Loading...
SPIN2026-07 - Touchmark at Southlake SPIN Meeting ReportSPIN MEETING REPORT SPIN Item Number: SPIN2026-07 Project Name: Touchmark at Southlake SPIN Neighborhood: 3 Meeting Date: June 23, 2026 Meeting Location: 1400 Main Street, Southlake, TX City Council Chambers Total Attendance: 150+ Hosts: Ryan Firestone, Jennifer Crosby Applicant Presenting: Curtis Young City Staff Present: Ryan Firestone (Assistant to the Director, Planning and Development Services), Jennifer Crosby (Deputy Director, Planning and Development Services), Cyndi Cheng (Planner), Melissa Burnett (Administrative Assistant, Planning and Development Services) FORUM SUMMARY: Property Situation: SE Corner of N. Carroll Ave. and E. Highland St. Development Details: x Proposing an 18-acre senior living development Presentation:       GĴIOČ ćŌ _`Ō $ĵ  YŌ0*ĶóĈŌ¾ :đ%YŌEĄ 3ŌÃŽŌ ¤Ō e(:O–Ō o ŌZ¡ŌrPŌDØŌ ¥Ō Ï ĒîŌ -Ō ÈēŌn2ì 3Ō ¦Ō #+'Ō *MԶ҆ïŌFþŌ _@Ō k‰vÐŌB ‡—ŌpŌ §Ō iķÿŌl ŌÄŌ ¨Ō É{ IŌf [Ō-ŌdJJԜB+I“ Ō £Ō F;wŌ qôŌCzĸ Ō ""Ō Ë4 Ō$*“‘ı[t%Ō'ĨŌ .Ō s4äŌÊ|TÙŌhŌ "`Ō #=== ŌD•Pˆð ¢Ō Á 8 Ĥ[Ō BŽ Ō aŌ FÕÚĉŌh+*8Ō$ ŠŌ#>^Ō bŌ ¿T  ˆŌD–NŌ cŌ e”Ħ™%Ō -Ōd( İ˜Ō rÛŌ "@Ō nŌ0xŌ °Ō GõŌG Ō oħåŌ ±Ō m ‘4Ō$'Ō#žŌ k %xtěŌ·%3Ō ©Ō qĜzŌŃŌM 8Ōg† ňŌ µĥ•Ō /"Ō Å :ÜĿŌ!Ō²Ō p ( Ō ./Ō A+˜Ō!ŌM 8ŌmŸŌC'Ō |Ōg Ō »ñöŌ ªŌ A á™Ō!Ōç (Ōº+vŌEŌ .aŌ s”w÷Ōč 6Ō-Ō ÌøŌÎ‡Ō ¼NOŌC(  Ō /bŌ 0ğ Ō !Ō‰2Ō ¹*Ĺ Ō 2RŌ Â?Ō $ ŠŌ#> ?Ō .cŌ f—P NŌ !Ōè RŌj 6Z âŌ A>}^Ō /@Ō Æ = JĬ Ō !Ō2 RŌ j 6Z {Ō´>}?Ō «Ō iĺĀŌl ŌÇŌ ¬Ō 0ĔĻY4'6Ō¸ņ: TŌ Eŀ3Ō ­Ō         &!"!& ĩ WŁ 1Ō157\Ō  &" & !& SԄăVòŌŌ ~Ɓí < )y Ō àýŌ~ʼnŌ &% !& ėëŌßĘĐ×5U KŌ‚)KľXĮ<]ŌU1ŌûęXŒƒij7ąį\Ō ŇŒ <Ă Vy Ō5VŌX )ƒĚģŌĊ ÓK <īü5ĞŌ  &% !&         ‹éŌù‚,IJĕĠ\ŌÑ)ãŌ,WłQÝæŌĭ‹ŌêuSQ7Q,Ō &#&$& 9€ŌĖńULġ,Ō€9;Ōu7ċŌ®¯Ō]&HW,›ŌĎH1LŌļĝŌ&)’ā;&]Ō9ŌÍ9ĽÞú…Ò̄ԒLH…Ōď&SÖ&;ĪŌ & & ""& À Ŋ ½Ō šŌ ³Ō ŋŌ   ]Vt0n…"z]oŽ”{” 2JKk”^‰W” 3Xl” #}$€;$”  mZe>Œ” „'”               ” ‘” ]IsyC+0”]7”j%d0…BU1”        “”Š45N_p  ƒTE” ’”” Of” ””” ”~D”?L”         ”‡ r”,.8@R.-”& r.,”b[Q”9.`9h!c=A*” (= h)w.g@qv?(q”[6”w<.” i.”Q-”,@q)‚qq?\Pq”ˆ?v=” !S!:/M/Qx” <.”.FGZ†”=?9=H?9=u.,”h.”ZR”v=.”Mb”@HH€p|gv.”u=.” (.Pq€q”wg)uq”@Q”.‹q”w<w”)aYqv?v€u.”w=.””             )"  )&") )"  )() AD 1;8#)(D$7D*17$-"D /41),.8DD 78</9D212<*9'1-D BD <9#+(D37$/87D4D"$0"DJn©2)D CD  ,28@D/7957D6D4$->79%-"DKn©9#&5D#1,7D?$8#D,/$9@D© *$ 79@*D=297D-D79@$."DLo©2)D)<:1-7D1!D#1,7D5D $.37$/"D )p37~+p3MpA©E7©7pMu~©_MMpA©^M:7¥^7©:u© !u™‘E_+[7© ©}š,`N’¦©Ž8qNv€©dNžKqB©8¡x8N8r08© N’F©iša“Nxa8©8ŽO48q08©8¡{8‚O8s08© vx’NvrŽ ©$F8©i,\8”©PŽ©ž8‰¦©aKjN•85©.v“G©Kq©,ž,Qd,.OaK“¦©,r4©}š,`N’¦©v;© ‚8ŽK48q08©8¢x8‚N8q2©vx–RvrŽ © %E7©::7~MpA©©©kM£©u:©_MSpA©uy‘Tup© w›Š§-ƒ6©*Uhc-© "VqCb8©Ž“vˆ¨© K’F©Žx80K,a’¦©0vœˆ’¦,‚4Ž© &H9© 9U69t19©c-—© "0,a84©dP]8©,©"vš“Id,]8©8ŽK48q08©©œrZ’Ž©|©.œNa4NqB©0vœ’¦,‚4Ž©  ,d]KsC©’,KdŽ©,©’88©x8Ž8‹8©xN0]a8.,de©,s4©B‚v NqC©C,‚48qŽ © 'H9©t69z9t69t˜©WŸWtD©›Wf6UtD© (G8©0,ixœŽ©dOžNqB©‚vvl©<v©0aœ/©dP=8© ©>v0œŽ©vs©FvŽxN’,dX’¦©"x80K,dN’¦©4NqNqB©Ž8žN2©,r4©8¡08x’Nvr,d© g8ž8a©v?©0,†8© ‡vl©Žv0O,d©’v©4NqNqB ©“v©@“q8ŽŽ ©“v©ŽF,84©ivi8r“Ž©`OžNrB©,q© 8d8ž,’85©dN=8Ž’¦`8© 9¤—©#—9z©-„9©w„©DYtD© ŽŽOŽ”84©aOžZqB©,r4©m8ivŒ©0,…8©    DD   D   ))'#$)%) $)$)!  )!!)                   ™”ƴ          öÈƴ ÝËßíÖ²÷âƴ§bƴáŧ ƴHĕLƴ&[ŮơĉƒŤ"ƴťƴž–cƴVQƴƦłƴıWĪſƴk ~¨.ƴ9Dƴ>Ŝ[yƴš€©Žƴ„3‡3Œ.ƴ8ěĨIƴ½ňˆƴÏ"ĖJƀƴ¢—dƴQƴĎƴƁƴďŦƴĹąęOƴòôÇƴÅÛõAÜƴ00 ƴ±ĒŨƴ< OƓƴĜNŗʼnĽŢŔƴ ÉƬhƭéŎħUƴŊ ƂYƴƥ ŭƴƤĊųƴġ] ƴTƴƉƑMƴT#ƴ  ƴ ?Æ :ƴiƴ·ï_Pƴ‹ƴÃĤƎU ŁƴwƴÄĥ !#ƴBĬ &ƴþŋƴgƴùƴBXƈ!#ƴnƴ¸ð_PƴüŕĚKWƴFŴRƴ*ĿƴëƏK$\ V*ƴo¼%ŞŵƴÌXāĶƴZ'ƴIJ%Ūƴ>@ƴìĠƊřƔZƴtƴ¶Ņƴ%ijƴÎƴñŲƢľżƴjƴ@ƴCũƆŀSƴuƴ³Ó×ƴåčƴ+ƴ<ƴƇ ĂĔńƴæČņķƴpƴƟƚăƅƴçćŖĈŝƴƫƴŽEƐƴèEœĄ$ĸƴÍFĘĦžƴ 662ƴ µûÐÀÙƴfƴ ú ƴ ?  Ú:ƴ mIīĢ$ėƴƖƣśĴƴ r ŶYĀƩƴƗƞŒĵƴ xƴÑō(Gƴ®ƴÒƴŠƴÔ»ƴ8ۛ^H ƴ ƨ|“Ʈ‚ƜŚįƴ ƪ İŇ«e}ƴa``ƴŷĺŸƒ ĻšƴƝőƄƠģƙĆSƴ sƴêƋƴÞGŃƴøƴCūĞ'ĭ'ƴ vƴAƛ ĝţŬƴ´ŏğ NŹƴ +ƴŐMļ ƧƴóēJƴÕ( Rƴýċƴ°Đ𠟯ƴ ;ƴ Â;¾äàƴ ¬‘•­ƴ Ưƴ ưƱƴƲƳƴ Øƌƴî \ƴ …¤œ  ƴʉ ¥†’¡¯9ƴ ŌĮƴ¹Š^ƴ ,/z425ƴ=ƴ-ƴ4˜1)ƴãLů]!Ƙƃƴº( ƴ ,1Ÿ/{ª£ƴ=ƴ-5¦)ƴ lƴÁĩŘƕ"ƴ7&Dƴ7ƴ qƴ¿ƍşƴűÿƴ                                                              Å>Æ ‡Æ            %Æ ,GXHUZ*J1ÆY:ABOÆ Æ +W=@/;E8Æ0(V)Æ ÂÆ D•ƕuÆbŒlw«ÆÆ ÃÆ D•ƖvƳ‘‚²¬Æp¥Æd‹kx#ÆÄÆ(¸r¦^ypƳ’ƒ°Æ­ƒÁp$Æ 65(TWI5NÆ ÆÆ"Æ«tÆ ÃÆ -³«®˜Æ|~x{Æp‘mÆ~’kp p’lp‘°Æ‹º’zÆ  «°™©½Æ›sª’w«ƞ¢…¹\°sÆh•¶¨®½_¢n¬Ƅ‘m~¹~m´`‹Æw`£`wsÆ`eis«« Æs[¬¾Æ_gjp¬¬Æ°–Æjp’¯¤[Æ;’lsŸs‘ls‘±Æ@…»‘yÆc³‹o…“y ÆNœ²}Ž`ŠpÆp¼ s§s‘®†a‹Æ~ºˆ‘yÆ      Q93Æ H3L:14C,4Æ7A'RMÆ +W;?/<D8Æ0(S)Æ ÂÆ D•ƕuÆbŒlw«#ÆÃÆD•ƗtƳ‘‚¯¬Æp¢Æc‹kx#ÆÃÆ(¸r¢^ypƳ’ƒ°Æ­ƒÀp$Æ 65(TWI5NÆ !ÆÆÆ«tÆ ÃÆ Kš·®|‹[‰pƌ~¹~’yÆ ep‘°¡`‹¿pkÆe—³¡®½`¢k«Æ€‘kº…lµ`‹Æw`¥\wsÆ\fgs¬¬Æp‘{]‘eqkÆ PF2 .& ‘”Æ                          #B"B $BB =B B 3.B  *6%/+B:17B90;,AB 2 8-B "# !B >B  B9-B       ?B (4 @B  < &%5)'B                         ™žhžjKžcU‹†ž ž ž™ž‘Fz.MFždRŠž„R—Cž ž„Kž $%!"ž RbRcMž“C[[cC„„žJSˆdC„„ž.Czj0R4„ž][‰R˜ tyuj„Cžyjj`žujm[žSc9jjzjŠ9jjzž 5lgcD5‡Rig…žP-5R-c:-ž-z5QRˆC5ˆŽzIž1D[rž Nz.;Ežv.~YRdNž„ˆ{6ŠzCžˆC{{.6Ež.^CdRˆTC„ž         \/ž šž›œžž  ž n‡”'w<ž #>€(5?ž2i|Œ•w7ž 2ŠW’@žŽ‚@ž–ke@ž }pGe)8Až zo“RaLž*x7Hfƒž &+[XRcLžs,‡Ož ž_VZBž &+c=zž3q}‰ž          9¹        !$ ¹³¹´¹  ¹µ¹ "$$ #$ ?A3>¹IA,/4¹/8,F,/K4F:IK:2I¹ ¹°¹.Žª¹$(¹‡f¹Ÿs]¹šv ^¹wš¹^„¹šQW]¹ )#¹ˆg¹R€¹R‘~xƒl¹vš¹š –¢X £‘Q¹¢ƒ\_‘¹l–‹¦ƒ\¹¹mS—Tm^¹ŽT™v„n¹ @h¹ s_¹_«vš v…o¹ ’__¹‡„¹v¡`¹7; JJ¹‡f¹Ÿt_¹WQ„‰­¹XŒ_‘Qm_¹©v€€¹V_¹‘_›_–§_¹ -“‡œa¹”b¹   $švŸ_¹\c _ƒ vŠ„¹šŸ‡’Qp_¹’_¹ UY•_¹h__Ÿ¹Ši¹Ÿ‡’Tq_¹ =¥†d" !¹E *¹   ¶ ·¹ ¹$ L84¹MG44¹BG5I4HP5I¹¸¹®² $¯¹  $     N‡¤Zs‚T—¹T„\¹ s^¹^«yšŸzƒr¹‘^šy¹ ±¹C‘_š_˜¨}ƒm¹&'¹‡j¹Ÿs_¹6ªvŸv„m¹O’__¹0‡§_—Tm_¹ ¹„^©¹Ÿ’^ež¹T¬¹% ¹WQ{_–¹|ƒWu^š¹Q\\_\¹ D–eše˜¨e\¹1U€|_’¹<„[u_¹Šk¹_«w v„p¹ ’__¹ +¹         "JAF7K.KH87+K +K !F/G<K4& +B!,=KA0K 9 CK K 6,K> :,KI#CK! C>K2KKK CK D$(K1K5' -E#-K 6 @!)K K %F?K% *; 3KK             #  #  ## #! ## #"#                     0,BS 55SK=0 ?FS 4!$&"S  P C J       NMLH:Q*S S %28ID S 8(S 9SA<.3S/);SE S       '##S@6'>7S ' +-' 1S        RGO                      ")- "$- -*-#-       '   ''' ' '!"#$%&         - ,- % -  &- "'!+&- -#"(-               AAA 0/'A>!+,7A:1A=;?"<1A @    (/-)0 .8A$5(#9(A&(:(/:*0/A30/A462(%9A      <C7 U47&#,U7U U 8U58'"/U     w )t w PQKMNMRU Obodabg`bw\ef_ow wMwuwXKT>w O$(E%wvw lw     <w=w[cpdqhmw w w  #irns_kw U >0> (UD";">06U1 6%"+U U1UU1U U2U wLw wjw:SFHU3GOJLI Uuw SO."(wLO:6D/w          TU ?U$ *-U   ?@I]!A*w!Y7>&6F0w2+803UPwN?GwUCU^wQJZW5?;,w       w       -RVw4914B H'w=A9@U             U)EB!U).U #' ''''!'$'' Y]HQ$'1IU]Z]8=1@<B2] ] %''&''"  '[] ] /1(]!+9],%&4"]893B:A6])RPV]JGTOSL]E] E] *?1D]3C]\] 7#]4:]/ 5 *]WFXK]N] M]     '         ]A;-1]0>.]   ?'€H<@(3€?7G&19-€  €Q€`RXfhY€=B!€ SjTkUUmVn op]q]r]stuvbcwxd yz{| }~lZ[[\JK LM MN€_€C€"€€O€,:A€D(/)3$€'*%'?€728;*>73€7#€@5E'0:.€A6€A'€H<@+4€    **  *%*)& * *"* *aeWgi^P€ ("*& **$'* !#$ *  #,($ ,"%$  , ! , !# #,      <*?€/%3€ ;C4L"(?LL%  L$0<LGLL(-/LLL(-0LAI2C*62L KL 5D  L:=.9>6L ',1LBJ1E)7L HL !8F3L#+@L &L  ,,,*,,),+,#,($ ,"&#  ,%,(!",($ !" ,! '!  $",    @ 4?*64€<@FI€    Comments, Questions, and Concerns: Q: Hello Curtis. I'm Mary Lee Alford. I'm chair of the Senior Advisory Commission, appointed by the City of Southlake and as such I do like to study a lot of data regarding the aging population of Southlake in the needs of the people of Southlake. And like you said there are a lot of people that live here that have big houses and they're not leaving, they're not going to leave their house unless they have something to move into. This is beautiful. The architecture is stunning. Absolutely gorgeous. Is there a swimming pool? A: I'll point to the swimming pool. The swimming pool is actually indoor and so this terracotta that you see right there, that's where it would sit underneath the terrace here. It's a really elevated think like a fair amount of quality. Q: OK. Senior citizens like having their little cocktails in the evening, is that going to be available? A: Yes, there are multiple dining venues. So here, here's that indoor pool. Just as an example, this area right here is all. I will also say Touchmark does a great job of elevating amenities more than probably any for-profit developer. So, their percentage of amenities are a lot higher when you look at how many units are in the building. So, we're talking about not just dining and private dining, but we're talking about activities where you have live bands that are coming. They're bringing musicians, there's a cocktail hour that's programmed. They take good care to bring programmed activity so that they're actually not dead spaces. These large spaces are actually utilized. There's also a large multi-purpose space that's about 2400 square feet that can accommodate up to 160 folks. And then there's a full fit. This suite in this pool area with salon aerobics. And. Sky bar so. Q: OK, so I've had the honor of working with a senior friend of mine trying to find something like this. She wanted to after her husband died. She wanted to be someplace that was intellectually stimulating for her, and from everything I've seen, this would be a place like what she was looking for. We couldn't find anything like it in Texas. She ended up at Rogue Valley Manor in Portland, OR. This is definitely a beautiful, beautiful option. And so, it's going to come down past, will it connect? A: Yeah, it'll eventually connect. It ends about here right now, but it'll eventually cross the drainage here and then curve into Highland is now in connect to here. It's either Highland or Kirkwood all the way through here. It's not entirely built, but this is the link that at some point the city will build the connect through that. Q: Ok, because I know that other senior communities have tried to develop there or in that not there exactly, but in the general area. And so, Kirkwood has been just a little bit challenging going over some drainage areas, so the city's going to develop Kirkwood or is that a partnership with Touchmark? A: Well, as it relates right next to our project here, part of the development of this project may include Touchmark improving Kirkwood where it's adjacent to us there. That's something that we've talked about with staff and that may end up what we're doing as far as offsite over here, going across the Creek, which would no doubt be a city project that we wouldn't be involved in. Q: One question I have is what's going to happen to the historic building there right now that was the first school in Southlake. A: Well, we've talked about that. Unfortunately, that building has a lot of issues, as you might know, it's full of asbestos. It's basically falling down. We asked the school district if they wanted to put that somewhere or take that off. I believe the answer was no. There is, however, a historic marker there because I think it's a historic site for the Carroll School District and we've had discussions with city staff about highlighting that marker in a prominent place near the corner as this development goes, because I think it's an important thing for us to recognize. Q: Yeah, gotcha. Are there any buildings being used that are there now? It's probably not in the best shape either, but are there any buildings planned to be used that you know of? A: No, this will all be new. Q: Ok. Is that part of the Carroll School District or is that private? A: They're just a renter from us. As soon as the sale goes through, when it goes through there, they plan to have another location to go to. Q: The only thing I see that may be a challenge is the height. A: Yeah, these are three stories which match the office building that was built here about somewhere far from the city has a height adjacency requirement next to residential with a four to one slope, and we've done the analysis, and we've made sure to stay underneath the slope and saving the trees here was very intentional. The closest residential area is up here. And the assumption is that that will go away. But the longer term residential, once high, once you cut off of Kirkwood here and then go down to Highland, this neighborhood here and for and further one. Down. This tree Grove that we're saving here was intentionally done. C: Brian Jacobson, just want to say beautiful work. I absolutely love it. This is definitely something Southlake needs. C: In terms of wait lists, will Southlake residents get priority over the rest? A: Yes. Q: Are these rent or purchase? A: This is all rental. Touchmark will own this, as she said, forever. Q: But the individuals who will be moving in will be renting space, correct? A: We have two ways that our residents live with us. 1 is a monthly Service plan and 1 is a deposit plan. We do that because none of us like change. As we get older, we don't like change even more. But your living conditions start changing more quickly as you get older. When you have an ownership model for senior living and they need to go to a higher level of care. That is something that they that you need to happen quickly, right? You need to. I need to go from independent living to assisted living or oh, I'm living in a villa, but I want to be able to walk inside more. So, our residents don't come and go, they're getting promoted a little, you know, in a little shorter amount of time than all of us. So, we don't have ownership options. It's a monthly service fee that includes all of that. A lot of times, our residents will put a deposit down, which is just a way to take all of the equity they have in their home and not have to pay taxes by putting it in an investment feature. Q: So, can they retrofit the inside to suit their needs? A: They can. We usually have a policy that if they do some crazy stuff, it has to go back to what we have so that the next resident who comes in doesn't have to deal with pink carpet or, you know, black Onyx floors. Q: Understood. And do you have pricing? A: No. We don't have pricing yet but, the monthly service fee starts at 5000. When you get into memory care or large homes that could be up to above $10,000 a month. Q: Thank you. Couple of other questions related to the traffic flow. They've recently did some updating to that intersection. They widened it, made a different lane, they changed the left turn coming from Carillon to the service drive and you have one lane turning right now on to Carroll. It's a little dicey there. Were you looking at other renderings or other places where you could enter the property, perhaps off Highland or Grace Lane? A: Yeah. Having an office across the street for almost 20 years. So, I'm very familiar with Carroll and the traffic coming up there. It's really only bad when there's this long school pickup line and that rarely reaches this intersection. Here there's two entries to the Cedar Ridge Office Park. We're aligning our entry directly across from this. The vast majority of our traffic will come to and from the South and of course we have two other entries off of Grace Lane here, which has very little traffic. The employees will come here the all the employees will be on the South side here and, you know, someone could come here even enter the underground parking of the independent living. Q: We have little to no traffic entering there now, so I'm just anticipating that is going to be problematic. It may be better to have some options that are not as close to that intersection. Have you considered that? A: Well, we're approximately 500 plus feet from that intersection there. I think that's the appropriate place for it. There are also elevation concerns. That's the top of the hill there. The visibility is best there because it lines up with the entry across the street. I think that's the proper place. Q: Have you looked on a Sunday around 10:45? I'm referring to Gateway because we can't make a left on E Highland to get to our church, which is off Kirkwood because there's just a steady stream. A: One of the great things about this, and the people who live here are not traveling at rush hour. They're not going to work somewhere, they're not coming home in rush hour at night, and on a Sunday morning, or even when they had a significant Saturday Evening Services there those are probably not when a lot of traffic's going to be coming in and out of here. Q: One last question, the drainage. So, we heard a lot tonight about drainage. We heard a lot of concerns, especially about people living on the Northside of 114. Can you address the concerns about drainage for our neighbors? A: Alex Rothman with Kimley Horn, civil engineer by trade and license. And we've done a pretty extensive downstream analysis. Our plan is to detain on site in two separate areas to actually reduce the peak runoff from existing conditions today. So, like the B area on the east is a detention area that eventually outfalls into Grace Lane. And the below grade storm system in Grace Ln and then our other detention area is kind of along Caroll that outfalls again to the below grade system in Carroll Ave. The runoff that is there right now by the time we develop this we will have less than the existing conditions that are there right now, yeah. Q: Yes, my name is Wendy Tubb, and I live right around the corner from there. I'm one of those neighborhoods right there. And so, you said you took that into consideration. Tell me what you mean by that. A: Oh good. Well, the proximity to that there, we've studied carefully what your view will be from over here. You saw the one photograph that was taken at this intersection here, which would be where those that live along Highland leave your neighborhoods and ultimately come to Kirkwood there. And what the view will look like there. That'll be really the first time you'll be able to see this property and what have you. And we're keeping all these trees. Here, which is one of the most existing trade areas on the site as really a buffer and between any of our development and all of the residential that you're referring to. Q: What about noise? You said you're going to have live entertainment bands, things like that. What are we going to do about that? A: That'll all be inside. We may be the quietest use in Southlake. Q: And then the traffic flow, it is hard difficult to get out E highland to take a left on North Carroll with that school there and sometimes you're waiting forever. So, are they proposing a light to go in or anything like that at E Highland and Caroll? Is there is there anything? There's just a stop sign right now and it does get very backed up on North Carroll, just as she was saying. and you'll sit there trying to take a left, but the traffic gets very backed up almost to Highland. A: That’s one of the reasons we have no driveways onto Kirkwood. All of our driveways are either directly on Caroll, their main entry, and the two on Grace Lane, and once you're on Grace Lane, of course you can go down to the Frontage Rd. Q: I see that, but I also see your entrance right there on North Carroll, so people will be allowed obviously, I would presume to take a left out of there and then you get straight to the stop light and it is difficult for the people, even at the dentist office, to try to come out because it's always backed up past those buildings with traffic. A: Sure. Right, the dentist’s office driveway is down here. And we're significantly further away from that but the amount of traffic coming out of here is very, very low. Q: What is your Max occupancy? What age does it start at? And are families allowed to come join the seniors? A: Well, we like families to visit. Our average age of our communities is 80 right now. And even when we start a new community, it's usually about 80. We welcome family members to visit. Once a week you'll usually have a family member come stop by. Everyone has their different hours. Our residents have cars, and we have parking for our residence under the building, but they may go out once or twice a week. We have you know we have a touchmark bus that will go once or twice a day, and that's, you know, that they often like to take our concierge transportation, our buses, but they still have travel. So, to answer your question, we're going to be doing this in phases. Our first phase has I think almost 200 independent living residents that are usually the ones that are driving assisted living and memory that I don't usually drive. Q: OK, is that 200 units or 200? A: 200 homes. 200 homes and then usually we have probably about 1.25 residents per home and that goes down as a community gets older because maybe a loved one has passed away, and you know when you're 87. Some people do, but don't often remarry. And if they do, they marry someone at Touchmark. Q: At what age does this begin at that? I'm 51, can I go live there? What age? A: You got four more years. OK. Yeah, so 55, but it's rare that we have anyone in that age group. Again, our average age is 80 and so that's not like people who are as old as 80. Our average age is 80. I just met a person with Parkinson's and then a couple of years ago, there was a gentleman who had a stroke who was in his 60s who lived with us. But we're not a long term care facility, so those people usually are younger that need a higher level care or a skilled nursing home. Q: Ok and regarding the larger homes, you said 2000 square feet. So, then you know, obviously a loved one might join them, can they say, “oh goodness, I really want my grandchild or great grandchild to go to Carroll, and I'm going to have him move in.” A: No, that’s part of our rules and regulations. Absolutely no one is allowed to stay for over a week. If you're under 18 you can't. My mom was in a Touchmark and my granddaughter's allowed to visit her for a couple of days. But no one's allowed to be a permanent resident that's under 55. Q: Ok. And then you mentioned down the road you might be doing some kind of expansion or some kind of work on E. Highland. Tell me about that. A: Yes, so this is our fuller build out this wing right here would be a phase two, and this wing right here would be a Phase 2. We intentionally don't do a full build out because we want to see what the local market is needing as we take that second phase and adjust as needed. And though those are about 50 more homes I think would potentially fit in here, but we don't know. If the community said we really would like some larger homes, which is usually what happens. Q: On phase two, what is your total full build out number then? A: So that would be 250 independent living homes. If we if we built this as 50 homes, so 240 to 250 independent living homes. Q: Ok and then you showed the height of the back buildings that we would see the three story are comparable to the hotel height correct comes in under, but is that considering topography? A: Yeah, I mean, you can see that the three stories there are taken into topography are central the very highest point is still lower than the hotel, and those three stories you're talking about are much lower than the hotel. This is actually a diagram taking topography into consideration, so you can see where beyond the larger building that's actually subterranean garage. So, you can see because the earth is rising up and then you can see the three story buildings that are Northeast, those are at a lower elevation. We've actually modeled this in SketchUp and with the right topography on Google Earth to get the right data points. Q: And then drainage, we have a lot of issues with that pond that I'm sure that you're aware of. That's over there. That's part of Gateway’s flooding into our backyards. We have a culvert going down our street and I'm still concerned about this drainage because I know you said it's an underground, but I know we do show on the drainage map some kind of underground going down the middle of our street. A: Yeah. We are decreasing the peak runoff flows off this development by holding the water and letting it out slowly. Q: So, we're letting out slowly. Where? A: To the existing below grade drainage. Q: 200 Independent how many dependent livings are you going to have? A: As far as our assisted living and memory care, we have a total for Phase 1 of 84 homes in the assisted living and memory care. C: I live on East Highland and live here for a while, and we have talked with the city for quite a while to figure out how the drainage works and how the traffic goes, because right now the traffic is a bigger problem in the morning and in the afternoon, and also later on for the high school, no, the middle school. So East Highland can be jammed because you basically cannot get out from east highland through North Carroll for a while sometimes can be half an hour. The reason is the kids are out probably 2:30 or 3. The parents are going to be lined up on the East Highland, which is only two lane road, for half hour earlier. So if you don't pay attention or forget to go the other way, you will be jammed in there and that is a very bad situation. We talked to the city about it. The city said, well, we know it. The reason we don't do it is because we just think the parents are going to stand up to the city to say they have to. But this is the issue because they only have one traffic guard in front of Johnson Elementary school. East Highland is about 200ft from the high school entrance, so there's no traffic. Plus, before the city issued the tickets for anyone trying to go through the church and that was unfortunate, really bad situation. So right now I see you have three entrances to this development and I would think because if I have a parking garage, if I have a parking space and a lot of people probably will have cars because they are still young. So I figured they will go through the Grace Lane and the Kirkwood, and then they will eventually go to East Highland because they try to get away from it, just like we are trying to avoid that intersection where I will make a run through some way to go to different direction to get out, which is the current situation. So this will contribute a big jam to the traffic because we have church gateway can be contribute a greater amount of traffic on Friday night, Saturday and Sunday around noon time. We have a church coming out from the Kimball street and then we have a resolution church. So this is a mess because last weekend the traffic was backed up about to the past the intersection about Kirkwood intersection and Grace Lane. So this is the situation we have to take care of because if there's an emergency or somehow the people cannot get out. And second question I have we know the problem existed for a very, very long time is the drainage you show the drainage is mainly going to go down that way, but the slope currently for this land is right around that intersection of the edge of the Kirkwood and the East Highland. You are downslope all the way to the Grace Lane right now is in between the church Gateway Church and Westin Hotel. The drainage was never developed right and actually is illegal because they turned the surface water go to the underground court, which goes through down through the retaining pond, which is now the retaining pond and the downfall to the east highland. When the rain is hard, the car can be swept off the road. It happened to our neighbors and it goes through the neighborhood, goes through the covers, through the neighborhood and by the culvert was built when the house was built back in 2007, which is only about six inches tall and three inches wide, was never, never built to hold this kind of water when the more developed, when the Gateway Church was developed, this was never supposed to happen because we didn't call it in time. They open up to the underground through the Kirkwood, which is the Westin Hotel. The drainage goes through across the Grace Lane, and we go under the actual building and pass through the Kirkwood from service. would water, go to underground water and then go to the underground water, go back to the service. water goes all the way through the neighborhoods and it caused extreme damage to the neighborhoods, because every year we have spent a lot of money to cure the drainage. That's why we built this one. If you see eventually city going to work out the drainage problem, we build down to that road. So how much are you going to cover about that in the middle of that? Probably all of them. you contribute maybe double the drainage problem to the existing problem right now. Sure and then that's not going to work because you flood the neighbor's house. That's going to work because that drainage pond is extremely shallow, because that's what's made actually for the cows to drink the water. They stay in there is only this tall. We took the picture, we look at it and it's how much water is not draining water. It's not draining. The pond city is trying to say, well, we know that. I think there is some problem. Maybe it's a collusion between, I'm just saying that between the Gateway and the city when it was built, because there's never supposed to Gateway the water through Gateway, passing out through the neighborhood and then go to another neighborhood that's a private and public issue. private water, public water and goes through the private property in a way was never right because you said, oh, we're talking about we contain the water to release it in a certain amount of time and because the city was saying we had 8.61. Okay, that's the rate, but in the real world, that number has never been achieved. Never have such 8.61 so city was saying, wow, that was developed for the Gateway told us we already know that's totally false. Well, there's a lot of things going to work because this is a tall building and there's no drainage. Drainage can be contained, that amount of water. So right now, from the huge waterfall and the car with Lincoln big Lincoln can be swept off the road when it rains because there's no current capability to hold it. A: Well, we can’t speak to what Gateway Church did when that was developed or the hotel or whatever. What we are obligated to do is not make the drainage any worse than it is now. What we are going to do is go above and beyond that and slow down the rate of drainage that leaves this property. C: Where is your retention? A: There are two locations on this side. It's right here. Q: Yes, it's going through where? Is that retention going through Kirkwood? A: Yeah, it will all eventually go downstream, but it'll be it'll go in a flower room. Q: There any consideration of doing a roundabout at E Highland and Carroll as the city looked into that? Could that help the traffic concerns? A: Yeah, we asked that question. E Highland will eventually be Kirkwood. It'll be a divided Rd. all the way through there. I'm sure the city is going to look at and determine. It may be a 2-lane roundabout, similar to Highland and White Chapel. It may just be signalized eventually, I mean it, it all depends on the level of traffic and what happens there. The city's already looked at that. Q: Drainage. Stormwater. We need to get talking about it even more besides this because it's a big issue. We've heard it all night. We're going to keep hearing it. It's a big issue. First comment. East Kirkwood, to my recollection, is supposed to be median dual lane. So, would it be in consideration to finish that piece where it breaks there a little bit east of Highland up? Yeah, up to Carroll to get that completed the way that I think it's in in the design. A: Yeah, we've had some discussions with the city, and their preliminary thought is that it might be best for them to have us go ahead and complete that all the way to Caroll as a part of this development, but nothing has been finalized there. We'll cooperate with whatever the city feels best. Q: I think that's a necessary thing to do. While this development looks to get completed, I complement them by keeping more water than what's already coming off the site. But what drainage coefficient are you using now? What numbers are you using now with the site as it is and then where are you going to be after? A: So, these were coefficient. There's a couple different ways that we typically analyze. That's one is city code is .3 for an undeveloped site. We did not take that approach. We actually used that for which the downstream constraint system was designed. For example, the culverts that drain through the church across E Highland to the north like. Right here. We're actually just designed to a much lower coefficient, and so we're actually backing into flows instead of looking at coefficients from existing conditions. Limiting ourselves to what the existing systems were designed for from a flow standpoint, not just simply comparing existing and proposed in a coefficient standpoint. Q: Ok, I think as this thing potentially may move forward, anything you can do for negative attribute? It's critical. It's very important. So, wherever that can be incorporated anywhere on the site to be as negative as possible coming off the site we've got to start thinking that way in town because we've got a big problem. I understand that this is a different product than regular apartment building. I get that and I think the community potentially can get that, but it still is rental high density. So, is there any break in your model from your other sites that you have across the United States where there is an ownership element? A: No. I'm going to caveat that in Canada, we have a Touchmark that the single-family cottages are an ownership model. And that is because of a legal reason. The reason that we like to own things is because we like to preserve our excellence. And so, if we have a home that goes from one person to another to another, that we are not responsible for, we can't keep the level of excellence of every home. So, if you look at a touchmark that's 40 years old, it looks as good as a Touchmark that's been done three years ago and if we gave all of our homes away, we couldn't preserve that excellence. Then you start having the HOA run things and then the HOA's say, we’ll paint next year, not, you know, we'll paint 2 years from now, not this year because everyone wants to save their own money. So, we have this program to elevate our communities, not to downgrade them. In addition to the other things that I talked about were seniors when they're going through the levels of aging, when they're 80 plus, they may need to, they made it, move it to Touchmark, but they may need to move their home 2 times. And if they have to sell and resell, they're not living in the best place for themselves, because they're tied to a real estate transaction. So, we very intentionally do it. But I really think if you look at the core values of why we do it, it completely aligns with what Southlake wants as far as excellence. When someone comes into a touch mark, they don't change their voting, they're not doing it to try to get into the school, and they're not doing it because they're transient. Our monthly Service plan is meant to preserve the excellence and the luxury that we have in our communities C: That monthly Service plan, as it may be with HOA or whatever, maybe if you're running the HOA, you take care of the outside, you take care of that standard of excellence. That may be the model or the other concept that's up in Canada for whatever the reasons that are there. You mentioned earlier, Watermere is all ownership to my knowledge, except for the memory care and there is a demand for that and it's a pretty strong demand. We also have assisted living type facilities that are in the area we have brand. Down the street over in Keller and it's a beautiful sight. But if there were some types of ownership piece or element or portion of it that may be looked at more favorably. The drainage, that's an important one as well but the biggest issue in Southlake by far is density. That’s the biggest issue. That is why people don't get elected if they vote for density and so it gets down to counting the votes. and as again, Curtis knows very well of what the attitude of council and what are they going to tolerate, which is what the city, what the residents want or don't want. So, I would highly recommend at least look at that piece. Q: Memory care and the care building that you mentioned, is this going to be more like hospital format or what is it like? A: Assisted living and memory care. We do not provide direct health services to our residents. That's like skilled nursing. We give people medicine; make sure they get to bed and get to their three meals a day. But that's not a skilled nursing or a hospital component. Q: What happens with those people that need that skilled nursing? A: If someone needs skilled nursing, they go to a skilled nursing facility. The good thing is that the way that medical providers they'll be able to serve residents, you know, third party, we don't provide the care. But you know, their doctor may come in towards the end of life once a week to help to help them out. But we don't have, you know, skilled staff and doctors on our, you know, working, administering healthcare in our buildings. Q: One quick question for the engineer. You said you build a retaining pond in the facility there to return the water, right? A: Detention is our proposed approach here, which is only wet when it rains. Q: So, to confirm this will be both age and medical condition restricted or limited, correct? It's not level of skilled nursing, but more of an independent living. So, if they if their medical condition should change do you have it in your paperwork that they need to? A: Yes, it’s that we're unable to satisfy their care needs. That's a point where residents sometimes leave Touchmark. If we're unable to satisfy their care needs. We don't call that medical restricted, but I think that's what you were talking about and then of course age restricted we shared about. Q: Have you considered doing a variance if this does get approved? Maybe looking at something outside of the apartment closer to the ownership interest rights that I'll mentioned. I don't even know if that is a thing that sounds like. A: There’s not a short circuit in our residency agreement because this isn't rent, it's a residency agreement where someone's going to be a short term unless medical issues arise. If they move in with us and two months later, they have a stroke and they are not able to move, they're going to have to leave Touchmark. That is what short term looks like to us. We don't have another, but we have this flexibility because when you're towards the end of your life. That's the only kind of short-term stay we have. Q: Ok, Thank you. Then the question you mentioned about fees earlier, was that inclusive of just the services or did that include the monthly rent? A: Yeah, our monthly service fee includes the cost of their home cost of your electricity, the cost of your swimming pool, the cost of the wind down Wednesdays, the thirsty Thursdays, the sappy Saturdays, your Bible studies, everything, your housekeeping, activities fees, the concierge who comes and sets your Wi-Fi password every night because you mess up your Wi-Fi. That's all the monthly service. Q: And then the number of bedrooms you have designated for your individual units versus those as homes? Is there a bedroom number of variants? A: We don't. We have one bedroom and two-bedroom homes and some of our two- bedroom homes will have a den like a reading room. It doesn't have a closet, so it's not a third bedroom, but we have one bedroom, 2-bedroom homes. Q: If approved, if this project does go through, are you willing to cover the expenditure related to the purchase of a new medical unit to help offset new assets that may be required to provide the additional medical coverage as needed? A: The city has something called SDC's and the fees that are associated for this project. Very often it's going to be a lot. That's up to and I don't know if the City of Southlake provides Fire and Rescue. Q: But my question is knowing the cost of the equipment and obviously it's only rising. As we go further down the road like a normal EMS unit could be about 250,000, we're at ALS or MCU would be about half a million. So that would be my question on if you all given the number of estimated calls of three a week. I hate to say cover the expenses of the possible assets that we may need for the additional coverage required. A: I can't speak to all of the fees that the City of Southlake is going to collect from us, but it's going to be substantial, and I also know that the amount of parks fees that we're going to provide. You know the playground that that our community is going to build for this project would build for the Community. We're not going to use that playground. So, I'm going to leave that up to the city and we'll fully cooperate. I know that there's going to be a substantial amount of fees paid for this and I leave it up to the city how best to deploy those. C: I'm here to talk in support of your proposal and your development. There are so many of us and you've heard that from the people previously. They're going to die in their homes. I don't want them to die in their homes because they die in their homes because they can't even take care of themselves anymore because it's too much to take care of a large home. You're offering a place for those of us who no longer want to take care of a home and a yard in a pool, a place to live and still have Southlake as our mailing address. And at the same level of quality, you've come to expect in Southlake. So, I've already checked a lot of this out because I will be 80 years old next year. Now I'm still a very busy businesswoman, but I do have to think about my life down the road. And I don't want to live anywhere without a Southlake mailing address. I love my town. And I'm incredibly happy that you're here and proposing a very first class development for affluent people. That have worked hard in their life to be able to afford the level of living that they want to live in. Now you asked about Watermere and there are some for sale, but a lot of those people leased those out to other people. So, I don't think having a conversation about rent is appropriate here. You're providing a place for affluent people that demand a first class lifestyle, a place to move to that has a quality of life, entertainment, and something to do. When we no longer want to get in our car and go anywhere now, I've seen pictures and videos of your other facilities that you offer different kinds of dining and high end dining. And chefs and things to do, we won't have to get in our cars and go anywhere. Yes, you're not going to have people coming and staying with you for weeks, but they can spend the night with you or visit you once in a while. But I'm very much for. And will support 100% this development. I think it's very well needed. Q: Back to the memory care part. Umm. My stepdad had Parkinson’s, and we were looking at putting him at something like this. They did have doors lock, so they couldn't get out and end up walking in their neighborhood. So how are you handling that for people? A: That's highly regulated in every state. So, I don't know what it is in the Bay Area, in Texas the memory care neighborhood is the outer door is locked and that's it. We all want that. No one wants Wilbert to be on 114 in his underpants at 9:00 at night, right? But what those neighborhoods have, you know, activity, dining, TV rooms, you know, little outdoor gardens. So yes, the answer is yes. We also have that neighborhood that's called memory support that is not locked. And you know, you have to walk around and be really cognizant to get there, but we still bring all of those services. So, our residents don't leave, but they could, if they want. Q: What are you calling it? A retirement home? What is this? A: A retirement community Q: Ok, but then we go back to 55 is when it starts so technically, I could say I want to sell my house, and I want to go live over here. I'm only 55. I'm going to go live over there, and it gets more people out of their houses so the agents can sell their houses. This now becomes high density seniors. A: So, we don't have something where you just live here. So, we have a monthly Service plan. C: Right. But some people will do that, and they'll just pay for it. A: If you are 55 and you want to pay for housekeeping and breakfast and dinner. We've never had it. We just, we've got 16 communities we've never had that. People come when they need us. Q: And you said you don't quite have a number yet, but if you're saying that you do have a number of your monthly, or did you say it earlier, your monthly? Ok, give me the range again. A: Starting at 5 to 11,000, but that's a that's not a 3000 square foot home, right? That's one or a two-bedroom. Q: And that 5000 is like a studio, right? A: Right. Q: Will you have to sign for a year? How does that work? A: Month to month. Most of our residents have a deposit plan and it usually makes sense financially. That's like about two to 2 1/2 years before. It's a financial penalty to leave. Now, if you're in assisted living and something happens, we don't make people pay rent if they're not around. We just don't do it. It's not right for their families. Q: What is the initial capacity, the phase one? A: Including independent living, the flats and the villas are about 200 independent living. Q: 200 independent living homes and you're saying about two people per home? A: We started about as high as we ever get as 1.25 and then when we're stabilized, it's usually about 1.15 for those. You know, just when you're 80, the chances of you having your mate are still less. We don't have any place that has three people in it. So, it's usually your mate and you and then sometimes just you. C: I am in my 70s and my husband is in his 80s, and sometimes I feel that people do not understand our needs. People are not looking into the future of Southlake as far as our aging demographics. At a previous meeting, a consultant for the City of Southlake identified that our population aged 55 and up is going to make up about 33% to 37% of the community. This group is growing. As someone who is retired, alongside my retired husband, the last thing we want to do is get on the street when there is a bunch of traffic. We don't want to be out at night, and we don't want to be out on the weekends. We are not a traffic problem; we hate it just as much as anybody else and do everything we can to avoid it. As Chair of the Senior Advisory Commission, I try to study the trends to understand what is happening. Young people are not as interested in inheriting our stuff as they used to be. They don't want our houses, and they don't want our fine China. Because of this, the trend is that senior citizens are selling their homes in advance of dying. They don't want to turn around and buy another home because they are hearing their kids say, 'I don't want to have to deal with this when you're dead. Instead, seniors want to sell their homes and get situated in a place where, when they die, the rent quits. They can take the proceeds from their home, invest them with a financial investor, designate their kids as beneficiaries, and avoid a whole bunch of legal issues. It keeps everything clean and taken care of. As the population of Southlake ages, this is a deeply needed housing product. I really wish people would start understanding what we, as senior citizens, actually need. I appreciate this opportunity to have a month-to-month rental option. The whole idea of selling your house and getting situated is so your kids don't have to deal with all of those legal issues after the fact. Finally, regarding the stated need for more EMS trucks: if I live in Southlake and have a medical emergency, my need for EMS is exactly the same whether I am staying in my current house or moving into this facility. A: Probably will be less because we build senior living friendly spaces without stairs and tripping hazards and showers you can get in and out of easily, so we're a little less. SPIN Meeting Reports are general observations of SPIN Meetings by City staff and SPIN Representatives. The report is neither verbatim nor official meeting minutes; rather it serves to inform elected and appointed officials, City staff, and the public of the issues and questions raised by residents and the general responses made. Responses as summarized in this report should not be taken as guarantees by the applicant. Interested parties are strongly encouraged to follow the case through the Planning and Zoning Commission and final action by City Council. Southlake Connect Results for June 23, 2026, SPIN Town Hall ForumSouthlake Connect Results for June 23, 2026, SPIN Town Hall Forum    q¶SÈloq¬Ŗ½Ë»ÄŖêäŖ ÙōþJEĄ^Ŗ,ìıFķŃeŖ ØŌ0düd‘ćŽ0Ŗîŋġ0Ŗ vėŇŖİŖðňĿĔĥûģ0Ŗ®v‘¡Ģ0ĩŖÐ0d¡Ŗf/1” ĘŖ$ gŖ  _Ā Ŗ ‚£Ŗ ďY Ŗ ßī Ŗ }ijŖ ŕŖ .M  ŖY Ŗ$¦Ŗ ÏŖ {VŖW¥ŖÞ ŖÜ< Ŗ,á<Ŗ ĹŖ #( $$('""(  (&((!( %( (  %]Ŗà.Ŗ * #* Ŗ %]Ŗ y“Ŗ  Ŗ ]—Ŗ    Ŗ€ŒŖ ŖŖ â"Ŗ ­Ŗ  AŖ Ŗ€ Ŗ 'ÌÍ *Ŗ WŖ %Đ ęŖ ƒŖ~ċ" \ Ŗ  Ŗñ`›OĤēŖ ƒŖ " Ŗ rŖ `"ªgŖ  ŸŖ X‰jóČŖÝ Ŗ ÷ Z Ŗ 1Ŗ/ ¦Ŗë‹ZŖ  3LŖéCŖ /ĺ ” MŖ.Œ <ĦŖ  3LŖ \`៪ /1œŅŖ%…ņŖ 8 LŖ Ŗ >[ KŖ Ŗ 8 LŖÚ  Ŗ (z ĽŖ † Ŗ ï[ KŖU Ŗ A[ KŖ ‡Ŗ )7 Ŗ8Ŗ *>7 ŖzŖ§ Ŗ #Ñ"ľŖ8_Ŗ ±õŖjŖôŖx=ĝŖ '²Û‡Ěą1Ŗ † Ŗ$9Ŗ ~\ŠŖ%—YŖ X/V{Ŗ y  Ŗ ÒùŖíĈžŊ ;žŖ w Ŗ|<fIŖ.“KŖ8 M_«Ŗ $O–9;CŖ,%đ DŖ   Ŗ $O–9;CŖ,%Ŗ%Ĭ ŠŖ .a=: Ŗ .=: Ŗ&ŖX‰  Ŗ Ŗ £ Ŗ&Ŗ$ŐŖ x=: Ŗ&Ŗ7 Ŗ Ŗ 3 Ŗ&øZ Ŗ7"1Ŗ ‚9Ŗ …Ŗ Ŗ a=DŖ°}ĉě9aŖ7<ŖöIŖ ;Ŗ $OĊI;CŖ&›ŖÖˆDŖ Ŗ ¤DŖ&V¤ğŖ" ÿŖ Ŗ 3 Ŗ&/"ŖŒŖļĞŖ Ŗ 3 Ŗ,w ĻŖUőI: Ŗ Ŗ 3 Ŗ,×¥: Ŗ  "ˆĠŖUŖ ĖNٜeδµĨúc„^JiŎJý’Ć^icNkJœFĸńekĪFN’ĎEÄNEFc¸EŏlS66ÆS66ʼnǹn6oŖ |IJŖ Mł1Ŗ PŖ º@ÀŖQ@ht?45ŖB!!•H2+Ŗ ÓG˜čĜĴħ+Ŗ $ăŖ Åu@mŖ©Â?hTÁ45ŖB!!bH2+Ŗ ¯åĭ¢ŖÔĮ™ĒĶ•+Ŗ PŖ Tp-ŖQ-Rt?45ŖB!!bH2+Ŕ æG2ŖÕG˜™ā¢+Ŗ PŖ -uÉpŖ¨-TRs¾45ŖçG!Ŗ B!!bH2+Ŗ PŖ -m-ŖQ@Rs?45Ŗè2ĕĵŖ òŖ Ŗ #(Ŗ '* #Ŗ ' )Ŗ rŖ )Ŗ ¿Ŗ  AŖ AŖ ' Ŗ Ŗ 'Ŗ 㚎šʼnŀŖ Ŗ‹ŖW Ŗ )Ŗ )(Ŗ '(((Ŗ Ŗ #*Ŗ )Ŗ ) Ŗ ÃŖ Ŗ ³##Ŗ > (Ŗ >*#Ŗ ·Ŗ  ===:#33+!'$=#0/57= %@Z[Š6Hu~Z|uilŠ&H[XHtŠ3@|QŠ .f|Š&HZS‚HlHGŠ%@mqHlŠ6HYHD}HFŠ .f|Š&H[WƒnHGŠ-bHŠ$yŠ .ezŠ {{H^kLŠ .f|Š"|H_h|HFŠ+b@D}T€HŠ3@|RŠ .f|Š#|H^h|HFŠ<cuBxnSCŠ .f|Š&H[UƒlHFŠ%fd}@D}Š3@|QŠ.f|Š &HNUbHFŠ .f|Š&H[SƒlHGŠ&hZVD@|HŠ3@|QŠ 2QHnŠ .f|Š"|H_h|HFŠ$edEFŠ'_@SZŠ .f|Š&H\WƒnHGŠ$f~cEFŠ(^@S[Š .f|Š&HZUƒlHFŠ%eb}@D}Š =b@‚@SZ@A]Š !||I`h|vŠ0JoŠ;aIŠ    8f|@[Š Š Š Š Š Š Š Š 5…Š4†ŠˆŠ:Kp^wŠgŠ>ЉЇŠ)‚HnArFOHŠ,cD Š   B@AF@Š*'?'67+1/ŠHAu_@c@PHljs@ZFu„‚Š )8806,-($1$;%22*"($-$83%0/497./9*&+ 8+/-+$<  = = ŠfMŠ9f|@ZŠ  Š  Š  Š  Š  Š  Š  Š  Š  Š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«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«  7KDQN \RX IRU \RXU WLPH DQG GHHS FRQVLGHUDWLRQ =LS  (PDLOQRWGLVSOD\LQJFRUUHFWO\"9LHZLWLQ\RXUEURZVHU   30 0DLO  $YHU\ 3ULFH  2XWORRN KWWSVRXWORRNRIILFHFRPPDLOLQER[LG$$4N$'%P0'1K=P=N/7N<]$W1'(=L0:(/7J075N=MF]=P=P1J$4$(8L')3YRS*T)0«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«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«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«  ORFDWHG DQG H[LW RQWR  IURQWDJH URDG LI XSVFDOH FRPPHULFDO ZHUH WR EH QRUWK RI  ZLWK QR DFFHVV WR DQ\ VWUHHWV QRUWK RI  IURQWDJH URDG =LS  (PDLOQRWGLVSOD\LQJFRUUHFWO\"9LHZLWLQ\RXUEURZVHU   30 0DLO  $YHU\ 3ULFH  2XWORRN KWWSVRXWORRNRIILFHFRPPDLOLQER[LG$$4N$'%P0'1K=P=N/7N<]$W1'(=L0:(/7J075N=MF]=P=P1J$4$2&)'7,FK8O/QOI(9HR«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«  WKH 6RXWKODNH UHVLGHQWV WKDW FDOO KRPH QRUWK RI  7KLV ZRXOG SXW WRR PXFK VWUDLQ RQ WKHVH VWUHHWV =LS  (PDLOQRWGLVSOD\LQJFRUUHFWO\"9LHZLWLQ\RXUEURZVHU   30 0DLO  $YHU\ 3ULFH  2XWORRN KWWSVRXWORRNRIILFHFRPPDLOLQER[LG$$4N$'%P0'1K=P=N/7N<]$W1'(=L0:(/7J075N=MF]=P=P1J$4$+N63'+KG%K*Q/:)DG=«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«  =LS  (PDLOQRWGLVSOD\LQJFRUUHFWO\"9LHZLWLQ\RXUEURZVHU   $0 0DLO  $YHU\ 3ULFH  2XWORRN KWWSVRXWORRNRIILFHFRPPDLOLQER[LG$$4N$'%P0'1K=P=N/7N<]$W1'(=L0:(/7J075N=MF]=P=P1J$4$24Q4Z28I9.Y&TZ]%L%«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‡ 6RXWKODNH LV DSSUR[LPDWHO\  EXLOW RXW OHDYLQJ OLPLWHG RSSRUWXQLW\ IRU IXWXUH GHYHORSPHQW GHFLVLRQV WR EH UHYHUVHG ‡ 7KH SURSRVHG GHYHORSPHQWV DUH LQFRQVLVWHQW ZLWK 6RXWKODNH V HVWDEOLVKHG ORZGHQVLW\ UHVLGHQWLDO FKDUDFWHU   $0 0DLO  $YHU\ 3ULFH  2XWORRN KWWSVRXWORRNRIILFHFRPPDLOLQER[LG$$4N$'%P0'1K=P=N/7N<]$W1'(=L0:(/7J075N=MF]=P=P1J$4$%S3X)%U[+RO\]I34«  ‡ $GGLWLRQDO KRXVLQJ GHQVLW\ PD\ QHJDWLYHO\ LPSDFW SURSHUW\ YDOXHV DQG LQFUHDVH GHPDQGV RQ FLW\ VHUYLFHV DQG LQIUDVWUXFWXUH ‡ 7KH URDGZD\ VHUYLQJ WKH SURSRVHG VHQLRU OLYLQJ GHYHORSPHQW KDV OLPLWHG FDSDFLW\ DQG LV QRW GHVLJQHG WR DFFRPPRGDWH VLJQLILFDQW LQFUHDVHV LQ WUDIILF YROXPH ‡ $GGLWLRQDO WUDIILF ZRXOG LQFUHDVH FRQJHVWLRQ FRQVWUXFWLRQ LPSDFWV DQG VDIHW\ FRQFHUQV IRU QHDUE\ QHLJKERUKRRGV DQG FKLOGUHQ ‡ ,QFUHDVHG UHVLGHQWLDO GHQVLW\ PD\ SODFH DGGLWLRQDO GHPDQGV RQ &DUUROO ,6' SDUNV DQG DWKOHWLF IDFLOLWLHV )XWXUH GHYHORSPHQW VKRXOG UHPDLQ FRQVLVWHQW ZLWK 6RXWKODNH V ORQJWHUP SODQQLQJ JRDOV DQG H[LVWLQJ UHVLGHQWLDO FKDUDFWHU =LS  (PDLOQRWGLVSOD\LQJFRUUHFWO\"9LHZLWLQ\RXUEURZVHU   $0 0DLO  $YHU\ 3ULFH  2XWORRN KWWSVRXWORRNRIILFHFRPPDLOLQER[LG$$4N$'%P0'1K=P=N/7N<]$W1'(=L0:(/7J075N=MF]=P=P1J$4$%S3X)%U[+RO\]I34«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«  2XWORRN 2QOLQH)RUP6XEPLWWDO63,17RZQ+DOO)RUXP4XHVWLRQ&RPPHQW)RUP )URP QRUHSO\#FLYLFSOXVFRPQRUHSO\#FLYLFSOXVFRP! 'DWH 7XH30 7R '*3ODQQLQJ6XEPLWWDOSODQQLQJVXEPLWWDO#FLVRXWKODNHW[XV! 63,1 7RZQ +DOO )RUXP 4XHVWLRQ  &RPPHQW )RUP   $0 0DLO  $YHU\ 3ULFH  2XWORRN KWWSVRXWORRNRIILFHFRPPDLOLQER[LG$$4N$'%P0'1K=P=N/7N<]$W1'(=L0:(/7J075N=MF]=P=P1J$4$&368.UKS)OO7)4O4-'4«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¶W ZDQW EH $OSKDUHWWD =LS  (PDLOQRWGLVSOD\LQJFRUUHFWO\"9LHZLWLQ\RXUEURZVHU   $0 0DLO  $YHU\ 3ULFH  2XWORRN KWWSVRXWORRNRIILFHFRPPDLOLQER[LG$$4N$'%P0'1K=P=N/7N<]$W1'(=L0:(/7J075N=MF]=P=P1J$4$&368.UKS)OO7)4O4-'4«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«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«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«  SURSHUW\ SURMHFWV VKRXOG EH FRQVLGHUHG LQ WKH IXWXUH , LPSORUH WKH FLW\ FRXQFLO WR UHMHFW WKLV SURSRVDO RXWULJKW DQG TXLFNO\ HQG WKH FRQYHUVDWLRQ ZLWK WKLV GHYHORSHU =LS  (PDLOQRWGLVSOD\LQJFRUUHFWO\"9LHZLWLQ\RXUEURZVHU   $0 0DLO  $YHU\ 3ULFH  2XWORRN KWWSVRXWORRNRIILFHFRPPDLOLQER[LG$$4N$'%P0'1K=P=N/7N<]$W1'(=L0:(/7J075N=MF]=P=P1J$4$,W0SQE<)&PR3IY6V-YR«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«   „ Rĺ]ĿĿĿĿī%Ŀ ì-ĿĿĿÏĬĿ9m5Ŀj89:Ŀ—Ŀ*×ĿØ Ŀ Ŀ >{w=Ŀ 'Ŀ …Ŀ2ĿĐĿhki8ĿpU² ùĿs5Ŀ ~İ%³Œ/+^Ŀ?ˆĿn:gol'Ŀ (O _ĿĿ ĿĿ  “đĿĿ´Ŀ – Ŀ ĿĿ OĿ 6Ŀ †ĿúĿ˜PûGģĿ ðGX+ ĿĿĦĿ-U ĿñíČĿĿ Ŀ‰®™!Ŀ‡ĿüĿ&  SĻĿ  ĿĿ Ž Ŀ&Ðò Ē$dĿ qħĿIĴóÕÙXĿ EýĿ "­Ŀē«PĿĿ Ŀ 4ĿÚHĿš"ï Ŀ Û ,½Ü !Ŀ (NĿ ĿÆijËÉ"Ŀ IZ ĿþÝčĿŠ ĿĿĔĿĿÿĿ ‹ĕĿ ĿÞĿ )ĭ ßĿ¤ĿµĿĀ1 ĿĖĊ¬ÇĿ@ Ŀ ¾V ĿÑ Ŀ.•ėÔĿĹĿîĿ x Ŀv AĿ> QĿBĿ ķàĿ Ŀ Ŀ Ŀ rĉ#Ŀ y. ›#Ŀ 7Ŀ ? Ŀ< %ĿtIJô Ŀ Ŀ áĿ ¿âĘ J” ÀĿę¶ĿQĿ  Ŀ[ ĚĿ  Ŀ /Ŀ)Ŀ @ā¯ĿWNĿB&¡T,Ŀ㠐ĿMĿC* ě !Ŀ ; %Ê#Sļ`Ŀ Ĝ Ŀ ı W ĿĿĿ ÖĮ·ĿĿ ĿÒ Ŀ ĝ$ HĿ ä¥Ŀ 0 Ŀ.ĿĿ!Ŀ ‚Ŀ Ŀ#ÈĶ"Ŀ ,ZJ +ĿĿ  õĞĿ Ŀ¸  ĿĿįĂĿ Ŀ zĿ¦Ŀğ¹Ŀ ÓTĿ§ĿĿĿ )ăĿ  'Ŀ €Á RĽaĿ Ŀ Ŀ ĿĄ ĤåĿĨĿ AĿö1 Ŀ¨Ŀu Ŀ|ąÌĿ-Ŀ ĿeĿ ƒ ĿD ĿĿ ‘Ŀ  ÷KœĿ £23ĿFĿ1º¢Ŀ <L Ŀ2Lø æĠfĿ ; Ŀ$ĥžĿ ’ĵbĿĸĿĿ  ĿĿ F Ŀ ±Ŀ  ÃĩĿçĎ6Ŀ =ġĿè3ĿĿ  ľĿ°ĿC0 Ŀ&3 éĿĢ»ĿY ÍĿďĿDĿ Ŀ ĿĆ Ŀ MĿŸ ÄĪcĿ YĿV¼ĿEćĿ ĈĿ  }0Ŀ Ŀ ĿÎ[ĿÅ©Ŀ4Ŀ ê Ŀë4 Ŀ KĿªċ Ŀ 7Ŀ ( /$ĿĿ * \Ŀ † ¯R:a`9­¯ "9¯#|9¯†–}ond¯ptuo†95¯o¯‘R:¯3:¥:cove:m–ޝv~owo‰;5¯.¬¯:`I¯#|V``pl¯#…¯ov<|–¬¯$m4¯ oŸ0Rf%~_ ¯ m<¯oJ¯’R>¯-G9M“†¯oK¯`V¥UmN¯Vm¯ ”R`&\9¯V†¯–R9¯`'0\¯oJ¯WNR‡V–¬¯qŸ†XmN¯!S:†<¯x~pvo‡<5¯59£9`ovg9mœ¯%|<¯mo•¯Vm¯\EyWmO¯¨Z–R¯o¡¯1Y–V:ˆ¯=m§[€omh9m–¯%m4¯©V``¯'6¦9„B¯ %JLC¯–R9¯z¡$`V–¬¯pJ¯`ZJ<¯Jr¯–Sp‰9¯Vm¯(m8¯#‚oŸm4¯—R:¯79¦9`pxi9m ¯ `>'¯3o¯mo–¯)``qª¯'¯.¡V`4:|¯«Ro¯R'†¯mo¯¤?‹–D¯Vm–@ƒH›¯Vm¯–T9¯{Ÿ(`Yž¯oJ¯Ro¢†ZmN¯Zm¯o¡–R`*]9¯˜o¯2oj9¯Vm¯+m5¯89£9aov¯,¯YPR9mŠV–¬¯9VNR/|Ros ¯ bA#†<¯‹¡-kV–¯›RVŒ¯9e'V`¯#™¯–R>¯¯eFšWmQ¯om¯–R9¯ ®¯ R#m^¯¬oŸ¯