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480-657 CITY OF SOUTHLAKE, TEXAS ORDINANCE NO. 480-657 AN ORDINANCE AMENDING ORDINANCE NO. 480, AS AMENDED, THE COMPREHENSIVE ZONING ORDINANCE OF THE CITY OF SOUTHLAKE, TEXAS; GRANTING A ZONING CHANGE ON A CERTAIN TRACT OR TRACTS OF LAND WITHIN THE CITY OF SOUTHLAKE, TEXAS BEING LEGALLY DESCRIBED AS TRACTS 3A1A AND 3A2A, THOMAS MAHAN SURVEY, ABSTRACT NO. 1049, CITY OF SOUTHLAKE, TARRANT COUNTY, TEXAS, BEING APPROXIMATELY 15.518 ACRES, AND MORE FULLY AND COMPLETELY DESCRIBED IN EXHIBIT "A" FROM "S -P -2" GENERALIZED SITE PLAN DISTRICT TO "S -P -2" GENERALIZED SITE PLAN DISTRICT, AS DEPICTED ON THE APPROVED CONCEPT AND SITE PLANS ATTACHED HERETO AND INCORPORATED HEREIN AS EXHIBIT "B ", SUBJECT TO THE SPECIFIC REQUIREMENTS CONTAINED IN THIS ORDINANCE; CORRECTING THE OFFICIAL ZONING MAP; PRESERVING ALL OTHER PORTIONS OF THE ZONING ORDINANCE; DETERMINING THAT THE PUBLIC INTEREST, MORALS AND GENERAL WELFARE DEMAND THE ZONING CHANGES AND AMENDMENTS HEREIN MADE; PROVIDING THAT THIS ORDINANCE SHALL BE CUMULATIVE OF ALL ORDINANCES; PROVIDING A SEVERABILITY CLAUSE; PROVIDING FOR A PENALTY FOR VIOLATIONS HEREOF; PROVIDING A SAVINGS CLAUSE; PROVIDING FOR PUBLICATION IN THE OFFICIAL NEWSPAPER; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Southlake, Texas is a home rule City acting under its Charter adopted by the electorate pursuant to Article XI, Section 5 of the Texas Constitution and Chapter 9 of the Texas Local Government Code; and, WHEREAS, pursuant to Chapter 211 of the Local Government Code, the City has the authority to adopt a comprehensive zoning ordinance and map regulating the location and use of buildings, other structures and land for business, industrial, residential and other purposes, and to amend said ordinance and map for the purpose of promoting the public health, safety, morals and general welfare, all in accordance with a comprehensive plan; and, WHEREAS, the hereinafter described property is currently zoned as "S -P -2" Generalized Site Plan District under the City's Comprehensive Zoning Ordinance; and, Ordinance No. 480 -657 Page 1 WHEREAS, a change in the zoning classification of said property was requested by a person or corporation having a proprietary interest in said property; and, WHEREAS, the City Council of the City of Southlake, Texas, at a public hearing called by the City Council did consider the following factors in making a determination as to whether these changes should be granted or denied: safety of the motoring public and the pedestrians using the facilities in the area immediately surrounding the sites; safety from fire hazards and damages; noise producing elements and glare of the vehicular and stationary lights and effect of such lights on established character of the neighborhood; location, lighting and types of signs and relation of signs to traffic control and adjacent property; street size and adequacy of width for traffic reasonably expected to be generated by the proposed use around the site and in the immediate neighborhood; adequacy of parking as determined by requirements of this ordinance for off - street parking facilities; location of ingress and egress points for parking and off - street loading spaces, and protection of public health by surfacing on all parking areas to control dust; effect on the promotion of health ad the general welfare; effect on light and air; effect on the over - crowding of the land; effect on the concentration of population, and effect on transportation, water, sewerage, schools, parks and other public facilities; and, WHEREAS, the City Council of the City of Southlake, Texas, further considered among other things the character of the districts and their peculiar suitability for particular uses and the view to conserve the value of the buildings, and encourage the most appropriate use of the land throughout this City; and, WHEREAS, the City Council of the City of Southlake, Texas, does find that there is a public necessity for the zoning changes, that the public demands them, that the public interest clearly requires the amendments, and that the zoning changes do not unreasonably invade the rights of those who bought or improved property with reference to the classification which existed at the time their original investment was made; and, Ordinance No. 480 -657 Page 2 WHEREAS, the City Council of the City of Southlake, Texas, does find that the changes in zoning lessen the congestion in the streets, helps secure safety from fire, panic, and other dangers, promotes the health and the general welfare, provides adequate light and air, prevents the over- crowding of land, avoids undue concentration of population, and facilitates the adequate provision of transportation, water, sewerage, schools, parks and other public requirements; and, WHEREAS, the City Council of the City of Southlake, Texas, has determined that there is a necessity and need for the changes in zoning and has also found and determined that there has been a change in the conditions of the property surrounding and in close proximity to the tract or tracts of land requested for a change since the tract or tracts of land were originally classified and therefore feels that the respective changes in zoning classification for the tract or tracts of land are needed, are called for, and are in the best interest of the public at large, the citizens of the city of Southlake, Texas, and helps promote the general health, safety and welfare of the community. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS: SECTION 1. That Ordinance No. 480, the Comprehensive Zoning Ordinance of the City of Southlake, Texas, passed on the 19th day of September, 1989, as originally adopted and amended, is hereby amended so that the permitted uses in the hereinafter described areas be altered, changed and amended as shown and described below: Being described as Tracts 3A1A and 3A2A, Thomas Mahan Survey, Abstract No. 1049, City of Southlake, Tarrant County, Texas, being approximately 15.518 acres, and more fully and completely described in Exhibit "A" from "S -P -2" Generalized Site Plan District to "S -P -2" Generalized Site Plan District as depicted on the approved Concept and Site Plans attached hereto and incorporated herein as Exhibit "B ", and subject to the following conditions: Ordinance No. 480 -657 Page 3 S -P -2 Regulations 2 1Adams March 4. 2014 Kimball Park Proposed Permitted Uses and Development Regulations for "S -P -2" Zoning Permitted Uses: This property is divided into six lots. Lot I. consisting of 3.59 acres. shall include the permitted uses as found in the "HC" Hotel District. Lot 3 shall include permitted uses found in the "O -2" Office District and Lots 2. 4. and 5 shall include the permitted uses as found in "C-2 Local Retail Commercial District of Zoning Ordinance No. 480. as amended. with the following exceptions: Lot I : "HC" Hotel District uses to also include: • Restaurant and bar which are accessed from an interior lobby • Conference Center totaling 8.380 square feet of meeting and support space Lot 2. 4 & 5: " C -2" Local Retail Commercial District uses limited to: • Restaurant (Bar is a permitted accessory use) • Coffee Shop- Restaurant (excludes fast food) on Lots 2. 4. & 5 with Drive -Ihru Sen ice allowed on Lot 4 only (per Council motion). • Retail • Health & Well Being businesses (massage therapy. fitness. health related products) • Spa Lot 3: "0-2" Office District uses to also include: • Multi -story office buildings up to 4 above grade floors with grade level floor used for parking. • Allow for initial or future parking deck to meet additional parking demands with a parking ratio of 4 spaces per 1000sf. Lot 6: Open Space lot with natural vegetation. existing creek channel, new plantings and detention area. Primary area kill serve as a drainage easement. Development Rcru.tlations: This property shall be subject to the development regulations for the " i[C Lintel District for Lot 1. the "C -2 Local Retail Commercial District for Lot 2. 4 & 5. and "0-2" Office District for l_.ot 3 and all other applicable regulations with the follow ing exceptions: • Parking agreements will be in place prior to permitting to satisfy the combined parking requirements for the development. Required parking will be as shown on plan. • To facilitate a contiguous development. buffer yards will not be required along internal boundary lines. 910 S Kimball Avenue • Southlake. t exac 7 6092 SI ?3283200•F4xSI /BPE Reg N0, P' -M1/' trim adamc -e ngmeer rn,.,nnr Ordinance No. 480 -657 Page 4 C)Adams • Given the long runs along portions of the facade. an overuse of building articulations will distract from a more stream -lined architectural intent. For this reason. articulation will he as shown on the architectural site plan. conceptual floor plans. and exterior elevations. Articulation will be dimensioned on the floor plans for clarity. • Delivery to the property will be scheduled and limited to occur between the hours of 7:00am 7:00pm daily and trash pick -up will be limited to occur between the hours of 7:00am 7:00pm Monday Saturday (must conform to the Contract for Residential and Commercial Refuse and Collection). • The western property line adjacent to the multi - family residential lots will he screened with a vegetated screening of: existing plant material. required plantings within the buffer and additional large shrubs and accent trees planted within the buffer yard. Plantings consisting of both existing and new plant material will achieve a solid screening to 8' in height and will be shown on the landscape plan. • Loading zones are positioned within each lot as shown on plan and in the site data summary chart. • As in internalized development with a shared common access easement and parking the building lines will he allowed as shown on plan. • Vary from each lot fronting a right -of -way to allow the lot configuration as shown on plan • Stacking depths at both the Kimball and LI\ y 114 entrance allowed by approval of the attached Variance Request letter. • With the close proximity of the proposed buildings and cross parking layout impervious calculations will vary to allow for an o%erall impervious area of 70%. Use and Operation The project overview entails a hotel and office development with an out parcel fronting on SH 114 and two internal parcels that will be developed into a mixture of uses to include restaurant. retail. health & well -being and coffee shop with drive-thru. The following is a lot by lot breakdown with the primary emphasis on the Lot 1 Site Plan. Lot 1 (Site Plan :tonl e:Won) Site plan proposes a Cambria Suites 'all- suites' hotel with an upscale rating according to Smith Travel Research. Indoor services/ uses to include: • Restaurant with lounge • Bar with on -site alcohol consumption • 175 guest suites (table indicating unit mix and square footages is at the end of this narrative) • Ballroom with partitions for a capacity of 264 people • Administrative office space • Retail sundry space • Conference Center containing 5.100 square feet of meeting space • Business Center • L995sf Fitness Center Proposed outdoor services. uses to include (it should be noted that all patios are interconnected): • Patio containing leisure area with pool. • Patio containing fire pit and dining • Roll -out tar service • Patio for Conference Center spill out etn S, Kunball Avenue • Soudilake. Cexas'6O9_ 817 325 3200 • r.e': 81 ;2:3 3299 TEI E Re?. .F,. F-100.7. it tui.Jdann- envincernig.rom Ordinance No. 480 -657 Page 5 Adams • Shuttle service to points of interest Exterior Design of the Proposed Cambria Suites Hotel The proposed hotel is four (4) stories in height and totals approximately 118.315 square feet. The footprint of the building is approximately 31,840 square feet. and is 47' -5" to the top of the primary parapet and 59 -3" to the top of the tower structure. The building design is contemporary and includes an identification tower adjacent to the hotel lobby entrance. This tower identifies the hotel from all access points to the site including when approaching the development from the airport. the base of the tow er contains a double height hotel lobby w bile the upper floors contain executive suites. Arrival to the hotel is also signified by a contemporary Porte Cochere which contains an expressive cantilevered structural system consisting of brick piers and a metal clad canopy anchored in place by cable stanchions. The exterior finish materials of the building include brick. stucco, metal and glass. Brick will be used primarily at the towers. along the entire base of the building. at projecting wall frame elements. and in select locations to create additional articulation between building volumes. At the upper floors. at iufill walls within the projecting frames. and on all non - street facing elevations (north and west). it stucco finish is proposed. Two colors will be utilized: a medium taupe for the lower portions of the walls and a light tan for the upper floor. Summary of use and operations - Cambria Suites Hotel: The developer proposes to develop a Cambria Suites hotel. The proposed hotel is programmed to have 175 guest suites, a 8,380 square foot Conference Center containing 5.100sf of meeting space. restaurant and bar. fitness center. and pool. The restaurant' bar operation will consist of a 1.900sf primary dining' lounge space and utilize the outdoor courtyard on select occasions. The restaurant and bar will primarily service hotel guests and adjacent office building tenants. although it will be open to the public as well. A 1,200sf kitchen is positioned in the floor plan to efficiently service the dining area as well as to service the meeting rooms. in addition the hotel courtyard will be well appointed for both a relaxing and vibrant atmosphere with a pool. fireplace and periodic live entertainment. I hotel hours of operation: - Food Service Restaurant typically opens at 6:00am and closes no 4at44F earlier than II :tl0pm. 7 days a week. - Bar Service typically opens at 10:00am and closes no later than 2:00am Mon -Sat: typically opens at 1 I_:OOam and closes no later than 2 :00am on Sunday. - Live Music will end no later than I2:OOam. 7 days a week. - Outdoor Speakers — sound system will he shut off no later than 12 :00 am and any outdoor music will be discontinued no later than 12:00 am, 7 days a week. The proposed conference space is included in the footprint of the hotel and is programmed primarily to host group events such as corporate meetings and social events. The meeting space will have a prominent second entrance for access from the adjacent office buildings. The proposed ballroom is 4.320 square feet and has a programmed capacity of 264. The ballroom will have a large conference patio that connects to the pool area and tire pit. The room is divisible into three break -out rooms of 1,440 square feet each. The program also includes a break -out meeting room containing 468 square feet and has a capacity of 32. The 9 n ti ivmt>ail Avenue • tiouthiake. l eras 76092 7 32 3200 • r x 'l 7328 ;2 : 99 /Yip/ Reg. t'„_ F- (rlr)'• a u nc.a /Jmr -en ineering.cont Ordinance No. 480 -657 Page 6 Adams program also includes a board room containing 288 square feet and has a capacity of 10. Operationally the hotel will be able to host all size corporate events with activities_ leisure. banquets_ break -out meetings, dining and lodging. For non - corporate or smaller events the facilities will be available by reservation to rent the ballroom and meeting rooms. Conference space hours of operation: - Normal hours (corporate events) 9:00arn- 9.00pm Mon -Sat I I:OOam- 7:OOpm Sun - Special event hours - 7:OOam- 2:OOam Mon -Sat; 11:00am- 11:00pm Sun Lot 2 Concept plan proposes an out- parcel lot for a restaurant. • Concept plan is intended to shom scale of what can lit on the out- parcel in accordance with the Comprehensive Zoning Ordinance and the SH 1 14 Corridor overlay. Site data for what is shown in the concept consists of a single story 10.000sf footprint and 63 parking spaces. Also shown is an outdoor waiting area with bar service. • Ultimate site plan will consist of a hat fits n ithin the parameters of the Comprehensive Zoning Ordinance and the SH 114 Corridor Overlay but should generally conform to the concept plan. • Development will be a restaurant. • Majority of parking requirements shall be provided on -site and the remaining v ill be subject to a combined parking agreement with the other lots v ithin the development. • Restaurant will have the ability to include an outdoor waiting area with bar service and limited seating. • A 15 X 25 sign easement as shown on the site plan wi11 run with the sale of the property. • The tire lane illustrated along the Lot 2 boundary line and access point to the main entry drive will remain as shown on the Site Plan. Lot 3 Concept plan proposes the development of a three - story office development that could develop as a four- story structure with parking on the ground level or have a parking deck to facilitate future parking demands. • Concept plan is intended to show scale of what can fit on the proposed lot with structure and parking in accordance with the Comprehensive Zoning Ordinance. Site data for what is shown in the concept consists of a three story office building with a 32.000 footprint fur a total of 96.000sf and 326 parking spaces. • Ultimate site plan will consist of what tits within the parameters of the Comprehensive Zoning Ordinance but should generally conform to the concept plan. Lot 4 Concept plan proposes the development of a restaurant coffee -shop with drive -thru. • Concept plan is intended to show scale of what can tit on the proposed lot in accordance with the Comprehensive Zoning Ordinance. Site data for \% hat is shot n in the concept consists of a single story 4.500sf footprint and 52 parking spaces. Also shown is a dedicated drive -thru lane. • Any restaurant use will exclude fast -food franchises. • Ultimate site plan will consist of what fits within the parameters of the Comprehensive Zoning Ordinance but should generally conlbrm to the concept plan. Lots 910 S ]tirwlaall . \venue • Sonrhlal.e. Tess, 76092 SI ;2S 3200• S17 3283299 TSPE Rcg. \i,, F- !■1022: a rrn.,alcrnrs- ensrneerui .corn Ordinance No. 480 -657 Page 7 ,P0Adams Concept plan proposes the deaelopment of a restaurant retail building. • Concept plan is intended to show scale of what can fit on the proposed lot io accordance with the Comprehensive Zoning Ordinance Sire data for what is shown to the concept consists of a single story 9?22sf footprint and 54 parking spaces Also shown is ample space for outdoor dining and plaza space. • Development is conceptually proposed to he a multi -tenant structure with uses relative to restaurant. retail ,ltd : :or health and well -being Possible health and well -being uses could consist of massage therapy. fitness. spa and health related products and services • Ultimate site plan will consist of vi hat its u tihm the parameters of the Comprehensive 7oning Ordinance but should generally conform to the concept plan • \laiontw of parking requirements shall he provided on -site and the remaining w +ill he subject to a combined parkin_ aeement wan nth the other lots ■v the dew elopment. Phasing Intent Phasing Intent Tt is the intent of the dew eloper to move larnard with construction documents tier the hotel imntediatel� upon Site Plan approval from Council The entirety of all elements shown on Lot I will he part of the construction package and bidding as wan ill the prinian drive aisle loop from Hwy 114 to Kimball Ave and the POA lot which includes the detention. The tire lane that is split by the lot 2 boundary and Tot boundary will be built as well Lots 2 -5 will come on -line as each lot is put under contract It is unknown at this time what the order of take - down will be. Lot 1 Parking Analysis (Hate)); Parking as shown on the plan includes 2 [I spaces within Lot I and 495 spaces within Lot 2 for a total of 706 spaces Requited parking for Lot I per the City of Southlake• ordinance was calculated as follows: - 175 rooms ;u: 1 per room - 175 spaces - Additional provided for accessory uses = ;t; spaces - Bar Restaurant (accessory use to the hotel) , i[ l 100sf X 1900sf = 19 spaces (25Qa of spaces required are additional to the hotel use = 5 spaces. the balance 75 " Is accessory to the hotel and no additional spaces to those allocated to guestrooms are proposed) - Meeting. space (accessory use to the hotel) , '[_2 1 3 seats X 300 seats = 102 required spaces (assumes l5sl per person 'a 5.400 al). 25"'o of spaces required are additional to the hotel use - 102 X 25 _ 26 spaces. l he balance 75"-• is assessor to the hotel and no additional spaces to those allocated to guestroouts ate proposed) - Total spaces required = 175 + S + 26 = 2(16 Lot I Total = 211 provided spaces "it) S Kimball Aveune • Sontiilak Texas '60)2 TRPF `'ir r - ir70: II I'.7l situ -v 1:`vr)a, ^ /iprr ; ;rrir Ordinance No 480 -657 Page 8 .dams January 3, 2014 City of Southlake Department of Planning & Development Services 1400 Main Street, Suite 310 Southlake, TX 76092 Re: Request for Variances Kimball Park Addition Lots 1 thru 6 ACEI Project No: 2012.156 This request for variances is to address lot frontage on a public or private street and the stacking distance at driveways into the property. The Southlake Ordinance No. 483, Section 8.01(A) requires that every lot front on a public or private street. As a contiguous development that extends deep off of Hwy 114 and will have a mixture of uses on individual lots it is requested that a variance be granted to allow the lot configuration as shown on plan. The Southlake Driveway Ordinance No, 634 requires a stacking depth of 150 feet from the adjacent R.O.W. to the nearest parking stall or intersecting drive lane pavement edge within the property. The adjoining parcels along Kimball Ave. and Hwy 114 are controlling the location of the cross access intersection and thus setting the stacking distance. Refer to the site plan submitted to illustrate both driveways and common access points. The adjacent property along Hwy 114, Lot 7R, Block L Mesco Addition, was approved by the City of Southlake zoning case ZA96 -109. The concept plan in this zoning case includes a common access driveway /easement approximately 34 feet outside the HWY 114 R.O.W. The Kimball Park site plan allows for approximately 34 feet of stacking distance in the driveway from HWY 114 due to this approved common access driveway. The adjacent property along Kimball Ave., Lot 1, Block 1 Mesco Addition, has two existing drives paralleling Kimball approximately 17 feet and 102 feet outside the Kimball R.O.W. The Kimball Park site plan allows connection to both of these existing drives which forces a stacking distance less that the required 150 feet. We herein request a lot fronting on public or private street variance and a driveway stacking distance variance for both Kimball Park driveways. Thank you for your time and consideration regarding this issue. Please do not hesitate to contact is regarding any questions. Sincerely, Jimmy Fechter, RLA Project Manager Adams — Engineering and Development Consultants )rU S. I Avenue • Southlake. 1'cxi 761)92 I7,1 ?ti t?trrr. RI7 !'L'!'L keg. Ne. ! trntr.urlcmts- engine,! vtg.cvtn Ordinance No. 480 -657 Page 9 Council Motion at 1 Reading: February 18, 2014; Approved (6 -1) subject to the following stipulations: approving the requested variances for driveway stacking depth and the Subdivision Ordinance requirement that lots front on a public or private street to allow the lots to be configured as shown; Concept Plan Review Summary No. 3, dated February 11, 2014; understanding that the applicant must come forward before the second reading with the following matters to be appropriately detailed and discussed (1) detailed entry feature on front southeast corner of the hotel, which may include fountains, landscape islands and detailed renderings of such, (2) detailed landscape plan, to include detailed plant material for Lot 6 to show how landscaping can be incorporated within federal requirements to not disturb the floodway, (3) discussion of the property owners agreement and how that may work regarding the project, (4) detailed floor plans, more specifically the first floor plan and within that floor plan a detail of outdoor public spaces and how those will be incorporated into the hotel, (5) also regarding Lot 6, noting what can be manicured and what type of periodic maintenance can be provided within the floodway in connection with landscape detail for Lot 6 and also provide detailed plant material for the entire project, and (6) detailed renderings for convention center from the Kimball approach which would include the traffic circle. Council Motion at 2 Reading: March 4, 2014; Approved at 2 reading (6 -1) pursuant to the following: 1. Approving requested variances— driveway and minimum required stacking and Subdivision Ordinance 483, Section 8.01(A), as amended, which requires every lot to be on a public or private street and as requested to allow the lots to be configured as shown on the revised concept plan; 2. Also noting the requirements under this motion are pursuant to: a. the revised renderings that were presented to Council this evening; b. the Declaration of Covenants, Restrictions, and easements (CCR) as presented to Council in the application this evening; c. the revised landscape plan presented to Council (included in Attachment "B" of this Ordinance); d. the revised permitted uses, as presented from Adams Engineering in their letter dated March 4, 2014, noting that the drive - through service will only be allowed for Lot 4 (correction made in S -P -2 regulations); e. also noting the balance of the concept plan for the buildings that are not included in this site plan approval that it is Council's expectation there will be 100% masonry construction; f. the permitted uses represented from Adams Engineering that the food service hours of operations as noted in the application that "they will close no later than 11:00 p.m." that it is Council's intention to have wording that mentions that it will be "no earlier than 11:00 p.m. (correction made in S -P -2 regulations); g. the office building in the concept plan will be a four story construction and that additional parking will be presented on the first level underneath the building; Ordinance No. 480 -657 Page 10 h. pursuant to the revised concept/site plan as presented this evening and (included in Attachment "B" of this Ordinance); 3. Concept Plan Review Summary No. 3, dated February 26, 2014: 1. Please make the following changes the Concept and /or Site Plans: a. Show, label and dimension the width of the R.O.W. adjacent to the site. b. One 10' x 50' loading space is required for the hotel and that space is provided on the west side of the building. Staff recommends adding a loading space on the east side of the building adjacent to the bar and restaurant or show how deliveries to the kitchen and bar area will be made. c. Subdivision Ordinance No. 483, Section 8.01(A), as amended, requires that every lot front on a public or a private street. Council approval of a variance will be required to allow the lot configuration as shown. A variance was granted by City Council. 2. Please move the S -P -2 regulation regarding building articulation to the section for Lot 1. The way the regulation is written, all future buildings would be allowed to not meet the articulation requirements before City Council has a chance to see the proposed elevations. 3. Revise the parking provided for Lot 1 in the Site Data Summary Chart on the Concept Plan to 212 spaces. 4. Revise the office square footage in the first paragraph of Section 2.2 of the TIA (48,000 s.f. should be 96,000 s.f.). The square footage is correctly shown in Table 1 —Trip Generation Summary just below the paragraph. 5. Please make the following changes with regard to easements: a. Label the existing common access easement on Lots 6R and 7R, Block 1, Mesco Addition as shown on the plat recorded as Instrument No. D211037987, Plat Records, Tarrant County, Texas. 6. All driveways /points of ingess /egress must comply with the Driveway Ordinance No. 634, as amended). The following changes are needed: a. The proposed driveway onto E. SH 114 does not meet the minimum 250 feet of spacing (60 feet shown) from an approved driveway and common access easement located on Lot 7R, Block 1, Mesco Addition (case ZA96- 109). The driveway /common access easement on Lot 7R1, Block 1 is labeled to be abandoned. Prior to issuance of a permit for the proposed driveway on SH 114, a copy of the executed and recorded instrument(s) for the off -site and on -site common access easements and agreement to Ordinance No. 480 -657 Page 11 abandon the common access easement and driveway on the approved Lot 7R, Block 1, Mesco Addition (case ZA96 -109) must be provided. 7. Revise the renderings and /or the Concept and Site Plans so that the landscaped and sidewalk areas adjacent to the hotel entrance match. The renderings are showing a landscaped area where a paved area is shown on the Concept and Site Plans. Tree Conservation Comments: 1. The submitted Development Regulations propose that the western property line adjacent to the multi - family residential lots will be screened with a vegetated screening of: existing plant material, required plantings within the buffer and additional large shrubs and accent trees planted within the bufferyard. There are a significant amount of existing trees and associated vegetation along the west and north property lines. Identify these trees and designate if they will be preserved, removed, considered marginal, and show how the proposed west bufferyard landscaping will be integrated with the existing vegetation. 2. The Preliminary Grading Plan shows that the McPherson Branch Creek on Lot 6 is proposed to be graded and improved. There is one large Post Oak tree on the back of Lot 7R, Block 1, Mesco Addition that might be on the Kimball Park, Lot 6 property. The proposed grading and south access drive look like they may alter the existing tree. Please locate and identify this tree on the submitted plans. Interior Landscape and Bufferyard Comments: 1. Some of the parking lot islands measure less than 12' in width from back -of -curb to back -of -curb. Parking lot islands shall have a minimum width of 12' back -to -back if curbed or 13' edge -to -edge if no curb is intended, and shall be equal to the length of the parking stall. 2. No bufferyard is proposed along the east property line of Lot 6 in the Summary Chart, but a bufferyard is shown on the concept plan. The east bufferyard along the east property line of Lot 6 is required to be a 5' — A, adjacent to the commercial and office properties , and a 10' — E along North Kimball Avenue. Include an S -P -2 regulation if a bufferyard will not be provided. 3. Some of the Bufferyards on the Concept Plan and the Bufferyard Summary Charts do not match. 1. Lot 3, west bufferyard is required to be a 10' — B, and is labeled 10' — C on the Concept Plan, and 5' — A in the Bufferyard Summary Chart. 4. The parking lot landscape islands are required to contain at least the minimum of the required canopy tree as shown along with shrubs, ground cover, ornamental grasses, seasonal color or a combination of these plant materials. Turf grass is not acceptable vegetation within the parking lot landscape islands. Public Works /Engineering Review General Comments: 1. Please provide an updated traffic impact analysis. Ordinance No. 480 -657 Page 12 Preliminary Utility Comments: 1. No 90° bends, use 2-45° bends. 2. All waterlines to be public and in easements. 3. 12" waterline not on the City's Master Water Plan, therefore no city participation in upsizing. 4. Any sanitary sewer lines crossing lot lines will need to be public and contained in easements. 5. Extend SS -1 west to property line. 6. Extend SS-4 to west property line. SECTION 2. That the City Manager is hereby directed to correct the Official Zoning map of the City of Southlake, Texas, to reflect the herein changes in zoning. SECTION 3. That in all other respects the use of the tract or tracts of land herein above described shall be subject to all the applicable regulations contained in said Zoning Ordinance and all other applicable and pertinent ordinances for the City of Southlake, Texas. All existing sections, subsections, paragraphs, sentences, words, phrases and definitions of said Zoning Ordinance are not amended hereby, but remain intact and are hereby ratified, verified, and affirmed. SECTION 4. That the zoning regulations and districts as herein established have been made in accordance with the comprehensive plan for the purpose of promoting the health, safety, morals and the general welfare of the community. They have been designed, with respect to both present conditions and the conditions reasonably anticipated to exist in the foreseeable future; to lessen congestion in the streets; to provide adequate light and air; to prevent over - crowding of land; to avoid undue concentration of population; and to facilitate the adequate provision of transportation, water, sewerage, drainage and surface water, parks and other commercial needs and development of the community. They have been made after a full and complete hearing with reasonable consideration among other things of the character of the district and its peculiar suitability for the particular uses and with a view of conserving the value of buildings and encouraging the most Ordinance No. 480 -657 Page 13 appropriate use of land throughout the community. SECTION 5. That this ordinance shall be cumulative of all other ordinances of the City of Southlake, Texas, affecting zoning and shall not repeal any of the provisions of said ordinances except in those instances where provisions of those ordinances are in direct conflict with the provisions of this ordinance. SECTION 6. That the terms and provisions of this ordinance shall be deemed to be severable and that if the validity of the zoning affecting any portion of the tract or tracts of land described herein shall be declared to be invalid, the same shall not affect the validity of the zoning of the balance of said tract or tracts of land described herein. SECTION 7. Any person, firm or corporation who violates, disobeys, omits, neglects or refuses to comply with or who resists the enforcement of any of the provisions of this ordinance shall be fined not more than Two Thousand Dollars ($2,000.00) for each offense. Each day that a violation is permitted to exist shall constitute a separate offense. SECTION 8. All rights and remedies of the City of Southlake are expressly saved as to any and all violations of the provisions of Ordinance No. 480, as amended, or any other ordinances affecting zoning which have accrued at the time of the effective date of this ordinance; and, as to such accrued violations and all pending litigation, both civil and criminal, whether pending in court or not, under such ordinances, same shall not be affected by this ordinance but may be prosecuted until final disposition by the courts. SECTION 9. The City Secretary of the City of Southlake is hereby directed to post the proposed ordinance Ordinance No. 480 -657 Page 14 in its entirety on the City website together with a notice setting out the time and place for a public hearing thereon at least ten (10) days before the second reading of this ordinance, and if this ordinance provides for the imposition of any penalty, fine or forfeiture for any violation of any of its provisions, then the City Secretary shall additionally publish this ordinance in the official City newspaper one time within ten (10) days after passage of this ordinance, as required by Section 3.13 of the Charter of the City of Southlake. SECTION 10. This ordinance shall be in full force and effect from and after its passage and publication as required by law, and it is so ordained. PASSED AND APPROVED on the 1 reading the 18 day of February, 2014. C---- 02c.____ MAYOR �`', ZN� F ,, ATTEST: J ..... 14 �0••• •. .. .. ., ' h p :4 : a CITY SECRETAR O \. •• • / •.....• i°111 is Hill l ic is!: 14t1‘%‘ PASSED AND APPROVED on the 2" reading the 4 day of March, 2014. 401 O7 MAYOR ....« l..1.,:8,,,,,,,,, � J'flq .., ATTEST: .� •......�� .,, •• % Py),IA_ = k :41 .... 1 . IN 1 CITY SECRETA ' v • 1.In Ordinance No. 480 -657 Page 15 APPROVED AS TO FORM AND LEGALITY: Of41 I CITY ATTORNEY DATE: OS ' . 5 ADOPTED: ? J 1 ' I M EFFECTIVE: 3 ' 7 ' 1 9 Ordinance No. 480 -657 Page 16 EXHIBIT "A" Being described as Tracts 3A1A and 3A2A, Thomas Mahan Survey, Abstract No. 1049, City of Southlake, Tarrant County, Texas, being approximately 15.518 acres, and more fully and completely described below: LEGAL DESCRIPTION BEING a parcel of land located in the City of South lake, Tarrant County, Texas, a part of the Thomas Mahan Survey, Abstract Number 1049, and being a part of that tract of land described in a special warranty to NCI Group, Inc. as recorded in Document Number 0208018532, Tarrant County Deed Records, and being further described as follows: BEGINNING at a 4 -inch pipe fence post found at the northwest comer of said NCI tract of land, said point being In the east line of Sherwood Estates, Phase I, an addition to the City of Southlake as recorded in Volume 388 -139, Page 7, Tarrant County Rat Records said point being the southwest corner of Rodgers Addition, an addition to the City of Southlake as recorded in Cabinet A, Slide 3538, Tarrant County Plat Records: THENCE along the north line of said NCI tract of land and along the south line of said Rodgers Addition as follows: South 88 degrees 50 minutes 10 seconds East, 311.90 feet to a one -half inch iron rod found for comer South 89 degrees 49 minutes 28 seconds East, 55.61 feet to a five-eighths inch iron rod found at the most northerly northeast corner of said NCI tract, said point being the northwest corner of Lot 1, Block 1, Mesco Addition, an addition to the City of Southlake as recorded in Cabinet A, Slide 3232, Tarrant County Plat Records; THENCE South 01 degrees 30 minutes 55 seconds West, 511.41 feet to a one -half inch iron rod found at the southwest corner of said Lot 1; THENCE North 83 degrees 56 minutes 10 seconds East, 152.74 feet along the south line of said Lot 1 to err in a concrete driveway set for corner In the west right - of-way line of North Kimball Avenue (a variable width right-of-way); THENCE along the west right - of-way line of North Kimball Avenue as follows: South 00 degrees 01 minutes 01 seconds East, 206.36 feet to a one -half inch iron rod set for corner; Southwesterly, 64.71 feet along a curve to the right which has a central angle of 02 degrees 43 minutes 48 seconds, a radius of 1358.00 feet, a tangent of 32.36 feet and whose chord bears South 01 degrees 20 minutes 53 seconds West, 64.70 feet to a one -half inch iron rod set for comer, Southwesterly, 45.30 feet along a curve to the left which has a central angle of 01 degrees 47 minutes 59 seconds, a radius of 1442.00 feet, a tangent of 22.65 feet, and whose chord tears South 01 degrees 48 minutes 53 seconds West, 45.30 feet to a one -half inch iron rod set for corner in the north line of that tract of land described in a special warranty deed JTE Investments, Ltd. and Charles W. Anderson as recorded in Volume 15405, Page 216, Tarrant County Deed Records; THENCE South 89 degrees 59 minutes 17 seconds West, 113.94 feet to a one -half inch iron rod found at the northwest corner of said JTE tract of land; THENCE South 21 degrees 40 minutes 10 seconds West, 281.86 feet to a one -half inch iron rod found for corner in the west line of Lot 4, Block 1, Mesco Addition, an addition to the City of Southlake as recorded in Cabinet A, Slide 3619, Tarrant County Plat Records; THENCE Southwesterly, 101.86 feet along a curve to the right which has a central angle of 58 degrees 21 minutes 34 seconds, a radius of 100.00 feet, a tangent of 55.84 feet, whose chord bears South 50 degrees 51 minutes 00 seconds West, 97.51 feet to a one -half Inch iron rod found for corner in the north line of Lot 6R, Block 1, Mesco Addition, an addition to the City of Southlake as recorded in Document Number D211037987, Tarrant County Plat Records; THENCE South 80 degrees 01 minutes 50 seconds West, 106.45 feet to a one -half inch iron rod found for corner in the north line of Lot 7R, Block 1, Mesco Addition, an addition to the City of Southlake as recorded in Document Ordinance No. 480 -657 Page 17 Number D211037987, Tarrant County Plat Records; THENCE along the north and west line of said Lot 7R as follows: Southwesterly, 17.53 feet along a curve to the left which has a central angle of 20 degrees 05 minutes 15 seconds, a radius of 50.00 feet. a tangent of 8.86 feet, whose chord bears South 69 degrees 59 minutes 07 seconds West, 17.44 feet to a one -half inch iron rod found for corner; South 59 degrees 56 minutes 25 seconds West, 103.21 feet to a one -half inch Iron rod found for corner; Southwesterly, 97.68 feet along a curve to the left which has a central angle of 55 degrees 57 minutes 53 seconds, a radius of 100.00 feet, a tangent of 53.13 feet, whose chord bears South 31 degrees 57 minutes 26 seconds West, 93.84 feet to a point in a drainage ditch for comer. South 03 degrees 58 minutes 27 seconds West, 59.17 feet to a point in a drainage ditch at the southwest corner of said Lot 7R, said point being in the north right -of -way of State Highway 114 (a variable width right -of -way); THENCE North 85 degrees 59 minutes 38 seconds West, 145.01 feet along the north right - of-way line of State Highway 114 to a one -half inch iron rod found for corner in the west line of said NCI tract of land and In the east line of said Briarwood Estates, Phase 1; THENCE along the west line of said NCI tract of land and along the east line of said Briarwood Estates, Phase 1 as follows: North 00 degrees 26 minutes 10 seconds West, 850.14 feet to a five- eighths inch iron rod found for corner; North 04 degrees 28 minutes 13 seconds East, 102.90 feet to a five- eighths inch iron rod found for comer, North 26 degrees 44 minutes 15 seconds East, 440.44 feet to the POINT OF BEGINNING and containing 675,965 square feet or 15.518 acres of land. Ordinance No. 480 -657 Page 18 EXHIBIT "B" Overall Exhibit T_ — - ' 1 G EOATA. - r __. __ — _._ - -- Ii oawoc r te alnm I HOW F ewano t . — HoYSA tbaf 31,7J0* riebstAgnstatmn1 71772 Si low 4,0 10 St ` E . , y OFRCE 4111 -- r° ...... i .. _ *111_ r; i :---2,;;;I: ,I i 11 111 ..1 � r P � Ih i L tt f I e _ P.: - Fs. Kimball Park Pep rn: ? o ....I : a,. . i� AimbQui 7' J rl'R Maste, Han °�Adamn Southiokr, TX tP S Ordinance No. 480 -657 Page 19 r Concept Plan y I I - — , 4` y r ,. 1 1 1 , 11 k i I I . I I 1 . 1 �I 1 11 ` I mu m.,.. �° I I _._ 1 =f- e fr , q C I ,, „-- . ..- ...,v , ,... .7t_.__ awe' _ E t , �; n® 1 c o I -( lR5 ' t �0T 1 - • ' \ \ r err"... , t _.. I �1r . i a l GOBI F r �';,- �. ,. . ti . _, 1 JI 1 •• • F I I� ' N DiEL SU �•. -.� I 1 1 t . S. '^^. _ _� I rs ; 1 1 �' 1 I I 1 "� L - 1 1 ., -.r 0 .. I.wmcwncuaAUC$I *wrs.mu..UU ` 1 LEGEND ! _ _ ..„..,1 I • I i =�,.,� E„s.�aEA y,�,� I tin.. - . I aa..a. - ...� 1 • NW., v .o.- tcr. 7A,, -,u. Ordinance No. 480 -657 Page 20 Concept Plan Data Summary Chart Site Qata Summary Lot I Lot 2 Lot3 Lot 4 Lot 5 Lot 6 HOTEL RESTAURANT OFFICE RESTAURANT RESTAURANT OPEN Total Existing Zouute 1 I 1 t I 1 Proposed Zoning SF2 SP2 SP2 SP2 SP2 SP2 Lanc Use Designation MIXED USE MIXED USE MIXED USE MIXED USE MIXED USE MINED USE Gross Acreage 3.59 155 5 16 089 124 309 IS 57 Net acreage 3 59 155 5 16 089 I '1 3 Ii9 15 5' NurrberofProposec Lots I 1 I I I I 6 Percentage of Site Coverage 20% 15% 14% 2_% 17% 18% Arca of Open Space (in Sq. Ft-) 21.301 29.444 55.679 8.661 10.187 118.18f 234.457 Percentage ol'Opeu Spat. 14% 32% 25% 12% 19% 88% 31% Area ofhapen Cove:age 135.079 47.074 169.091 30.117 43.32 16.115 111.593 Percentage of !roper ions Coverage 86% 72% 75% 88% 81% 12% 69% Proposed Bullring Area (Frnt Prin: is £7. Ft.) 31,390 13.1 0 32.1109 4501 9177 87, 17 Number of Stories 4 2.5 3 1 I Maxnrum Builcing Heigh: 72 FEET 35 FEEL 54 FEEL - 18 FLU 18 FEEL Proposed Floor Area 113.315 1),000 96.000 4.301 9.22 233.057 Propus.d Flour Area by Use 1st Floor - 31.390 (iq Sq. Ft 1 2-4th Floor - 25,975 each 1 13, 315 118 315 Restaurant/Other (in Sq. Ft.) 13.000 4.50) 9222 ',.7?" Office On Sq. Ft.) 96.000 96.000 Required Parking (Per SF- 2Rrgttla'inq.c; 205 63 326 52 54 706 Provided Parking _ Standard 205 6) 318 51 52 686 Hand ica. 6 3 S I ? 20 Tote1 211 63 326 52 54 706 Required Loading Spaces (Per SP -2 Regulations) HY x23 I I Hi x517 I I 1 3 Provided Loadine Spaces 10x2$ I I 10' x.5(1 1 I I _ Start Construction :tInntkll;eat' End Construction .)iontIl;}e.ar Ordinance No. 480 -657 Page 21 , Site Plan • • • • -ft.-- ..• I SF ` '.., \ ..'..:::::::::::::::: ,';‘ ir -- . --- I 0 ,.. I [ tar 4 ' •-- - - \ ..■.,■::..'.-:-..::-.:.- `:,,:,.,,,,„________ • Lt___ j . I ..%' \ 11 - 1 ' tii ' 1 5.1.1 ■• • . t 4500 SF :•.. 1 ::',...-:-.--.-.-: ,• ;;;-• • :17-:; • • _ ,,,, _ , _ , '' ' 1 . ' ' ' - • r ' ...1.•: . " - " z "' "- --. " _ '''' - .-' •.,, 1 1 7 '',..j.,. , ' ' .:'. -: . -- ..-, il: ....._ ....., _ .----,-- -_ - - — . - —..J... —,...... .. _ ... .. -,. 71 .. • • • - --..---- ._.. _ ...-,-.= ,/, /' •,: r - 1 1. ' 7 : 7 1 ...... ......L a.i , I . r .„ • • -...., : ••••,-;=:•,.,-;,. ! , .. ‘,..,.. -.. . , .._ . d I : ( HOTEL A , i ,.., , t , ; ,,..., ,..,..,. . __ : . , .„.....:,...... . ; ,........:‘,..., . . . . ..,. . ... ;., ! 4 FLOORS 1$ 31.390 SF FIRST FLOOR Toni. SF, 1113315 SF ‘•• f • .. --.• ' N -- - , . . . . . • .. •• ; ,., ;- *.* .,** 1 . ,.I i ic.....; — . . . ...-- - L----s---- - zy ...........- ;••• - I ''•:, `... . .'" ... ; ' , f . ' I • . , 1 . ;?...., • 1 ,, „ • , 1 4 I : ' ',...' • o - , . . .. ......'-"- • " :..•• , - k • . T 2 4: •:., '•-• ' .: : .. . - 2.1... ., • -' ::::::: .. ! I ' '''''""'•.''•'.• t . I_V ..- RESTA T' URAN PUILOW0 . .' 10040V - •,•,- . , , , , .. ... • - : : : ... 7. :1 ‘, ... 0,1 ;_-: • (et • _; . . .,,, ,,,,,,,,,, .e/.f..&2F.,,,,,,zzadiiie.i., ., _...„,,, .. ,.,...,.__d_zz.,,,,, .. ' . I „um ustf cnt mom - .e? MGM ' i law— ' ....t Md. t 0 iWatd • .................-- i *a .......... w e ............„ = ...„.,,,, , -.'. ' ' 7• ' 0 II k -- ,-tok .' '•-• ' ' ....4-. ' "'. ''''''' ' '' .....?. ,,,, E= Z.612;■'.+0.- ,...............„...4 j . . 4 , = 7.7. '''''' , , - % 1 F- 2L ' I r I! -- . -------,-----=-. : - i ..--;-'.'",:... F k_A - -....-•• j ,..,„,,„ - Unaro, -,, Pr ......,., M(.0 4.,7107t - --- --- Ordinance No. 480-657 Page 22 Site Data Summary Chart Site Data Summary Lot 1 Existing Zoning Proposed Zoning SP2 Land Use Designation MIXED USE Gross Acreage 3.59 Net Acreage 3.59 Number of Proposed Lots 1 Percentage of Site Coverage 20% Area of Open Space (in Sq. Ft.) 21,301 Percentage of Open Space 14% Area of Impervious Coverage 135079 Percentage of Impervious Coverage 86% Proposed Building Area (Fool Print in Sq. Ft) 31,390 Number of Stories 4 Maximum Building Height 72 FLEA • Proposed Floor Area 125,560 Proposed Floor Area by Use 1st Floor - 31,390 (in Sq. Ft) 2-4th Floor - 28,975 each 118,315 Required Parking 106 Provided Parking Standard 205 Handicap 6 Total 211 Required Loading Spaces (Per SP-2 Regulations) 10' x25' 10' \) 0 Provided Loading Spaces 10' x 10' x 50' Start Construction Alonth/Year 1 Construction Month/Year Ordinance No. 480-657 Page 23 Landscape Plan - Lot 1 yo- , :`r'Q -_____ . rr a II LOT 1 i ,, IT _____f _____ I I =_ I -- , �' H OT EL 3.59 ACRES - 1 A FLOORS xr - - + 31,390 SF FIRST FLOOR Ltir r '' w r TOTAL SF = 118,315 SF — Fes:'. 1 :u ► .. ,1 f , .. — — r f rae_ ,a.° lac I... a '1.: # i u. r. - IPa h7 MITER ,,,,,fY91 Z `.. ! ,, Va t 1 yT^ !V! B � 4 ►� -- _ X` • 1 IU FPFe� " io , J �I "1 m a i0 El TYPE A T1PE. Ordinance No. 480 -657 Page 24 Plant Material List — Lot 1 � Plant Material List Cfty mmended Plant Material List SUM KE 1 OTY. COMMON NAME O.C. ROOT 5=1 HEIGHT SPREAD COMMENT SCIENTIFIC NAME Canopy Trees LO 2 Lire O mss. Virginians WA Can: 2' cat. 8 min. 4' min. Fun Canopy, Healthy, Good Form TA 13 Texas Ash WA Cad 4" cal. 14' min. 6 min_ Full Canopy, healthy. Good Form Fraxima texenas LE 12 Lncberuir rwifalia WA Cad 2' eat 8' min_ S min. Fun Canopy, Healthy. Good Farm tmus RO to Texas Red Oak WA Cant 4" net 14' min. 6 min_ Full Canopy, Healthy. Good Farm firaars sna Accent Trans SP 2 Slash Pipes e NSA Cant 3" ml. 14' non. 6 min_ Full Canopy, Healthy, Good Farm Pa PC 3 o 3i Cypres3 NSA Cart 3" sal. 14' nun. 4' min. Full Canopy, Healthy. Good Farm Taxadhon aecendens SM 3 Shantung Maple NIA Cad 2' rat_ 12 nor. 5' min. Full Canopy, Neatly. hy. Good Farm Acer Iruncoium JM 8 Japanese Maple a TWA Cat t cam_ T nhat 4' mar Full Canopy, Heathy, Good Form Ii0 4 Read WA Cord 3' cal. 8' min_ 4' m. Large Fell Canopy. Healthy, Goon Form Casts canadenss Single Tnmk RC 18 Eastem Red Cedar WA Cats 3" aft 6 non_ 4' min_ age Full Canopy, Healthy. Good Form Jmeper s vaginiana Single Trunk FR 8 Fasts Holly Ca l. 6 d 15 gat min. 4' min. . Healthy. Good ha Ilex x alleniata 'Foster' SH 5 Savannah Holly WA Cant_ 15 gal. 6 min. 4' mat Heathy. Good Farm Ilex x alremintn'Foster' VX 5 Vitex WA Copt 30 gat 8' mini 4' min. Full Canopy, Healthy, Good Form Vitex aquas-casks Mum Possan4iaw Holly PH 10 Ilex det9dua NA ConL 2' cat T or. n 4' mat_ Fral Canopy, Healthy, Good Farm f EP 17 Blue Paint J perus er is pure Pane Cat 2" cal. 9' not_ 2 mat Healthy, Good Form e 21 Skyrocket Jun Jhaipenc. soopWanan'S'kynodeY Juniper NIA Cart 2' cal. 9' mkt. 2 map. Hearty. Good Farm Starts itlfidels Blue Juniper IP ill - JurQe rus smopdersam rfchila are WA Chat 7 gat S print_ 3' nen. Healthy. Goad Fam ® t Nellie Holly a 60 rd " Co 15 gat 48" nen. 46 min. Full, heathy, Even Growth Ilex lex x'NeOla R_ Stevens' Grey Cotoneaster Q GC S Catonersarglaumphyllus 36' Cad min. gal. 24" m. 24" rill. Full. heathy , , Variegated Privet 72" Cat 5 gaL 36° min. 36" min. Full. Healthy. Even G ow h Ligustrum Unense Verieg ®' ;A _ Glossy Attelia 68" Cont. 5 gar_ 30' map. 36' mat Full, Heathy Ahefia grandifdaa a Texas Sitverado Sage 60" CariL 5 gal. 36° min. 36" mat Full, Heathy, Even Growth % Leumptpwlum mutescens 5ilveradd • GC - Green Claud Texas Sage 68" Cad 5 gay 38° min 35" mat Full, Healthy, Even Growth I easaphyrsn fnnescenrs 'Omen :Naar el CL - Ceyera Temetnaemia gynmarttivsa 60° Cont. min. 5 gal. 30' m. 24" min. Full, heathy, Even Growth Latdtp =_loan Muhty 48" Cont 5 gal. 30" min. 24" min Full, Healthy Muhlente gilt Qua:amen !; KO - Knockout Rose Rosa ,Knockout, 46° Cant t_ 30 5 gal. min. 24' not Full, HeaYIry @ RV Red Hesperoloe parvaopia 36" Cord 5 gal. 24' mn. 24" mat Full, Heat es Healthy, No Broken Spat G SB Bursae 5pinaea 36° Cont. 5 gel. 24" min. 24° non Full, Healthy, Even Growth Spimaa bumalda 'Anthony Wale? ® PB Crimson Pygmy Barberry 2 4" Cant_ 3 go. 12 min. 18" min. Full, Healthy sacaarn n,.m . r iy'TF Ground CaverlSeasonar Ci:ar GC WA Gratatd Coyer and Seasonal Color to :stands WEI Also Include Shrume In Accordance to the Current Edition or The Amerimn Standard for Nursery Stock Ordinance No. 480 -657 Page 25 , Landscape Plan - Lot 6 - .=_ ,7, 47. . ,m _- 1.- .. _-.T._• -_ - = - - - - " ••••••--.• - — - - , x _ - * - 1 " Er li ttIF .... 6.11=11.2= . - 1 1110 \ --vs- .. = - --------k , / . ---- 4 1 ,0** 1 -- . ' - M 3 :7 : '.• - .1- ..: ...` -,. - iTr.- - - - - --- - --,— - , . 1 l * { t I 1 1 1 3 ,00Rt ..... AL ; ' • - • 1'7.. --",... 1 , 2.61■101 MOO* _ . .,, j . - _ \ ... - - . ".=..::-... r 1 1 i r i - ' , :I: : IJ: ., N, r LOT 5 ■ LO r 4 i .A.24 ACRES 049 - Z ti ,,,.,__, 1,.. Ler -Aji :ria • -- ■ ,,, -,......„, -14, i i -- 7.- --- - r- 4 _ Li I . Root Ntp atta all1114 *It Lk. r 1 • ••••• IIII W , ..1 H "-=."."''' f .::. 1 I ..="—..'. ■ L , Ordinance No. 480-657 Page 26 ,........■. Tree Conservation Plan , 1 - -- 1— .— 'r . _ rfg"..,Ittf:4= --;-,:--- ••.'.:, _ __ - SITE MAP . . - - - - - - ti.. ---- 1 ,v,l -.. ) ',..§,:,,-:_-, - '-)--s k .. - ' - , , --, 7-,5 --, insi , .._7 ti -------.--- - i f -../..z, -•",:' .......4.,;--4 .-::--. - - ...,1 . .ri•' ------•'' - ° - '''''''' ' ' "---- -, '' ' ' •.•:, ''-' ••. 4.11---- , tt,ti N - ':-•••• ''', N s. - ' • ii 1- 't ?.: ",,, ' - ' - •ti,, -... - ., t •• iptt .: 2 _..;--t - ..• ,-tA . . :: - 1 •7\' ' tti v Ir j 'Y\ i t ' ' tt • , 1 rea, ,4 ' s i ,.:7 4 ( s q• 1 I:* 4 r ' ZM, tr t'' •1: ''.. a ' I a 6 Ii ' • Itilgill-Id : ' ,,,c, = Ili tt4 I , _ , ,_• . lk,, .., — i Pr..„ k • - . .•4 . ,, t",.... At—. t in ITT _ . ,,,.. 4 ,.. • ms., 't, . • tt I t 1 Mill IT • N,41:21 -''''''' , - 7": , <., 4 ". 1 "` ' ' - ' I , ..il • _______ ..._- , ,,,,•43 , , ..,,,,,,,„ ..- , , , ,,, , - --.2 • ' T ------- = ; A: . • ..'-, • , , ,.....i , t'tt . .._...4<„, ,, . - Q -.,... 1 1 ,.._ _______-1 .1 4.1ra tielocAri.- R )3.,,X ''.--- • 5 t' '.: . --- 1046 4. '-. ' ....--. — ..' IP -." - `I-r 4,,,t,ticezr,, ,1"-:•` *44, - - -- - 11 . •or, . ,,,,. -4,,- , ,,, , ,4 , . ' , ii, .- I. - - -, ,-7- ,, ..., ,_ • ; '''. ‘,._1 _, ,__ 1 = ; - -..., '17:7 - ',. .e. , .: ' '... -- - -1 7. - - '--=-4-4,-- -------------:-; '....L.. 7 . ■ ...4-..,-- ‘.;.,',.,!,V"..aage:4 . i ... - - .. -. ...„, ----.---",,?------ - • -..-, : -.4.-- ._,:, .,---__ -,,, _:.,..,- i wr I . -. , 1 — — .'.- -- z - - i ' _ = 9.1 . ,/, y - , t --- I i . --:- I w — i - 1 ......, ... ..,.._ : , .4 a l!-......—:... = C TREE PRESERVATION SUMMARY LEGEND 701 Trees Tree Undevelopable Area 1 Hr % Saved Trees . 2. PEDESTRIAN ACCESS PLAN i 58.3% 4' Concrete Sidewalk ! I Marginal Trees : 0 0% ! I ,-. Trees to be Removed ' .....' 11 41.7% 8' Concrete Sidewalk ,.... . - 24 100% .1 Existing Tree Cover: - Percentage of existing tree cover on site' 2.92% • Percentage of existing tree cover to be preserved: 1.61% Page 27 Ordinance No. 480-657 Phase 1 Construction Plan ri . 4 t i _ 1 - F.. PHASE 1 CONSTRUCTION �" Ordinance No. 480 -657 Page 28 Hotel Renderings , $. - —' - - _ r . _ a .w • . ^y , ■ . t ' ' ; :j4*----. - • ie I -/ _ /': ,.. eft. R _t . 477' _ ,, ., . , . - .. ,______ • .,.. _______________. .. ... _ __ , Page 29 Ordinance No. 480 -657 if 1 .. ., : " 4. ...' aiii ' --- , , 1 _ , a . ; 1,,, r - ° . _ - I r --..E ,.f - CAMBRIA Kimball Park - Cam One Suites Hotel Hotel Renderings t .. a 1... �Y _ }} 5 - . *. -f >. - to •+..� kit _ �S r �`7• !VlGA II Page 30 Ordinance No. 480 -657 4 r- I .._.- -_- -.-- _ 1 1:---- i '''' .s,�i ?art s , y i' t , u , , _� — _ ate_ . �MSRIlI Kimball Park - Cambria Suites Hotel S UITES uiILL,4, i% ...,.___ MGA , 2 I L4 a zs+ p . . mil //� \ a s .may \ °" , ry w t w 4r . -. - • * a Yr � M � � � �.r _� 'err �'` 4 4 Kimball Park aryc ed tTr . Master Flan 2A cams ,...,.., m., S.wthl,ake, IX Ordinance No. 480 -657 Page 31 ' , , I. ,- Mkt? .. Ordinance No. 480 -657 Page 32 Hotel Elevations ... . . . . .....,. , , ........ ,...... „ .,.. _ , _ ....... _ __....... _....... ...... _. .....„ .. , .................._ ,..,..._ r----- , ---- ........ II Waal! Park - Cambria Suites Hotel . - - , . - 1 1,1:_...,3rwegit.i ......_ ..._A 3 --inassassame - '7 1 ? .--- ... ....„........,......„.„... „.....,..„ .. ., „ .. ..„., ..... ... .... . ....._........ ,..... • ,;,,..,..,,; Ordinance No. 480-657 Page 33 Hotel Pool and Patio Area L ' ��. 4 • 4 _ 1 M s ' '''': -. ''''' ill L Ordinance No. 480 -657 Page 34 Upper Floor Plans ,„... , = 01 ,., — ' I 1 _. . , - - ..... ... - ,, .._ ..,.... . ..., -,... , . I —.,7.....— I: L_______'; , , ... ,.. .., ..„ Eill 1R.P., ■ ' _. .. . ug,c Sp444 : - ( ROOM: .. , .. 11111 rir.3 Su.. 4 __ .. _ — _., , 0 Kimball Park - Cambria Suites Hotel .10.14....fral C AMBRIA .21•Nre Ia.. ............... GA 4 I . , ...... .... ..., . .. .. . .. _ .. ______. I r .-. F ;._ -- . . •-.-, ',=-_ '_____ _ . P ,• - • 1 ,.„.. .._.., : . .... , • i '....10tr' . ,.•.: •-. ' , . , . , . . • _ - I , — . .,..-,. ,.1....p, I- , UPPER PLAN (TYP.) 'T5 .,------- -- __ - _ Kimball Park - Cambria Suites Hotel „,„„ ..„„„_„„,„„,„_. MGA 111 Scut Hake, TX February 18, 2014 Ordinance No. 480-657 Page 35 Co N M w Oi co 2i °' il q hi II Sg HI l =1 !N [ 1 N 4 =� . ----.--. �. .,— i — ' CO I / . IS' BS' 36" TS" tl[: Xis' ai' 35' iS " YS= i o ilf]. fAi 1 Rag I _ , i ' ai" •1 iiii- 4. 4- IS• 4• RS• AS. 4• Yi• FS. C ° e S. IS•U1 • RS d 7 1 aS• 1S" x 0 # a NS % SS 9 i Hi a 7 c Yiy _� Y7• 1, 4. is. i 1 Li iS' d ES' C i iS • as. i r t 1 11 �S • 1 7 . 6 S • S' i ci I ;;;, ( s4 n ") _ in 0 ao It T. a O E Z m u d Y C � g ti 1d a `° C �o I z 'd .c E; I- .2.2- 0 First Floor Examples Next Generation Cambria - Arrival Experience ' `~ "VITA ‘' • " * I <a d . 4 � � — ,' lair; py. ___.. 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' t ' a a K 2 � g a a z.� ' ,0... ..,. o- a >eere. ...a .+w...,�r v., mow l��. • . 'I w siiiii , ...�.:4i._ ^.:ice. r —... y .._ .:n^^ -- Ordinance No. 480 -657 Page 39 Office Building Renderings 7 ---- 1 11 Z:Itz t 111111 i 3 I tai #D.E ►lrtltti I Ordinance No. 480 -657 Page 40 Kimball Park , .. , ...__ } .. .: .....„ imianii ,....40. . , ,, .. , . ., . _,.. i.e. ,..__ ,,,$,., imantal y - ° { . "- y PAC -CUD MAK'.AHD D STO STUCCO / i Sri — _TM1 I , 1' +C AL f q MOWN SY!/MS MOO _ ` w0gA I— M11GE Wl� SEMI- 2ANCNDTH r,s r.. 1 .10,110111 _ • r-. ri=di `.. ..-...yialligglr 411111111IVfr — 7 - 1 - --r7 S'1OKfl1DN1 ,1( Mr 1 •a1. . - s -..... _ TOOA!- COUMTIMV UDCxT: 9 - w 4SPOS >.. CM.It LTAYKO CUM V f iali f (('�� t! -3.A - Lr�d�l�I1s I/ COSOUADO STOVE rl1CNC p Uu1LSIOM! SOUTHLAKE SOUTHLAKE OFFICE i BUILDING • • 1, ,, Ordinance No. 480 -657 Page 41 Declaration of Covenants, Restrictions and Easements TABLE OF CONTENTS Page DECLARATION OF COVENANTS. RESTRICTIONS. AND EASEMENTS 1 DECLARATION OF CO` ENANTS. RESTRICTIONS. AND EASEMENTS 1 ARTICLE I. DEFINITIONS 1 ARTICLE II. PROPERTY SUBJECT TO THIS DECLARATION 6 Section 1. Properties 6 Section 2. Additions to the Properties: Certain Ainendments. 6 ARTICLE 111. MEMBERSHIP AND VOTING RIGHTS LN THE ASSOCIATION: BOARD OF DIRECTORS Section 1. Classes of Membership. 7 Section 2. Voting Rights. 7 Section 3. Board of Directors 7 Section 4. Multiple Ownership. Section 5. Notice of Change of Ownership. 7 ARTICLE IV. PROPERTY RIGHTS IN THE COMMON PROPER1LES 8 Section 1. Members Easements of Enjoyment. 8 Section 2. Additional Common Properties 8 Section 3. Uses of Common Properties and Common Area. 8 Section 4. Extent of Members' Rights. 8 Section 5. .Administration 8 ARTICLE V. DEVELOPMENT OF PROJECT 9 Section 1. Reciprocal Easements 9 Section 2. Reservation of Easements. 10 Section 3. Platting. 10 Section 4. Cessation of Constniction. 11 Section 6. Monument Sign Easements 11 ARTICLE VI. COVENANT FOR MAINTENANCE ASSESSMENTS 13 Section 1. Creation of the Lien and Personal Obligation 13 Section 2. Puiposes of the Assessment. 13 Section 3. Assessments. 14 Section 4. Due Dates: List of Assessments 15 16,567137v.s Ordinance No. 480-657 Page 42 TABLE OF CONTENTS (continued) Page Section 5. Effect of Nonpayment of Assessment 15 Section 6. Statement of Unpaid Assessments. 16 Section 7. Liability Limitations 16 Section 8. Estoppel by the Association. 16 Section 9. Report of Delinquent Assessments. 16 Section 10. Exempt Property. 16 ARTICLE Vii. ARCHITECTURAL CONTROL 1? Section 1. Architectural Control Committee. 1? Section 2. Architectural Control. 1, Section 3. Exteriors 20 Section 4. Sins ?0 Section 5. Liability of ACC. '1 Section 6. Exempt ImprovemeInts. 21 ARTICLE VIM MAINTENANCE , 2 Section 1. Maintenance of Common Properties and Common Area. Section 2. Maintenance ofLandscapina. ?? Section 3. Disrepair of Lots. ?? Section 4. Access at Reasonable Hours. ? 3 ARTICLE L1. INSURANCE 23 Section 1. Maintenance of Insurance. ? 3 Section 2. Additional Insurance. 24 ARTICLE X. USE OF PROPERTY 24 Section 1. Use. 24 Section 2. Prohibited Vehicles. 17 Section 3. Height Restriction on Lot ? g Section 4. Limitation on Lodging Uses. ?S Section 5. Env ironnnental Indemnification. 28 ARTICLE XI. GENERAL. PROVISIONS 2 8 Section 1. Beneficiaries of Easements. Ri2hts and Priyile2es. 2S Section 2. Duration and niendment 29 11 1565 7In -3 Ordinance No. 480 -657 Page 43 T&BLE OF CONTENTS (continued) Page Section 3. Notices 30 Section 4. Severability. 30 Section 5. Enforcement ,0 Section 6. Texas Law 30 Section 7. Liability of Association and AC 30 Section 8. Effective Date. 30 Section 9. Existins Improvements 30 Section 10. Counterparts. 30 Section 11. No Implied Dedication 31 Section 12. Zonins. ;1 Section 13. No Warranty of Enforceability. 31 ARTICLE Xal. ENFORCEMENT ;1 Section 1. Failure to Comply. 31 Section 2. Fines. ;1 (a) Notice. 32 (b) Meetin 32 (c) Amounts. 32 (i) First non-compliance or violation. a fine not in excess of One Hundred Dollars ($100.00): 3? (ii) Second non- compliance or violation. a fine not in excess of Five Hundred Dollars ($500.00). 32 (iii) Third and subsequent noI1-compliances. or a violation or violations which are of a continuing nature. a fine not in excess of One Thousand Dollars ($1.000.00). Fines shall be a lien on all Properties of the applicable Owner. 32 (d) Payment of Files (e) Non Exclusive Remedy ,_ ARTICLE XIII. EXHIBITS 32 Section 1. Exhibits ;= 1566 7 7.3 Ordinance No. 480 -657 Page 44 DECLARATION OF COVENANTS. RESTRICTIONS, AND EASEMENTS THIS DECLARATION OF COVENANTS, RESTRICTIONS AND EASEMENTS (together with any and all supplements. amendments or modifications hereof in accordance herewith, hereinafter referred to as this "Declaration "). is made as of . 2014 (the "Effective Date"). by AIDP Southlake. LLC. a Texas limited liability company ( "Declarant "). WHEREAS. Declarant is the owner of all that certain real property described in Article II of this Declaration: and WHEREAS. Declarant desires to provide for the preservation of the values and amenities m the Development (as hereinafter defined) and for the maintenance of the Common Properties and Common Area (as hereinafter defined). and. to this end. desires to subject the Properties (as hereinafter defined) to the covenants. restrictions. easements. charges and liens hereinafter set forth. each and all of which is and are for the benefit of the Properties and each Owner (as hereinafter defined) of a portion thereof: and WHEREAS. it is desirable for the efficient preservation of the values and amenities in the Development to create an entity to which will be delegated and assigned the powers of maintaining and administering the Common Properties and Common Area and administering and enforcing- the covenants and restrictions. and collecting and disbursing the assessments and charges. hereinafter created: and WHEREAS. Southlake Iumball Owners Association. Inc. has been organized for the purpose of exercising the aforesaid functions. NOW. THEREFORE. Declarant. for itself. its respective successors and assigns, declares that the Properties are and shall be owned. held. transferred. sold.. conveyed and occupied subject to the covenants. restrictions. easements. charges and liens (sometimes hereinafter collectively referred to as "covenants and restrictions ") hereinafter set forth. ARTICLE I. DEFINITIONS The following words. when used in this Declaration. shall, unless the context otherwise prohibits. have the meanings set forth below: (a) 'Annual Budget" shall have the meaning specified in Section 3(a) of Article VI. (b) 'Architectural Control Committee " or 'ACC" shall mean the permanent committee of the Association established by Article VII of this Declaration. (c) "Architectural Guidelines " shall consist (i) all of the provisions of this Declaration limiting the development and use of the Properties and (ii) the criteria as to design. materials, finishes and external appearance adopted by the ACC from time to 15657137v.8 Ordinance No. 480 -657 Page 45 time pursuant to this Declaration. in each case to the extent such provisions or criteria are applicable to a particular Improvement. (d) "Articles of Incorporation" shall mean the articles of incorporation of the Association. as the same may be amended. modified. supplemented or replaced from time to time in accordance with its terms. (e) `.Association" shall mean Southlake Kimball Owners Association. Inc.. an existing or soon to be formed corporation. (f) "Board of Directors" shall mean the board of directors of the Association. (g) "Bylaws" shall mean the bylaws of the Association. as the same nnay be amended. modified. supplemented or replaced from time to time in accordance with its terms. (h) "Citibank" shall mean Citibank. NA.. New York. New York. and its successors: provided. that if at any time Citibank or its successors do not exist. the term "Citibank" shall refer to such reasonably comparable substitute financial institution selected by Declarant. (i) "City" shall mean the City of Southlake. Texas. (J) "Class A Members" shall mean the Persons described in Section 1(i) of Article III. (k) "Class B Member" shall mean the Person described in Section 1(ii) of Article III. (1) "Class C Member" shall mean the Person described in Section 1(iii) of Article III. (in) "Common Area" shall mean (i) land devoted to the common use and enjoyment of all Owners (either in fee or by easement but, m the case of an easement. only to the extent provided under the terms of the easement) which are now or hereafter declared by the Declarant and accepted by the Association as Common Area. including any Signage Areas . (ii) land purchased by the Association as Common Area. and (1u) land adjoining, the Development which the Association is obligated to maintain by contract. easement or similar requirement or which the Board of Directors. by unanimous imous vote. determines should be maintained by the Association for the benefit of the Development. (n) "Common Properties' shall mean (i) the Infrastructure Work. (ii) other Improvements devoted to the common use and enjoyment of all Owners which are now or hereafter declared by the Declarant and accepted by the Association as Common Properties. (iii) Improvements purchased by the Association as Common Properties. and (iv) Improvements located on property adjoining the Development which the Association 15667137v.3 Ordinance No. 480 -657 Page 46 is obligated to maintain by contract. easement or similar r'equir'ement or which the Board of Directors. by unanimous vote. determines should be maintained by the Association for the benefit of the Development. (o) "Declarant" shall mean the Declarant defined above as of the date of this Declaration. and from time to time hereafter shall mean. with respect to all or any portion of the Properties. any Person to whom the then existing Declarant expressly in writing assns its rights and delegates its obligations under this Declaration. whether in whole or in part. (p) "Declarant Affiliate" shall mean any entity which controls, is controlled by. or is under common control with. Declarant. (q) "Declarant Termination Time shall "mean the earlier of (i) such time as Declarant owns no more than one Lot. (ii) such time as all the Lots have been platted of record and the Tmprovements initially contemplated for each Lot have been substantially completed and at least partially occupied for their intended use. or (iii) December 31, 2017. . (r) "Development" shall mean the Properties and all Improvements thereon. (5) "Directors" shall mean the individuals comprising the Board of Directors from time to time. (t) "Effective Date" shall have the meaning specified in the first paragraph of this Declaration. (u) "Force Vlajeure Delays" shall have the meaning specified in Section 4 of Article V. (v) "Grading and Drainage Plan" shall mean plans and specifications showing in detail all grading and drainage of a Lot. prepared by a licensed engineer approved in writing by the ACC. (w) "Hazardous Substances" shall mean all hazardous waste. hazardous substances. extremely hazardous substances. hazardous consigrmients. hazardous materials and toxic substances. whether solids. liquids or gases. as each of these terms are defined under any applicable federal or state statutes and regulations relating to preservation or protection of the environment. including but not limited to. (i) the Comprehensive Environmental Response. Compensation and Liability Act of 1980. as amended. 42 U.S.C. § 9601 et seq.. (ii) the Hazardous Materials Transportation Act. as amended, 40 U.S.C. § 1801 et seq.. (iii) the Resource. Conservation and Recovery Act of 1976. as amended. 42 U.S.C. § 6901 et seq.. (iv) the Clean Water Act. as amended. 33 U.S.C. § 1 ?51 et seq., (v) the Toxic Substances Control Act of 1976. as amended. 15 U.S.C. § 7401 et seq.. (vii) any so- called "super'filnd"' or "super'lien"' law or (viii) any other federal. state or local statute. law. ordinance. code. rule, regulation. order. decree or regulation relating to or imposing liability or standards of conduct concerning the generation. storage. handling, treatment. disposal. transportation or processing of waste 15667137,:s Ordinance No. 480 -657 Page 47 or other substances or materials. Hazardous Substances also include polychlorinated biphenyl (commonly known as PCB's). asbestos. radon. urea formaldehyde. petroleum products (including gasoline and fuel oil). solvents. sludge, ash. containers with Hazardous Substances residue and spent solutions from manufacturing processes. (x) "Hotel" shall mean the hotel to be constructed and operated or1 the Hotel Lot. (y) "Hotel Lot' shall mean the Lot described on Exhibit B attached hereto and hereby made a part hereof which has been approved for the construction of a hotel. (z) "Hotel Owner" shall mean the owner in fee of the Hotel Lot. (aa) "Improvement' shall mean any building. structure. parking area. loading area. tracks. fence. wall. hedge. landscaping. pylon. pole. driveway. sign. exterior illumination. permanent installations of exterior statues. sculptures or other works of art and any future exterior construction or exterior improvement which may not be included in any of the foregoing. (bb) "Infrastructure Work" shall have the meaning specified in Section 7 of Article V. (cc) "Initial Hotel Improvements" shall mean the construction of the Hotel on the Hotel Lot. including all parking areas. driveways. walkways, landscaping and ancillary improvements. as approved by the City in the SP -2 Zoning for the Hotel. (dd) `=invitees" shall mean any licensees, customers, agents. employees. guests. and contractors of (i) Declarant. (ii) any Owner. or (iii) any tenant. (ee) "Landscaping Plan" shall include a plan for landscaping a Lot prepared by a licensed professional landscape architect approved in writing by the ACC. (ft) Landscaping Work" shall mean the installation of all plantings and improvements contained in a Landscaping Plan. (gg) "Landscape Maintenance" shall include the repair. maintenance and replacement of all Landscaping Work necessary from time to time to maintain Landscaping Work in good condition. including without limitation Landscaping Work on any Right of Way Landscape Areas (hereafter defined). Landscape Maintenance shall include. without limitation. that all lawn areas shall be timely mowed and edged as needed to keep an even. well groomed appearance and shall be watered and fertilized at such times and in such quantities as required to keep the grass alive and attractive. and shall be kept free of weeds. (lull) "Laws" shall mean any and all: (i) Constitutions. statutes. ordinances. rules. regulations. orders. rulings or decrees of the United States or of the state. county or any municipality 4 166671M:3 Ordinance No. 480 -657 Page 48 in which the Property is located. or any authority. agency. division, district. court or other authority thereof. (ii) Agreelments with or covenants or conunitiments to any government agency or other authority which are bindin upon any Property (including. without limitation, any requirements or conditions for the use or enjoyment of any license. permit, approval. authorization or consent legally required for the operation of such Proper). and (iii) Recorded covenants. conditions and restrictions affecting any Property. (ii) "Lot '' shall mean each platted of record parcel of land located within the Properties: provided, however. if such parcel of land is thereafter divided into separate platted parcels in any manner. the term "Lot" shall mean and refer to each such separate parcel of land. The term. - Lot - shall include any platted of record parcel of land with Improvements otherwise constituting a Lot. but shall not include any of the Common Area subdivided as a separate parcel and which does not include any other property m any of the Properties not yet platted of record. (jj) "Maximum Director Number "' shall mean five. (kk) '=Member" shall mean. as at any given time. all those Persons who hold membership interests in the Association. as such interests are set forth in Section 1 of Article III. (11) "Officers" shall clean the President. any Vice President. the Secretary. any Assistant Secretary. the Treasurer. any Assistant Treasurer and any other officer of the Association. (nun) : shall mean the record owner of fee simple title to any Lot. Every record owner shall be treated for all purposes as a single Owner for each Lot owned, irrespective of whether such ownership is joint. in common. or tenancy by the entirety. Wlie1'e such ownership is joint. in common. or tenancy by the entirety. any vote to which such record owners are entitled shall be in accordance with Article M. Section 4 thereof. (nn) `'Person" shall mean any individual. sole proprietorship. partnership. joint venture. trust. unincoiporated organization, association. coiporation. institution. other entity or governmental board. body. agency or official. (oo) ''Prime Rate" shall mean the annual base interest rate from time to time announced (regardless of whether or ilot actually charged) by Citibank. Any change in the Prime Rate resulting from a change in the base interest rate announced by Citibank shall be effective as of the effective elate of such change by Citibank. The base interest rate from time to time announced by Citibank may not be the lowest rate charged by Citibank to its customers. i 15667137: Ordinance No. 480 -657 Page 49 (pp) "Properties" shall mean the real property which is or becomes subject to this Declaration. including all of the property described in Exhibit A hereto. and "Property" shall mean any of the Properties. (qq) '`Prorate Share" shall mean. with respect to any Lot, a fraction. the numerator of which shall be the inuuber of Square Feet in such Lot, and the denominator of which shall be the number of Square Feet in all of the Lots at the tune in question. (rr) "Recording Office" shall mean the Office of the County Clerk of Tarrant County. Texas. (ss) "Right of War Landscape Areas " shall have the meaning specified in Section 2 of Article VIII. (tt) "Rules and Regulations" shall mean the rules and regulations established by the Board of Directors in accordance with the Bylaws as supplemented. amended or modified from time to time. (uu) "Signage Areas " shall mean the areas established pursuant to Section 6 of Article V for the installation and maintenance of common signage. (vv) "Square Feet" shall mean the gloss square feet of a Lot. exclusive of any Common Area contained therein. (wn.,v) "Supplemental Declaration" shall mean any permitted supplement. amendment or modification of this Declaration. ARTICLE H. PROPERTY SUBJECT TO THIS DECLARATION Section 1. Properties. The real property that initially shall be subject to this Declaration consists of that certain real property situated in Tarrant County. Texas. more particularly described on Exhibit A attached hereto and made a part hereof. Section 2. Additions to the Properties: Certain Annenchnents. With the uInanimous approval of Members and the concurrence and joinder of the owner of such additional property. the Association shall have the right at any time and from time to time to subject to this Declaration any additional property. Any such addition authorized under this Section 2 shall be effected by recording in the Recording Office of Supplemental Declaration(s) with respect to the property to be added. executed by the Association and the owner of such property. extending the covenants. restrictions. easements, benefits. charges and liens of this Declaration to such additional property. 6 150 7.-.S Ordinance No. 480 -657 Page 50 ARTICLE III. MEMBERSHIP AND VOTLNG RIGHTS IN THE ASSOCLATION: BOARD OF DIRECTORS Section 1. Classes of Membership. The Association shall have three (3) classes of membership interests: (i) Class A Members: Each Lot Owner (including. but not limited to. the Hotel Owner) shall become a Member (and a Class A Member) upon acquiring fee simple title to a Lot and shall remain a Member (and a Class A Member) so lona (but only so long) as it continues to hold fee simple title to a Lot. (ii) Class B Member: The Declarant shall be the Class B Member until (but only until) the Declarant Termination Time, at which date there shall no longer be a Class B Member. Nothing herein shall prevent Declarant from also being a Class A Member. in its capacity as the Owner of any Lot(s). (iii) Class C Member: The Hotel Owner shall be the Class C Member so long as and only so long as) the Hotel Lot is being developed or used primarily for a hotel. Section 2. Voting Rights. Each Member shall have one (1) vote for each Square Foot in the Lot(s) owned by that Member. No vote shall be assigned to any fraction of a Square Foot. No Member may split or divide its votes on any motion, resolution. ballot or other question. Declarant shall not. in its capacity as a Class B Member. have any votes. but shall have the rights and powers of Declarant as set forth in this Declaration or the Bylaws until (but only until) the Declarant Termination Time. The Class C Member shall have the right to vote with the Class A Members on any matter requiring a majority or greater vote of the Class A Members. Section 3. Board of Directors. The number of Directors shall be no less than three and no more than the Ma innuu Director Number. Declarant shall be entitled to designate two Directors until the Declarant Termination Time. The Class C Member shall have the right to designate one Director. as well as the right (in its capacity as a Class A Member) to vote in electing those Directors selected pursuant to the following sentence. Except as provided above in this Section 3. the Directors shall be elected by a mnajority vote the Class A Members. provided that cumulative voting for each Directors shall not be permitted. Section 4. Multiple Ownership. Where more than one Person shall be at any time the Owner of a Lot. the votes attributed to such Lot shall be exercised as such Owners mutually determine and must be cast as a block. In the event that such Owners are unable to agree among themselves as to how their vote or votes shall be cast. they shall lose their right to vote on the matter in question. Section 5. Notice of Change of Ownership. Any Owner who sells a Lot shall promptly notify the Association. providing the name and address of the new Owner. who shall upon acquiring fee simple title to such Lot become the Member with respect thereto. in place of the selling Owner. 1565 Ordinance No. 480 -657 Page 51 ARTICLE IV. PROPERTY RIGHTS IN THE COMMON PROPERTIES Section 1. Members' Easements of Enjoyment. Subject to the provisions of Section 4 of this Article IV. and other limitations set forth herein. every Member shall have a non - exclusive right and easement of enjoyment in and to the Common Areas and the Common Properties and such easements shall be appurtenant to. and shall pass with. the title to every Lot. Section 2. Additional Common Properties. Without the unanimous approval of the Board of Directors. the Association shall not desi hate. acquire or accept additional property as part of the Cornrnon Properties except in connection with the addition to the Development of any additional Property as contemplated by Article II. Section 2 of this Declaration. and then only to the extent that the additional property to be designated. acquired or accepted as part of the Common Properties are similar in nanire to the initial Common Properties. Section 3. Uses of Common Properties and Common Area. Subject to their compliance with the provisions of this Declaration and with the Rules and Regulations and to the rights. if any. of the public in the dedicated rights of way and/or easements. Members and their bona fide tenants and Invitees shall have the right to use the Corlunon Properties. the Common Area and the other lights of way and/or easements provided for in this Declaration or otherwise dedicated to public use in accordance with this Declaration: provided. however, that a tenant must have a written lease with the applicable Member that complies with the provisions of this Declaration and the Rules and Regulations and not otherwise be in violation of this Declaration or the Rules and Regulations. including. without limitation. as to the maintenance of the portion of the Properties covered by the tenant's lease. Section 4. Extent of Members' Rights. The rights and easements of enjoyment created hereby- shall be subject to the following: (a) The right of the Association to suspend the enjoyment rights of any Member in and to the Common Properties. except for legal access. for any period diming which any assessments owed by any such Member remain delinquent for more than thirty (30) days (unless subject to a good faith dispute) or for a material infraction by any such MVlember of this Declaration or the Rules and Regulations for any period during which said infraction remains uncured. (b) The right of the Association to z.ant and reserve easements and rights of way in, through. under, over and across the Common Area. for the installation, maintenance and inspection of lines and appurtenances for public or private water. sewer drainage. telecommunications. electric and other utilities for the Development or portions thereof as provided in Section 2 of Article V. (c) The requirement that each Member shall use its rights and easements of enjoyment in a manner that does not materially interfere with any other Member's right and easement of enjoyment. Section 5. A( ministration. The governance and administration of the Association shall be in accordance with the Bylaws and the Articles of Incorporation: provided. however. that 8 1666 'Ordinance No. 480 -657 Page 52 in the case of any apparent conflict between this Declaration and the Bylaws. this Declaration shall govern. ARTICLE V. DEVELOPMENT OF PROJECT Section 1. Reciprocal Easements. Each Owner and the Association do hereby establish and create for the benefit of the Association and for all Owners, and do hereby give. grant. and convey to each of the aforementioned, the following non - exclusive easements. licenses. rights and privileges within the Property held by such Owner: (a) Right -of -way for ingress and egress by vehicles or on foot. in. through. over. tinder and across the streets. roads. driveways. parking areas and walks (limited to use by non - vehicles where applicable) within the Common Area. as they now exist or may be built or relocated in the fixture. including (but not limited to) access to a public street. Prior to completion of the Infrastructure Work. such right -of -way shall include the right of pedestrian and vehicular access to such Owners Property over temporary driveways and entry ways, including those as such Owner may construct if no others are available to provide such access. (b) Rights to connect with. maintain. and make use of utility lines. wires. pipes, conduits. cable television lines. telephone lines and equipment. sewers and drainage lines which may from time to time constitute Common Properties (the "Utility Facilities "), but only to the extent capacity has been allocated to the Owner in question by the applicable utility. if any. and (except with respect to the Initial Hotel Improvements) by the ACC. In the event any of the Utility Facilities should require modification as a result of any new or additional development. the Owner undertaking such development shall. as a condition to exercising the rights granted under this Section 1(b). pay all costs. charges and fees associated with completing construction of such modification. (c) The right to reasonably utilize the parking lots and parking spaces on each Property that may. in the discretion of the Owner of such Parcel. exist from time to time for transient surface parking of vehicles. but only to the extent that the utilizing ON-ner needs parking in addition to that is or could be available on its own Property the "Shared Parking Easements "). The Shared Parking Easements shall also include vehicular and pedestrian rights of ingress and egress over and within marked driveways and walkways to the extent reasonably incidental to such parking. With respect to the Shared Parking Easements: (i) Each Owner may from time to time reconfigure. restripe. and otherwise modify the parking lots and parking spaces on its own Property as it may in its sole discretion deterinline necessary or desirable. as long as the same comply with all applicable Laws. (ii) Notwithstanding the above. each Owner niay from time to time designate up to 75% of the parking spaces on its Property as its Exclusive Parking 9 1.56671 '..s Ordinance No. 480 -657 Page 53 Area (herein so called). in which case (i) such Exclusive Parkins Area shall not be subject to the Shared Parking Easements and other Owners and Properties shall not have any right to utilize the parking spaces and driveways within such Exclusive Parking Area. (ii) the applicable Owner may designate and enforce such Exclusive Parking Area by such means as it shall determine appropriate in its sole discretion. including fencing. gates. striping, signage. parking attendants. towing and such other similar enforcement mechanisms, subject to the terms of this Declaration. and (iii) the remaining 25% of the parking spaces on its Property shall in all events remain subject to the Shared Parking Easements. Before any such Exclusive Parkin_ Area shall be established, enforceable and recognized hereunder. (A) the Owner in question must first give Declarant at least 30 days advance written notice, and Declarant shall have the right to review and approve the proposed Exclusive Parking Area (such approval not to be unreasonably withheld and to be deemed granted sunless Declarant, within 30 days after receiving such notice. gives the Owner in question written notice of disapproval detailing the reasons therefore); provided. however. that it shall not be unreasonable for an Owner to propose an Exclusive Parking Area consisting of the 75% of parking spaces on its Property closest to the entrances for its primary Improvements located on its Property): and (B) to the extent any applicable governiuental authority requires any changes or modifications to a proposed Exclusive Parking Area or any requirements in connection with the mariner and means of implementing and maintaining the same. then the same shall be implemented and complied with by the applicable Owner of the Property. subject however to such Owner's right to contest any such requirement. Section 2. Reservation of Easements. The Association reserves the right. subject to the approval of the Owner of each affected Property. which approval shall not be unreasonably withheld or delayed. to grant and reserve easements and rights -of -way in. through, under. over and across the Properties for the installation. maintenance and inspection of lines and appurtenances for public or private water. sewer. drainage. cable television. electric and other utilities and for any other materials or services which the Association reasonably deems necessary for the completion of such work. The Association shall restore the Properties affected by any such work described in this Section 2 promptly upon completion of such work. The Association also reserves the right to install. connect with and make use of. and to the extent of their available capacity allow Owners to connect with and make use of. the utility lines. wires. pipes. conduits. cable television. sewers and drainage lines within the Common Area or which may from tale to time be in or along- the streets and roads within the Development. Section 3. Platting. No plat or re -plat of the Development or any portion thereof shall be filed with the City or recorded in the Recording Offices that has not first been approved by Declarant. with Declarants approval shown in writing, signed by Declarant, on the face of the plat. No Lot may be subdivided. nor any Lots combined. and Lot boundary lines may not be moved or eliminated. unless the Association in its discretion approves such action. in writing_ in. advance. If any Lot combination is permitted. the Lots involved shall continue to be treated as separate individual Lots under this Declaration for all other purposes. including voting in the Association and assessing and collecting Assessments. 10 156E7137v.3 Ordinance No. 480 -657 Page 54 Section 4. Cessation of Construction. No excavation of or upon any Lot shall be made except in conjunction with construction of an Improvement. When such Improvement is completed, all exposed openings shall be backfilled. graded and returned to original landscaped condition. Once commenced. construction of an Improvement shall be diligently pursued to completion, except for delays due to adverse weather conditions or other causes beyond the reasonable control of the Owner ("Force Majeure Delays "). and shall conform to construction plans, drawings. and specifications therefor approved in writing by the ACC. Such construction may not be left in a partly finished condition any longer than is reasonable necessary. In the event construction of any Improvement on a Lot is not diligently pursued to completion prior to the enclosure of such Improvement. and such failure to enclose such Improvement is not remedied within ninety (90) days after the Association has given written notice thereof to the Owner of such Lot. the Owner. upon written demand of the Association shall raze and remove the unenclosed Improvement not enclosed. trade the Lot to the reasonable satisfaction of the ACC' and landscape the Lot in compliance with the requirements of this Declaration. In the event the Owner fails to raze the Improvements on such Lot within sixty (60) days of the date of the demand to raze the Improvements from the Board of Directors. the Board of Directors shall Have the right, but not the obligation. to enter the Lot and either raze or complete the Improvement on said Lot. The amount incuurecl by the Board of Directors to raze or complete the Improvement, together with interest thereon at the Prime Rate. shall. upon completion, become an assessment against such Lot subject to the provisions of this Declaration. In the event construction of any Improvement is not diligently pursued to completion after the Improvement is enclosed. the Owner. upon written demand of the Board of Directors. shall landscape the Lot in compliance with the requirements hereof In the event the Owner fails to landscape the Lot within sixty (60) days of the date of the demand of the Board of Directors to landscape the Lot, the Board of Directors shall have the right. but not obligation, to enter said Lot and landscape the Lot in accordance with landscape plans approved pursuant to this Declaration. The amount incurred by the Board of Directors to landscape said Lot shall become an assessment against such Lot subject to the provisions of this Declaration. Section 5. Monument Sign Easements. The Association shall designate Signage Areas in which it will install and maintain monument signs for the benefit of the Lots. (Currently it is anticipated there will be two such monument signs.) The Board of Directors shall determine (a) the plans. specifications. and final location of such signs. (b) the location. size, and ranking of sign panels thereon (and the location upon which each Owner will place its signage thereon. (c) whether an Owner will be permitted to put signage on one or both signs). and (d) other rules and regulations to be applicable to such signs: provided. however. that in any event (i) the Hotel Owner shall have the right to a panel on each of the two sins and (ii) each sign panel for the Hotel Lot shall be no smaller than the largest other sign panel on the monument sign in question. Notwithstanding the foregoing: or any - thing to the contrary contained herein. at least one nmonuinelnt sign shall be located at the main vehicular envy way into the Development from the Highway 114 frontage road (the "Entry Monument Sidi') and the final location of the Entry Monument Sign shall be subject to the Hotel Owners reasonable approval. The Entry Monument Sim may also identify other businesses and uses within the Properties So long as the design is subject to the Hotel Owner's reasonable approval and the Hotel Owner has the right to determine where the naive of the Hotel is located on the Entry Monument Sign. Each Owner and the Association hereby establish perpetual easements within the Signage ?seas benefitting the Lots. for the use and maintain of sizna =e in accordance with this Section. 11 1e667137v.8 Ordinance No. 480 -657 Page 55 Section 6. Completion of Infrastructure Work. (a) No later than the date (the "Infrastructure Work Commencement Date ") that is thirty (30) days after the Effective Date Declarant shall commence actual construction and installation of the following infrastructure for the Property (the "Infrastructure Work"): (i) the entrances to the Properties from Highway 114 frontage road (the "114 Entry") and North Kimball Avenue, including curbs. sidewalks. parapet walls and decorative elements. in accordance with the plans and specifications attached hereto as Exhibit E -1. (ii) All interior streets and sidewalks. including curbs. in accordance with the plans and specifications attached hereto as Exhibit E -1. (iii) All underground utility trunk lines. cables. pipes and related facilities (electricity. water. sewer. as and telecommunications) to the boundaries of the respective Lots. in accordance with the plans and specifications attached hereto as Exhibit E-2. (iv) All conunon area landscaping and hardscaping. including grading. irrigation systems. paving and lighting. in accordance with the plans and specifications attached hereto as Exhibit E -3 and Exhibit E-4. Subject only to Force Majeure Delay. Declarant shall complete all the Infrastructure Work. in accordance with the applicable plans and specifications. City conditions for approval of the development of the Properties and applicable Laws by no later than the date (the "Infrastructure Work Completion Date ") that is one hundred fifty (150) days after the Effective Date, subject only to "punch list" work not interfering with the contemplated uses of the Infrastructure Work. (b) If Declarant fails to continence actual construction and installation of the Infrastructure Work by the Infrastructure Work Conunenceinent Date or to complete the Infrastructure Work by the Infrastructure Work Completion Date. or if Declarant having commenced the Infrastructure Work permits any material delay in or cessation of such work (other than Force Majeure Delay). Hotel Owner may give Declarant written notice of such failure. If, within ten days after receiving such notice. Declarant does not (as the case may be) continence. restuine and diligently proceed with, or complete the Infrastructure Work. Hotel Owner may then take over the Infrastructure Work (or. in its sole discretion, so much thereof as Hotel Owner deems appropriate for the development. improvement and use of the Hotel Lot). and connunence. resume or complete the same at Declarant's cost. Declarant hereby: (i) rants Hotel Owner such licenses to go over and upon the Properties, and a power of attorney (coupled with Hotel Owner's interest in the Properties) to direct the contractors. engineers and other professionals and consultants engaged by Hotel Owner to perform the Iiufrastnucnure Work. and to enter into new contracts and agreen1ents in Declarants name. as Hotel Owner in 12 1566 Ordinance No. 480 -657 Page 56 good faith determines is necessary or advisable to complete the Infrastruunue Work. (ii) authorizes Hotel Owner to deal with the City. utility companies and other third parties as Hotel Owner in good faith determines is necessary or advisable to complete the infrastructure Work. (iii) agrees to hold harmless. indemnify and defend Hotel Owner. its members. manager, officers. agents and contractors. from any claims. liabilities. actions. judinnents and related expenses incurred as a result of Hotel Owner's exercising its rights under this Section 7(b). except to the extent incurred by reason of the i ndennmfled party's gross negligence or wilful misconduct. (c) Within ten days after written demand therefor. Declarant shall reimburse Hotel Owner for each cost and expense paid by Declarant in the exercise of its rights udder Section 7(c) of this Article V. including without limitation all payments to Declarant's engineers. contractors and consultants. to the City or to any utility company. together with interest thereon at the rate specified in Section 5 of Article 6 and (if not reimbursed when due) a late fee in the amount specified in Section 5 of Article 6. (d) Declarant's obligation to reimburse Hotel Owner under Section 7(c) of this Article V shall be the personal and individual debt of Declarant. Hotel Owner may bring an action at law against Declarant to recover any or all amounts owed it by Declarant under Section 7(c) of this Article V. may file and foreclose (judicially or non- judicially) a lien against any or all of the Properties then owned by Declarant (or its successor). or may do both. In any action. including any arbitration. administrative hearing or court proceeding and appeals thereof, Hotel Owner shall be entitled to recover its costs. expenses and reasonable attorneys' fees. which items shall be secured by liens created or reserved under this Section 7(d). ARTICLE VI. COVENANT FOR MAINTENANCE ASSESSMENTS Section 1. Creation of the Lien and Personal Obligation. Declarant. for each Lot owned by it within the Properties. hereby covenants. and each Owner of any Lot. by acceptance of a Creed therefor. whether or not it shall be expressed in any such deed or other conveyance. shall be deemed to covenant and agree. to pay to the Association such annual and special Association assessments as are fixed by the Board of Directors and assessed to the Member in accordance with this Declaration and the Bylaws. Section 2. Pm of the Assessment. The assessments levied by the Association shall be used exclusively for: (a) The improvement. repair. landscaping and maintenance of Common Properties and C'om.lnon Area. including, without limitation. (i) insurance relating to the Common Properties and Common Area. (ii) the cost of labor. equipment and materials relating to the Common Properties and Common Area. (iii) construction, repair. landscaping and maintenance of the Common Properties and Common Area. and (iv) fees 13 166671377.S Ordinance No. 480 -657 Page 57 for security-. services. management and supervision relating to the Development as a whole (and not to individual Properties) (including without limitation a reasonable and customary periodic management and administrative fee paid to Declarant. until the Declarant Termination Time. not to exceed in any period ten percent (1O %) of the Annual Budget (exclusive of such fees) allocable to such period (provided. however. that in no event shall any assessments be levied to pay the costs of the Infrastructure Work. which shall be solely the responsibility of Declarant): (b) Payment of utility bills attributable to the Common Properties and Common Area: (c) Construction. repair and maintenance of Utility Facilities and other lines and appurtenances for water. sewer. drainage. electric. telephone and other utilities that constitute Common Properties and streets. roads. driveways. parking areas and walks that constitute Common Properties: and (d) Paying the reasonable administrative costs of the Association. Section 3. Assessments. (a) The Board of Directors shall. from time to time. but no less frequently than annually. approve by majority vote a budget for the operation of the Association and the maintenance (including routine repairs and replacements of Improvements and equipment) of the Common Properties and Common Area (including the establishment of reserves for the future payment of expenses and costs with respect thereto) and any modifications to such budget (the - Annual Budget'): provided. however. prior to the Declarant Termination Time each Annual Budget (and each modification thereto) shall also require the approval of the Hotel Owner. which approval shall not be unreasonably withheld. The Association shall from time to time (but no more frequently than monthly') regularly assess each Member its Prorata Share of the amounts then required by the Association to pay costs and expenses approved in the Annual Budget. (b) The Association may also. by majority vote of the Board of Directors from time to time impose a separate. special assessment to cover extraordinary costs, expenses or obligations of the Association. including (i) nonrecurring, expenses relating to the proper operation. management and the administration of the Association. (ii) nonrecurring expenses relating to the proper construction. repair, maintenance. care. alteration. improvement. or reconstruction of specific Lots (including the Improvements thereon) in the manner specified in this Declaration. (iii) unusual or non - recurring expenses of any other kind. related to the Association or the performance or satisfaction of any obligations of the Association under this Declaration and (iv) the establishment of reserves for the future payment of any such expenses and costs. to the extent the reserves under the Annual Budget( s) are insufficient to pay such expenses and costs: provided, however. any such special assessment shall also require the approval of the Hotel Owner: and each Member shall also be responsible for its Prorata Share of any such special assessment. unless the Board of Directors by majority vote (and with the consent of any 14 1366'• 13': S Ordinance No. 480457 Page 58 Member which would then bear a disproportionate ainotmt of such assessment and the approval of the Hotel Owner) determines to authorize a non - prorata basis. (c) Notwithstanding any other provision of this Declaration. however. prior to the Declarant Termination Time Declarant inay. in its discretion. assess against Property not yet platted of record any amounts that would otherwise be included in a regular or special assessment of the Members. Section 4. Due Dates: List of Assessments. All assessments shall be payable in cash. by cashier's check. or other irnauediately available funds. All assessments shall be payable quarterly, in advance. or on such other basis as is ordered by the Board of Directors. The Board of Directors shall fix the date of each assessment. The Board of Directors shall also cause the Association to maintain a roster of the Lots, and assessments applicable thereto. which shall be kept in the office of the Association and be open to inspection by any Member. Section 5. Effect of Nonpayment of Assessment. (a) If any assessment is not paid when due. then such assessment shall become delinquent and (together with interest at the rate of five percent (5 %) per annum in excess of the Prime Rate. or such lesser rate to which interest may be limited by law). any late charge imposed pursuant to subsection (b) of this Section 5 and all costs incurred by the Association. including reasonable attorneys' fees relating to collection of delinquent accounts) shall be secured by a continuing lien on the Member's Lot. against which such charges are made and shall also be the personal obligation of the Owner of such Lot at the time when such charges are made. Such lien shall be prior to all other liens except (i) tax liens. and (ii) the liens of a first mortgage or deed of bust. Such assessment lien is hereby subordinated to the liens of a first mortgage or deed of trust. Such lien and encumbrance in favor of the Association may be enforced by any means available at law or in equity. including. without limitation, a non - judicial foreclosure sale of the Lot of a defaulting Owner conducted in accordance with the provisions of Chapter 51 of the Texas Property Code. with the Declarant having the power to appoint a trustee to conduct such a sale. The Declarant. the Association. or any Owner may be the purchaser at such foreclosure sale. (b) Where assessments from a Member are not received within thirty (30) days following the due date. the Association. to the extent permitted by law. shall be entitled to charge a late fee of five percent (5 %''o) of the delinquent amount or S25. whichever is greater. for each such late payment. (c) The assessments provided for herein shall be the personal and individual debt of the Owner of the Lot covered by such assessment. The Association may bring an action at law against the Member or former Member personally obligated to pay an assessment. may file and foreclose `judicially or non- judicially) a lien against the Lot covered by such assessment. or may do both. In any action. including any arbitration. administrative hearing or court proceeding and appeals thereof. the Association shall be entitled to recover its costs. expenses and reasonable attorneys' fees. which items shall be secured by the liens created or reserved under this Article VI. 15 1566 Ordinance No. 480 -657 Page 59 (d) In the event the holder of a mortgage or deed of trust securing a first lien shall acquire title to any Lot by foreclosure or deed -in -lieu of foreclosure of such mortgage or deed of trust. the unpaid assessments against the Lot. which accrued prior to the acquisition of title by such mortgagee or lienholder. shall cease to be a lien but shall remain the personal obligation of the Owner of the Lot against which they were assessed: provided. that assessments made after the acquisition of title by the mortgagee or lienholder shall. if delinquent, be secured by a lien created pursuant to Section 5 of this Article VI. Section 6. Statement of Unpaid Assessments. Upon the written request of a Member or its mortgagee. the Association shall firuish a written statement of the unpaid charges then due from such Member as shown on the Books of the Association. A reasonable. uniform charge may be made by the Association for the issuance of such a statement. which charge the Association may require to be paid to the Association prior to the issuance of such statement. Section 7. Liability Limitations. Neither the Members nor their respective partners. members. officers. directors. employees. agents or attorneys. nor the officers. directors. employees. agents or attorneys of the Association. shall be personally liable for the debts contracted for or otherwise incurred by the Association or for the acts or omissions of the Association. Neither the Members nor the Association nor their respective partners. members, officers. directors. employees. agents or attorneys shall be liable for any damages, including. without limitation, incidental, consequential or punitive damages or lost profits, (i) for failure to inspect any Lot. the Improvements thereon or the Common Properties or the Conunon Area or for failure to secure, repair or maintain same. or (ii) occasioned by any act or omission by the Association relating to the repair or maintenance of any Lot, the Improvements thereon or the Common Properties or the Common Area. Section S. Estoppel by the Association, Within thirty (30) clays of a written request by an Owner. but not more frequently than four (4) titres in any calendar year. the Association shall send to such Owner (and/or its mortgagee or potential purchaser) a letter stating (a) the amount of the last amlual assessment levied by the Association against such Owner. (b) the amount of any special assessment levied by the Association against that Owner for the prior two (2) caleIdar years. (c) the extent. if any. that such Owner is delinquent in payment of assessments against its Lot(s). and (d) whether the Association knows that Owner is in violation of the provisions of this Declaration. including, but not limited to. this Declaration's requirements for submission of applications and plans and specifications to the ACC for approval by the ACC' pursuant to this Declaration. A rreasonable. unifonll charge may be made by the Association for the issuance of such letters. which charge shall be paid to the Association prior to the Association issuing such letter. Section 9. Report of Delinquent assessments. the Association shall, at the written request of the mortgagee of a Lot. report any delinquent assessments due from the Owner of such Lot. Section 10. Exempt Property. All Common Areas and all property dedicated to and accepted by the City or another governmental authority shall be exempt from the assessments created herein. 16 16e671377.3 Ordinance No. 480 -657 Page 60 ARTICLE «. ARCHITECTURAL CONTROL Section 1. Architectural Control Committee. The ACC shall be a permanent committee of the Association consisting of not less than three (3) members (and not more than five (5) members) appointed or replaced by the Board of Directors from time to time as the Board of Directors deem necessary: provided that at all times at least one (I) member of the ACC shall be the desigiee of the Hotel Owner and at all times prior to the Declarant Termination Time at least two (2) members of the ACC shall be the designees of Declarant. Initially. the ACC shall have three (3) members. and the Board of Directors may increase the number of ACC members to not more than five ( 5) members by majority vote of the Board of Directors. The ACC shall meet at such times as its business may require. A quorum shall consist of a majority of the members of the ACC. All matters within the authority of the ACC shall be decided by a majority of the members of the ACC in attendance at the applicable meeting. unless otherwise provided herein. At any time. the Declarant may delegate and assign to the Board of Directors all or any part of the Declarant's power and right to designate two members of the ACC. In the event of the death. incapacity or resignation of a member of the ACC. the successor for such member shall be appointed by the Person (i.e.. the Declarant. the Hotel Owner or the Board of Directors. as applicable). who appointed the former member. Section 2. Architectural Control. (a) Except as otherwise expressly provided in this Declaration. no Improvement shall be constructed or installed on any Lot and no addition. change or alteration shall be made of any Lot. or the exterior of any Improvement thereon, without the prior written approval by the ACC (which approval. unless such Improvement is would violate the Architectural Guidelines. shall not be unreasonably withheld). (b) The ACC shall a nanunously adopt uniform criteria for the design. materials. finishes and external appearance of Improvements. with the objective of ensuring a harmonious appearance within the Development (giving due weight to maintaining such harmony with the Initial Hotel Improvements). If the AC'C is unable to agree unanimously on such criteria. the Board of Directors shall adopt the same. (c) Prior to connnencing on any Property an Improvement that is subject to AC'C approval under subsection (a) of this Section 2. the Owner such Property shall submit an application to the ACC for approval of such Improvement. which shall include all the following (except where inapplicable or waived by the ACC in writing): (i) Two (2) complete sets of plans and specifications for the Imlprovenient. (ii) A statement regarding the proposed use of the Improvement. (iii) A grading plan showing existing contour Fades (in one -foot contour intervals). finished spot grades. building finished floor elevation. and showing the location of all improvements, str uctbues. walks, curbs, patios, driveways. fences and wails. Existing and finished Fades shall be shown at lot 1? 156E+1S':.S Ordinance No. 480 -657 Page 61 corners and at corners of proposed improvements. Lot drainage provisions. including any store sewer locations. shall be indicated as well as cut and fill details if any changes occur in the finished lot contour at any exterior boundary of the plat. (iv) A site plan showing the location of all exterior elements of the Improvements. including (as applicable) all structures. walks. curbs. patios. driveways, fences, walls, signs, lighting (including fixture types). parkins areas (with number and size of parking spaces), trash receptacles. fire lanes. site ingress and egress. exterior doors. exterior glass or windows and any other opening in the Improvement. (v) A soil report. (vi) A structural design. vii) A roof drainage plan. (viii) All exterior elevations. (ix) All exterior materials, textures and shapes. (x) Sizes. shapes, locations and color and materials for paint and other finishes for the exterior elements of the Improvement. (xi) A landscaping plan. including walkways. fences. walls. elevation changes. water features: vegetation and ground cover. Plans shall include plant material list. spacing and sizes. (xii) An irrigation plan showing area coverages and manufacturer's name and equipment type. (xiii) Utility connections. utility easements. location or any above Found equipment and proposed screening. Utilities are defined as telephone. gas electrical. sanitary sewer. water. storm sever. (xiv) Exterior illumination. including location and fixture type. (xv) Signs (including any building marketing and tenant identification signs. sizes, shapes. locations and materials). (xvi) A detailed list of all requested waivers or variances. (xvii) Such other information as may be requested by the ACC. The Committee may at its sole discretion permit plans and specifications to be submitted in scheduled phases and may. but shall not be required to. give conditional or partial approvals to plans or specifications: provided. however. no permitted delay in the 18 15667137v.S Ordinance No. 480 -657 Page 62 submission of plans or specifications and no conditioInal or partial approval shall in any way obligate the ACC to any subsequent or additional approval. waiver or variance. The ACC shall take action not later than thirty (30) days from when it has received all required information. (d) In making its decision. the ACC shall. in addition to applying the Architectural Guidelines as required herein. consider. among other things. (i) the general adequacy of site dimensions. (ii) conformity and harmony of the exterior desini and of location with structures with neighboring strictures and sites as well as within the Development and (iii) conformity to both the specific and general intent of the covenants and restrictions set forth herein. Without limitation. the ACC will be deemed to be acting reasonably for ptuposes of this Declaration if it withholds its approval of an Improvement for any of the following reasons: i. Such Improvement would violate the Architectural Guidelines: ii. The external design, elevation. appearance. location or color scheme for the proposed Improvements are not consistent in architectural style. materials and other aesthetic character with other Improvements in the area of the proposed Improvements: iii. The plans and specifications submitted for such Improvement are incomplete: or iv. The design, appearance or location of any Landscaping Plan is not appropriate or the resulting landscaping would require extraordinary maintenance or care. (e) If the application or plans and specifications are incomplete or otherwise inadequate. the ACC may reject them as being inadequate or may approve or disapprove a part conditionally or unconditionally. and reject the balance. If the ACC rejects or disapproves an application andior plans and specifications in whole or in part. it shall provide the applicant the reason with reasonable specificity for such rejection or disapproval. In case of a dispute about whether the ACC responded within thirty (30) days after receiving an application, the person submitting the application and/or plans and specifications shall have the burden of proving that such application was complete and when the last required item was submitted. (f) Without limitation of any other rights of the ACC. the ACC may in its sole discretion allow variances from the Architectural Guidelines in order to overcome practical difficulties and prevent tuunecessary hardships in their application. but without good cause. the ACC shall not as to any Improvement requiring its approval waive any material requirement in the Architectural Guidelines and. in any event. the ACC shall not approve any proposed Improvement that would violate applicable Law or. without the consent of all the members. would violate any provision of this Declaration. In detennininc whether to giant any variance. the ACC shall also consider whether such variance will (or will not) be materially detrimental or injurious to other Lots or 19 1566'13'v:3 S Ordinance No. 480 -657 Page 63 Improvements or materially inconsistent with the intent and purposes of this Declaration. If the ACC' grants or denies a variance in any situation. the ACC shall nonetheless retain. and does not waive. the right to make a different decision in any other situation. regardless of the degree to which one situation may be similar (or even identical) to the other. (g) Within ten (10) days from any approval or disapproval by the ACC, any interested party. or any member of the ACC. may appeal the decision by filing a written notice with the Board of Directors. The Board of Directors shall consider such appeal at its next meeting and the decision of the Board of Directors shall be final. Section 3. Exteriors. Except for the Initial Hotel Improvements. all colors of materials on the building exteriors must be approved by the ACC. All exterior wall surfaces of any building shall be masonry. brick. painted tilt -wall or concrete aggregate construction. its equivalent or better. and no exterior wall surface of any building shall be covered with sheet or corrugated aluminum. asbestos. iron. wood or steel. provided, however. that such items may be utilized as an accent treatment (1) in the Initial Hotel Improvements or (2) if approved by the ACC. All fans. vents. cooling towers. skylights, and any equipment located on the roof of any Improvements shall be effectively screened from public view or painted to match the exterior facade (if approved by the ACC'). All containers and other facilities for trash disposal must be located and screened in a manner approved by the ACC. Section 4. Sins. (a) All signs shall be of a size and nanre to preserve the quality and atmosphere of the Properties and. unless otherwise approved in writing by the ACC. signs may not (i) be installed to project above the roof line of a building or be located in front of a building setback line: (ii) be of unusual size or shape when compared to the Improvements situated on the Lot on which such sign is located: (iii) be located in or painted on any window: and (iv) contain or utilize any flashing. blinking. intermittent or moving light or source of illumination: provided. however. that any such sigh or signs may be illuminated internally or with floodlights if (1) part the Initial Hotel Improvements or (2) prior written approval for such illumination is obtained from the ACC. Except for the Initial Hotel Improvements. all sins. either temporary or permanent. whether free standing or affixed to any structure, must be approved in writing by the ACC prior to installation. (b) The ACC may approve a building standard sign program in writing. If the ACC approves a building standard sign program in writing. signs installed in strict conformance with the requirements of such approved pro will not be required to have separate approval. (c) Temporary signs shall be permitted during construction or when a Lot is offered for sale or lease provided that the written approval of the ACC first is obtained. Such a temporary sign on the Hotel Lot during the construction of the Initial Hotel Improvements shall not require ACC approval. 20 166671S'r.S Ordinance No. 480 -657 Page 64 Section 5. Liability of ACC. Neither the Association. the Board of Directors. the Officers or any Member, nor any of their respective partners, members. officers. directors, employees, agents or attorneys. nor any member of the ACC' shall be liable in damages (including, without limitation, incidental, consequential or punitive damages or lost profits) to any Owner or any other person by reason of negligence, mistake in judgment, failure to point out or correct deficiencies in any application, plans or other materials, or any other misfeasance, malfeasance or non- feasance in connection with the approval or disapproval of any Improvement. No approval by the ACC of any Improvement shall be construed as a determination by the ACC or the Association that such Improvement complies with applicable Laws or as a representation or warranty, expressed or implied, of any kind to any party and no party may act in reliance thereon. with respect to the suitability structural integrity or any other aspect of such Improvement. Anyone submitting applications or plans or any other platter for approval by the ACC. by submitting of same. and any Owner of any part of the Properties. by acquiring title to same. waives any right to seek damages (including. without limitation. incidental, consequential or punitive damages) from the Association. the Board of Directors. any Officer. any Member. the ACC or any of the other parties described above in this Section 3. arising out of the ACC's or the Board of Directors' approval or disapproval of any application and/or plans and agrees that the only remedy for any alleged misfeasance. malfeasance or nonfeasance on the part of the ACC or the Association shall be to seek injunctive or other equitable relief. Further. anyone submitting applications or plans or any other matter for approval by the ACC (and any party on whose behalf said applications and/or plans are submitted. including. without limitation. the Owner of the Lot for which said applications and/or plans are submitted). by submitting the same. agrees to indemnify. defend and hold harmless the Association. the Board of Directors. the Officers. the Members. the ACC and all other parties described above in this Section 3 from and against any cost. claim. damage. penalty, fine. expense or liability whatsoever. including attorneys' fees and court costs at all judicial levels, arising out of or in connection with any approval of such applications or plans or other matter. Section 6. Exempt Improvements. Notwithstanding any other provision of this Declaration. the following Improvements shall not require approval by the ACC or otherwise by the Association: (a) The Initial Hotel Improvements (including any repair or replacement of such Improvements that are damaged or destroyed. to the extent such repair or replacement is to return the Initial Hotel Improvements substantially to the same condition and appearance as before such damage or destruction). (b) The repair or replacement of any other Improvements originally constricted in accordance with this Declaration that are damaged or destroyed. to the extent such repair or replacement is to return such Improvements substantially to the sane condition and appearance as before such damage or destruction. c) The alteration of any Improvement originally constructed in accordance with this Declaration (including the Initial Hotel Improvements) mandated by applicable Law. except as to the aspects of the design. appearance. location and specifications for such Improvement that are not so mandated. 2 1 1566 Ordinance No. 480 -657 Page 65 (d) Any alteration or addition to an Improvement originally constructed in accordance with this Declaration (including- the Initial Hotel Improvements) that is entirely within the interior of such Improvement or is otherwise not visible from any part of the Development (including from within buildings on other Lots), or from adjoining public streets and sidewalks. ARTICLE VIII. MAINTENANCE Section 1. Maintenance of Common Properties and Common Area. The Association shall landscape, operate. manage. insure. repair and replace all of the Common Properties and Common Area so as to maintain them in a clean. neat, attractive and generally first rate condition that is at least as good as that maintained by other. reasonably comparable mixed use officeihotel projects in the vicinity of the Development. subject to any limitations imposed by the Annual Budget then in effect. No Owner(s) shall maintain. landscape, operate. repair or replace all or any portion of the Common Properties or the Connmon Area without the prior approval of the Board of Directors. Section 2. Maintenance of Landscaping. (a) It is contemplated that. as part of the ACC's approval of the initial major Improvements on a Lot. the Owner of such Lot shall install approved landscaping within rights of way of streets or roadways contiguous with a Lot or within a strip area in such Lot adjacent to such rights of way (collectively. the "Right of Way Landscape Areas "). After completion of the initial Landscaping Work in any Right of Way Landscape Area by the Owner of the Lot in question. the Association shall assume responsibility for Landscape Maintenance within such Right of Way Landscape Areas. unless the Association determines, with the consent of such Owner. that such Landscape Maintenance shall be perfonned in whole or in part. by such Owner. Any costs incurred by the Association or an Owner for such Landscape Maintenance within a Right of Way Landscape Area after completion of the initial Landscaping Work shall be an expense of the Association (unless. where an Owner is performing such Landscape Maintenance. the Association and such Owner a that some or all of such expense shall be borne and paid solely by such Owner). (b) Except as otherwise provided in subsection (a) of this Section 2. each Owner shall be responsible for the performance of Landscape Maintenance on such Owner's Lot(s). All trees. shrubs. plants and ground covers shall be timely and properly trimmed (including the removal of deadwood therefrom) according to their plant culture and the landscape design and shall be watered and fertilized at such times and in such quantities as required to keep them alive and attractive. Any dead tree. shrub. plant or ground cover shall be removed and replaced initnediately. All bed areas shall be kept free of weeds and cultivated periodically as needed. Section 3. Disrepair of Lots. _ 15667.137:-.5 Ordinance No. 480 -657 Page 66 (a) Each Owner shall maintain its Lot and Improvements in good, neat and clean repair and overall appearance. For the purposes of this Section. the maintenance of a Lot and its Improvements shall require maintenance of such Lot. its landscaping and the exterior facade of the building or other structure thereon (including painting or re-staining) in a manner consistent with the standard of maintenance g enerally adopted in the Development at large. Subject to obtaining any requisite ACC approval nothing in this Declaration shall prevent any Owner from expending its own money to maintain. la nclscape. operate. manage. insure. repair or replace any of its Lot(s) and/or its Improvements in accordance with this Declaration. (b) In the event the Owner of any Lot in the Development shall fail to maintain its Lot and Improvements as required by this Declaration and the Rules and Regulations. the Association shall have the right. but not the obligation. through its agents. contractors and employees. and after ten days advance written notice to such Owner and opportunity for such Owner to roue such necessary repairs or maintenance. to enter upon said Lot to maintain and restore the Lot and the Improvements erected on such Lot. (c) The cost of any maintenance performed by the Association pursuant to this Section 2 shall be reimbursed by the applicable Owner. together with interest and any administrative charge imposed pursuant to the following sentence. and until reimbursed all such amounts shall be secured by a lien against such Owner's Lot on the same terms as the liens created or reserved in Article VI of this Declaration. The Association inay impose and collect an administrative charge not to exceed twenty -five percent (25 %) of the cost of maintenance performed by the Association. Section 4. Access at Reasonable Hours. For the purpose solely of performing the maintenance required or authorized by this Article VIII. the Association. through its duly authorized agents. contractors and employees. shall have the right. on reasonable notice. to enter upon any Lot during reasonable business hours. Notwithstanding the foregoing. in an emergency situation. no notice need be given and entry may be made at any time. Neither the Association nor its agents. contractors or employees shall be deemed guilty of a trespass in properly performing. the activities authorized in this Article VIII. ARTICLE Lt. INSURANCE Section 1. Maintenance of Insurance. The Association shall obtain and maintain the following types of insurance: (a) Comprehensive g eneral liability and public liability insurance covering the Common Properties and Common Area and activities of the Association. in amounts and with endorsements reasonable and customary for connmon interest development associations of comparable projects m the vicinity of the Development, insuring the Association. each 'Member. each Director. each Officer. each ACC member. and their respective partner's. members. officers. directors. employees. agents and attorneys. 1560 1s *:.S Ordinance No. 480 -657 Page 67 (b) Casualty insurance insuring. the Common Properties for their full replacement values. (c) If the Association has any employees. workmen's compensation insurance that satisfies the requirements of applicable Law and employers liability insurance in an amount equal to at least $1.000.000 per occurrence. (d) Directors' and officers' liability insurance. fidelity insurance and other insurance to protect the Association. the Members. the ACC members. the Board of Directors. the Officers, and property of the Association. in scope and amounts reasonable and customary for conunon interest development associations of comparable projects in the vicinity of the Development. Section 2. Additional Insurance. The Association may require each Owner to obtain and maintain liability insurance. naming the Association. the Directors and the Officers as additional insureds. for such Owner's Lot(s) and Improvements in such amounts and in such types as the Association may reasonably determine is necessary and advisable in light of risks of liability- to the Association associated with such Lot(s) or activities being conducted thereon, and to provide the Association with suitable evidence thereof. An Owner may satisfy any such requirement by having. the Association. the Directors and the Officers named as additional insureds on liability- policies (including "master" or - blanket" policies otherwise carried by such Owner with respect to its Lot(s) and Improvements. ARTICLE X. USE OF PROPERTY Section 1. Use. Uses of the Properties shall be limited to upscale residential. multi- family residential. general and medical office. retail (including restaurants and wellness) and a hotel. and uses reasonably incidental and appropriate to such specified uses. and such uses shall be subject to the Rules and Regulations and to the restrictions and requirements of this Declaration. Without limiting the generality of the foregoing: (a) No individual Lot water supply system shall be permitted in the Development, (b) No individual Lot sewage disposal shall be permitted in the Development. (c) Without the prior written approval of the ACC. and except for the Initial Hotel Improvements. no building or appurtenance. including. but not limited to. water towers. standpipes. penthouses. elevators or elevator equipment. stairways. ventilation fans. or similar equipment required to operate and maintain any building. fire or parapet walls. skylights. tanks. cooling or other towers. wireless radio or television masts or antennas. shall exceed a height equal to two tunes the distance fiom the front building. line of the street right-of-way. The maximum building height in this calculation shall be measured as if the first floor slab elevation were the same as the top of the curb elevation at the midpoint of the lot along the front yard of the Lot. 24 1566 713 r.S Ordinance No. 480 -657 Page 68 (d) Except for special street lighting and other aerial facilities which may be required pursuant to applicable Laws, no aerial utility facilities of any type (except meters. risers. service pedestals. transformers and other surface installations necessary to maintain or operate appropriate underround facilities) shall be erected or installed on the Properties and all utility service facilities (including, but not limited to. water. sewer, gas. electricity and telephone) shall be buried u nderg ou nd furless otherwise required pursuant to applicable Laws by any governmental authority or the applicable utility company. To the extent reasonably practicable. all utility meters, equipment. air conditioning compressors. air conditioning and heating units and similar items must be visually screened and located in areas not visible from other portions of the Properties or Improvements. (e) Except for the Initial Hotel Improvements. no more than percent of the area contained within any Lot may be covered by buildings without the prior written approval of the ACC. (f) Subject to Section 5 of Article V. each Lot shall provide at least the number of parking spaces required for the Improvements on and use of such Lot by any governmental authority pursuant to applicable Law. but unless the ACC approves a lesser amount of parking. the parking spaces provided within each Lot shall not be less than the following: (i) one space for each square feet of gross floor area contained with Improvements utilized for hotel uses: (ii) one space for each square feet of gross floor area contained within Improvements utilized for restaurant uses: (iii) one space for each square feet of gross floor area contained within Improvements utilized for office use: (iv) one space for each square feet of Foss floor area contained within Improvements utilized for retail use and (v) the lumber of spaces per gross floor area established from time to time by the ACC for uses other than those enumerated in clauses (i). (ii). (iii) and (iv). No parking shall be permitted in any street. alley or other parking right -of -way. All parking facilities shall be constructed of concrete and shall include curbs and gutters. Unless prohibited by applicable Law. parking facilities may be situated in the front of Improvemments but not within the required building set back areas adjacent to public rights -of -way. Any parking facility located adjacent to public rights -of -way shall be screened from view from streets by at least a two foot high undulating landscaped earthen bean and screen which shall be included in the Landscaping Plan for the applicable Lot. Parking of fleet vehicles and trailers shall be limited to the portion of each Lot that does not face a roadway or street. and shall be screened if required by the ACC. (g) Except for the Initial Hotel Improvements. area of a Lot not otherwise improved shall be landscaped in accordance with a Landscaping Plan approved by the ACC. Each Landscaping Plan shall include and provide for: (i) drawings and specifications for landscape installation and maintenance with respect to lawns. slutlbs. decorative plantings and trees and the size and location thereof, (ii) an automatic controlled uunderg ou nd sprinkling irrigation system (unless otherwise approved by the ACC, each Lot shall have and contain an automatic under round water sprinkler system for the purpose of providing sufficient water to preserve and maintain the Landscaping in a healthy and attractive condition. all irrigation systems shall be designed to have 25 16667137,-.s Ordinance No. 480 -657 Page 69 overlapping coverage. and all irrigation system controller devices must be equipped wit a rail sensor): (iii) screening of all storage. loading and unloading areas: (iv) landscapin or other appropriate screening dividing incompatible land uses: (v) lighting of sin amenities and exterior areas, including entry fountain. signage walls, landscaping at th individual Lot entries and the building and motor vehicular parking areas and all otilt areas where light is to be used: (vi) landscaping within the Right of Way Landscar Areas required by the ACC or the City: (vii) landscaping of a minimum of 10 percent ( the area in front of all buildings: (viii) landscaping of the entire area (which shall not 1 less than 10 feet in width) between parking areas andior buildings and the back of th street curbline on street frontage. which shall include at least one tree of not less than 3 caliper for each 50 feet along such street frontage with a minitn nl of 10'0 " on center an a maximum of 100'0" on center with the remainder of such area being covered wit suitable lawn gasses. round covers, ornamental plantings or other suitable landscapin treatment : (ix) landscaped earthen berm of at least three feet in height screening a loading and dock areas from view from streets or other rights -of -way: (x) undulatin landscaped earthen berm of at least two feet in height with 3'0" high hedges screenin any parking facility located within applicable building setback areas from view frog streets. provided that 3'0" high hedges may be used alone without such berms if suc berms cannot be completed due to site rading constraints. (xi) the preservation c existing trees to the extent reasonably practicable and (xii) all other matters reasonabl required by the ACC to be included in the Landscaping Plan. Except for the Initial Hatt Improvements. all Landscaping Work shall be completed within 30 days after the date substantial completion of the first building located on a Lot. (h) Unless approved in writing by the ACC, loading docks and or loadin doors and receiving areas shall not face any roads or streets. Where such docks. doors c receiving areas are permitted. they shall be screened from view from streets or othr rights -of -way by a living screen consisting of live plant materials and undulatin landscaped earthen berm at least three feet in height which shall be included in th Landscaping Plan for the applicable Lot. The Initial Hotel Improvements. however. sha not be subject to this subsection (11). (i) Except for the Initial Hotel Improvements. a Lot shall be graded an drained in accordance with a Grading and Drainage Plan approved in writing by the ACS which must provide for positive drainage of the applicable Lot without detriment; effects on adjacent Lots. respecting all drainage area divides and collection systen established by the ACC. without the utilization of any open drainage ditches and with a site grading resulting toward a street or to an on -site closed conduit storm sewer system. j) Except for the Initial Hotel Improvements. and subject to Force Maj eta Delays. initial construction of any Improvements shall be pursued with all due dillgenc and. in any event. all such constriction (including construction of the Initial Hatt Improvements. once commenced) shall be completed within twelve 0.2) months aftt commencement of construction (subject. prior to the Declarant Termination Tillie. 1 extension for not more than an additional twelve (12) months in the reasonable discretio of Declarant). Each Owner must provide trash bins for constrictionn debris and provid for erosion control during constriction. All areas under construction shall be maintain 26 156671371 Ordinance No. 480 -657 Page 70 in a clean, safe condition. and debris. trash. and nibble shall be stored in appropriate containers and removed from the Lot no less frequently than each five (5) days. (k) All driveways seining a Lot: (i) shall have a minimum radius of twenty feet (20') and a maximum width of forty feet (4(Y). (ii) if opening onto a streets with a median. shall be centered on the center of the median opening unless it is offset by one lnuiclred feet (100') or More. ( iii) shall be paved with concrete having strength and durability equal to. or better than. fire inch (5') thick. 3.000 p.s.i. concrete. No Lot shall have more than two curb cuts onto each adjacent street. (iv) Containment structures. such as impervious curbing and retaining walls. must be provided in all areas where Hazardous Substances are used or stored. Such containment structures must be adequate to retain the entire contents of any containers) located therein. No ponds, lagoons. impoundments. reservoirs or earthen works may be installed or constructed on any Lot for storage. containment or disposal of any materials or wastes. Any underground storage tanks used or installed on any Lot must be designed. installed and operated in accordance with applicable Laws. (v) No above - ground storage tanks or mechanical or mainufactming equipment shall be e visible from any street or an adjoining Lot without the prior -written approval of the ACC. (vi) No disposal. treatment. use. handling or storage of Hazardous Substances shall be performed or permitted within the Properties. except storage, use. handling and treatment as part of a use permitted hereunder and in accordance with all applicable Laws and the other terms and conditions of this Declaration). (vii) No oil drilling. oil development operation, oil refining. quarrying or mining operations of any kind. 110 oil wells. tanks. tunnels. mineral excavations or shafts. and no derrick or other stluctu re designed for use in quarrying or boring for oil. natural ras or other minerals. shall be erected. maintained or permitted on any Lot. Section 2. Prohibited Vehicles. No "Prohibited Vehicle" shall be parked or stored (in excess of 24 hours) on any of the Common Area. (a) For purposes of this Section. a 'Prohibited Vehicle shall be: 1566713 Ordinance No. 480 -657 Page 71 (i) a recreational vehicle (RV). including a camper. mobile and motor home. all- terzain vehicle (ATV or ATC) or clime buggy-: (ii) a bus of any type: (iii) a trailer of any type. except semi- trailers: (iv) a boat: or (v) a derelict vehicle. including a vehicle with no current license plate or a vehicle incapable of self - propulsion. Notwithstanding this Section 2. however. any Hotel guest shall be permitted to park Prohibited Vehicles within the parking areas on the Hotel Lot while a guest at the Hotel. (b) No vehicle, whether a Prohibited Vehicle or otherwise. shall be parked on any lawn. landscaped area. non- dedicated private roadway or other portion of the Properties which is not specifically- designed and intended for the parking of vehicles. (c) Except as may be required in order to remove such vehicle. and except for jump starting." replacement of flat or damaged tires or other such "emergency" repairs. no repair of motor vehicles shall be made in any roadway. driveway or parking area. Section 3. Height Restriction on Lot 2. No building erected on Lot 2. as identified on Exhibit D attached hereto and hereby made a part hereto, shall exceed either one story or feet in height (including any roof equipment, structures or parapets). Section 4. Limitation on Lodging Uses. Except within the Hotel Lot. no hotel. motel or other transient lodging uses shall be permitted within the Properties. Section 5. Environmental Indemnification. Each Owner shall indemnify. defend and hold harmless the Association. the Board of Directors. the ACC. the Officers. and all other Owners from any costs. changes. liabilities. losses. expenses. claims or causes of action (including reasonable attorneys' fees) relating to the disposal. treatment, use. handling or storage of Hazardous Substances on such Owner's Lot(s). ARTICLE 1Z. GENERAL PROVISIONS Section 1. Beneficiaries of Easements. Rights and Privileges. The easements. licenses. rights and privileges established. created and gamed by this Declaration shall be for the benefit of, and restricted solely to. the Association and the Owners of Lots. Any Owner may also grant the benefit of any such easement. license. right or privilege to its tenants and Invitees for the duration of their tenancies or visits. subject in the case of the Common Properties and Common Area to the Rules and Regulations. This provision is not intended. nor shall it be construed as. creating any rights in or for the benefit of the general public. 2c 1666' I3 7v.S Ordinance No. 480 -657 Page 72 Section 2. Duration and Amendment. (a) The covenants and restrictions of this Declaration shall run with and bind the Properties and shall inure to the benefit of and be enforceable by the Declarant, the Association. any Member or any Owner. and their respective legal representatives, heirs. successors and assigns. until December 31. 2099. after which time said covenants and restrictions shall be automatically extended for successive periods of ten (10) years each unless an instrnillent signed by Members holding not less than fifty -one percent (51 %) of the votes of the Association is filed of record and recorded m the Recording Office changing or terminating said covenants and restrictions in whole or in part at least one year before the then scheduled terl,ination date. (b) Notwithstanding the foregoing, the easements. licenses, rights and privileges established and created with respect to the Properties by Articles IV and V shall be perpetual. shall run with the Properties and shall survive any destruction. reconstruction and relocation of the physical structures. unless (i) said provisions are abrogated by the unanimous written consent of all the Owners. or (ii) any of said easements, licenses. rights or privileges are abandoned for a continuous period of twentfour (24) months. in which event the easement. license, right or privilege in question shall automatically terminate. (c) Except as specifically prohibited herein, this Declaration may be amended only by an instrument signed by all Owners or by an instrument signed by the President of the Association with authorization given by the Board of Directors by a unanimous vote. Any amendment must be filed of record and recorded in the Recording Office to be effective. Notwithstanding any of the foregoing, no provision of this Declaration may be amended if such provision is. at the time of the proposed amendment. required to be included in this Declaration by any applicable Law. (d) All of the rights. powers and reservations of Declarant herein contained shall terminate upon the Declarant Termination Time. (e) Before the Declarant Termination Time. any and all of the rights. powers and reservations of Declarant herein contained may be assi red by Declarant to an Owner that acquires more than thirty-five percent of the Properties and will assume any or all of the duties of Declarant hereunder concurrently with such acquisition. To be effective. such assignment must be in writing and specifically refer to the rights. powers and reservations of the Declarant hereunder which are being assigned. Upon acceptance of such asst nnient by any such person or entity. said assignee shall. to the extent of such assi^-innent. assume Declarant's duties hereunder and shall have the same rights and powers and be subject to the same obligations and duties as are given to and assumed by Declarant herein. Upon such assignment. and to the extent thereof. Declarant shall be relieved from all liabilities. obligations and duties hereunder from and after the date of such assignment. The term "Declarant ". as used herein. includes all such assignees and their heirs. successor and assigns. 29 1666 Ordinance No. 480 -657 Page 73 Section 3. Notices. Any notice required to be sent to any Member or Owner under the provisions of this Declaration shall be in writing and shall be deemed to have been properly given and received when mailed. postage prepaid. or delivered by a reputable. recognized courier service. to the last known address of the person on the records of the Association at the time of such mailing. Notice will be sufficient with respect to any Lot if given to Person then shown as the Owner of such Lot on the Association's records even though ownership of the related Lot may have in fact changed. Any notice shall be deemed given and received if mailed or delivered as provided in the preceding sentence. notwithstanding the failure of the intended recipient thereof to accept. pick up or give receipt for same. Section 4. Severability. If any provision of this Declaration is in conflict with applicable Laws, such provision shall be so construed. if practicable. to achieve its apparent intent in a manner consistent with such Laws. Invalidation of any of the covenants, liinitations or provisions of this Declaration by Jud or court order shall 111 no way affect any of the remaining provisions thereto or of that provision under other cir'ciunstances. and the salve shall continue in full force and effect. Section 5, Enforcement. The Association shall be entitled to recover the costs of enforcing the provisions of this Declaration and the Rules and Regulations against any Owner. or its tenant or occupant. including. without limitation. reasonable attorneys' fees and the costs of legal action at all levels and stages. including appellate proceedings. actually incurred by the Association in connection therewith. Such costs shall be a lien against all Property of the applicable Owner. Such lien is hereby subordinated to the lien of any first mortgage or deed of trust on such Property. Section 6. Texas Law. In construing this Declaration, and with respect to any action hereunder. the laws of the State of Texas shall apply. Section 7. Liability of Association and ACC. Any liability of the Association or the ACC which may arise under or in connection with this Declaration. the Common Properties or Common Area, the Properties andlor the Development. or any activity of the Association or the ACC shall be a liability of the Association and not the personal liability of any Member or any officer. director. employee or agent of the Association. or any member of the ACC'. Section S. Effective Date. This Declaration shall be effective upon its recordation in the Recording Office. Section 9. Existing Improvements. Notwithstanding any provision of this Declaration to the contrary. all Improvements existing on the Properties at the time that this Declaration is recorded in the Recording Office shall be deemed to be approved by the ACC and in compliance with the covenants and restrictions set forth herein. Section 10. Counterparts. This Declaration maybe executed in multiple counterparts. each of which may be executed by one or more parties and shall be considered an original and all of which together shall constitute one document. 30 1566713 Ordinance No. 480 -657 Page 74 Section 11. No Implied Dedication. No easement or right of way shown on an exhibit to this Declaration is made available for use because of this Declaration unless otherwise specifically provided herein. Section 12. Zoning. Prior to the Declarant Termination Time. no Owner shall (without the prior written approval of Declarant) initiate. pursue or cooperate in any effort (a ) to change the zoning of any portion of the Properties or the Development which is in effect as of the date hereof, or (b) to obtain any variance from or exception to such zoning and in no event shall any Owner initiate. pursue or cooperate in any such zoning change, variance or exception for a proposed use of any of portion of the Properties that would violate the use limitations in this Declaration or the Rules and Regulations. Notwithstanding anything herein to the contrary. including the preceding sentence. Declarant reserves the right to apply for a change in (or variance from) the use and zoning of any portion of the Properties owned by Declarant without the approval or consent of the Board of Directors. so long as such changed use and zoning is consistent with the uses permitted by this Declaration and would not violate the Rules and Regulations. Section 13. No Warranty of Enforceability, `Mule the Declarant has no reason to believe any of the restrictive covenants or other tennis or provisions contained in this Declaration are or may be invalid or unenforceable for any reason or to any extent. Declarant makes no warranty as to the present or future validity or enforceability- of any such restrictive covenants. Any Owner acquiring a Lot in the Development in reliance on one or more of such restrictive covenants, terms or provisions shall assume all risks of the validity and enforceability thereof and, by acquiring the Lot. agrees to hold Declarant. the Association, the Board of Directors. the Officers and the ACC harmless therefrom. The Declarant. the Association. the Board of Directors. the Officers and the ACC shall not be responsible for the acts or omissions of any individual. entity- or other Owners. ARTICLE MI. ENFORCEMENT Section 1. Failure to Comply. Failure of an Owner or tenant or other occupant of any Lot to comply with such covenants. restrictions. terns. provisions or the Rules and Regulations shall be grounds for immediate mediate action which may include. without limitation. an action to recover sums due for damages. injunctive relief. enforcement of other rights or remedies set forth in this Declaration or otherwise available at law. in equity or otherwise. or any combination thereof As provided in Section 3(a) of Article IV'. the Association shall also have the right to suspend rights of defaulting Owners to use Common Properties and Common Areas. except for legal access. All rights and remedies of the Association under this Declaration shall be cunllrlative. and the exercise or nonexercise of any of same shall not be deemed a waiver of that right. or any other right. Section 2. Fines. In addition to all other remedies. with the unanimous approval of the Board of Directors. a fine or fines may be imposed upon an Owner for failure of an Owner to comply with any of the aforesaid covenants. restrictions. terms and provisions or the Rules and Regulations. provided the following procedures are followed. 31 15667137v.S Ordinance No. 480 -657 Page 75 (a) Notice. The Association shall notify the Owner in writing of the alleged infraction or infractions. Included in the notice shall be the date. time and place of a meeting of the Board of Directors. at which time the Owner may present reasons why a fune(s) should not be imposed. At least ten (10) days" prior written notice of such meeting shall be given. (b) Meeting. The alleged noncompliance shall be presented to the Board of Directors. after which the Board of Directors shall hear reasons why a fine(s) should not be imposed. A written decision of the Board of Directors shall be submitted to the Owner by not later than fifteen (15) days after the Board of Directors' meeting. The Owner shall have a right to be represented by counsel and to cross examine witnesses. (c) Amounts. Fines may not be greater than as follows: (i) First non - compliance or violation. a fine not in excess of One Hundred Dollars ($100.00): (ii) Second non - compliance or violation. a fine not in excess of Five Hundred Dollars ($500.00). (iii) Third and subsequent non-compliances. or a violation or violations which are of a continuing nature. a fine not in excess of One Thousand Dollars ($1.000.00). Fines shall be a lien on all Properties of the applicable Owner. Such lien is hereby subordinated to the liens of a first mortgage or deed of trust. (d) Payment of Fines. Fines shall be paid not later than fifteen (15) days after notice to the applicable Owner of the imposition or assessment thereof. (e) Non Exclusive Remedy. Fines shall not be construed to be the exclusive remedy of the Association for failure to comply with any of the aforesaid covenants. restrictions. terms and provisions or the Rules and Regulations. and shall exist in addition to all other rights and remedies to which the Association may otherwise be entitled to recover by law from such Owner. ARTICLE MII. EXHIBITS Section 1. Exhibits. Each of the following. attached Exhibits is hereby incorporated herein. as an integral part of this Declaration: Exhibit A Description of the Properties Exhibit B Description of Hotel Lot Exhibit C Interim Hotel Parking Area Exhibit D Description of Lot 2 Exhibit E Plans for Infrastructure Work Exhibit E -1 Site Plan (including entrp.vays and streets) ,-, 1666 Ordinance No. 480 -657 Page 76 Exhibit E -2 Utility Installations Exhibit E -3 Landscaping Plan Exhibit E-4 Hardscaping Plan IN WITNESS WHEREOF, Declarant has caused this Declaration to be executed and recorded as of the date first above written. DECLARANT: MDP Southlake, LLC, a Texas limited liability company By: Name: Title: 33 16667137v.S Ordinance No. 480 -657 Page 77 ACKNOWLEDGMENT STATE OF § § COUNTY OF § THIS INSTRUMENT was acknowledged before me on the day of , 2014, by y of MDP Southlake, LLC, a Texas limited liability company. My Commission Expires: Notary Public in and for the State of Printed Name of Notary 16667137v.S Ordinance No. 480 -657 Page 78 INVOICE Star - Telegram Customer ID: CIT57 808 Throckmorton St. Invoice Number: 329177631 FORT WORTH, TX 76102 (817) 390-7761 Invoice Date: 3/7/2014 Federal Tax ID 26- 2674582 Terms: Net due in 21 days Due Date: 3/31/2014 Bill To: CITY OF SOUTHLAKE PO Number: 2140004 1400 MAIN ST Order Number: 32917763 STE 440 Sales Rep: 073 SOUTHLAKE, TX 76092 -7604 Description: CITY OF SOUTHLA Attn: Attn: ACCOUNTS PAYABLE Publication Date: 3/7/2014 D' CI ORDINANCE NO. CITY 80 657AS L ocation Col Depth L MU Rate Amount AN ORDINANCE AMENDING ORDI- CITY THE C COMPREHENSIVE VE ZONI G DIN 13550 1 62 62 LINE $1.20 S ORDINANCE OF THE CITY OF SOUTHLAKE, TEXAS; GRANTING A ZONING CHANGE ON A CERTAIN TRACT OR TRACTS OF LAND WITHIN THE CITY OF SOUTHLAKE, TEXAS BEING LEGALLY DE- Net Amount: $74.40 SCRIBED AS TRACTS 3A1A AND 3A2A, THOMAS MAHAN SURVEY, ABSTRACT NO. 1049, CITY OF . SOUTHLAKE, TARRANT COUNTY, TEXAS, BEING APPROXIMATELY 15.518 ACRES, AND MORE FULLY AND COMPLETELY DESCRIBED IN EXHIBIT "A" FROM "S -P -2" GENERALIZED SITE PLAN DIS- •1. TRICT TO "S -P -2" GENERALIZED ( f SITE PLAN ON THE APPROVED DISTRICT, AS DEPICTED G .--k CONCEPT AND 7 . � 0 SITE PLANS ATTACHED HERETO Q r EXHIBIT CO B", SUBJECT E TO N THE . T U \'''.1' V� SPECIFIC REQUIREMENTS CON- G c TAINED IN THIS ORDINANCE; CORRECTING THE OFFICIAL ZON- G , , r. an.�a >.�as,....�T,,.m..:n. ING MAP; PRESERVING ALL OTHER - �3 2 '� 4 - �it7;,; , - -, , PORTIONS OF THE ZONING OR- 1 K' ; �.liRIStY L rIGL LAND DINANCE; DETERMINING THAT I THE PUBLIC INTEREST, MORALS 4 i`` ``. ;a: - �� r f ,. No;Gry Public, Sate of Texas AND GENERAL WELFARE DEMAND -2 .-A THE T s':. :, My Commission Expires THE ZON CHANGES AND ' >; 0, -' ',;'` July 31, 2016 TH AMENDMENTS HEREIN MADE; , ,, ' - � -. .tea"6 _ irD _� �-T w CO PROVIDING THAT THIS ORDI- NANCE SHALL BE CUMULATIVE OF ALL ORDINANCES; PROVIDING Be , A VIDING FOR A PENALTY FOR SEVERABILITY CLAUSE; PRO d County and State, this day personally appeared Deborah Baylor, Bid and Legal Coordinator for the Star - Tel VIOLATIONS HEREOF; PROVIDING m, Inc. at Fort Worth, in Tarrant County, Texas; and who, after being duly sworn, did depose and say that the at A SAVINGS CLAUSE; PROVIDING is published in the a.. - named paper on the listed dates: BIDS & LEGAL DEPT. STAR TELEGRAM FOR PUBLICATION IN THE OFFI- (81 ING NEWSPAPER; CT AND PROVID- EFFECTIVE DATE. ^ ING EFFECTIVE A �_-.�'`\ � r Any person, firm or corporation who Signed violates, disobeys, omits, neglects 9 or refuses to comply with or who resists the enforcement of any of / S U RE ME, THIS Friday, Marc •7/,20 the provisions of this ordinance shall be fined not more than Two Thousand Dollars ($2,000.00) for each offense. Each day that a Notary Public .. /14i .. ... .. - a f / ....._....G. violation is permitted to exist shall constitute a separate offense. 4 Passed and approved this the 4th day of March, 2014 during the regular City Council meeting. Mayor: John C. Terrell Thy Attest: Alicia Richardson, City Sec- lent retary Rem To: Star - Telegram Customer ID: CIT57 P.O. BOX 901051 Customer Name: CITY OF SOUTHLAKE FORT WORTH, TX 76101 -2051 Invoice Number: 329177631 Invoice Amount: $74.40 PO Number: 2140004 Amount Enclosed: ', .