Miscellaneous (Beck and field engineering)
Subtotal
HC Beck and Cooper & Stebbins (4%) fees (percentage of cost)
Interest
Loan Fees
Allocation of Architect, engineering, & other soft cost -master planning
Allocation of Architect, engineering, & other soft cost -phase 1
Post construction interest (June 1999 through March 2000)
Subtotal
TOTAL INFRASTRUCTURE Phase I - Stage 4
Im
% T.I.F.
Total Cost Reimbursable Reimbursement
40% -
40% -
40% -
- 40% -
14,217 40% 5,687
- 40% -
40% -
14,217 5,687
40%
-
40%
-
-
40%
-
-
40%
-
40%
-
40%
-
2,543
40%
1,017
258
40%
103
92
40%
37
-
40%
-
-
40%
-
-
40%
-
2,893
1,157
17,110
6,844
I
COOPER & STEBBINS
Cooper & Stebbins, LP.,1256 Main Street, Suite 240
Southlake, Texas 76092
Telephone (817) 329-8400
Facsimile (817) 251-8717
July 18, 2001
Pedram Farahnak
Director of Public Works
1400 Main Street
Suite 320
Southlake, TX 76092
Re: Parking Agreement
Dear Pedram:
Attached is the first draft of the proposed Parking Management and Use Agreement
concerning the City's use of and payment for Southlake Town Square parking in support
of Town Hall. Please call to discuss at your earliest convenience.
Sincerely,
Frank L. Bliss
Executive Vice President
cc: Brian R. Stebbins
ti
SOUTHLAKE TOWN SQUARE
PARKING LOT MAINTENANCE EXPENSE
CITY HALL PARKING SPACES
2001 BUDGET
City Hall Building in Sq. Ft. 76,222
Number of Total Spaces - Private 1,503
Number of City Hall Spaces - Private 221
NOTES
(excludes 10 street spaces)
Parking Lot
$/SF of
Allocation
Total Cost Allocable to Parking Lots
Totals
Building
of $/Space
INSURANCE
$ 4,500
0.01
$ 2.99
(2)
LANDSCAPING
43,192
0.08
28.74
(3)
PARKING LOT MAINTENANCE
36,202
0.07
24.09
(3)
SECURITY
14,175
0.03
9.43
(4)
UTILITIES
10,481
0.02
6.97
(5)
PERSONNEL COSTS
95,841
0.18
63.78
(3)
15% Administration Charge
30,659
0.06
20.40
TOTAL
$ 235,050
$ 0.45
$ 156.42
City's Annual Share of Parking Maintenance Expense $ 34,569
NOTE: 2001 Budget Expenses will be reconciled to 2001 Actual results
during the first quarter of 2002.
7/18/01 4:15 PM
City Hall Parking.xls schedule
SOUTHLAKE TOWN SQUARE
PARKING LOT MAINTENANCE EXPENSE
CITY HALL PARKING SPACES
2001 BUDGET NOTES
NOTES:
(1) Based on a 25% allocation of Liability coverage premium for Phase I for the
parking lots (as estimated by our insurance provider) multiplied by the number of
City Hall spaces over total parking spaces.
$18,000 liability premium times 25% = $4,500.
(2) Based on an allocation of budgeted costs for Phase I multiplied by the number of
City Hall spaces over total parking spaces.
(3) Security costs for Phase I total $56,700. Approximately 25% of the
security officers' time is spent patrolling the parking lots.
$56,700 security costs times 25% = $14,175.
(4) Utilities cost for parking lot lighting is calculated as follows:
458 watts consumed/lamp X 12hours/day X 364 days = 2,006kw
2,006kw X $.055/kw = $110/lamp per year X 95 lamps = $ 10,481.
7/18/01 4:11 PM City Hall Parking.xls notes
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PARKING MANAGEMENT AND USE AGREEMENT
BETWEEN
SOUTHLAKE CENTRAL VENTURE & SOUTHLAKE VENTURE WEST, L.P.
(collectively, Owner)
UNNI-M-01
CITY OF SOUTHLAKE, TEXAS
(City)
Dated as of , 2001
DRAFT
TABLE OF CONTENTS
1.
PREMISES..........................................................................................................................4
2.
TERM..................................................................................................................................4
3.
USE......................................................................................................................................4
4.
REIMBURSEMENT OF PARKING IMPROVEMENT COSTS
.......................................4
5.
REIlvIBURSEIVIENT OF OPERATING EXPENSES.........................................................5
6.
REIMBURSEMENT OF OWNER COSTS........................................................................5
7.
OBLIGATION OF CITY....................................................................................................6
8.
INDEMNITY.......................................................................................................................6
9.
SUBORDINATION.............................................................................................................8
10.
QUIET ENJOYMENT; TERMINATION WITHOUT CAUSE.........................................8
11.
ASSIGNMENT AND SUBLETTING................................................................................8
12.
RIGHTS UPON DEFAULT................................................................................................9
13.
HOLDING OVER.............................................................................................................10
14.
CERTAIN RIGHTS RESERVED BY OWNER...............................................................10
15.
ESTOPPEL CERTIFICATES...........................................................................................11
16.
AMENDMENT..................................................................................................................11
17.
SEVERABILITY...............................................................................................................11
18.
WAIVER............................................................................................................................12
19.
PARTIES AND SUCCESSORS.......................................................................................12
20.
NOTICE.............................................................................................................................12
21.
LIMITATION ON LIABILITY........................................................................................12
22.
CAPTIONS........................................................................................................................12
23.
NUMBER AND GENDER................................................................................................13
24.
GOVERNING LAW..........................................................................................................13
25.
ENTIRE AGREEMENT....................................................................................................13
26.
TIME OF ESSENCE.........................................................................................................13
27.
BROKER...........................................................................................................................13
28.
ATTORNEY'S FEES.........................................................................................................13
29.
FORCE MAJEURE...........................................................................................................13
475166.2
2
DRAFT
PARKING MANAGEMENT AND USE AGREEMENT
This Parking Management and Use Agreement (this "Agreement') is entered into as of
the day of , 2001, between SOUTHLAKE CENTRAL
VENTURE, a Texas general partnership and SOUTHLAKE VENTURE WEST, L.P., a
Texas limited partnership (collectively, "Owner"), and CITY OF SOUTHLAKE, TEXAS
(►?City ►►).
RECITALS
A. Owner is the owner of parking improvements located on Blocks 3 and 4 in
Southlake Town Square, Southlake, Texas (collectively, "Parking Improvements'), which
Parking Improvements currently serve the City of Southlake and Southlake Town Square.
B. Owner is the owner and developer of Southlake Town Square, a mixed -use
central business district in the City of Southlake, Texas. Owner and City entered into a
Commercial Developers Agreement (the "Developers Agreement") dated January 16, 1998 for
Phase One of Southlake Town Square, for the installation of certain community facilities and
improvements.
C. Pursuant to the Developers Agreement, Owner donated Block 6 of Southlake
Town Square to the City of Southlake, Texas for the construction of a new Joint Use Facility (the
"Town Hall"), which opened for business on or about December 27, 2000. Exhibit E to the
Developers Agreement contains the Memorandum of Understanding (the "Memorandum") for an
agreement to be reached between Owner and the City relative to the design development,
construction and operation of the Town Hall.
D. The Memorandum provides that the Town Hall requires parking at a ratio of not
less than one (1) space for every 330 square feet of building area ("Parking"), with such Parking
provided subject to the conditions that: (1) 25% be specifically reserved for the exclusive use of
the Building occupants, with the residual 75% being non-exclusive; (2) ten (10) spaces are to be
provided and exclusively reserved as on -street parking adjacent to the Town Hall for short-term
parking; and (3) the City shall pay all costs associated with such Parking, subject to the City and
Developer (Owner hereunder) entering into a separate agreement providing for the location of all
exclusive parking and any terms, conditions and/or limitations to the City's payment of such
costs.
E. City and Owner now desire to enter into this Agreement to memorialize their final
agreement relative to the City's use of, and payment for the costs associated with, the Parking.
F. The City has approved the terms and conditions of this Agreement and has
authorized the undersigned signatory to execute this Agreement on its behalf.
475166.2
3
DRAFT
AGREEMENTS
1. PREMISES. As of the Commencement Date (hereinafter defined), Owner
licenses to City, and City licenses from Owner, the Parking for the City fees and subject to the
provisions of this Agreement, including the limitation on the number of exclusive and non-
exclusive parking spaces (the "Parking Spaces') and designated areas available for use by City.
The license of the Parking shall permit two hundred thirty-one (231) non-exclusive, in common
parking spaces, consisting of (a) 221 Parking Spaces in the parking lots for employees,
customers and visitors of Town Hall, and (b) the Exclusive Use (defined below) of 10 on -street
Parking Spaces as shown on the parking plan attached hereto and incorporated herein as Exhibit
"A." City shall, throughout the term of the Agreement, offer the non-exclusive, in -common
spaces provided above at no charge. City shall use the Parking solely for the purposes and
persons set forth above. All rights not granted to City above are hereby specifically reserved by
Owner, it being understood that, other than the areas designated for Exclusive Use, the right to
possession granted hereunder is nonexclusive, and that Owner remains entitled to and
responsible for the continuing operation, maintenance, and management of the Parking
Improvements.. Additionally, Owner reserves the right, from time to time, to relocate Exclusive
Use areas and non-exclusive areas for Parking, including, without limitation, moving the surface
parking areas to the top level of the Parking Improvements.
2. TERM. Subject to the other provisions hereof, this Agreement shall be for a term
(the "Term') commencing January 1, 2001 (the "Commencement Date"), and expiring on the
date which is ninety-nine (99) years after the Commencement Date. The term "Agreement
Year" shall mean each twelve (12) month period during the Term, with the first Agreement Year
commencing on the Commencement Date and ending on the day prior to the first annual
anniversary thereof.
3. USE. City shall use and occupy the Parking only for providing parking for motor
vehicles for the limited number of spaces set forth above and for no other purposes. City, its
employees, customers and visitors shall use the Parking only in accordance with Owner's
reasonable rules and regulations established generally for the use of parking in Southlake Town
Square, as reasonably modified or amended from time to time.
4. REIMBURSEMENT OF PARKING IMPROVEMENT COSTS.
(a) Pursuant to the Developer's Agreement, Owner has funded the cost of design and
construction of the Parking improvements, including, civil and architectural design fees, and the
cost of the construction thereof, including but not limited to grading, utilities, paving, striping,
landscaping, and lighting thereof. City agrees to reimburse Owner on or before September 30,
2001 for the City's pro rata share thereof, as set forth on the detailed cost breakdown attached
hereto as Exhibit B and incorporated herein by this reference.
(b) Owner has constructed one (1) dumpster enclosure in Block 3 for the location of trash
dumpsters servicing occupants of Southlake Town Square, including the City. City shall
have the right to place one (1) regular size (eight yard) dumpster in the enclosure, and
shall arrange for its own trash pick-ups. In addition, City agrees to pay Owner for its pro
475166.2
4
DRAFT
rata share of the cost of the enclosure, in the amount shown on the attached Exhibit B,
incorporated herein by this reference.
5. REIMBURSEMENT OF OPERATING EXPENSES. City shall reimburse
Owner for City's pro rata share of Owner's expenses incurred with respect to the ownership and
operation of the Parking used by City, including insurance, maintenance, cleaning, lighting,
security, and general upkeep of the Parking (the "Operating Expenses"). The term "Operating
Expenses" shall mean the Operating Expenses actually incurred by Owner pertaining to City's
use of the Parking. By each April 30 or as soon thereafter as practical, Owner shall furnish to
City a statement of Owner's actual operating expenses for the Parking Improvements comprising
Operating Expenses for the previous calendar year. City may, within one (1) year of receipt
thereof and at its sole cost and expense, have such statement reviewed and confirmed by an
independent accounting firm mutually acceptable to Owner and City (it being understood that
any of the nationally recognized major independent accounting firms shall be acceptable).
Notwithstanding the foregoing, if the review of the accounting firm reveals errors in Owner's
statement in favor of City and aggregating five percent (5%) or more of the actual amount of the
Operating Expenses, then Owner shall, within thirty (30) days of the accounting firm's report,
refund the amount of the error and reimburse to City the cost of the accounting firm's services. If
for any calendar year City's Operating Expenses collected for the prior year, is in excess of City's
Operating Expenses actually due during such prior calendar year, then, Owner shall refund to
City any overpayment (or, at Owner's option, apply such amount against expense
reimbursements or other sums next due or to become due hereunder). Likewise, City shall pay to
Owner, within thirty (30) days of demand, any underpayment with respect to the prior year,
which obligation of City shall survive the expiration or earlier termination of this Agreement.
Operating expenses shall be paid annually, in lawful money of the United States of
America, by City to Owner in arrears on or before the first day of October for the previous year
during the Term, without notice, demand, deduction, setoff, or abatement. All Operating
Expenses and other payments which are due under this Agreement shall be made payable to
Owner at the following address:
c/o Cooper & Stebbins, L.P.
1256 Main Street, Suite 240
Southlake, TX 76092
or at such other place as may from time to time be designated in writing by Owner.
6. REIMBURSEMENT OF OWNER COSTS.
Beginning on the Commencement Date, and thereafter on each anniversary of
Commencement Date during the Term, City shall pay Owner as additional consideration to
reimburse Owner for costs incurred in respect to ownership of the land ("Ownership Costs") an
amount equal to $ , per annum.
475166.2
5
7. OBLIGATIONS OF CITY. City shall promptly discharge and/or indemnify
Owner against any lien, charge or encumbrance created or filed by any mechanic or materialman
claiming by, through or under City. City shall pay the cost of repairing and replacing any
damage or injury done to the Parking Improvements or any part thereof by City or City's agents,
contractors or employees, customers or visitors. If City fails to make such repairs or
replacements, Owner may do so and City shall upon demand pay Owner for the cost thereof.
City shall cooperate with Owner with respect to security matters.
8. INDEMNITY.
(a) Indemnity. CITY SHALL INDEMNIFY, PROTECT, DEFEND AND HOLD
HARMLESS OWNER, SOUTHLAKE VENTURE EAST, L.P., COOPER & STEBBINS,
L.P., AND THEIR RESPECTIVE PARTNERS, AFFILIATES AND SUBSIDIARIES,
AND ALL OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS,
EMPLOYEES, SERVANTS, PARTNERS, REPRESENTATIVES, INSURERS AND
AGENTS (COLLECTIVELY, ,,OWNER INDEMNITEES") FOR, FROM AND AGAINST
ALL LIABILITIES, CLAIMS, FINES, PENALTIES, COSTS, DAMAGES OR DEATH
OF OR PERSONAL INJURIES TO PERSONS, DAMAGES TO PROPERTY, LOSSES,
LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS AND EXPENSES (INCLUDING
COURT COSTS, ATTORNEYS' FEES AND COSTS OF INVESTIGATION), OF ANY
NATURE, KIND OR DESCRIPTION, DIRECTLY OR INDIRECTLY ARISING OUT
OF, CAUSED BY, OR RESULTING FROM (IN WHOLE OR PART) (1) ANY BREACH
OR DEFAULT IN THE PERFORMANCE OF ANY OBLIGATION ON CITY'S PART
TO BE PERFORMED UNDER THE TERMS OF THIS AGREEMENT, (2) ANY ACT,
OMISSION, NEGLIGENCE OR WILLFUL MISCONDUCT OF CITY OR ANY OF ITS
EMPLOYEES, CUSTOMERS AND/OR VISITORS, (3) DAMAGE TO CITY'S
PROPERTY, OR THE PROPERTY OF ANY OF ITS EMPLOYEES, CUSTOMERS
AND/OR VISITORS, LOCATED IN OR ABOUT THE PARKING IMPROVEMENTS
(COLLECTIVELY, "LLIBILITIES"), EVEN IF SUCH LIABILITIES ARE CAUSED IN
PART BY THE NEGLIGENCE OF ANY OWNER INDEMNITEE, BUT NOT TO THE
EXTENT SUCH LIABILITIES ARE CAUSED BY THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF ANY SUCH O CNATION SHALL BE LIMITED
OBLIGATIONS OF CITY UNDER THIS INDEMNIFI
TO THE SUM OF INSURANCE PROCEEDS APPLICABLE TO THE LIABILITY IN
QUESTION, PLUS OTHER OBLIGATIONS
AMOUNTS IONS UNDERICH ITHIAGREEMENT D LEGALLY BE USED BY
TAIHNG
CITY TO SATISFY CITY'S
INTO CONSIDERATION THE CONSTITUTIONAL AND OTHER LEGAL
LIMITATIONS ON CITY'S ABILITY TO CREATE DEBT.
(b) Insurance.
(i) City at all times during the Agreement Term shall, at its own expense,
keep in full force and effect (A) worker's compensation insurance, (B) all risk property
insurance covering full replacement value of all of City's personal property, if any, and
(C) general commercial liability insurance in such coverages and amounts as determined
by City from time to time. Owner, Southlake Venture East, L.P., Cooper & Stebbins,
475166.2
6
DRAFT
L.P. and their designated property management firm shall be named as additional
insureds on each of said policies (excluding the worker's compensation policy) and each
of said policies shall also include a waiver of subrogation in favor of Owner. City hereby
waives its right of recovery against any Owner Indemnitee of any amounts paid by City
or on City's behalf to satisfy applicable worker's compensation laws. Duly executed
certificates showing the material terms for the same shall be deposited with Owner on the
Commencement Date and upon renewals of such policies.
(ii) OWNER SHALL NOT BE RESPONSIBLE FOR AND CITY HEREBY
WAIVES ALL CLAIMS ARISING OR ALLEGED TO ARISE FROM THEFT OF OR
DAMAGE TO ANY VEHICLES OCCUPYING THE PARKING IMPROVEMENTS
OR THE CONTENTS OF SUCH VEHICLES.
(iii) City's occupancy of the Parking without delivering the certificates of
insurance shall not constitute a waiver of City's obligations to provide the required
coverages. If City provides to Owner a certificate that does not evidence the coverages
required herein, or that is faulty in any respect, such shall not constitute a waiver of City's
obligations to provide the proper insurance.
9. SUBORDINATION. This Agreement shall be subordinate to all deeds of trust
and ground leases now or hereafter encumbering the Parking Improvements, and all refinancings,
replacements, renewals, modifications, extensions or consolidations thereof. City agrees to
attorn to any mortgagee, ground lessor, trustee under a deed of trust or purchaser at a foreclosure
sale or trustee's sale as Owner under this Agreement. City covenants and agrees that City shall,
within fifteen (15) business days after Owner's request, execute in recordable form and deliver to
Owner whatever true and correct instruments may be required to acknowledge and further
evidence the subordination of this Agreement and/or the attornment by City to such mortgagee,
ground lessor, trustee or purchaser. Any holder of a deed of trust covering all or any part of the
Parking Improvements may at any time elect to have this Agreement have priority over its deed
of trust by executing unilaterally an instrument of subordination or placing a clause of such
subordination in any pleadings or in its deed of trust and recording the same. By executing in the
space provided below, Owner's current lender agrees that for so long as City is not in default
hereunder, City's use of the Parking Improvements and City's rights and privileges hereunder
shall not be diminished or interfered with by lender in the exercise of any rights under any
mortgage affecting the Parking Improvements.
10. QUIET ENJOYMENT-. TERMINATION. Owner hereby covenants and agrees
that if City shall perform all of the covenants and agreements herein stipulated to be performed
on City's part, City shall at all times during the continuance hereof have peaceable and quiet
enjoyment and possession of the Exclusive Use area(s) of the Parking Improvements without
hindrance from Owner or any person or persons lawfully claiming the Parking Improvements by
or through Owner, subject, however, to the rights reserved by Owner herein, to the terms of this
Agreement and to all mortgages, ground leases, deeds of trust, and other encumbrances to which
this Agreement is subordinate, all applicable laws and other governmental and legal
requirements, and repair and maintenance of the Parking Improvements (from time to time).
475166.2
7
DRAFT
11. ASSIGNMENT AND SUBLETTING. City may not assign, transfer, mortgage,
pledge, or encumber this Agreement, or sublease or license the Parking Spaces or any part
thereof, without the prior written consent of Owner, which may not be unreasonably withheld.
Any assignment, transfer, mortgage, pledge, or encumbrance of this Agreement, or sublease of
the Parking Spaces or any part thereof, without the prior written consent of Owner shall be void.
It is the understanding and intent of Owner and City that a merger, consolidation, change in
control or transfer by operation of law, whether in one transaction or in multiple transactions,
shall be deemed an assignment under this Paragraph 11 and require the consent of Owner.
Owner may, at any time and without notice to or consent of City, sell or otherwise transfer all or
any portion of Owner's interest in the Parking Improvements, or transfer or assign responsibility
for the management and operation of the Parking Improvements, provided that the transferee
shall be bound by all of the terms and conditions of the lease to City.
12. RIGHTS UPON DEFAULT.
(a) Events of Default. The following events shall be deemed to be events of default
(herein so called) by City under this Agreement: (i) City shall fail to pay Operating Expenses or
any other sums payable by City hereunder when due, or fail to comply with or observe any other
provision of this Agreement, and such failure shall continue for a period of thirty (30) days after
delivery to City of written notice of such failure; (ii) City shall make a general assignment for the
benefit of creditors; (iii) any petition shall be filed by or against City under the United States
Bankruptcy Code, as amended, or under any similar law or statute of the United States or any
state thereof, and such petition shall not be dismissed within forty-five (45) days of filing; and/or
(iv) a receiver or trustee shall be appointed for all or substantially all of the assets of City, and
such appointment shall not be vacated or otherwise terminated, and the action in which such
appointment was ordered dismissed, within forty-five (45) days of filing.
(b) Remedies. Upon the occurrence of any event of default and the expiration of any
applicable notice and cure period specified in this Agreement, Owner may exercise or pursue any
or all remedies available at law, in equity, or otherwise, including, without limitation,
termination of this Agreement; provided, however, the parties shall first negotiate the resolution
of such matter in good faith for no less than thirty (30) days, and thereafter attempt such forms of
alternative dispute resolution as may them be available i.e., arbitration, mediation) for no less
than sixty (60) days.
(c) Effect of Suit or Partial Collection. Institution of a forcible detainer action to
exclude or remove City from the Parking Improvements shall not be construed to be an election
by Owner to terminate this Agreement. Owner may collect and receive any amounts due from
City and the payment thereof shall not constitute a waiver of or affect any notice or demand
given, suit instituted or judgment obtained by Owner, or be held to waive or alter the rights or
remedies which Owner may have at law or in equity or by virtue of this Agreement at the time of
such payment.
(d) Remedies Cumulative. All rights and remedies of Owner herein or existing at law
or in equity are cumulative and the exercise of one or more rights or remedies shall not be taken
to exclude or waive the right to the exercise of any other.
475166.2
DRAFT
(e) Notice to Mortgagees. If Owner defaults under this Agreement, City shall not
exercise any right or remedy it may have under this Agreement or at law or in equity unless and
until (i) City gives notice of such default (specifying the nature of such default and how such
default may be remedied) to any lessor under a ground lease or any mortgagee of which Owner
has previously supplied to City a name and address for delivery of notices, and (ii) such lessor
and/or mortgagee fails to cure, or to cause to be cured, such default within thirty (30) days after
such lessor's or mortgagee's receipt of notice (plus such additional period, as may be required in
the exercise of reasonable diligence or as the mortgagee may reasonably require).
(f) Late Payment Charge and Interest Payable. Owner may, without further notice to
City, impose a late payment charge equal to five percent (5%) of any amount due if not paid
within five (5) days from the date required to be paid hereunder. In addition, any payment due
under this Agreement not paid within ten (10) days after the date herein specified to be paid shall
bear interest from the date such payment is due to the date of actual payment at the rate of
eighteen percent (18%) per annum or the highest lawful rate of interest permitted by Texas or
federal law, whichever rate of interest is lower.
13. HOLDING OVER. If City or any party claiming under City remains in possession
of the Parking Improvements after the expiration or earlier termination of the tenancy created
hereunder and without the execution of a new lease, City shall be deemed to be occupying the
Parking Improvements as a City at sufferance and subject to all of the provisions of this
Agreement. No holding over by City, whether with or without consent of Owner, shall operate
to extend the Term.
14. CERTAIN RIGHTS RESERVED BY OWNER. Owner shall have the following
rights:
(a) Alterations. To decorate and to make repairs, alterations, additions, changes or
improvements, whether structural or otherwise, in, about or on the Parking Improvements, or any
part thereof, including, but not limited to, changing the arrangement, location and/or size of
entrances or passageways, doors and doorways, and corridors, elevators, stairs, toilets (if any) or
other parts of the Parking Improvements and to change, alter, relocate, remove or replace parking
spaces, driveways and aisles in the Parking Improvements; and to otherwise alter or modify the
Parking Improvements and, during the continuance of any such work, to take such measures for
safety or for the expediting of such work as may be required, in Owner's judgment, all without
affecting any of City's obligations hereunder.
(b) Rules and Regulations. To establish and amend from time to time reasonable rules
and regulations governing the use of and parking within the Parking Improvements. Should any
vehicles of Patrons, Visitors, or Event Staff be parked in unauthorized spaces or left in Parking
Spaces during other than Permitted Hours, such vehicles shall be subject to all rules related to
unauthorized parking, including towing of any such vehicle.
(c) Signs. To prohibit (i) all signs, posters, advertisements, or notices from being
painted or affixed or displayed on any portion of the Parking Improvements, and (ii) the
solicitation of goods, services, or other items, either through individual contact or the distribution,
of flyers on vehicles or otherwise within the Parking Improvements.
475166.2
9
DRAFT
(d) Security Measures. To take all such reasonable measures as Owner may deem
advisable for the security of the Parking Improvements and its occupants; provided however,
Owner shall have no liability to City, any Patron, Visitor, any member of Event Staff, or their
respective employees, agents, invitees or licensees for loss of property or personal injury except
to the extent caused by Owner's gross negligence or willful misconduct. City shall cooperate
fully in Owner's efforts to maintain security in the Parking Improvements and shall follow all
rules and regulations reasonably promulgated by Owner with respect thereto.
(e) Miscellaneous. To take such other actions necessary or desirable to its
obligations as owner and operator of the Parking Improvements or to comply with its obligations
under any lease for space in Southlake Town Square entered into prior to the Commencement
Date.
Owner shall use all reasonable efforts to minimize the interference to City resulting from the
exercise of the rights reserved pursuant to Section 16(a), (b), (d) and (e).
15. ESTOPPEL CERTIFICATES. City shall promptly upon request from Owner,
from time to time, execute and acknowledge a certificate stating:
(a) whether or not this Agreement is in full force and effect;
(b) whether or not this Agreement has been modified or amended in any respect, and
submit copies of such modifications or amendments, if any;
(c) whether or not there are existing defaults under this Agreement and specifying the
nature of such defaults, if any;
(d) such other information as may reasonably be requested by Owner.
16. AMENDMENT. Any agreement hereafter made between Owner and City shall
be ineffective to modify, release, or otherwise affect this Agreement, in whole or in part, unless
such agreement is in writing and signed by both parties.
17. SEVERABILITY. If any term or provision of this lease shall to any extent be held
invalid or unenforceable, the remaining terms and provisions (including the unaffected portion of
the invalid or unenforceable provision) of this Agreement shall not be affected thereby and shall
be valid and enforceable to the fullest extent permitted by law.
18. WAIVER. The failure of either party to this Agreement to complain of any action,
non -action, or default of the other party shall not constitute a waiver of any of such party's rights
under this Agreement. Waiver by either party to this Agreement of any right for any default of
the other party shall not constitute a waiver of any right for either a prior or subsequent default of
the same obligation or for any prior or subsequent default of any other obligation. No right or
remedy of either party under this Agreement or covenant, duty, or obligation of either party
under this Agreement shall be deemed waived by the other party to this Agreement unless such
waiver is in writing and signed by the waiving party.
475166.2
10
DRAFT
19. PARTIES AND SUCCESSORS. Subject to the limitations and conditions set
forth elsewhere herein, this Agreement shall bind and inure to the benefit of the respective heirs,
legal representatives, successors, and assigns of the parties hereto.
20. NOTICE. All notices, requests and communications under this Agreement shall
be given in writing, addressed to Owner or City at their respective address set forth below and
either (i) hand delivered, (ii) sent by telecopy or a nationally recognized overnight courier
service, or (iii) mailed by registered or certified mail, return receipt requested, postage prepaid.
To Owner: Cooper & Stebbins, L.P.
1256 Main Street, Suite 250
Southlake, TX 76092
To City: City of Southlake, Texas
Any notice under or pursuant to this Agreement and given in accordance with this
Section shall be deemed received upon the earlier of (1) actual receipt, (2) if mailed, three (3)
days after deposit in an official depository of the United States Postal Service, (3) if sent by a
nationally recognized overnight courier service, the first business day after delivery to such
service, and (4) if sent by telecopy, the day of the telecopy. Any party may change its address for
notice purposes by sending the other party a notice of the new address.
21. LIMITATION ON LIABILITY. If Owner shall fail to perform any covenant,
term or condition of this Agreement and, as a consequence, if City shall recover a money
judgment against Owner, such judgment shall be satisfied only out of the proceeds received at a
judicial sale upon execution and levy against the right, title and interest of Owner in the Parking
Improvements and in the rents or other income from the Parking Improvements receivable by
Owner, and Owner shall not have any personal, corporate or other liability hereunder.
22. CAPTIONS. The captions in this Agreement are inserted only as a matter of
convenience and for reference and they in no way define, limit, or describe the scope of this
Agreement or the intent of any provision hereof.
23. NUMBER AND GENDER. All genders used in this Agreement shall include the
other genders, the singular shall include the plural, and the plural shall include the singular,
whenever and as often as may be appropriate.
24. GOVERNING LAW. THE VALIDITY, ENFORCEABILITY,
INTERPRETATION, AND CONSTRUCTION OF THIS LEASE SHALL BE GOVERNED BY
THE LAWS OF THE STATE OF TEXAS (WITHOUT REGARD TO CONFLICT OF LAW
RULES) AND THE LAWS OF THE UNITED STATES APPLICABLE TO TRANSACTIONS
475166.2
11
IN TEXAS. ALL OBLIGATIONS OF THE PARTIES CREATED HEREUNDER ARE TO BE
PERFORMED, AND EXCLUSIVE VENUE SHALL LIE, IN TARRANT COUNTY, TEXAS.
25. ENTIRE AGREEMENT. This Agreement, including all exhibits which may be
attached hereto (which exhibits are hereby incorporated herein and shall constitute a portion
hereof, contains the entire agreement between Owner and City with respect to the subject matter
hereof. Further, the terms and provisions of this Agreement shall not be construed against or in
favor of a party hereto merely because such party is the "Owner" or the "City" hereunder or such
party or its counsel is the draftsman of this Agreement.
26. TIME OF ESSENCE. Time is of the essence of this Agreement and each and all
of its provisions in which performance is a factor.
27. BROKER. Each of City and Owner represents and warrants to the other that it has
not been represented by any broker or agent in connection with the negotiation or execution of
this Agreement. Each of City and Owner shall indemnify and hold harmless the other and its
respective officers, employees, directors, partners, employees, and agents from and against all
claims (including costs of defending against and investigating such claims) of any broker or
agent or similar party claiming by, through or under the indemnifying party in connection with
this Agreement.
28. ATTORNEY'S FEES. In the event City or Owner defaults in the performance of
tw any of the terms, agreements or conditions contained in this Agreement and the enforcement of
this Agreement, or any part thereof, or the collection of any rent due or to become due hereunder,
or recovery of the possession of the Parking Improvements, is placed in the hands of any
attorney who files suit upon the same, the nonprevailing party shall pay the reasonable attorney's
fees of the prevailing party.
29. FORCE MAJEURE. If either party is unable to perform any obligation under this
Agreement due to unavailability of materials or equipment, strikes or other labor difficulties,
governmental restrictions, casualties or other causes beyond such party's reasonable control, such
obligation shall be stayed for the duration of such condition. Except as otherwise expressly
provided in this Agreement, this paragraph shall not affect or postpone the payment of Operating
Expenses or other amounts due pursuant to this Agreement.
475166.2
12
EXECUTED as of the date hereinabove first set forth.
OWNER SOUTHLAKE VENTURE WEST L.P.,
a Texas limited partnership
By: Rialto Southlake West, L.P.
a Texas limited partnership,
its general partner
By: CS Southlake, LLC,
a Texas limited liability company,
its general partner
Brian R. Stebbins, President
SOUTHLAKE CENTRAL VENTURE,
a Texas joint venture
By: Southlake Venture West L.P.,
joint venturer
By: Rialto Southlake West, L.P.,
general partner
By: CS Southlake, LLC,
general partner
Brian R. Stebbins,
President
By: Southlake Venture East L.P.,
joint venturer
By: Rialto Southlake East, L.P.,
general partner
By: CS Southlake, LLC,
general partner
IM
475166.2
13
Brian R. Stebbins,
President
I'y
CITY
CHASE BANK OF TEXAS,
NATIONAL ASSOCIATION
By:
Name:
Title:
475166.2
CITY OF SOUTHLAKE, TEXAS
By:
Name:
Title:
14
DRAFT
EXHIBIT "A"
DISTRICT PROPERTY DESCRIPTION
Attach Map
475166.2
15
SOUTHLAKE VENTURE WEST, L.P.
SOUTHLAKE TOWN SQUARE
1256 Main Street Suite 240
S +hlake, Texas 76092 .
P (817) 329-8400
Fax (817) 251-1717
City of Southlake
Town Hall
1400 Main Street
Southlake, Texas 76092
SOUTHLAKE
OUTHLAKg
TOWN SQUARE
- ..... ._....._............. _....... _.......-- ......
___.._ -
Invoice
Date
5/15/01
REIMBURSEMENT OF COSTS TO CONSTRUCT 231
SPACES FOR CITY HALL PARKING AND ONE DUMPSTER ENCLOSURE Avg
231 Parking Spaces: Per _
Hard Costs Cost per space No. of spaces Total Space
Hard costs surface -parking
Hard costs street -parking
Soft Costs
$1,439.37
$2,667.51
Total hard costs
Civil Engineering pro-rata costs based on the following:
e for Graham Engineering:
ercentage of fee applied to Town Hall parking design
and documentation
Civil Engineering pro-rata share of actual costs
Architectural Design pro-rata costs based on the following:
Architectural Design Fee:
AIA/B 141 Contract with Beck Architecture Dated
November 11, 1999
Percentage of Design Fee applied to Town Hall Parking
design and documentation
Town Hall Parking Share of Reimbursables
Architectural Design pro-rata share of actual costs
Total Cost for 231 Parking Spaces
Dumpster Enclosure:
Cost of one Dumpster Enclosure
$16,071 x 10%
Total Soft Costs
Total Due for 231 Parking Spaces and One Dumpster Enclosure
221 $318,100
10 26,675
344,776 $1,493
$18,880
40%
7,552
$225,030
10% . 22,503 _
1,607
24,110
31,662 137
$376,437 $1,630
$13,385
$389,822
Please Make Check Payable To: Southlake Venture West, L.P.
5/15/01 / 12:03 PM j:\doc\finance\accounfing\general\21301 city hall parking inv.xls
Southlake Town Square
Town Hall Parking Reimbusement Summary
April 2, 2001
Block 3 Area:
239,713 sf
Block 3 Unparked Area (Building 3C):
33.377 sf
Net Area Alotted to City Parking:
206.336 sf, 86%
Total Block 3 Parking:
487 ea
Total Town Hall Parking Required:
221 ea
Block 6 Parking Area:
17.480 sf
Block 6 Unparked Area (Walks):
3,420 sf
Net Area Alotted to City Parking:
14,060 sf, 80%
Total Block 6 Head -In Parking:
34 da
Total Town Hall Head -In Parking Required:
10 ea
BECK
Block 3 Parking
Rem 1 Description
Footnotes
Final Cost
% Alloted to
Parking Cost
Cost per
Parking
Space
HCBeck
1
$55,636
86%
$47.847
RE Cupp - Earthwork
2
$125,204
86%
$107,675
Wright - Water
3
$7,717
86%
$6.637
Wright - Storm
4
$26,519
100%
$26,519
Reynolds - Paving
5
$273.006
100%
$273,006
R3M-Concrete
a
$57,370
12%
$6.884
Turdecreek - Landscaping
1
$66,927
100%
$66,927
Mills - Electrical
3
$82,146
100%
$82,146
Subtotal
$617,641
$1,268.26
General Conditions, 9.00%
9
$55.588
Insurance, 0.60%
9
$4,039
Subtotal
$677,268
Fee, 3.50%
9
$23,704
Total Block 3 Parking
$700,973
$1,439.37
Block 6 Parking
Rem I Description
Final Cost
% Alloted to
Parking Cost Cost per
Parking
Space
HCBeck
10 $7,288
80%
$5,830
C. Watts - Earthwork
10 $25,145
100%
$25,145
Wright - Storm
10 $11,430
100%
$11,430
Sunmount- Paving
10 $37,508
100%
$37,508
Subtotal
$79,913 $2,350.39 _
General Conditions, 9.00%
9
$7,192
Insurance, 0.60%
9
$523
Subtotal
$87.628
Fee, 3.50%
9
$3,067
Total Block 6 Parking
$90,695 $2,667.51
Total City Parking Costs
Block 3, 221 spaces at $1,439.37 lea:
$318,101
Block 6,10 spaces at $2,667.501 ea:
$26,675
Total 231 spaces:
$344,776
Footnotes
Reference HCBeck Pay Request for items 1 -9 and Reference Block 6 Parking Estimate for items 9.10.
1- HCBeck: Reference line items 2BA. 3BA. 5A and 9B. Cost is comprised of all necessary labor and materials required for site staking,
modifications, hauling, cleaning and maintenance during the construction process. All of these costs are exclusive of the HCBeck work
performed on Building 3C. The allocation is based on a site area within the property lines of 239,713 sf minus Building 3C footprint of
33,377 sf equaling 206,336 sf of parking applicable area or 86% of the total Block 3 area.
2 - R. E. Cupp - Earthwork: Reference fine item 2BC. Cost is comprised of all grubbing, clearing, haul -oft, fill, and fine grading of the Block 3
area. Cost shown excludes mass excavation performed during Phase I. The allocation is based on a site area within the property lines of
239,713 sf minus Building 3C footprint 33.377 sf equaling 206,336 sf of parking applicable area or 86% of the total Block 3 area.
3 - Wright - Water. Reference line item 2BO. Cost is comprised of service tap and irrigation meter. The allocation is based on a site area
within the property lines of 239,713 sf minus Building 3C footprint of 33,377 sf equaling 206,336 sf of parking applicable area or 86% of the
total Block 3 area.
4. Wright - Storm: Reference line item 2BF. Cost is comprised of all parking lot slot drains and connections. The allocation is based on
storm serving strictly the parking area.
5 - Reynolds - Paving: Reference line item 2BG. Cost is comprised of all subgrade preparation, compaction, paving, wheel stops, signage
and striping. The allocation is based on paving serving strictly the parking area.
6 - R3M - Concrete: Reference line item 3BB. Cost is comprised of all subgrade preparation, compaction and concrete paving for the
sidewalks and handicap amps on the north side of Building 3C. The allocation is based on 5,740 sf of concrete paving minus 5.040 sf
sidewalks equaling 700 sf of passageway access and handicap ramps or 12% of the total concrete paving area.
7 - Turtlecreek - Landscaping: Reference lire item 28H. Cost is comprised of all irggaton trenching, irrigations lines, connection to meter, lop
soil, mulch, steel edging, bed preparation, ground cover, shrubs, trees, staking and one year maintenance for the parking area. The
allocation is based on landscaping serving strictly the parking area.
8 - Mills - Electrical: Reference line item 16BA. Cost is comprised of all trenching, power distribution, light poles, photocells and lamping for
the parking area. The allocation is based on electrical serving strictly the parking area.
9 - HCBeck Mark -Ups: Mark-ups of 9.00% for general conditions, 0.60 % for insurance and 3.50% for fee are per the Building 3C Contract.
10 - Block 6 pricing is based on existing quantities multiplied by applicable unit pricing. See attached Block 6 Parking Estimate.
BECC
Southlake Town Square, Block 6, Town Hail
Site / Civil for Parking
April 19, 2000
Item / Description Quantity UM Unit Subtotal Total
Price
Earthwork - Excavation / Rouph Grade
Public
Site Clearing / Grubbing 17,480 sf $1.37 $23,948
Bond $23,948 Is 5.00% $1,197
Subtotal Public Earthwork $25,145
Storm
Public
18" Slotted Drains / Aprons 120 ff $92.00 $11,040
Staking, 1.50% $11,040 Is 1.50% $166
Bond $11,206 Is 2.00% $224
Subtotal Public Storm Drainage $11,430
Street and Parkino Lot Pavino
Public
Street Paving Fine Grade
1,942
sy
$0.75
$1,457
Street Compacted Subgrade
1,942
sy
$0.60
$1,165
Street Paving Area, 5" HMAC
1,942
sy
$8.65
$16,800
Curb and Gutter
1,148
ff
$12.60
$14,465
iliiw Striping
17,480
sf
$0.05
$874
Staking
$34.761
Is
2.00%
$695
Tax
$15,955
Is
8.25%
$1,316
Bond
$36,773
Is
2.00%
$735
Subtotal Public Street and Parking Lot Paving
$37,508
HCBeck Work
Surveying / Staking / Certification 1 Is $1,500.00 $1,500
Labor Crew 2 wk $2,020.00 $4,040
Street/ Final Cleaning 17,480 sf $0.10 $1,748 _
Subtotal HCBeck Work $7,288
Subtotal Block 3 Site / Civil
$81,371
General Conditions, 9.00%
$7,323
Insurance, 0.60%
$488
Subtotal
$89,182
Fee, 3.50%
$3,121
Subtotal Block 6 Site / Civil
$92,304 $2,714.81
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Graham Associates, Inc.
Recap of Town Hall Parking Invoices
Date Amount
10/26/99 9,860
11/23/99 9,020
$ 18,880
5/15/01 8:44 AM Block 3 Town Hall Parking.xls graham
Page 1 of 2
c, I
0
Graham Associates, Inc. OCT 2 9 1999
CONSULTING ENGINEERS'& PLANNERS
Date:
To: Cooper & Stebbins, L.P.
1256 Main Street
Suite 240
Southlalm, Texas 76092
Attu: Mr. Frank Bliss
Re: Sou&lake Town Square
Civil Engineering & Surveying Services
INVOICE
i
Invoice No.:
W.O. No.:
Services:
Project Manager:
Office:
10/26/99
991025
2032-1014
10/19/99
Williams
Arlington
Ste ign 4e r+,...= ctio , Plate for 4['
a) Performed field topographic survey and computer Proving
b) Prepared computer layout of block
c) Prepared Preliminary gig Plan
20 hours @ $85 $ 1,700.00
Survey Crew (2-Man) 40 hours @ $60 $ 2,400.00
Technician 111 $70 $ 3,710.00
Technician IV 53 hours @ 2,050.00
CARD 82 hours @ $25 $ g,860.00 t�
Subtotal $
Budget $ 19,300.00
Balance Remaining $ 9,440.00... 9
W. Jeff , P. .
Project Manager
(817) 640-8✓.,..
DUE loth OF MONTH FOLLOWING INVOICE DATE
PLEASE REMTT TO: 616 SEX FLAGS DRIVE, SUrM 400, ARLINGTON, TEXAS 76011
IM-1e —,I wp vpnow coov with remittance- -----
Graham Associates, Inc.
CONSULTING ENGINEERS & PLANNERS
�r To: Cooper & Stebbins, L.P. VOICE
1256 Main Street
Suite 240
Southlake, Texas 76092
Attn: Mr. Frank Bliss
Re: Southlake Town Square
Civil Engineering & Surveying Services
Section 04: Construction- plans for 3C
a) Prepared computer layout of block
b) Prepared preliminary grading plan
Technician III
Technician IV
CADD
W. Wi1 is , P.E. J
Project Manager
Date:
Invoice No.:
W.O. No.:
Services:
Project Manager:
Office:
60 hours @ $60
66 hours @ $70
32 hours @ $25
Subtotal
Budget
Balance Remaining
11/23/99
991138
2032-1014
11/16/99
Williams
Arlington
$ 3,600.00
$ 4,620.00
$ --800-gSI�
$ -497300�0
$ 420.00
(817) 640-8535 ""s' 1%
DUE loth OF MONTH FOLLOWING INVOICE��/ TE� J
PLEASE REMIT TO: 616 SIX FLAGS DRIVE, SUITE 400, ARLINGTON, TEXAS 76011
Please enclose yellow copy with remittance.
Southlake Town Square
Town Hall Dumpster Enclosure Reimbusement Summary
April 2, 2001
Block 3 Dumspters: 5 ea
Building 3C Required Dumpsters: 4 ea
Net Dumpsters Alotted to City: 1 si, 20%
Block 3 Dumpsters
Rom I Description
Cost
% Alloted
Total Cost per
Enclosure Cost Enclosure
Texas Stone &Tile - Masonry
$34,154
100%
$34,154
Industrial Fence - Dupmster Gates
$18,750
100%
$18,750 —
Triangle - Plastering
$4,890
100%
$4.890
Service - Painting
$1,175
100%
$1,175
Subtotal
$58,969 $11,793.80
General Conditions, 9.00%
$5.307
Insurance, 0.60%
$386
Subtotal
$64,662
Fee, 3.50%
$2,263
Total Block 3 Dumpsters $66,925 $13,385.01
Total City Dumpster Costs
Block 3,1 dumpster at $13,385.011 ea: $13,385
t
Beck Architecture (Urban Architecture)
Recap of Town Hall Parking Invoices
Date
Amount
Reimbursables
10/31 /99
47,256
465
11 /30/99
94,513
2,414
12/31 /99
23,066
4,843
1 /31 /00
1,688
1,121
2/29/00
3,938
954
3/31 /00
9,564
3,247
4/30/00
5,626
708
5/31 /00
5,626
642
6/30/00
2,813
1,179
7/31 /00
5,626
93
9/6/00
2,813
0
10/4/00
5,626
97
11 /1 /00
14,064
30
1 /12/01
1,688
70
3/5/01
1,125
208
$ 225,030 $ 16,072
% Allocated to Parking
$ Allocated to Parking
5/15/01 11:21 AM
10%
$ 1,607
Block 3 Town Hall Parking.xls beck arch
1
I
Invoice
Cooper 5 Stebbins
1256 Main Street
Suite 240
Attn.: Mr. Brian Stebbins
Southlake TX 76092
i
1
Project: 99076.00 __.,rl'outhlake Building 3C
Architect of Record services' or �75-F two-story buiilddng w/basement.
Professional Services October 1 1999 through October 31. 199°
October 31,1999
Project No: 99076.00
Invoice No: 0000001
REVISED
Fee
,
Total Fee
-228,T'S5.-00 r
•
Percent Percent
Phase
of Fee 1�1251 Fee Complete
Schematic Design
57• 4HO -� 100.00
Design Development
I o'7 • 15.00 725,'3100.00
Construction Documents
t001 50.00135'oYa4�#B� 1144;3M6 10.00
Construction Admin
�S 'l , 25.00 56A55 0.00
Total Earned
Previous Fee Billing
Current Fee Billing
Total Fee
Reimbursable Expenses
Facsimile
Reproductions
Long Distance Telephone
Consultant Reim Expenses
Total Reimbursables 1.07 times
7001 Preston Road
Suite 210. LB 12
DaW. Texas 75205
Tel 214.SZZ.6494
Fax 214.522.8537 --
X
Earned
tr—M-510-
111Z5 1
34-,31V25
4 2
U,Q635
j'�_q 0
0.00
68,620.50
0.00
68,620.50
v All). 2-6 5- qC
-- Wyk* ..
94.00
302.14
38.19
0.56
434.89
465.33 -
Total this in ice M-,085.83
MUM
BECK
pl[BIIEtT88E
Cooper b Stebbins November 30.1999
Project No: 99076.00
Attn: Mr. Frank Bliss
1256 Main Street _ invoice No: 0000001
Suite 240 -
Southlake TX 76092 =
Project: 99076.00 Southlake Building 3C
Architect of Record services for 75.000 SF two-story building w/basement.
Professional Services• November 1 1999 through November 30.1999
Fee
Total Fee 225,030.00
Percent
Percent
Phase
of Fee
Fee Complete
Schematic Design
5.00
11.251.50 100.00
Design Development
10.00
22,503.Q0 100.00
Construction Documents
60.00
135,018.00 80.00
Construction Admin
25.00
56,257.50 0.00
Total Earned
Previous Fee Billing
Current Fee Billing
Total Fee
Reimbursable Expenses
Facsimile
Reproductions
Postage/Shipping/Delivery
Mileage/Toll/Parking
Total Reimbursables —1.07 times
Earned
j
(7�
11,251.50
22,503.00
pd,
dv-L 9qt 512.lu
108,014.40
0.00
141.768.90
47,256.30
94,512.60
-
94,512.60
41.00
2.088.29
103.29
23.94
2,256.52
2,414.48
6A
Total this invoice $96,927.08 /
7001 Preston Road. Suite 210. LB 12, Datlas. TX 75205 tel 214.522.8494 fax 214. 522.8537
www.beckarchitecture.com
BECK
ABtNIiE[iBRE
Invoice
Cooper 6 Stebbins
Attn: Mr. Frank Bliss
1256 Main Street
Suite 240 -
Southlake TX 76092
Project 99076.00 Southlake Buildi g 3C
Architect of Record services for 75,000 SF two-story building w/basement.
Professional Services: December 1. 1999 through December 31, 1999
Fee
Total Fee
Phase
Schematic Design
Design Development
Construction Documents
Construction Admin
225.030.00
Percent
of Fee
5.00
10.00
60.00
25.00
n d..
Reimbursable Expenses
Facsimile
Reproductions
Long Distance Telephone
Postage/Shipping/Delivery
Consultant Reimburseable Expense
Total Reimbursables
December 31.1999
Project No: 99076.00
Invoice No: 0000002
Percent b
Fee Complete
Earned
11,251.50 100.00
_
11,251.50 ✓
22,503.00 100.00-a��\1��1
22,503.00 ✓
135.018.00 95.00 1S1
128,267.10 CXWVeOt LO1252
56.257.50 5.00 g
2,812.88 Gard
_.' Total Earned
164,834.48
�- Previous Fee Billing
141,768.90
Current Fee Billing
23,065.58
Total Fee
23,065.58
119.00
4,330.69
23.06
12.46
40.49
1.07 times
4,525.70 4,842.50
7001 Preston Road. Suite 210, LB 12. Dallas. TX 75205 tel 214.522.8494 lax 214. 522.8537
www.beckarchitecture.com
BECK
A RLNIiECTUAE
Cooper & Stebbins January 31, 2000
Attn: Mr. Jeff Jones Project No: 99076.00
Invoice No: 0000003
1256 Main Street
Suite 240
Southlake TX 76092 --
Project: 99076.00 Southlake Building 3C
Architect of Record services for 75,000 SF two-story building w/basement.
Professional Services January 1 2000 through January 31. 0000
Fee
Total Fee 225,030.00
Percent
Percent
Phase
of Fee
Fee Complete
Schematic Design
5.00
11,251.50 100.00
Design Development
10.00
22,503.00 100.00
Construction Documents
60.00
135,018.00 95.00
Construction Admin
25.00
56,257.50 8•00
Total Earned
Previous Fee Billing
Current Fee Billing
Total Fee
Reimbursable Expenses
Facsimile
Reproductions
Long Distance Telephone
Postage/Shipping/Delivery
Mileage/Toll/Parking 1.07 times
Total Reimbursables
Earned
11,251.50 �d
22,503.00 P�
128,257AD—V/..
41500.60
TE66,522.20 3
164,834.48
1,687.72 {�
1,687.72
111.00
480.65
27.68
381.51
47.25
1,048.09
Total this invoice
7001 Preston Road, Suite 210, LB 12, Dallas. TX 75205 tel 214.522.8494 fax 214. 522.8537
www.beckarchitecture.com
1,121.46
$2,809.18
BEE<
ABCNITEfTUNE
Invoice
Cooper 8 Stebbins February 29. 2000
Attn: Mr. Jeff Jones Project No: 99076.00
1256 Main Street _. Invoice No: 0000004
Suite 240
Southlake TX 76092
Project: 99076.00 Southlake Building 3C
Architect of Record services for 75,000 SF two-story building w/basement.
Professional Services: February 1 2000 through February 29, 2000
Fee
Total Fee 225,030.00
Percent
Percent
Phase
of Fee
Fee Complete
Schematic Design
5.00
11,251.50 100.00
Design Development
10.00
22.503.00 100.00
Construction Documents
60.00
135.018.00 95.00
Construction Admin
25.00
56,257.50 15.00
Total Earned
Previous Fee Billing
Current Fee Billing
Total Fee
Reimbursable Expenses
Facsimile
Reproductions
Long Distance Telephone
Postage/Shipping/Delivery
Mileage/roll/Parking
Consultant Reimburseable Expense
Total Reimbursables 1.07 times
Earned J
11,251.50�G
22,503.00��
128,267..1.0_Y�N{`t1h
--8,438.63 — S
170,460.23 1.1.
166,522.20
3.938.03 —�
81.00
255.03
31.31
64.39
31.50
428.77
892.00
7001 Preston Road, Suite 210, LB 12. Dallas, TX 75205 tel 214.522.8494 fax 214. 522.8537
www.beckarchitecture.com
3,938.03\
954.44
RECFIVFD
MAR I LQQQ
BECK
A9LpITEtTUBE
Cooper & Stebbins
Attn: Mr. Jeff Jones
1256 Main Street
Suite 240
Southlake TX 76092
Project: 99076.00 South) a Building 3C
Architect of Record services for 75,000 SF two-story building w/basement.
Professional Services: March], 2000 through March 31, 2000
Fee
Total Fee 225,030.00
March 31, 2000
Project No: 99076.00
invoice No: 0000005
Percent
Percent
Phase
of Fee
Fee Complete
Schematic Design
5.00
11.251.50 100.00
Design Development
10.00
22.503.00 100.00
Construction Documents
60.00
135.018.00 100.00
Construction Admin
25.00
56,257.50 . 20.00
Total Earned
Previous Fee Billing
Current Fee Billing
Total Fee
Reimbursable Expenses
Facsimile
Reproductions
Long Distance Telephone
Postage/Shipping/Delivery
Consultant Reimburseable Expense
Misc Reimbursable Expens
Total Reimbursables 1.07 times
Earned
11,251.50F�
22,503.W?Cl
It
135,018.00
11,251.50
180,024.00 I
170,460.23
9,563.77 aC�
75.00
1,479.46
4.89
399.79
450.81
625.00
3,034.95
7001 Preston Road, Suite 210, LB 12. Dallas, TX 75205 tel 214.522.8494 fax 214. 522.8537
www.beckarchitectufe.com
3,247.40
BECK
pBLNITE[TUflE
Invoice
Cooper & Stebbins
Attn: Mr. Jeff Jones
1256 Main Street
Suite 240
Southlake TX 76092
91MCErVED
MAY 1 2 2900
April 30, 2000
Project No: 99076.00
Invoice No: 0000006
Project: 99076.00
Southlake Building 3C
Architect of Record services for 75,000 SF two-story building w/basement.
Professional Services: April 1
2000 through April 30, 2000
Fee
Total Fee
225,030.00
Percent
Percent
Phase
of Fee
Fee Complete
Schematic Design
5.00
11,251.50 100.00
Design Development
10.00
22,503.00 100.00
Construction Documents
60.00
135,018.00 100.00
Construction Admin
25.00
56,257.50 30.00
Total Earned
Previous Fee Billing
Current Fee Billing
Total Fee
r
Reimbursable Expenses
Facsimile
Reproductions
Long Distance Telephone
Postage/Shipping/Delivery
Mileage/Toll/Parking
Total Reimbursables 1.07 times
Earned
11,251.50 'PC1
22,503.00
135,018.00 Td
16,877.25 l 0
185,649.75
180,024.00
5,625.75
5,625.75
63.00
82.23
6.48
400.17
109.50
661.38 707.68
Total this invoice $6,333.43
7001 Preston Road, Suite 210. LB 12, Dallas, TX 75205 tel 214.522.8494 fax 214. 522.8537
www.beckarchitecture.com
RM
BECK
AR[NITECTUflE
Cooper& Stebbins
Attn: Mr. Jeff Jones
1256 Main Street
Suite 240
Southlake TX 76092
May 31, 2000
Project No: 99076.00.
Invoice No: 00000W
Project: 99076.00
Southlake Building 3C
Architect of Record services for
75,000 SF two-story building w/basement.
Professional Services• May 1
2000 through May 31. 2000
Fee
Total Fee
27,5,030.00
Percent
Percent
Phase
of Fee
Fee Complete
Schematic Design
5.00
11.251.50 100.00
Design Development
10.00
22.503.00 100.00
Construction Documents
60.00
135.018.00 100.00
Construction Admin
25.00
56,257.50 40.00
Total Earned
Previous Fee Billing
Current Fee Billing
Total Fee
Reimbursable Expenses
Facsimile
Reproductions
Long Distance Telephone
Postage/Shipping/Delivery
Consultant Reimburseable Expense
Total Reimbursables
1.07 times
Earned
11,251.507A
22,503.00 ?a
135,018.00�a
22,503.00 0
191,275.50
185,649.75
5,625.75
5,625.75
68.33
29.47
9.40
289.31
203.28
599.79 6 1.78
Total this invoice $6,267.53
7001 Preston Road, Suite 210, LB 12, Dallas, TX 75205 tel 214.522.B494 tax 214. 522.B537
www.beckarchitecture.com
BECK
ARCN11EfIURE
OR, � G11 Ni A L
Invoice
Cooper & Stebbins .
June 30, 2000
Project No:
99076.00
Attn: Mr. Jeff Jones
Invoice No:
0000008
1256 Main Street -
-
Suite 240
_
Southlake TX 76092
Project: 99076.00
Southlake Buildin 30C
Architect of Record services for 75,000 SF two-story building w/basement.
Professional Services June 1
2000 through June 30.2000
Fee
Total Fee
225.030.00
Percent
Percent
Phase
of Fee
Fee Complete
Earned
Schematic Design
5.00
11,251.50 100.00
11,251.50
Design Development
10.00
22.503.00 100.00
22,503.00
Construction Documents .
60.00
135,018.00 100.00
135,018.00
Construction Admin
25.00
56,257.50 45.00
25,315.88
Total Earned
194,088.38
Previous Fee Billing
191.275.50 _
Current Fee Billing
2.812.88
Total Fee
2,B12.88:.
Reimbursable Expenses
Facsimile
Reproductions
Long Distance Telephone
Postage/Shipping/Delivery
Mileage/Toll/Parking
Total Reimbursables
116.00
583.41
4.37
284.71
113.40
1.07 times 1,101.89 1,179.02
Total this invoice
7001 Preston Road. Suite 210, L8 12. Dallas, TX 75205 tel 214.522.8494 fax 214. 522.8537
www.beckarchitectufe.com
$3,991.90
BECK
pRfH11E[IUflE
EInvoice
Cooper 8 Stebbins
Attn: Mr. Jeff Jones
1256 Main Street
Suite 240
July 31.2000
Project No: 99076-00
Invoice No: 0000009
Southiake TX 76092
Project: 99076.00
Southlake Building 3C
Architect of Record services for
75,000 SF two-story building w/basement.
Professional Services July 1
2000 through July 25.2000
Fee
Total Fee
225,030.00
Percent
Percent
of Fee
Fee
Complete
Phase
Schematic Design
5.00
11,251.50
100.00
Design Development
10.00
22,503.00
100.00
Construction Documents
60.00
135,018.00
100.00
Construction Admin
25.00
56,257.50
55.00
Total Earned
Previous Fee Billing
Current Fee Billing
Total Fee
Reimbursable Expenses
Facsimile
Reproductions
Long Distance Telephone
Postage/Shipping/Delivery
Consultant Reimburseable Expense
Total Reimbursables
1.07 times
Earned
11,251.50
22.503.00
135,018.00
30,941.63
�6
199,714.13
194.088.38
5,625.75
\ 5,625.75 . .
19.00
6.37
1.27
20.50
39.45
86.59
Total this invoice
7001 Preston Road. Suite 210, LB 12. Dallas. TX-75205 tel 214.522.8494 fax 214. 522.8537
www.beckarchitecture.com
92.65
$5,718.40
BECK
A9tNIiEtTO6E
Invoice
Cooper & Stebbins
Attn: Mr. Jeff Jones
1256 Main Street
Slate 240
Southlake TX 76092
Project: 99076.00 Southlake Building 3C
Architect of Record services for 75,000 SF two-story building w/basement
Professional Services • Juh► 26 2000 through Au4ust 25, 2000
Fee
' ..XEIVE
S t P 18 2000
September 6, 2000
Project No: 99076.00
Invoice No: 0000010
Total Fee
225,030.00
.
Percent
Percent
iliiw Phase
of Fee
Fee Complete
Schematic Design
5.00
11,251.50 100.00
Design Development
10.00
22,503.00 100.00
Construction Documents
60.00
135,01 B.00 100.00
Construction Admin
25.00
56,257.50 60.00
Total Earned
Previous Fee Billing
Current Fee Billing
Total Fee
Iq
Earned
11,251.50
22.503.00
135,018.00
33,754.50
202,527.00
199,714.13
2,812.87
Y
\ Z812.87
Total this invoice $2,812.87
7001 Preston Road, Suite 210, LB 12, Dallas, TX 75205 tel 214.522.8494 fax 214. 522.8537
www.beckarchitecture.com
Invoice
Cooper & Stebbins
Atin Mr. Jeff Jones
1256 Main Street
Suite 240
Southlake TX 76092
Project: 99076.00 -- Soiitiliake Building 3C
Architect of Record services for 75,000 SF two-story building wlbasement.
Professional Services: August26, 2000 through September 22, 2000
Fee
Total Fee 225,030.00
October 4, 2000 continuing
Project No: 99076.00 our pursuit of
Invoice No: 0000011 excellence...
Percent
Percent
Phase
of Fee
Fee Complete
Earned
Schematic Design
5.00
11,251.50 100.00
11,251.50
Design Development
10.00
22,503.00 100.00
22,503.00
Construction Documents
60.00
135,018.00 100.00
135,018.00
Construction Admin
25.00
56,257.50 70.00
39,38025
Total Earned
208,152.75
Previous Fee Billing
202,527.00
Current Fee Billing
5,625.75
Total Fee
Reimbursable Expenses
Reproductions
Long Distance Telephone
Postage/ShippinglDelivery
Total Reimbursables 1.07 times
5,625.75
13.13
47.07
30.00
9020 96.51
Total this invoice $5,72226
Beck Architecture 7001 Preston Road - Dallas. Texas 75205. 214 522 8494 fax 214 522 8537 • BECKGROUPCOM
IN
Invoice
Cooper 8 Stebbins
Attn: Mr. Jeff Jones
1256 Main Street - -
Suite 240
Southlake TX 76092
�-BEC<
pB[flI1ELitlflE
November 1, 2000
Project No: 99076.00
Invoice No: 0000012
Project: 99076.00 Southlake Building 3C
Architect of Record services for 75,000 SF two-story building w/basement.
Professional Services: October 1
2000 through October 31. 2000
Fee
Total Fee
225.030.00
Percent
Percent
Phase
of Fee
Fee Complete
Schematic Design
5.00
11,251.50 100.00
Design Development
10.00
22.503.00 100.00
Constriction Documents
60.00
135,018.00 100.00
Construction Admin
25.00
56,257.50 95.00
Total Earned
Previous Fee Billing
Current Fee Billing
Total Fee
Reimbursable Expenses
Postage/Shipping/Defivery
Total Reimbursables
1.07 times
3c"
Earned
11,251.50
22,503.00
135,018.00
53,444.63
222,217.13
208,152.75
14,064.38
28.00
28.00
14,064.M
29.96
Total this invoice [E,094�.3�
7001 Preston Road, Suite 210, LB 12. Dallas, TX 75205 tel 214.522.8494 fax 214. 522.8537
www.beckarchitecture.com
BECK
ARtNI1EClUBf
Invoice
Cooper b Stebbins
Attn: Mr. Jeff Jones
1256 Main Street
Suite 240 - -
Southlake TX 76092
Project: 99076.00 Southlake Building 3C
Architect of Record services for 75,000 SF two-story building w/basement.
Professional Services: December 1.2000 through December 31, 2000
January 12, 2001
Project No: 99076.00
Invoice No: 0000013
Fee
Total Fee
225.030.00
Percent
Percent
Phase
of Fee
Fee Complete
Schematic Design
5.00
11,251.50 100.00
Design Development
10.00
22,503.00 100.00
Construction Documents
60.00
135,018.00 100.00
Construction Admin
25.00
56,257.50 98.00
Total Earned
Previous Fee Billing
Current Fee Billing
Total Fee
Reimbursable Expenses
Facsimile
Consultant Reimburseable Expense
Total Reimbursables 1.07 times
Earned
11,251.50
22,503.00
135,018.00
55,132.35
223,904.85
222,217.13
1,687.72
1,687.72
6.00
59.81
65.81 70.42
Total this invoice
7001 Preston Road. Suite 210, LB 12, Dallas, TX 75205 tel 214.522.8494 fax 214. 522.8537
www.beckarchitecture.com
$1,758.14
BEE<
A R C H I I I C I U R I
Invoice
Cooper 6 Stebbins
Attn: Mr. Jeff Jones
1256 Main Street _
Suite 240
Southlake TX 76092
March 5, 2001
Project No: 99076.00
Invoice No: 0000014
Project: 99076.00
Southlake Building 3C
Architect of Record services for 75,000 SF two-story building w/basement.
Professional Services: February
1 2001 through February
28.2001
Fee
Total Fee
225,030.00
Percent
Percent
Phase
of Fee
Fee Complete
Schematic Design
5.00
11,251..50 100.00
Design Development
10.00
22,503.00 100.00
Construction Documents
60.00
135,018.00 100.00
Construction Admin
25.00
56,257.50 100.00
Total Earned
Previous Fee Billing
Current Fee Billing
Total Fee
Reimbursable Expenses
Facsimile
Reproductions
Postage/Shipping/Delivery
Total Reimbursables 1.07 times
Earned
11,251.50
22,503.00
135,018.00
56,257.50
225,030.00
223,904.85
1,125.15
39.00
140.78
14.60
194.38
207.99
Total this invoice $1,333.14
7001 Preston Road, Suite 210, LB 12, Dallas, TX 75205 tel 214.522.8494 fax 214. 522.8537
www.beckarchitecture.com
EXHIBIT B
Developer's Agreement Phase 2
Summary of Developer's expenditures for reimbursement
RECORD
SOUTHLAKE TOWN SQUARE
PHASE TWO
COMMERCIAL DEVELOPERS AGREEMENT
An agreement between the City of Southlake, Texas, (hereinafter referred to as the "City"), and the
undersigned Developer, (hereinafter referred to as the "Developer'), of a commercial development
known as Southlake Town Square - Phase 2, to the City of Southlake, Tarrant County, Texas,
(more particularly described in Exhibit A attached hereto, hereinafter referred to as "Phase 2") for
the installation of certain community facilities and improvements designed to provide city services
to Phase 2 and that are intended to be dedicated as public facilities, as more fully described in this
agreement.
GENERAL REQUIREMENTS:
A. It is agreed and understood by the parties hereto that the Developer shall employ
a civil engineer licensed to practice in the State of Texas for the design and
preparation of the plans and specifications for the construction of all public facilities
covered by this agreement.
B. Developer will present to City either a cash escrow, Letter of Credit, performance
bond or payment bond acceptable to City guaranteeing and agreeing to pay an
amount equal to 100% of the value of the construction cost of all public facilities to
be constructed by Developer, and providing for payment to City of such amounts,
up to the total remaining amounts required for the completion of Phase 2 if
Developer fails to complete the work within two (2) years of the signing of this
agreement. A Best -rated bonding company should approve all bonds. All letters
of credit must meet the Requirements for Irrevocable Letter of Credit attached
hereto and incorporated herein.
The value of the performance bond, letter of credit or cash escrow will reduce at a
rate consistent with the amount of work that has been completed by Developer and
accepted by City. Lien releases will accompany each request for reduction
executed by the contractors performing the work. A performance and payment
bond, letter of credit or cash escrow from the prime contractor(s) or other entity
reasonably acceptable to City, hereinafter referred to as Contractor, will be
acceptable in lieu of Developer's obligations specified above.
C. Developer agrees to furnish to City maintenance bonds, letters of credit or cash
escrow amounting to 20% of the cost of construction of underground public utilities
and 50% for the paving. These maintenance bonds, letters of credit or cash escrow
will be issued prior to the final City acceptance of Phase 2 and will guarantee for a
period of two (2) years that all public facilities covered by this agreement will be free
of defects or failures due to materials or workmanship. The maintenance bonds,
letters of credit or cash escrow will be issued on behalf of the contractors
performing the work, and City will be named as the beneficiary if the contractors fail
to perform any required maintenance.
SOUTHLAKE TOWN SQUARE PHASE TWO COMMERCIAL DEVELOPER'S AGREEMENT PAGE 1
2/10/00 11:23 AM
D. It is further agreed and understood by the parties hereto that upon acceptance by
City, title to the public facilities shall be vested in City, and upon dedication by
Developer and acceptance by City, Developer relinquishes any right, title, or interest
in and to the public facilities or any part thereof. It is further understood and agreed
that until City accepts the public facilities, City shall have no liability or responsibility
in connection with any such facilities. City shall accept the facilities upon their
completion in accordance with the approved plans and specifications. Acceptance
of the public facilities shall occur at such time that City, through its City Manager or
his duly appointed representative, provides Developer with a written
acknowledgment that all public facilities are complete, have been inspected and
approved and are being accepted by City. Developer agrees to transfer fee simple
title to City by general warranty deed to all street rights -of -way and other property
upon which public facilities are constructed.
E. On all public facilities included in this agreement for which Developer awards his
own construction contract, Developer agrees to the following procedure:
Developer agrees to pay the following:
a. Inspection fees equal to three percent (3%) of the cost of the water,
street, drainage and sanitary sewer facilities, for which Developer
awards his or her own construction contract, to be paid prior to
construction of each phase and based on actual bid construction
cost;
b. Administrative Processing Fee equal to two percent (2%) of the cost
of water, street, drainage and sanitary sewer facilities, for which
Developer awards his or her own construction contract, to be paid
prior to construction of each phase and based on actual bid
construction cost;
C. Trench testing (95% Standard);
d. The additional charge for inspections during Saturday, Sunday,
holidays, and after normal working hours;
e. Any charges for retesting as a result of failed tests;
All gradation tests required to insure proper cement and/or lime
stabilization.
SOUTHLAKE TOWN SQUARE PHASE TWO COMMERCIAL DEVELOPER'S AGREEMENT PAGE 2
2/10/00 11:21 AM
2. City agrees to bear the expense of:
a. All nuclear density tests on the roadway sub grade (95% Standard);
b. Technician's time for preparing concrete cylinders; and
C. Concrete cylinder tests and concrete coring samples.
City can delay connection of buildings to service lines or water mains constructed
under this agreement until said water mains and service lines have been completed
to the satisfaction of and accepted by City.
F. Developer will be responsible for mowing all grass and weeds and otherwise
reasonably maintaining the aesthetics of all land and lots in Phase 2 that have not
been sold to third parties. After fifteen (15) days written notice, should Developer
fail in this responsibility, City may contract for this service and bill Developer for
reasonable costs. Such amount shall become a lien upon all real property of
Phase 2 so maintained by the City, and not previously conveyed to other third
parties, 120 days after Developer has notice of costs.
G. Any guarantee of payment instrument (Performance Bond, Letter of Credit, etc.)
submitted by Developer or a Contractor on a form other than the one which has
been previously approved by City as "acceptable" shall be submitted to the City
Attorney for City and this agreement shall not be considered in effect until the City
Attorney has approved the instrument. Approval by City shall not be unreasonably
withheld or delayed.
H. Any surety company through which a bond is written shall be a surety company duly
authorized to do business in the State of Texas, provided that City, through the City
Manager, shall retain the right to reject any surety company as a surety for any work
under this or any other Developer's Agreement with City regardless of such
company's authorization to do business in Texas. Approval by City shall not be
unreasonably withheld or delayed.
I. Developer agrees to fully comply with the terms and conditions of all other
applicable development regulations and ordinances of City. The approved
Development Regulations for Phase 2 are attached hereto as Exhibit C.
J. Developer agrees that Phase 2 improvements will be constructed in conformance
with the Site Plan attached hereto as Exhibit D (hereinafter referred to as the "Site
Plan") and any construction plans and other permits or regulatory authorizations
approved and/or granted by City during the development review process.
SOUTHLAKE TOWN SQUARE PHASE TWO COMMERCIAL DEVELOPER'S AGREEMENT PAGE 3
2/10/00 11:21 AM
PUBLIC FACILITIES:
Developer will install the public facilities in accordance with the approved plans and
specifications. Developer will provide all construction period funding for construction
costs, materials and engineering of the public facilities. The following additional
terms will apply:
A. ON SITE WATER:
Developer hereby agrees to install water facilities to service lots as shown on the
Final Plat of Phase 2 attached hereto as Exhibit B. Water facilities will be installed
in accordance with plans and specifications to be prepared by Developer's engineer
and released by City. Further, Developer agrees to complete this installation in
accordance with Ordinance No. 170 and shall be responsible for all construction
costs, materials and engineering. In the event that certain water lines are to be
oversized because of City requirements, City will reimburse Developer for the
oversize cost greater than the cost of an 8" line. Additionally, City agrees to provide
temporary water service at Developer's request and expense, for construction,
testing, dust control and irrigation purposes, to individual lots during the construction
of buildings, even though sanitary sewer service may not be available to the
buildings.
Developer will construct a 20" water line and a 12" water line as part of Phase 2
improvements as shown on the approved construction plans. City will reimburse
Developer for the cost of oversizing these lines from 8" to 12" and 20", respectively.
B. DRAINAGE:
Developer agrees to construct the necessary drainage facilities within Phase 2.
These facilities shall be in accordance with the plans and specifications to be
prepared by Developer's engineers, released by the City Engineer, and made part
of the final plat as approved by the City Council. Developer hereby agrees to fully
comply with all EPA requirements relating to the planning, permitting and
management of storm water which may be in force at the time that development
proposals are being presented for approval by City, or that may be modified by the
EPA.
C. STREETS:
If applicable, the street construction in Phase 2 shall conform to the requirements
in Ordinance No. 217. Streets will be installed in accordance with plans and
specifications to be prepared by Developer's engineer and released by the City
Engineer.
SOUTHLAKE TOWN SQUARE PHASE TWO COMMERCIAL DEVELOPER'S AGREEMENT PAGE 4
2/10/00 11:21 AM
1. Developer will be responsible for: a) Installation and two year operation of
street lights; b) Installation of all street signs designating the names of the
streets inside the subdivision, said signs to be of a type, size, color and
design standard generally employed by Developer and approved by City in
accordance with City ordinances; c) Installation of all regulatory signs
recommended by the Manual on Uniform Traffic Control Devices and as
directed by an engineering study performed by Developer's engineer and
reviewed by the Director of Public Works.
2. All street improvements will be subject to inspection and approval by City.
No work will begin on any street included herein prior to complying with the
requirements contained elsewhere in this agreement. All water, sanitary
sewer, and storm drainage facilities which are anticipated to be installed
within the street or within the street right-of-way will be completed prior to
the commencement of street paving construction on the specific section of
street in which the utility improvements have been placed or for which they
are programmed. It is understood by and between Developer and City that
this requirement is aimed at substantial compliance with the majority of the
pre -planned facilities.
It is understood that in every construction project, a decision later may be
made to realign a line or service which may occur after construction has
commenced. Developer has agreed to advise the City Director of Public
Works as quickly as possible when such a need has been identified and to
work cooperatively with City to make such utility change in a manner that will
be least disruptive to street construction or stability.
D. ON -SITE SANITARY SEWER FACILITIES:
Developer hereby agrees to install sanitary sewerage collection facilities to service
lots as shown on the final plat of Phase 2. Sanitary sewer facilities will be installed
in accordance with the plans and specifications to be prepared by Developer's
engineer and released by City. Further, Developer agrees to complete this
installation in compliance with all applicable City ordinances, regulations and codes
and shall be responsible for all construction costs, materials, engineering, permits
and impact fees.
SOUTHLAKE TOWN SQUARE PHASE TWO COMMERCIAL DEVELOPER'S AGREEMENT PAGE 5
2/10/00 11:21 AM
E. EROSION CONTROL:
During construction of Phase 2 improvements and after the streets have been
installed, Developer agrees to keep the streets free from soil build-up. Developer
agrees to use soil control measures such as hay bales, silt screening, hydro mulch,
etc., to prevent soil erosion. It will be Developer's responsibility to present to the
Director of Public Works a soil control development plan that will be implemented
for Phase 2. When in the opinion of the Director of Public Works there is sufficient
soil build-up on the streets or other drainage areas and notification has been given
to Developer, Developer will have seventy-two (72) hours to clear the soil from the
affected areas. If Developer does not remove the soil within 72 hours, City may
cause the soil to be removed either by contract or City forces and place the soil
within the subdivision at Developer's expense. All fees owed to City will be
collected prior to acceptance of Phase 2.
Developer shall obtain, prior to start of construction, a NPDES permit from the EPA
and shall provide this permit to City. Developer shall be solely responsible for
insuring compliance with all EPA regulations for erosion control and storm water
management.
F. USE OF PUBLIC RIGHT-OF-WAY:
It is understood by and between City and Developer that the public facilities
covered by this agreement provide unique amenities within public right-of-
way, such as landscaping, irrigation, lighting, etc., for the enhancement of
the addition. Developer agrees to maintain these amenities until the public
facilities are dedicated to and accepted by City.
2. City shall permit building projections into public easements and street right-
of-way consistent with the Site Plan. Developer shall maintain all such
projections in a safe and non -injurious manner and agrees to indemnify and
hold harmless City from any and all damages, loss or liability of any kind
whatsoever by reason of injury to property or third persons occasioned by
its use of the public right-of-way with regard to such projections and
Developer shall, at its own cost and expense, defend and protect City
against all such claims and demands. Developer (or assignees) shall
provide annual evidence of liability insurance to City. City shall be informed
by the insurance company of any lapse or cancellation of such liability
insurance. (Projections shall be as defined in the Development Regulations,
Section 4.0. )
3. City will maintain all streets, sidewalks, utilities, and other public facilities
from and after the date of dedication of and acceptance by City of such
improvements.
SOUTHLAKE TOWN SQUARE PHASE TWO COMMERCIAL DEVELOPER'S AGREEMENT PAGE 6
2/10/00 11:21 AM
G. START OF CONSTRUCTION:
Before the construction of the water, sewer, streets or drainage facilities can begin,
the following must take place:
Approved payment and performance bonds submitted to City in the name
of City prior to the commencement of any work.
2. At least six (6) sets of construction plans stamped "Released for
Construction" by the City Engineer.
3. All fees required by City to be paid to City.
4. This agreement shall have been executed.
5. Developer, or Contractor shall furnish to City a policy of general liability
insurance.
6. A Pre -Construction Meeting to be held with all Contractors, major Sub -
Contractors, Utilities and appropriate Government Agencies.
III. GENERAL PROVISIONS:
A. INDEMNIFICATION
DEVELOPER COVENANTS AND AGREES TO INDEMNIFY AND DOES HEREBY
INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS, AGENTS,
SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS
OR SUITS FOR PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, (INCLUDING, WITHOUT
LIMITATION, REASONABLE FEES AND EXPENSES OF ATTORNEYS, EXPERT
WITNESSES AND OTHER CONSULTANTS), ARISING OUT OF OR IN
CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE CONSTRUCTION,
MAINTENANCE, OCCUPANCY, USE, EXISTENCE OR LOCATION OF THE
PUBLIC FACILITIES, WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY
THE NEGLIGENCE OF CITY, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES, AND SHALL FURTHER BE LIABLE FOR INJURY OR DAMAGE
TO CITY PROPERTY, ARISING OUT OF OR IN CONNECTION WITH ANY AND
ALL ACTS OR OMISSIONS OF DEVELOPER, ITS OFFICERS, AGENTS,
SERVANTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS,
LICENSEES, INVITEES, OR TRESPASSERS.
B. Venue for any action brought hereunder shall be in Tarrant County, Texas.
SOUTHLAKE TOWN SQUARE PHASE TWO COMMERCIAL DEVELOPER'S AGREEMENT PAGE 7
2/10/00 11:21 AM
C. Approval by the City Engineer or other City employee of any plans, designs or
specifications submitted by Developer pursuant to this agreement shall not
constitute or be deemed to be a release of the responsibility and liability of
Developer, his engineer, employees, officers or agents for the accuracy and
competency of their design and specifications. Such approval shall not be deemed
to be an assumption of such responsibility and liability by City for any defect in the
design and specifications prepared by the consulting engineer, his officers, agents,
servants or employees, it being the intent of the parties that approval by the City
Engineer signifies City's approval on only the general design concept of the
improvements to be constructed. In this connection, Developer shall for a period
of two (2) years after the acceptance by City of the completed construction project,
indemnify and hold harmless City, its officers, agents, servants and employees,
from any loss, damage, liability or expense on account of damage to property and
injuries, including death, to any and all persons which may arise out of any defect,
deficiency or negligence of the engineer's designs and specifications incorporated
into any improvements constructed in accordance therewith, and Developer shall
defend at his own expense any suits or other proceedings brought against City, its
officers, agents, servants or employees, or any of them, on account thereof, to pay
all expenses and satisfy all judgments which may be incurred by or rendered
against them or any of them in connection herewith.
D. This agreement or any part thereof or any interest herein, shall not be assigned by
Developer without the express written consent of the City Manager, which shall not
be unreasonably withheld or delayed.
E. On all public facilities included in this agreement for which Developer awards his
own construction contract, Developer agrees to employ a construction contractor
who is approved by City, which approval shall not be unreasonably withheld or
delayed, said contractor to meet City and statutory requirements for being insured,
licensed and bonded to do work on public projects and to be qualified in all respects
to bid on public projects of a similar nature.
In addition, Developer, or Contractor shall furnish the payment and performance
bonds in the name of City prior to the commencement of any work hereunder and
shall also furnish to City a policy of general liability insurance.
F. Work performed under this agreement shall be completed within two (2) years from
the date thereof. In the event the work is not completed within the two (2) year
period, City may, at its election, draw down on the performance bond, letter of credit
or other security provided by Developer and complete such work at Developer's
expense; provided, however, that if the construction under this agreement shall
have started within the two (2) year period, City may agree to renew the agreement
with such renewed agreement to be in compliance with City policies in effect at that
time.
SOUTHLAKE TOWN SQUARE PHASE TWO COMMERCIAL DEVELOPER'S AGREEMENT PAGE 8
2/10/00 11:21 AM
G. Prior to final acceptance of Phase 2 improvements, Developer shall provide to City
(IIiw three (3) copies of Record Drawings of this project, showing the public facilities as
actually constructed. In addition, Developer shall provide electronic files in a .dxf
format showing the sanitary sewer plan and profile, storm drain plan and profile,
street plan and profile, and water line plan.
IV. OTHER ISSUES:
A. OFF -SITE DRAINAGE:
Developer has agreed to design on -site storm water systems so that there is no
increase in storm water volume from Phase 2. In the event that Developer, with
City=s review and approval, chooses to modify this design, then Developer shall
contribute to off -site improvements within the Southlake Town Square development
as needed to increase the capacity to handle the increased volume.
B. OFF -SITE SEWER AND WATER FEES:
There are no off -site sewer, off -site drainage, or off -site water structures required
for Phase 2.
C. PARK FEES:
Park dedication requirements applicable to Phase 2 are 0.16 acres. Developer has
carried forward a 0.9 acre credit from Phase I, and is entitled to apply such credit
to Phase 2 park dedication requirements. Developer shall be allowed to carry
forward a 0.74 acre credit to future phases of development after the application of
such credit.
D. TREE PRESERVATION ORDINANCE:
All construction activities shall meet the requirements of the Tree Preservation
Ordinance No. 585-A (and any amended versions).
SOUTHLAKE TOWN SQUARE PHASE TWO COMMERCIAL DEVELOPER'S AGREEMENT PAGE 9
2/10/00 11:21 AM
E. CITY'S PURCHASE OF LAND AND RIGHT-OF-WAY:
In connection with the development of Southlake Town Square, City has created a
Tax Increment Reinvestment Zone No. 1 (the "TIRZ") to promote the development
of a "downtown" area of City and to provide for funding in connection with the
construction and purchase of certain public facilities. Because Southlake Town
Square will serve as City's "downtown" area, City deems it necessary to obtain fee
simple title to all street rights -of -way and real property upon which public facilities
will be constructed. Developer will convey the above property located within Phase
2 to the City by general warranty deed. In consideration for such conveyance, City
agrees to pay Developer, subject to the conditions and limitations set forth in
Section IV.F. below, forty percent (40%) of the cost of all public streets, sidewalks,
landscaping and associated streetscape improvements identified on Exhibit E, not
to exceed $500,000.00; provided, however, any costs over $500,000.00 shall be at
Developer's sole expense.
F. PAYMENTS TO DEVELOPER:
City's payment obligations under Section IV.E. are expressly contingent
upon:
a. City's participation in the TIRZ;
b. the dedication by Developer and acceptance by City of all
public facilities;
C. completion by Developer of the initial four (4) buildings in
Phase 2, containing not less than 35,000 gross square feet
of building area, identified as Lot 1 on Exhibit D;
d. the issuance of certificates of occupancy for eighty percent
(80%) of the retail users within the 35,000 gross square feet
identified in Paragraph IV.F.I. above and;
e. the availability of funds from:
i) incremental real property tax revenues within the
TIRZ (the "TIRZ" tax revenues);
ii) incremental business personal property city tax
revenues generated within Phase 2 (the "personal
property tax revenues"); and
iii) incremental 1 % City General Fund sales tax
revenues generated within Phase 2 sufficient to meet
obligation as described below.
SOUTHLAKE TOWN SQUARE PHASE TWO COMMERCIAL DEVELOPER'S AGREEMENT PAGE 10
2/10/00 11:21 AM
2. The City's payments to Developer for the rights -of -way and real property
described above shall be met from available TIRZ tax revenues after
payment of the annual debt service for the Joint Use Facility described in
Section IV.J. below, commencing with the tax year beginning January 1,
2000 (fiscal year ending September 30, 2001). However, should there be
insufficient TIRZ tax revenue from Southlake Town Square to meet the
payment obligations to Developer under Phase 1 and Phase 2 after
payment of the annual debt service for the Joint Use Facility, a combination
of the TIRZ tax revenues, the personal property tax revenues, and sales tax
revenues from Phase 1 and Phase 2 will be used for the payment to
Developer of the aggregate purchase price of $4,000,000 from Phase 1 and
$500,000 from Phase 2.
a. These payments are anticipated to be made until September
30, 2019, or until the purchase price of the $500,000 is paid.
b. In the event the City wishes to accelerate repayment of this
amount, it shall be based upon the principal amount
outstanding at that time. The amortization schedule shall be
jointly agreed upon by City and Developer and approved by
separate agreement.
C. If annual revenues received from the three taxing streams
(the TIRZ tax revenues, the personal property tax revenues,
and the sales tax revenues) are not sufficient to cover the
debt service for the Joint Use Facility, no payment shall be
made to Developer for that year.
d. After payment of debt service for the Joint Use Facility, the
remaining revenues from the three taxing streams identified
above shall be dedicated to payment to Developer, not to
exceed the annual debt service payment described in the
amortization schedule agreed upon by City and Developer.
3. If an initial certificate of occupancy is not issued for Phase 2 within two (2)
years from the date of execution of this agreement, City's obligation will be
null and void and City should be released from any obligation to make the
payments provided above.
G. CHANGE IN USE:
In the event that City determines to change the use of any real property in Phase
2 which is purchased pursuant to this agreement for street rights -of -way, any design
of structures shall be subject to the review and approval of the Subdivision=s
Architectural Review Committee ("ARC") pursuant to the Southlake Town Square
Covenants, Restrictions and Easements.
H. NORTH CARROLL AVENUE RELOCATION AND WIDENING:
The Site Plan includes the extension of the FM 1709 to Prospect Avenue section
SOUTHLAKE TOWN SQUARE PHASE TWO COMMERCIAL DEVELOPER'S AGREEMENT PAGE 11
2/10/00 11:21 AM
of North Carroll Avenue from north of Prospect Avenue to north of Federal Way, in
accordance with the preliminary layout attached hereto as Exhibit F. Terms of such
relocation and widening shall be as follows:
1. Developer has dedicated the land shown on the recorded Final Plat to allow
for construction of the road improvements. City will acquire all other
necessary easements or rights -of -way from adjacent landowners.
Developer will cooperate with City in obtaining the consent of such adjacent
landowners.
2. Developer will employ a civil engineer and other outside consultants as
necessary for the design and preparation of the final plans and
specifications for the extension of North Carroll Avenue pursuant to the
preliminary layout attached hereto.
3. Developer will pay all construction costs and related engineering, including
all earthwork, infrastructure, paving and landscaping costs associated with
the North Carroll Avenue extension project.
4. In consideration of Developer's construction of and payment for the North
Carroll Avenue extension described herein, City will provide Developer and
Developer's affiliated development companies, Southlake Venture East L.P.
and Southlake Central Venture, with a fee credit in the amount of total
Phase 2 impact fees and past, present and future Phase I impact fees up
to a total fee credit of the cost of such construction.
SOUTHLAKE TOWN SQUARE PHASE TWO COMMERCIAL DEVELOPER'S AGREEMENT PAGE 12
2/10/00 11:21 AM
SIGNED AND EFFECTIVE on the date last set forth below:
DENISE J. CARIN'O
aaStvseaTm
Comm. ;:
Ex Tres f2-30-2000
CITY OF SOUTHLAKE
By:
The norable Rick Stacy, Mayor
SOUTHLAKE VENTURE WEST L.P.
By: Rialto Southlake West, L.P.
its General Partner
By: CS Southlake, LLC
its General Partner
By:
Brian R. tebbins, President
CS Southlake, LLC
ATTEST:
Notary Public: ailra� CC41v��
Type or Print Notary Name: tbEM Se T Ct:kC tf\j d
My Commission Expires: l D 30 —011GE10
Address: 1725 E. Southlake Blvd., Southlake. Texas 76092
Date: 11wi,
ATTEST:
By ,A)
Sandra
rand, City Secretary
Date:
``�a�un I nmai
p �s�i
\� F S UT ��i
Zm_
s••' -a}
�unrnu�u
SOUTHLAKE TOWN SQUARE PHASE TWO COMMERCIAL DEVELOPER'S AGREEMENT PAGE 13
2/10/00 11:21 AM
CL \a'r, ��
REQUIREMENTS FOR IRREVOCABLE LETTER OF CREDIT
The Letter of Credit (L of C) must have a duration of at least one year.
2. The L of C may be substituted for utility security deposits exceeding $10,000.00. The City
reserves the right to specify the face amount of the letter of credit.
3. The L of C must be issued by an FDIC -insured bank in a form acceptable to The City of
Southlake. The City reserves the right to approve/disapprove the bank issuing the Letter
of Credit.
4. The L of C must be issued by a bank that has a minimum capital ratio of six (6%) percent,
and has been profitable for each of the last two consecutive years.
5. The customer must provide The City with supporting financial information on the bank to
allow the City to ascertain requirements are met. Suitable financial information would be
the previous two (2) years December 31 Call Reports submitted to the FDIC and audited
financial statements.
6. Partial drawings against L of C must be permitted.
7. The City must be able to draft on sight with proof of amount owed.
8. The customer pays any and all fees associated with obtaining L of C.
9. Expiring letter of credit must be replaced by substitute letters of credit at least 30 days prior
to the expiration date on the L of C held by The City.
SOUTHLAKE TOWN SQUARE PHASE TWO COMMERCIAL DEVELOPER'S AGREEMENT PAGE 14
2/10/00 11:21 AM
EXHIBIT A
STATE OF TEXAS
COUNTY OF TARRANT
WHEREAS WE, The Fechtel Group, a Texas General Partnership, is the owner of a
7.932 acre tract of land in the RICHARD EADS SURVEY, Abstract No. 481, Southlake,
Tarrant County, Texas, being a portion of that certain 70.844 acres conveyed to The
Fechtel Group by deed recorded in Volume 9811, Page 1241, Deed Records, Tarrant
County, Texas (D. R., T. Co., Tx.);
Being a 7.932 acre tract of land situated in the Richard Eads Survey, Abstract No. 481,
located in Southlake, Tarrant County, Texas, said tract being a portion of aforesaid
70.844 acres and being more particularly described by metes and bounds as follows:
BEGINNING at a called 5/8 inch iron rod in concrete found in the common East line of
said Richard Eads Survey and center of North Carroll Avenue for the common - -
Northwest corner of Southlake Town Square -Phase I, as recorded in Cabinet A, Slide
4892, Plat Records, Tarrant County, Texas (P.R., T.Co., Tx.) and Southwest corner of
this tract;
THENCE with said common survey line and centerline of North Carroll Avenue, North
00 degrees 11 minutes 06 seconds West 562.00 feet to a point for the Northwest corner
of this tract;
THENCE departing said survey line and centerline, EAST at 50.00 feet, passing a 5/8
inch iron pin set for the intersection of East line of North Carroll Avenue with the North
line of Federal Way, a proposed 62.5 foot wide street, in all 639.14 feet to a 5/8 inch
iron pin set for the Northeast comer of intersection of North line of Federal Way with the
East line of proposed Reserve Street;
THENCE with said East line of Reserve Street, SOUTH to the intersection of Northwest
line of State Street with East line of Reserve Street at 298.11 feet to a 5/8 inch iron pin
set in the present dedicated Northwest line of State Street;
THENCE with said present dedicated Northwest line of State Street, South 30 degrees
00 minutes 00 seconds West 126.00 feet to an angle point in said RIW;
THENCE continuing with dedicated West line of State Street, SOUTH 154.77 feet to its
intersection with present dedicated North line of Prospect Street;
THENCE departing the West line of State Street and with North line of Prospect Street,
WEST passing a 5/8 inch iron pin found for East line of North Carroll Avenue at 524.33
feet, and continuing in all 574.33 feet to the place of beginning and containing some
7.932 acres of land.
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FINAL PLAT
LOTS 1 AND 2, BLOCK 10
---- —t----------�s„-
SOUTHLAKE TOWN SQUARE
IREET
'
PHASE II
s�
AN ADDITION TO THE CITY OF
SOUTHLAKE
tea°
TARRANT COUNTY, TEXAS
,..............
s`" A+ fdti
IN THE RICHARD EADS SURVEY, A-481
7.932 ACRES
• c�.or'
awue,
JUNE 17, 1999
Rc rco,n MW
rl c/O 00" • Slvmwa V.
IM — STRUT
( 2 - LOTS
"m SATE 2"
o =,?"LAM TEf•3 TRWT
"%vi}ni anio
A4-t.15'
tF� PLAT FMM) CABUM -, mmC 53G! GATE 14--.
' Cw• U-H-37
EXHIBIT B
EXHIBIT C
DEVELOPMENT REGULATIONS
In this S-P-1 Site Plan District, the following development regulations and standards shall
be applicable and shall control to the extent of any conflict with other development regulations in
the Comprehensive Zoning Ordinance, Landscape Ordinance and Subdivision Ordinance.
1.0 Use Regulations
a. Permitted Uses - Permitted uses shall be in accordance with the C-3 Zoning
District, including U.S. Post Office and associated outside storage, except as
otherwise provided below.
b. Non -Permitted Uses:
The following uses shall not be permitted:
Filling stations or service stations, operating with or without a convenience store.
Frozen food lockers for individual or family use, not including the processing of
food except cutting or wrapping.
Sexually oriented businesses.
C. Uses Permitted by Specific Use Permit Only:
The following uses shall not be permitted without a Specific Use Permit approved
in accordance with Section 45 of the Comprehensive Zoning Ordinance ("Specific
Use Permit"):
Sale of previously owned retail goods.
Electrical and gas repair and installation services, except where such
services are provided incidental to the retail sale of electrical and gas
appliances and supplies.
Lodges, sororities and/or fraternities.
Medical care facilities requiring or allowing an overnight stay, to include
hospitals with their related facilities and supportive retail and personal
service uses operated by or under the control of the hospital primarily for
the convenience of patients, staff and visitors.
Non mechanical penthouses intended for human occupancy.
Mortuaries, fimeral homes and undertakers.
2-1
Plumbing and heating appliance repair and installation services, except
where such services are provided incidental to the retail sale of plumbing
and heating appliances and supplies. All storage of materials must be
indoors within this zoning district.
2.0 Accessory Uses - Permitted accessory uses shall be in accordance with the C-3 district.
In addition, the following accessory uses shall be permitted:
• outdoor dining and seating areas
• street furniture, urban design fixtures and streetscape components
3.0 Development Regulations - In this S-P-1 Site Plan District, the following development
regulations shall be applicable:
a. Building Height: No building shall exceed one (1) story nor shall it exceed the
elevation of 710 feet NGVD 1929 as specified in Ordinance 480, Section
43.9.C.l.g(i), unless specifically exempted.
b. Front, Side and Rear Yards: With the following exception, no front, side or
rear yard is required. Notwithstanding the foregoing, buildings along the east
right-of-way of North Carroll Avenue shall maintain a minimum thirty-two (32)
foot setback. No service drives or parking shall be permitted within the setback in
front of a building as herein provided unless such building is setback a minimum
of fifty (50) feet. In no event shall the bufferyard along North Carroll Avenue be
less than twenty (20) feet. No bufferyard shall be required between lots or
between a building and any public street except at North Carroll Avenue, as noted
above.
C. Maximum Impervious Coverage: The maximum impervious coverage shall not
exceed seventy-nine percent (79%) of the total block area; and provided further,
that the maximum impervious coverage of any individual lot may not exceed
eighty-five percent (85%) of the total lot area.
d. Facade Articulation: Design guidelines for vertical and horizontal articulation
are set by elevations of the buildings submitted with the S-P-1 Site Plan. Any
combination of buildings which are located along a single block face may be
treated as a single building for purposes of applying the requirements for facade
articulation set forth in Section 43.9c.I(c) of the Comprehensive Zoning
Ordinance. The property owner shall provide an exhibit as appropriate with each
building permit showing cumulative block facade articulation. Nothing in this
paragraph shall require the retrofitting of an existing building.
4.0 Projections into Required Setback or into a Right -of -Way: The following projections
shall be permitted into a required setback or landscape area or into a public easement or
right-of-way, provided that i) no projection shall be permitted into a public easement or
right-of-way along North Carroll Avenue; ii) such projections do not extend over the
2-2
traveled portion of a roadway; iii) the property owner has assumed liability related to
such projections; and iv) the property owner shall maintain such projections in a safe and br non -injurious manner:
a. Ordinary building projections, including but not limited to water tables, sills, belt
courses, pilasters, and cornices may project up to twelve (12) inches beyond a
building face or architectural projection.
b: Roof eaves may project up to eighty-four (84) inches beyond the building face or
architectural projection.
C. Architectural Projections, including bays, towers, and oriels; show windows;
below grade vaults and areaways; and elements of a nature similar to those listed;
may project up to forty-two (42) inches into a required yard or beyond the
building face.
d. No portion of an architectural projection described in Sections 4.0a, b and c above
less .than eight (8) feet above the ground elevation may extend more than forty-
eight (48) inches into a required yard or beyond the building face.
e. Below -grade footings approved in connection with building permits.
law 5.0 Off -Street Parking: With the following exceptions, parking shall be provided pursuant
to Section 35 of the Comprehensive Zoning Ordinance, and such required parking shall
be calculated in accordance with the provisions of Section 35 (including the shared
parking provisions of Section 35.2):
a. On -street as well as off-street parking shall be permitted within the S-P-1 Site
Plan District.
b. Required parking shall be located and maintained within three hundred (300) feet
of the building served, and may be located anywhere within the S-P-1 Site Plan
District and/or in Blocks 2 and 3 and/or streets in the adjacent Southlake Town
Square N.R.P.U.D. On -street parking and shared parking anywhere within such
area may be counted toward the off-street parking requirement for the S-P-1 Site
Plan District.
C. Where on -street parking is permitted, angled, as well as parallel parking shall be
permitted. Forty-five (45) degree angled parking shall be permitted. However,
no on -street, drive, or common access easement parking shall be permitted within
thirty (30) feet of the cross curb line for a cross street, drive, or common access
easement.
2-3
6.0 Off -Street Loading: With the following exceptions, off-street loading shall be provided
pursuant to Section 36 of the Comprehensive Zoning Ordinance:
a. The minimum dimension of loading spaces shall be as follows:
10' x 25' regular size space
10' x 50' large space
b. The calculation of the minimum number of off-street loading spaces shall be in
conformance with the following schedules and rules regarding shared spaces:
Number of spaces:
Office Uses or portion of building devoted to office uses:
0 - 49,999 sf
0 spaces
50,000 - 149,999 sf
1 regular space
150,000 - 249,999 sf
2 regular spaces
250,000 sf and up
3 regular spaces
Retail Uses with the following Tenant size:
0 - 9,999 sf
0 s aces
10,000 - 49,999 sf*
1 regular space
50,000 - 99,999 sf*
1 regular space and
1 large space
100,000 sf and up*
2large spaces
Restaurant Uses with the following_ Tenant size:
0 - 9,999 sf
0 spaces
10,000 sf and up I
1 regular space
2. Loading spaces that are adjacent and accessible to several buildings or
tenant spaces, including buildings and tenant spaces on separate lots, shall
be allowed to suffice for the loading requirements for the individual
buildings or tenants provided that i) the number of spaces satisfies the
requirements for the combined square footages for the buildings or tenants
in question, and ii) for loading spaces to be shared among separate lots, an
agreement evidencing the right of tenants to the use of such spaces shall
be provided.
7.0 Streets and Sight Triangles: Within the S-P-1 Site Plan District, the following street
design standards shall apply:
a. Except as provided herein, no sight triangle shall be required. Adequate sight
distance will be provided at all intersections through the use of appropriate traffic
control devices. Sight triangles for vehicles exiting the development for both
public streets and private drives shall be provided at intersections with North
Carroll Avenue. These sight triangles shall be the triangle created by connecting
2-4
a point which is ten (10) feet into the site along the right-of-way at the
intersection and a point extending away from the intersection a distance of forty
�w (40) feet along the existing roadway right-of-way line.
b. For plantings within twenty (20) feet of any public street intersection, shrubs and
groundcover shall not exceed two (2) feet in height and tree branching shall
provide seven (7) feet of clearance as measured from the top of the ground
surface to the first branch along the tree trunk.
Nothing contained herein shall vary or supersede public safety requirements of
the City of Southlake as set forth in the Uniform Fire Code and other applicable
laws, rules and regulations of the City of Southlake.
8.0 Screening - Screening shall be provided in accordance with Sections 39 and 43.9.c. of
the Comprehensive Zoning Ordinance except that the following requirements shall be
followed in lieu of Section 43.9.c.1(e), Section 43.9.c.2(c), Section 43.9.c.2(d) or in lieu
of any other section to the contrary:
a. Screens comprised of planting materials and located within bufferyards along the
boundary of the S-P-1 Site Plan District shall be exempt from the architectural
fencing offset requirements of Section 43.9.c.1.(e).
b. Loading docks and loading spaces intended for tractor/semi-trailer delivery must
be screened from view from any public right-of-way, utilizing the methods
prescribed in Section 43.9.c.2(c); provided, however, where buildings, perimeter
screen walls and/or landscaping screen a loading dock or loading space from view
from public right-of-way, no additional screening shall be required around such
loading dock or loading space.
C. Trash Receptacles may be screened utilizing a combination of E.I.F.S. screen
walls, solid gate of wood or metal and landscaping, which, in combination,
provide a suitable visual barrier.
9.0 Accessory Structures — Flagpoles in support of the U.S. Post Office may extend up to
but shall not exceed a height of thirty-five (35) feet when located at the northwest corner
of Prospect Street and State Street.
10.0 Landscaping — Within the S-P-1 Site Plan District, the following landscape standards
shall apply:
a. Bufferyards — Canopy trees of not less than four (4) inch caliper shall be planted
approximately thirty-five (35) feet on center. No accent trees shall be required.
b. Interior Landscaping — Interior landscape shall apply in all interior, non-
bufferyard areas, including parking lot areas. In street areas, landscaping shall be
limited to street trees of not less than three and one-half (3.5) inch caliper in four
2-5
(4) by eight (8) foot tree wells with associated ground cover. In addition to this
arrangement, the service drive areas will be supplemented with two (2) foot by
L four (4) foot beds with two (2) inch caliper trees and associated ground cover.
These will be placed intermittently, as space allows. Calculation of interior
landscape shall be computed as a ratio based on linear footage of building based
on the formula "ILA=SCLF/TBLF x RILA," where "ILA" is the interior
landscape required hereunder; "SCLF" is the streetscape building linear footage;
"TBLF" is the total building lineal footage; and "RILA" is the interior landscape
area required pursuant to the zoning ordinance. For example, where a 70' x 122'
building (total building lineal footage of 384') has 122' lineal feet fronting a street
and 262' facing interior areas, the calculation of interior landscape required under
these Development Regulations is 122/262 or 68% of the interior landscape area
otherwise required under the zoning ordinance.
11.0 Bufferyards — Bufferyards shall be located within and along the western perimeter of
lots adjacent to North Carroll Avenue. Except as provided above, no bufferyard shall be
required within this S-P-1 Site Plan District.
2-6
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EXHIBIT E
BECK
Souttilake Town Square, Block 10
GMP
Streets
December 21, 1999
Item I Description Quantity UM
E&Ilb ork - Excavation / Rough Grade
Streets
R.E. Cupp Construction - Lump Sum
75,537
SF
Site Clearing / Grubbkrg
75,537
' �SF
Cut / Fill - Included
Haul Waste Materials OR -Site- Included
Silt Fence & Emsion Control
75,537
SF
Site Fencing 6' S (1) Gate @ $125 EA (A&M Fence)
0
LF
Construction Entrances
1
LS
Construction Barricades
1
LS
Bond
LS
Subtotal Public Fartltwork
Wt@L
Streets
20" Water Line
;0
LF
12" Water Line
0
LF
8" Water Line
1,048
LF
6" Water Line
80
LF
20" Butterfly Valve
0
EA
12" Gate Valve
0
EA
8" Gate Valve
6
EA
6" Gate Valve
4
EA
Fire Hydrant
4
EA
20" x 8" Tapping Sleeve and Valve
1
EA
20" x 6" Tapping Sleeve and Valve
1
EA
6" Blow -Off Valve
3
EA
Connect to Existing
2
EA
2" Air Release Valve
1
EA
Fftffr*s
0.7
TN
Trench Safety
1,358
LF
Inspection Fee, 3.00%
LS
Staking, 1.50%
LS
Bond
LS
Subtotal Public water
aSewe
Streets
8" Sewer Line
882 LF
4' Manhole
6 EA:
Extra Depth Manhole
10 VF
Conned to Existing
1 EA
Trench Safety
882 LF -
Inspection Fee, 3.00%
LS
Staking, 1.50%
LS
Bond
LS
Subtotal Public Sewer
Storm_ Drainage
Streets
36' CL III RCP
0
30' CL III RCP
22B 226
LF
24" CL III RCP
LF
21' CL III RCP
5
LF
18' CL III RCP
0
LF
4' SD Manhole
3k 8' Junction Box
2
EA
1
FA
2 - 36" Type B Headwall
0
EA
24" Type 8 Headwall
1
EA
Remove Existing Headwall
0
EA
8' Storn Manhole
0
EA
4' Storm Manhole
0
EA
4' Grate Inlet
0
EA
10' Curb Inlet
8
EA
Trench Safety
706
LF
Inspection Fee, 3.00%
LS
Staking, 1.50%
LS
Bond
LS
Subtotal Public Storm Drainage
Street and Parking Lot Paying
Streets
Grading for Llme Stabilization
9,017
SY
Lime Stabilization, 27lfsy
9,017
SY
Street Paving Area, 8' HMAC
6,316
SY
ADO for Increesed Federal allay Road Width (+49
334
SY
Street Paving Area, 5" HMAC
2,240
SY
Curb and Gutter, Streets
4,150
LF
Sidewalk Grading / Select FBI
0
SF
4' Sidewalks
0
SF
ADD for Sidewalk along Post Ofte
0
SF
Ramps.
0
EA
Stdplog
0
LS
Staking
1
LS
Tax
LS
Bond
LS
Subtotal Public Street and Parking Lot Paving
Block 10 Streets
General Conditions, 7.00%
Insuranoe, 0.60%
Subtotal
Fee, 3.50%
auutum1
Contingency, 2.50%
Subtotal
Site / Civil Construction Staking, 2.00%
Total Block 10 Sttsets
A
im
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If•Y18 VLSI
SOUTHLAKE TOWN SQUARE
Phase II T.I.F. Reimbursement Schedule
(Public Improvements Complete as of April 23, 2001)
Item Description
1) INFRASTRUCTURE
A) Mass Excavation & Earthwork
B) Streets & Curbs
Stone Drainage
Water Services
Sanitary Sewer
Street Paving
Lighting Distribution & Graphics
Subtotal
C) Off -site Roadwork
Traffic Signal Work
Road Modifications
Subtotal
D) Sidewalks
Sidewalk/paving (included with streetscape)
Streetscape
Landscaping
Miscellaneous (Beck and field engineering)
Subtotal
HC Beck (13.10%) and Cooper & Stebbins (4%) fees (percentage of cost)
Interest
Loan Fees
Allocation of Architect, engineering, & other soft cost -master planning
Allocation of Architect, engineering, & other soft cost -phase 1
Site Management Fee
Subtotal
TOTAL INFRASTRUCTURE Phase II
%
T.I.F.
Total Cost
Reimbursable
Reimbursement
138,642
40%
55,457
138,642
55,457
161,139
40%
64,456
115,543
40%
46,217
52,576
40%
21,030
315,250
40%
126,100
83,947
40%
33,579
40%
-
728,455
291,382
40%
-
40%
-
-
40%
-
84,191
40%
33,676
40%
-
40%
-
84,191
33,676
151,944
40%
60,778
96,813
40%
38,725
6,113
40%
2,445
-
40%
-
-
40%
-
8,403
40%
3,361
263,273
105,309
1,214,561
485,824
EXHIBIT C
T.I.F. Debt Service requirements related to Town Hall
TIF-Debt requirements
Fiscal
2000-E
2000
1999-B
Year
Series
Series
Series
Total
9/30/02
327,311
300,000
191,555
818,866
9/30/03
168,630
520,000
191,555
880,185
9/30/04
310,186
720,000
191,555
1,221,741
9/30/05
356,993
860,000
191,555
1,408,548
9/30/06
406,068
820,000
376,555
1,602,623
9/30/07
457,174
965,000
377,768
1,799,942
9/30/08
510,074
1,120,000
378,310
2,008,384
9/30/09
564,530
1,275,000
378,163
2,217,693
9/30/10
620,305
1,440,000
377,413
2,437,718
9/30/11
676,368
1,610,000
375,938
2,662,306
9/30/12
83,993
1,785,000
373,718
2,242,711
9/30/13
85,868
1,960,000
375,855
2,421,723
9/30/14
82,585
2,150,000
372,075
2,604,660
9/30/15
84,134
2,150,000
372,630
2,606,764
9/30/16
85,390
2,155,000
372,240
2,612,630
9/30/17
86,340
2,165,000
370,440
2,621,780
9/30/18
82,120
2,165,000
367,800
2,614,920
9/30/19
364,320
364,320
TOTAL
4,988,069
24,160,000
5,999,445
35,147,514
DEBT SERVICE
SCHEDULE OF REQUIREMENTS
2000-E SERIES CERTIFICATES OF OBLIGATION (TIRZ #1)
FISCAL BONDS DUE
YEAR NUMBER
BONDS DUE
8.15
INTEREST
2.15
INTEREST
B-15
TOTAL
2001.02
155,000
87,996
84,315
327,311
2002.03
0
84,315
84,315
168,630
2003-04
145,000
84,315
80,871
310,186
2004.05
200,000
80,871
76,121
356,993
2005-06
260,000
76,121
69,946
406,068
2006.07
325,000
69,946
62,228
457,174
2007.08
395,000
62,228
52,846
510,074
2008.09
470,000
52,846
41,684
564,530
2009.10
550,000
41,684
28,621
620,305
2010.11
635,000
28,621
12,746
676,368
2011.12
60,000
12,746
11,246
83,993
2012.13
65,000
11,246
9,621
85,868
2013.14
65,000
9,621
7,964
82,585
2014-15
70,000
7,964
6,170
84,134
2015.16
75,000
6,170
4,220
85,390
2016-17
80,000
4,220
2,120
86,340
2017-18
a.Q,000
2.120
11
82.120
TOTAL
TOTAL OUTSTANDING BONDS
TOTAL ORIGINAL ISSUE
ISSUE DATE
INTEREST RATES:
PAYING AGENT:
$3,630,000 $723,031
$3,630,000
$3,630,000
1215100
$635,035 $4,988,066
DEBT SERVICE
SCHEDULE OF REQUIREMENTS
SERIES 1999-B CERTIFICATES OF OBLIGATION
COMBINATION TAX AND TIF REVENUE
FISCAL BONDS DUE BONDS DUE INTEREST INTEREST
YEAR NUMBER B-15 2.15 B-15 TOTAL
2001-02
2002.03
2003.04
2004.05
2005.06
2006.07
2007-08
2008.09
2009.10
2010.11
2011-12
2012-13
2013.14
2014.15
2015.16
2016.17
2017-18
2018.19
TOTAL
TOTAL OUTSTANDING BONDS
TOTAL ORIGINAL ISSUE
ISSUE DATE
INTEREST RATES:
0
0
0
0
185,000
195,000
205,000
215,000
225,000
235,000
245,000
260,000
270,000
285,000
300,000
315,000
330,000
$3,610,000
bonds through
bonds through
bonds through
bonds through
bonds through
bonds through
bonds through
bonds through
bonds through
bonds through
bonds through
PAYING AGENT: CHASE BANK OF TEXAS
95,778
95,778
95,778
95,778
95,778
91,384
86,655
81,581
76,206
70,469
64,359
57,928
51,038
43,815
36,120
27,720
18,900
Im
$1,194,721
$3,610,000
$3,610,000
7121199
95,778
95,778
95,778
95,778
95,778
91,384
86,655
81,581
76,206
70,469
64,359
57,928
51,038
43,815
36,120
27,720
18,900
am
$1,194,721
4.750%
4.850%
4.950%
5.000%
5.100%
5.200%
5.250%
5.300%
5.350%
5.400%
5.600%
191,555
191,555
191,555
191,555
376,555
377,768
378,310
378,163
377,413
375,938
373,718
375,855
372,075
372,630
372,240
370,440
367,800
$5,999,443
DEBT SERVICE
SCHEDULE OF REQUIREMENTS
2000 COMBINATION TAX AND TIRZ#1
REVENUE CERTIFICATES OF OBLIGATION
FISCAL BONDS DUE
BONDS DUE INTEREST INTEREST
YEAR NUMBER
2.15 2.15 8.15
TOTAL
2001.02
273,879 26,121
300,000
2002-03
449,972 70,028
520,000
2003.04
589,939 130,061
720,000
2004.05
665,907 194,093
860,000
2005.06
598,862 221,138
820,000
2006.07
656,847 308,153
965,000
2007.08
712,488 407,512
1,120,000
2008.09
759,097 515,903
1,275,000
2009.10
796,997 643,003
1,440,000
2010.11
834,721 775,279
1,610,000
2011.12
861,102 923,898
1,785,000
2012.13
878,080 1,081,920
1,960,000
2013.14
892,788 1,257,212
2,150,000
2014.15
825,901 1,324,099
2,150,000
2015.16
764,335 1,390,665
2,155,000
2016-17
707,630 1,457,370
2,165,000
2017.18
656.492 1,508.508
2,165,000
TOTAL
$11,925,037 $12,234,963 $0
24,160,000
TOTAL OUTSTANDING BONDS
$11,925,037
TOTAL ORIGINAL ISSUE
$11,925,037
ISSUE DATE
316100
INTEREST RATES:
PAYING AGENT:
EXHIBIT D
T.I.F. Amended Project and Financing Plan, August 10, 1999
a
a
CITY OF SOUTHLAKE
TAX INCREMENT
REINVESTMENT ZONE # 1
AMENDED
PROJECT AND FINANCING PLAN
August 10, 1999
V
CITY OF SOUI'HLAKE
TAX INCREMENT REEWESTMENT ZONE #1
A►1ti1ENDED PROJECT AND FINANCING PLAN
TABLE OF CONTENTS
Amended Project Plan
1) Existing Uses and Conditions of Real Property and Proposed Improvements
to and Uses of That Property
2) Proposed Changes of Zoning Ordinances, Master Plans, Building Codes and
Other Municipal Ordinances
3) List of Estimated Nonproject Costs
4) Statement of a Method of Relocating Persons to be Displaced as a
Result of Implementing the Plan
Amended Financing Plan
1) Estimated Project Cost of Zone, including administrative expenses
2) Statement listing proposed public works or public improvements in the zone
3) Economic Feasibility Study
4) Estimated amount of Bond Indebtedness
5) Time When Related Costs Or Monetary Obligations Are To Be Incurred
6) Description of Financing Methods
7) Current Total Appraised Value of Taxable Real Property in the Zone
8) Estimated Captured Appraised Value of the Zone during Each Year of its
Existence
9) The Duration of the Zone
Exhibits
A Legal Description and Map of The Reinvestment Zone
B Tax Increment Reinvestment Zone Analysis
C Proposed Capital Improvements
D Listing of Properties and Appraised Taxable Real Value
E Resolution No. 97-43 Setting A Public Hearing On The Creation Of
the Reinvestment Zone and Public Notice Of A Public Hearing
on The Creation of A Reinvestment Zone
F Concept Plan
Town Center - Phase I
Town Center - Phase II
AMENDED PROTECT PLAN
Tax Increment Reinvestment Zone Number One
Southlake, Texas
In June 1997, the Southlake City Council began the process of creating the Tax Increment
Reinvestment Zone by setting the public hearing. In September of 1997, the City Council passed
Ordinance No. 682 establishing the TIRZ boundaries and creating a Board of Directors. In
December of 1997, the City Council approved the final project and financing plan. The City of
Southlake established a Tax Increment Reinvestment Zone Number One for the purpose of
dedicating the tax revenue generated within the zone to a comprehensive infrastructure and
facility development plan. The area consists of approximately 408 acres and is more fully
described in the map and legal description presented in Exhibit A.
The City created this zone to encourage quality commercial development along the Highway 114
corridor. The area is primarily undeveloped and the City intends to capture the anticipated
incremental tax revenue increase to apply to targeted public improvement projects that benefit all .
the overlapping taxing jurisdictions. This TIRZ zone represents an area that will develop fully at
some point in the future, however active business/commercial development occurring to the west
of the proposed zone may affect the zone's immediate development. With the creation of a Tax
Increment Reinvestment Zone, property tax revenues in excess of the current appraised taxable
value will be used to finance public improvements within the TIRZ Zone. The TIRZ will exist
for the next twenty years or the date when all project costs are paid and the debt is retired,
whichever comes first.
This amended project plan and financing plan includes changes based on the CISD's ability to
participate in the TIRZ and includes school educational facilities as consistent with the State
statutes.
As set forth in Section 3 11.0 11 in the Tax Increment Financing Act of the Tax Code, the Project
Plan for the Tax Increment Reinvestment Zone Number 1, Southlake Texas must include the
following elements:
1. A map showing existing uses and conditions of real property in the zone and
a map showing proposed improvements to and proposed uses of the
property.
The boundaries of the Tax Increment Reinvestment Zone are shown in Map 1. The majority
of the TIRZ area is open and undeveloped. Approximately 139.94 acres, or 41.5 %, receives
an agriculture deferral designation by Tarrant County Appraisal District. The far southeast
corner of the area is in the 75 `LDN' noise contour of Dallas/Fort Worth International
Airport, while the remainder is within the 65 `LDN' noise contour. `LDN' is the abbreviation
for the average day/night sound level calculation methodology used by airport operators to
determine noise levels.
The current zoning districts approved in the Reinvestment Zone are C3-General Commercial,
NR-PUD-Non-Residential Planned Unit Development, R-PUD - Residential Planned Unit
Development, AG - Agricultural, SF20A and SF20B- Single Family Residential, and CS -
Community Service. The current approved zoning districts are included on a map designated
as Map 2.
The City of Southlake Land Use Plan adopted in June 1993 designates this area as Mixed Use,
Medium Density Residential, Low Density Residential, and Industrial. Map 3 shows the Land
Use Plan for the TIRZ area.
Map 4 shows the current uses within the TIRZ area. This is not an exhaustive display, but is
intended to provide a feeling of the current area and the possibility of expansion. The TIRZ has
some existing development including Southlake City Hall, Walmart, Kroger, Home Depot,
Blockbuster Video, and several other retail commercial units. Business areas, such as Village
Center, have the opportunity to include more tenants, and this development is included in the
incremental tax calculations.
The final map, Map 5, shows the phasing of the development within the TIRZ based on what is
anticipated to occur. It emphasizes the stages of the Southlake Town Square development, and is
more indicative of the projected revenue streams from the order of development. It is not
intended to be a definitive statement of all projects and developments which may occur on the
TIRZ area. The contents of the maps are as follows:
Map 1 of 5 Boundaries of the Reinvestment Zone
Map 2 of 5 TIRZ Zoning
Map 3 of 5 Land Use in the TIRZ
Map 4 of 5 Current Uses and Conditions of Real Property in the TIRZ
Map 5 of 5 Anticipated Phases of Development within the TIRZ Area
2. Proposed changes of zoning ordinances, the master plan of the municipality,
building codes and other municipal ordinances.
No changes are anticipated to any city codes or ordinances by the creation of the Tax Increment
Finance Zone. This does not preclude, however, the possibility of planning and zoning changes
subject to the standard planning and zoning process and procedures.
3. A list of estimated non -project costs.
Non -project costs within the TIRZ zone are those development costs not paid for by the TIRZ.
These will include, but are not limited to, $360.5 million in improvement costs for the Southlake
Town Square which comprises 140 acres or nearly one third of the total land area of the Tax
Increment Reinvestment Zone. This provides a conservative projection of assessed value growth
and the potential funds available for public improvements. No information is available at this
Amended Project and Financing Plan
Tax Increment Zone #1
Southlake, TX
Page 2
August 10, 1999
time on the potential value of projects arising from the other non -developed property or from the
value of expanding uses currently within the TTRZ Zone.
4. A statement of a method of relocating persons to be displaced as a result of
implementing the plan.
In the process of developing Southlake Tax Increment Reinvestment Zone Number One it may
be necessary to relocate individuals and businesses. In the event that this is required, the City
will follow the procedures that would be used in the development or construction of other public
improvements outside the zone.
Amended Project and Financing Plan
Tax Increment Zone #1
Southlake, TX
Page 3
August 10, 1999
AMENDED FINANCING PLAN
Tax Increment Reinvestment Zone Number One
Southlake, Texas
The Amended Financing Plan provides information on the projected monetary impact that the
formation of the TIRZ could have on the property described in Exhibit A. It will also describe
how that impact can be utilized to enhance the area and region through leveraging the
resources of each entity who participate in the project.
Since the approval of the original project plan and financing plan, in December, 1997,
additional contractual information has been incorporated into this plan. These items include
(1) the interlocal agreements with the overlapping taxing entities between Tarrant County,
Tarrant County Hospital District, and Tarrant County Junior College, and the City; and, (2)
development agreement between the primary developers and the City. Upon approval of the
amended project plan and financing plan, the participation agreement between the Carroll
Independent School District and the City will be incorporated into this plan.
The Tax Increment Reinvestment Zone Analysis, prepared by First Southwest Company, is
included in its entirety in Exhibit B.
The allowable "project costs" by the municipality establishing a reinvestment zone, as set
forth in Section 311.011 in the TIF Tax code, are as follows:
acquisition and construction of public works, public improvements, new buildings,
structures, and fixtures; the actual costs of the acquisition, demolition, alteration,
remodeling, repair, or reconstruction of existing buildings, structures, and fixtures;
and the actual costs of the acquisition of land and equipment and the clearing and
grading of land;
• financing costs, including all interest paid to holders of evidences of
indebtedness or other obligations issued to pay for project costs and any
premium paid over the principal amount of the obligations because of the
redemption of the obligations before maturity;
• real property assembly costs;
• professional service costs, including those incurred for architectural,
planning, engineering, and legal advise and services;
• imputed administrative costs, including reasonable charges for the time
spent by employees of the municipality in connection with the
implementation of the project plan;
Amended Project and Financing Plan
Tax Increment Zone # 1
Southlake, TX
f Page 4
August 10, 1999
• relocation costs;
• organizational costs, including the costs of conducting environmental impact
studies or other studies, the cost of publicizing the creation of the zone, and
the cost of implementing the project plan for the zone;
• interest before and during construction and for one year after completion of
construction, whether or not capitalized;
• the cost of operating the reinvestment zone and project facilities;
• the amount of any contributions made by the municipality from general
revenue for the implementation of the project plan; and
• payments made at the discretion of the governing body of the municipality
that the municipality finds necessary or convenient to the creation of the
zone or to the implementation of the project plans for the zone.
The specific capital improvement projects anticipated to be undertaken in the TIRZ #1,
Southlake are included as Exhibit C.
As set forth in Section 311.011 in the Tax Increment Financing Act of the Tax Code, the
Financing Plan for the Southlake, Texas Reinvestment Zone Number One must include the
following elements:
1. Estimated Project Costs of the Zone, including administrative expenses; and,
2. A statement listing the kind, number and location of all proposed public
works or public improvements in the zone.
Total Project costs are estimated at approximately $163,669,018. Specific
project cost estimates are included in Exhibit C. The proposed public
improvements in the zone fall into five general categories: public buildings and
facilities, public parks, general infrastructure, operational and maintenance, and
other incremental costs. In addition, the TIF will pay a portion of project costs
and operations for the Carroll Independent School District's educational
facilities listed in Exhibit C-2 of the project plan, which are located in the TIRZ
boundaries. The participation agreement between the City of Southlake and the
Carroll Independent School District details the School District's level of
participation in the TIF. -
Amended Project and Financing Plan
Tax Increment Zone # 1
Southlake, TX
Page 5
August 10, 1999
The costs of each item and a brief description of the project components are as
follows:
Public Buildings and Facilities:
TownHall-City/County Facility - $12,000,000
The proposed "Town Hall" will be a shared facility between the City of
Southlake and Tarrant County with the goal to bring together in one central
location, the many civic offices of the City of Southlake and Tarrant County.
Town Hall will be located in the heart of the Town Square development, and
will be the focal point of the new downtown. The facility will be approximately
80,000 square feet with approximately 12,000 square feet dedicated for
Southlake's first Public Library. The offices for Tarrant County include the
County Commissioner, Constable, Justice of the Peace, County Clerk offices,
and Tax offices. The City of Southlake will include administrative offices, _
finance, municipal court, utility billing, planning, economic development,
public works, and a public safety sub -station.
Parking Facilities - $ 5,000,000
The public parking facility will provide parking for the Town Square
development and could provide the TIF an optional revenue source by
maintaining the right to charge parking fees.
Educational Facilities -
Library Capital Costs- $ 1,139,000
The Library facility is located within the Town Hall. The initial capital
expenditures related to the library facility include the purchase of
resource materials needed for the library collection, a library automation
system, and library furnishings.
Capital & Operational School Improvement Project- $113,200,000
As part of the TIRZ, the CISD will be paid a portion of project costs
and operations for the educational facilities described in the project plan.
The public improvements include a Middle School, Intermediate School,
Elementary School, Transportation Facility and Multipurpose Stadium.
The sites for these facilities are within the TIRZ boundaries and will
benefit the community by attracting individuals and businesses desiring
to relocate to the area with an exemplary school system which provides
quality academic and athletic facilities.
Amended Project and Financing Plan
Tax Increment Zone # 1
Southlake, TX
Page 6
August 10, 1999
Public Parks: $2,706,619
The TIRZ project plan includes costs associated with the development of public
parks within the Town Square development including the development of Rustin
and Fountain Place parks and a future six -acre park. These costs include land
acquisition, structures, landscaping and trails.
General Infrastructure: $24,710,400
The public improvement projects include streets, water, sanitary sewer, and
storm water drainage systems. The project plan separates the general
infrastructure into four categories designated as General Infrastructure A, B, C,
and Educational Infrastructure. General Infrastructure A and B projects include
costs associated with reimbursing the developer for 40% of the infrastructure
costs within the Town Square development.
General Infrastructure C costs include costs associated with road improvements
to Carroll Avenue and Kimball Avenue, which are located on the periphery of
the TIRZ boundaries.
The Educational Infrastructure costs include water, sewer, drainage, and road
construction to service the educational facilities located in the TIRZ. These
projects will be funded with CISD and City of Southlake Contributions only.
Operational and Maintenance:
Capital Maintenance - $2,973,000
Capital Maintenance includes site work costs associated with construction of
Town Hall and furniture, fixture, and equipment (FFE) costs for Town Hall.
FFE includes such construction costs associated with building the dais for the
Council Chambers, the bench for the Courtroom, etc. These funds will also
include furnishing the common areas of the Town Hall, and for furniture and
equipment for City of Southlake and Tarrant County offices.
The capital maintenance costs includes $1,000,000 designated for large capital
expenditures related to the building maintenance of the Town Hall facility.
Other Incremental Costs: $1,940,000
Professional services costs associated with the TIRZ project plan include the
architectural fees, construction management fees, and technology for the Town
Hall facility. - -
Amended Project and Financing Plan
Tax Increment Zone #1
Southlake, TX
Page 7
August 10, 1999
3. Economic Feasibility Study.
The fiscal impact of phased development is outlined in the Tax Increment
Reinvestment Zone Analysis (Exhibit B). Not reflected in this analysis is the
anticipated sales tax and personal property tax revenue which would be in
addition to the real property tax. These revenue streams would not be
designated to be used specifically in the zone.
4. The estimated amount of bonded indebtedness to be incurred.
The total principal amount to be issued for project costs is estimated at
$53,600,000 for Public Improvement Projects and $ 61,700,000 for School
Improvement Projects.
5. The time when related costs or monetary obligations are to be incurred.
It is anticipated that debt will be issued in phases to fund a portion of the public
works improvements that the corresponding real property development will
require. Please refer to Exhibit C for the details regarding the type of
improvements. Exhibit B provides an estimated timeline for issuance of debt.
6. A description of the methods of financing all estimated project costs and the
expected sources of revenue to finance or pay project costs, including the
percentage of tax increment to be derived from the property taxes of each
taxing unit on real property in the zone.
Project costs will be financed through the issuance of debt instruments or
through use of tax increment funds received. The revenue source will be the
real property taxes captured by the TIRZ District, which will account for 100%
of revenues used to retire the debt. For the Amended Financial Plan, the City
of Southlake, Tarrant County, Carroll Independent School District, Tarrant
County Junior College District and Tarrant County Hospital District are
illustrated as participating at 100% in the TIRZ.
The Carroll Independent School District is participating in the TIF with 100%
of its M&O rate in the TIF district. The TIRZ, active through the City, will
make annual payments to the School District in an amount necessary to offset
any negative financial impact on the School District, as a result of its
participation in the TIF, relating to State funds that would otherwise be received
by the School District under school finance legislation or relating to amounts --
that must be paid or contributed by the School District under school finance
law.
Amended Project and Financing Plan
Tax Increment Zone # 1
Southlake, TX
Page 8
August 10, 1999
7. The current total appraised value of taxable real property in the zone.
The total appraised value of the taxable real property in the zone using the 1997
base year values provided by the Tarrant Appraisal District is $32,123,017.
The taxable value of those same properties is $23,217,804, after deducting a
total of $8,805,213 for agricultural deferrals and tax exempt properties. A
listing of properties is included in Exhibit D. The total taxable value of all
properties on Southlake is $1.573 billion based on 1997 preliminary Tarrant
Appraisal District Values.
The 1999 total appraised value of the taxable real property in the zone provided by the
Tarrant Appraisal District is $54,949,664. The 1999 taxable value of those same
properties is $54,874,664, after deducting a total of $75,000 for agricultural deferrals
and tax exempt properties.
8. The estimated captured appraised value of the zone during each year of its
existence.
The estimated appraised value of the improvements in the zone per year is listed
in the following table. The estimated value of the zone assumes an annual
growth in the appraised value of 3 % . This is less than the historic average
annual growth of 5 % in assessed values in Southlake since 1992.
Incremental
Incremental
Fiscal Year
Taxable Assessed
Fiscal Year
Taxable Assessed
Valuation
Valuation
1998
$8,600,000
2009
$366,870,903
1999
$58,065,769
2010
$399,706,830
2000
$89,798,134
2011
$433,482,835
2001
$139,624,890
2012
$468,227,118
2002
$149,951,655
2013
$503,968,732
2003
$188,118,189
2014
$507,147,815
2004
$215,861,534
2015
$510,377,271
2005
$244,392,179
2016
$513,658,612
2006
$273,733,744
2017
$515,158,612
2007
$303,910,557
2018
$516,658,612
2008
$334,947,672
Amended Project and Financing Plan
Tax Increment Zone # 1
Southlake, .TX
Page 9
August 10, 1999
9. The duration of the zone.
The zone was created in September 1997, with an effective date of January 1,
1998. The zone exists for 20 years with the termination of the zone set at either
September 30, 2018 or the date when all project costs are paid and all debt is
retired, whichever comes first.
Amended Project and Financing Plan
Tax Increment Zone #1
Southlake, TX
Page 10
August 10, 1999 - .
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Ending
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Date
30-Sep
Valuation
Base Year
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1998
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1999
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2001
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2004
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2005
215.861.534
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244.392.179
9
l/l/06
2007
273.733.744
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2009
334.947.672
12
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2010
366.870.903
13
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2011
399.706.83(1
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2012
433.482.815
16
1/1/13
2014
503.968.732
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2015
507.147.815
18
1/l/15
2016
510.377.271
19
l/l/16
2017
513.658.612
Prepared By:
First Southwest Company
A
al TIF Without
Carroll 1SD
to of 0.9787
Cumulative
1.168
84.168
290
652.458
.854
1531.312
P09
2.897.821
11
6206511
637
8.319.147
860
10.711.014
:032
13.390.046
i3
is X
133
19.642.551
566
23 233.117
931
27.145.048
97
31387.544
342
40.902.425
456
45.865.881
062
50.860.943
1177
55.888.120
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38.700
38.700
261296
299.996
4(►4.092
704.088
628.312
1.332.400
846.532
2.853.714
971.377
3.925.091
1.099.765
4.924.856
1.231.802
6.156.657
1.507 265
9.031.519
1.650.919
10.682.439
].798.681
12.481.119
1.950.673
14.4.11.792
2.267.859
18.806.673
2.282.165
21.088.838
2.296.698
23.385.536
2.311.464
25.697.(KK)
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Exhibit A
'\ Beginning at the intersection of the south right-of-way line of F.M. 1709 (Southlake Boulevard)
and the projection
the existing
of the west right-of-way line of Carroll Avenue (said right-of-way being either
or what becomes future future
right-of-way after right-of-way acquisition).
THENCE
NORTH, along the west right-of-way of Carroll Avenue (said right-of-way being
either the existing or what becomes future right-of-way after future right-of-way
acquisition) to the intersection of the said west right-of-way line of Carroll
Avenue and the south right-of-way of State Highway 114 (Northwest Parkway)
(said right-of-way being either the existing or what becomes future right-of-way
-
after future right-of-way acquisition);
THENCE
NORTH, along the west right-of-way of the intersection of State Highway 114
(Northwest Parkway) and Carroll Avenue (said right-of-way being the west right-
of-way after right-of-way acquisition is complete for the construction of State
Highway 114 improvements) to the intersection of the north right-of-way of State
Highway 114 (said right-of-way being either the existing or what becomes future
right -of --way after future right-of-way acquisition), and the west right-of-way of
-
Carroll Avenue (said right-of-way being either the existing or what becomes
future right-of-way after future right-of-way acquisition);
THENCE
EAST, along the north right-of-way of State Highway 114 (Northwest Parkway)
(said right-of-way being either the existing or what becomes future right-of-way
after future right-of-way acquisition) continuing to the intersection of the east
right-of-way line of Kimball Avenue (said right-of-way being either the existing
or what becomes future right-of-way after future right-of-way acquisition);
THENCE
SOUTH, along the east right-of-way of State Highway 114 (Northwest Parkway)
(said right-of-way being the east right-of-way after right-of-way acquisition is
complete for the construction of State Highway 114 improvements) to the
intersection of the south right-of-way of State Highway 114 (said right-of-way
_
being either the existing or what becomes future right -of --way after future right-of-
way acquisition), and the east right-of-way of Kimball Avenue (said right-of-way
being either the existing or what becomes future right-of-way after future right-of-
way acquisition);
THENCE
SOUTH, continuing along the east right-of-way of Kimball Avenue (said right-of-
way being either the existing or what becomes future right-of-way after future
right-of-way acquisition) to the intersection of the south right-of-way of Crooked
Lane and the said east right-of-way of Kimball Avenue;
THENCE
continuing in a southeasterly direction in a curve to the left along the east right-of-
way of Kimball Avenue (said right-of-way being either the existing or what
becomes future right-of-way after future right-of-way acquisition) to the
r
intersection of the east right-of-way of Kimball Avenue and the west property line
of Tract I of the C.B. McDonald Survey (Abstract 1013);
THENCE
NORTH, along the west property line of said Tract 1 to the intersection of the
west line of Tract I and the southeast comer of Tract 3 of the C.B. McDonald
Survey (Abstract 1013);
THENCE
WEST, along the south property line of said Tract 3 to the southwest corner of
said Tract 3;
THENCE
NORTH, along the west property line of said Tract 3 to the southeast comer of
said Tract 3B3;
THENCE
WEST, along the south property line of said Tract 3B3 to the southwest comer of
said Tract 3B3; -
THENCE
NORTH, along the west property line of said Tract 3B3 to the northwest corner of
said Tract 3B3;
THENCE
EAST, along the north property line of said Tract 3B3 to the northwest corner of
said Tract 3;
THENCE
EAST,.along the north property line of said Tract 3 to the northwest comer of said
Tract 1;
THENCE
EAST, along the north property line of said Tract 1 to the northeast corner of said
Tract 1, said point being in the city limit line of the City of Southlake;
A ..
THENCE
SOUTH, along the said east property line of Tract I to a point being in the city
limit line of the City of Southlake and being in the north right-of-way line of
South Kimball Avenue (said right-of-way being either the existing or what
becomes future right-of-way after future Ki At -of -way acquisition);
THENCE
continuing in a southeasterly direction in a curve to the right along the north right-
of-way of South Kimball Avenue (said right-of-way being either the existing or
what becomes future right-of-way after future right-of-way acquisition) to the
intersection of the east right-of-way of South Kimball Avenue and the south
property line of Heritage Industrial Park, said point also being in the city limit line
of the City of Southlake;
_ THENCE
SOUTH, along the south property line of said Heritage Industrial Paris to the
intersection of the south line of Heritage Industrial Park and the south right-of-
way line of South Kimball Avenue;
THENCE
continuing in a northwesterly direction in a curve to the left along the west right-
of-way of Kimball Avenue (said right-of-way being either the existing or what
becomes future right-of-way after future right-of-way acquisition) to a point in the
east property line of Tract 1 of the C.B. McDonald Survey (Abstract 1013);
THENCE
SOUTH, along the said east property line of Tract 1 to the southeast corner of said
Tract 1, said point being in the city limit line of the City of Southlake;
THENCE
continuing in a southwesterly direction along the south line of said Tract I to the
southeast comer of Tract 1, said point being in the city limit line of the City of
Southlake;
THENCE
NORTH, along the said west property line of Tract 1 to a point in the east
property line of Green Meadow Addition and the south right-of-way line of South
Kimball Avenue (said right -of --way being either the existing or what becomes
future right-of-way after future right-of-way acquisition);
THENCE
continuing in a northwesterly direction in a curve to the left along the right -of- '
way of Kimball Avenue (said right-of-way being either the existing or what
becomes future right-of-way after future right-of-way acquisition) to the
intersection of the west right-of-way of Kimball Avenue and the south right-of-
way of Crooked Lane and the said east light -of -way of Kimball Avenue;
THENCE
NORTH, along the west right-of-way of Kimball Avenue to the southeast comer
of Tract 3A of the John A. Freeman Survey (Abstract 529);
THENCE
WEST, along the south property line of said Tract 3A to the southwest comer of
said Tract 3A;
THENCE
NORTH, along the said west property line of Tract 3A to the southwest comer of
Tract 1 of the John A. Freeman Survey (Abstract 529);
THENCE
NORTH, along the said west property line of Tract I to the southwest corner of
Tract 1 B of the John A. Freeman Survey (Abstract 529);
THENCE
NORTH, along the said west property line of Tract 1 B to the southwest corner of
Tract I C of the John A. Freeman Survey (Abstract 529);
THENCE
NORTH, along the said west property line of Tract 1 C to the northwest comer of -
Tract 1 C of the John A. Freeman Survey (Abstract 529);
THENCE.
EAST, along the said north property line of Tract 1 C to the northeast corner of
Tract I C of the John A. Freeman Survey (Abstract 529). said point being in the
west right-of-way of South Kimball Avenue;
THENCE
NORTH. along the said west right-of-way line of South Kimball Avenue to the
intersection of the west right-of-way of South Kimball Avenue and the south
right-of-way of F.M. 1709 (Southlake Boulevard);
THENCE
WEST, along the south right-of-way of F.M. 1709 (Southlake Boulevard) to the
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projection of the intersection of the west right -of --way of Carroll Avenue (said
-right-of-way being either the existing or what becomes future right -of --way after
future right-of-way acquisition) and south right-of-way of F.M. 1709 (Southlake
Boulevard);
THENCE
SOUTH, along the east right-of-way of South Carroll Avenue to the intersection
of the east right-of-way of Carroll Avenue (said right-of-way being either the
A-
existing or what becomes future right-of-way aRer f mm right -of --way
acquisition) and the north right-of-way of East Continental Boulevard;
'!HENCE SOUTH, across East Continental Boulevard to the intersection of the south right-
of-way line of East Continental Boulvard and the east right-of-way of Brumlow
Avenue;
"HENCE SOUTH, along the east right-of-way line of Brumlow Avenue to the intersection
of the east right-of-way line of Brumlow Avenue and the south line of the
Brumlow Industrial Addition, said point also being in the city limit line of the
City of SouWake; -
THENCE SOUTH, along the south property line of said Brumlow Industrial Addition to the
intersection of the south line of said Brumlow Industrial Addition and the west
right-of-way line of Brumlow Avenue;
'THENCE NORTH, along the west right-of-way line Brumlow Avenue to the intersection of
the west right-of-way line of Brumlow Avenue and the south right-of-way line of
East Continental Avenue;
THENCE WEST, along the south line of East Continental Avenue to the intersection of the
west right-of-way line of South Carroll Avenue and the south right-of-way line of
East Continental Avenue;
THENCE NORTH, along the west right-of-way line South Carroll Avenue to the
intersection of the west right-of-way line of South Carroll Avenue and the south
right-of-way of F.M. 1709 (Southlake Boulevard);
THENCE WEST, along the south right-of-way of F.M. 1709 (Southlake Boulevard) to the
projection of the intersection of the west right-of-way of Carroll Avenue (said
right-of-way being either the existing or what becomes future right-of-way after
future right-of-way acquisition) and south right-of-way of F.M. 1709 (Southlake
Boulevard) to the POINT OF BEGINNING, containing 408 acres, more or less.
`^ MnemapalTLKEWZ7.Of. wpd
MUM
A4
TL,of Allowable Project Costs
Public Buildings and Facilities
Joint City/County Facility
Educational Facilities
Parking Facilities
Public Parks
Land Acquisition
Special Structures
Landscaping
Trails
General Infrastructure
Water Utilities
Sewer Utilities
Storm Water
Streets and Curbs
Traffic Control
Sidewalks/Streetscape
Demolition & Excavation
Earthwork/Grading
Engineering/Contingency
Total Development Infrastructure
4of Developer Infrastructure
Operational and Maintenance
Capital Maintenance
Operation Costs
Other Incremental Costs
Professional Servicess
r
Exhibit C-1
Reinvestment Zone #1, Southlake
Proposed Capital Improvement Program
General General General Educational Schoollmprvt
Infrastructure A' Infrastructure B Infrastructure C2 Infrastructure Projects
$ 12,000,000.00
$ 1,139,000.00
$ 5,000,000.00
$ 1,134,154.00 $ 1,572,465.00
$
548,380.00
$
881,682.00
$
216,148.00
$
350,234.00
$
399,669.00
$
1,010,522.00
$
1,329,972.00
$
1,925,905.00 $ 2,500,000.00
$
1,000,000.00
$
3,484,739.00
$
4,907,623.00
$
302,540.00
$
488,585.00
$ 7,281,448.00 $ 9,564,551.00
$ 2,912,579.20 $ 3,825,820.40
$ 1,973,000.00 $ 1,000,000.00
$ 1,940,000.00
$ 652,000.00
$ 1,370,000.00
$ 300,000.00
$13,150,000.00
$ 61,700,000.00
$ 51,500,000.00
SUB -TOTAL COSTS $ 21,098,733.20 $ 6,398,285.40 $ 7,500,000.00 $15,472,000.00 $113,200,000.00
GRAND TOTAL $ 163,669,018.60
' The costs categorized as "educational facilities" include initial capital expenditures related to the
library facility for resource materials, library automation system, and furnishings.
2 These street costs include road improvements to Carroll Ave. and Kimball Ave. They are
either on the periphery of or exterior to the Rialto Development and thus the costs are
covered 100% by TIRZ revenues.
3 All projects in this phase are to be funded with CISD contributions only.
4 Capital Maint. Costs described in "General Infrastructure A" includes site work costs associated with construction
of Town Hall ($500,000), and FF&E costs for Town Hall ($1,473,000)
s Professional services includes ($200,000 for services fees; $1,200,000 for Architectural fees; $390,000
for Construction Management fees; and, $150,000 for Technology for Town Hall including AN, sound,
computer networking, etc.)
Exhibit C-2
Reinvestment Zone #1, Southlake
LV Proposed Capital Improvement Program
To be funded with CISD and City of Southlake Contributions Only
Educational Infrastructure
School Site (Continental Blvd)
South Carroll Avenue Road Construction from 1709 to Continental
$4,740,000.00
Brumlow Road Construction from Continental to SH 26
$2,470,000.00
Drainage Improvements for 16 acre school site on Continental
$300,000.00
Subtotal Infrastructure for Continental School Site
$7, 510, 000.00
School Sites (South Kimball Ave)
South Kimball Avenue Road Construction from 1709
$3,960,000.00
South Kimball Avenue Road Construction from Crooked to Heritage
$1,980,000.00
Construct a 12" waterline along Kimball
$652,000.00
Sewer for S. Kimball School site
$370,000.00
S-7 Sewer Line for 42 acre site on S. Kimball
$1,000,000.00
Subtotal Int:astructure for South Kimball School Sites $7,962,000.00
Total Educational Infrastructure $15,472,000.00
Educational
Buildings and Facilities
Middle School
$
19,500,000.00
Intermediate School
$
15,000,000.00
Elementary School
$
11,000,000.00
Transportation Facility
$
1,600,000.00
Stadium
$
14,600,000.00
Subtotal Buildings and Facilities $
61,700,000.00
Operating Costs
TIF Administrative Costs
$
75,000.00
Middle School
$
800,000.00
Intermediate School
$
500,000.00
Elementary School
$
500,000.00
Transportation Facility
$
200,000.00
Stadium
$
500,000.00
Annual Operating Costs
$
2,575,000.00
_
Cost for 20 years
$
51,500,000.00
Total Educational
$
113,200,000.00
TOTAL Contribution including Educational Infrastructure
$
128,672,000.00
and Educational Facilities and Operating Costs
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EXHIBIT E
RESOLUTION SETTING A PUBLIC HEARING
ON THE CREATION OF A Tat INCREMENT REINVESTMENT ZON-E
RESOLUTION NO. 97-43
A RESOLUTION by the City Council of the City of Southlake, Texas setting a
public hearing on the creation of reinvestment zone; directing notice of such
public hearing be given and resolving other matters incident and related thereto.
WHEREAS, the City Council of the City of Southlake, Texas has determined a certain
contiguous geographic area in the City should be designated a reinvestment zone to promote
development or redevelopment within the area pursuant to and in accordance with the
provisions of the Tax Increment Financing Act (V.T.C.A., Tax Code, Chapter 311. as
amended), hereinafter referred to as the "Act"; and
WHEREAS, a description of the proposed boundaries of the reinvestment zone.
together with tentative plans for the development or redevelopment of the proposed
reinvestment zone and an estimate of the general impact of the proposed reinvestment zone on
property values and tax revenues, is attached hereto as Exhibit A and incorporated herein by
! reference as a part hereof for all purposes; and
WHEREAS, before designating such area to be a reinvestment zone, the City must
hold a public hearing on the creation of the reinvestment zone and its benefits to the City and
to property in the proposed reinvestment zone; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE,
.TEXAS:
SECTION 1: A public hearing shall be held on the 26th day of August, 1997, during
the regular meeting of the City Council of the City to begin at 7:00 P.M., on the creation of a
reinvestment zone within the area and boundaries described in Exhibit A attached hereto and
incorporated herein by reference as a part of this Resolution for all purposes and its benefits to
the City and to the property in the proposed reinvestment zone.
SECTION 2: The Citv Manager. Director of Finance and Citv Secretary are hereby
authorized and directed to notify, not later than the 60th day before the date of said public
hearing, the governing body of each taxing unit that levies real property taxes in the proposed
reinvestment zone that the City intends to establish such reinvestment zone. Such notice to
said governing bodies shall be in writing and contain substantially the information appearing in
Exhibit A attached hereto, including a description of the proposed boundaries of the
reinvestment zone, the tentative plans for the development or redevelopment of the area within
E-1
Council to make a formal presentation to the governing bodies of the county and the scbool
district that levies real property taxes in the proposed reinvestment zone, as well as members
of the governing bodies of the other taxing units that levy real property taxes in the proposed
zone who may elect to attend such presentation; all in accordance with the provisions of
V.T.C.A., Tax Code, Section 311.003(f).
SECTION 3: The City Secretary is hereby further directed to cause a notice of the
public hearing on the creation of the reinvestment zone, in substantially the form. and content
of Exhibit B hereto attached, to be published at least once in a newspaper having general
circulation in the City not later than the seventh (7th) day before the date of the public hearing.
SECTION 4: It is officially found, determined, and declared that the meeting at which
this Resolution is adopted was open to the public and public notice of the time, place, and
subject matter of the public business to be considered at such meeting, including this
Resolution, was given, all as required by V.T.C.A., Government Code, Chapter 551, as
amended.
SECTION 5: This Resolution shall take effect and be in full force immediately from
and after its date of adoption shown below.
PASSED AND ADOPTED, this June 24, 1997.
Mayo , City of Southl exas
ATTEST:
10-1
h'AA if,/,&
ti<<
City Secretary, _ :M
City of Southlake, Texas f Y
(City Seal)
APPROVED AS TO FORIM:
k-
City Attorney
E-2
1
EXHIBIT E
PUBLIC NOTICE
NOTICE OF A PUBLIC HEARING
ON THE CREATION OF A
REINVESTMENT ZONE
The City Council of the City of Southlake, Texas on the 26th day of August, 1997, during the
Council's regular meeting to be held at 7:00 P.M. at the City Hall, 667 North Carroll Avenue,
Southlake, Texas, will conduct a public hearing on creation of a reinvestment zone to promote
development or redevelopment of the area consisting of approximately 646 acres of land _
generally located within the area bounded by East Highland Street, North Kimball Avenue,
East Southlake Boulevard (F.M. 1709) and North Carroll Avenue in the City of Southlake,
Texas. A more complete description of the proposed boundaries of the reinvestment zone,
together with the tentative plans for the development of the reinvestment zone and an estimate
of the general impact of the proposed reinvestment zone may be obtained from the office of the
City Secretary. All interested persons are invited to attend said public hearing and speak on
— the creation of the reinvestment zone, its boundaries or the concept of tax increment financing.
J
Sandra LeGrand
City Secretary.
City of Southlake, Texas
E-3
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EXHIBIT E
Developer's projections dated September 16, 1997
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