Southlake Town Square, 2006 - 2nd Amended and Restates Decleration of Covenants, Restirctions, and Easements
OFFICIAL RECORD
SECOND AMENDED AND RESTATED
DECLARATION OF
COVENANTS, RESTRICTIONS, AND
EASEMENTS
FOR
SOUTHLAKE TOWN SQUARE
AFPf3e7;oE: Cf!..7rJ/36L / ~ , 2006
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Table of Contents
Page
ARTICLE 1 GENERAL..... .......... ............... .......... ........ ..... ......... ......... ........... ................ ............... .......... .... 2
1.1 Purpose of Declaration..... ............ ......... .... .............. ....................... ................. ..... ................ 2
1.2 Definitions. ........... ............ .......... .................. ............ .......................... ........ ..... ...... ....... ....... 2
1.3 Property Subject to Declaration. ........ ......... ....... .... ....... .............. ......... ............ ..... ...............4
1.4 Duties of the Association. .. ...... .... ...... ................... .... ....................... ............. .......... ............. 5
1.5 Duties of the Owner of the Hotel Parcel........................................ ...................................... 5
ARTICLE 2 THE ASSOCIATION AND MEMBERSHIP AND VOTING RIGHTS................................. 5
2.1 The Association. .......... ........ ....... ................. ....................... ........... .......... ................... ......... 5
2.2 Membership. ............................. .....................................:............... .................. ............ ........ 6
2.3 Member in Good Standing............ .......................... ........................................ .............. ....... 6
2.4 Number of Votes.................................. ........... ................. .................. ....... .............. ....... ...... 6
1.5 V otin~ Qt101 tlnlli1id Notice. ~ql:1.i1e.me.llts. ......................................................................... 7
ARTICLE 3 ASSESSMENTS.............................................. ........ ...... .... .............................................. ........ 7
3.1 Covenants for Assessment. .............................................................. ....... ..................... ........ 7
3.2 Regular Assessment. ............ ................................... ..... ........................................................ 8
3.3 Special Group Assessments. . ................. ........................... ..................... ..............................9
3.4 Special Owner Assessments. ..... ......... ......... ........................................................................9
3.5 Special Parking Garage Assessment. ................................................................................. 10
3.6 Reserve Fund. .............. ............... .... ............. ..................................... ............ ....... ...... ........ 11
3.7 Due Date of Assessments. .............. ........................... .......... ................ ......... ....... .............. 11
3.8 Owner's Personal Obligation for Payment of Assessments............................................... 11
3.9 Assessment Lien and Foreclosure...................................................................................... 12
ARTICLE 4 ASSOCIATION BOARD OF DIRECTORS .........................................................................12
4.1 Creation of Board. .............. ................ ......... .................... ...... ....... ............. ........ .... ............ 12
4.2 Control of Assessment Funds. ........ ............. ....... ....... ...... ......................... ...... ....... ...... ...... 13
4.3 Additional Authorities and Duties of the Board. ............................................................... 13
4.4 Affiliated Contracts. .................... ....... ........................ ..................................... ........... ....... 14
4.5 Liability Limitations. ................................... ......................... ............................... ......... ..... 14
4.6 Insurance.... ..................................... ............ ..................... .......................... ...... ............ ....... 15
ARTICLE 5 DEVELOPMENT CONTROL COMMITTEE...................................................................... 15
5.1 Creation.................................... .................. ............. ............ ........... ................ ......... ........... 15
5.2 Duties of the Development Control Committee. ...............................................................15
5.3 Mechanics of the Development Control Committee. ........................................................16
5.4 Inspections. .......... ...................... ..... .......... ......... ........ ......... ........................................ ....... 19
5.5 Alterations..................................... ............................... ..... ................................... ......... ..... 19
5.6 Changes......... ............................................... ............... ........... ...................... .......... ............ 19
5.7 Limitation of Liability. ......... ................ .... ............... .......................... .......... ................. ..... 19
5.8 Certificate of Compliance. ...... ..................................................................... ...................... 20
5.9 Continued Oversight by SL TS...................................................... ..................................... 20
ARTICLE 6 GENERAL PROTECTIVE COVENANTS........................................................................... 20
6.1 GeneraL......... ............................................ ......................................................................... 20
6.2 Construction Standards. ............................................. ...... ............. ......... ...... ...................... 21
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ARTICLE 7 EASEMENTS. ....... ............ ................... ................ ..... ................... ..................... ............... ..... 21
7.1 Access. ... ............. ...... .............. ...................... ..... ......... ....... ..... .............. ......... ....................21
7.2 Parking. .......... ....................... ............. ....... .......... .......... .................. ......... ....... ..... ....... .......21
7.3 Other Easements. ..... ..... ..... ................ ............... ........ ......................... ........ ................... .....22
7.4 Certain Easements Relating to Improvements. .................................................................. 23
7.5 Easements for Permittees Only..... .......... ...... .................... ........ ............. ...... ......... ........ ..... 24
7.6 Certain Exceptions.... ......... ............ ............. ................. ........... ............. ....... .......................24
ARTICLE 8 MAINTENANCE BY OWNER ...................................................................... ...................... 25
8.1 Duty of Maintenance. ........................ ........... ............. ....... ................... ................. ...... .......25
8.2 Operations........ ..... ...... ................................................ .............. .......................... ......... ...... 25
ARTICLE 9 - INSURANCE AND INDEMNITY .....................................................................................25
9.1 Basic Insurance Requirements. ................................................... ........ ............................... 25
9.2 Indemnification and Waiver. ........................ ............................................. ........................ 26
./~RnCLE 10 C.^~SU.^~LTY .^_M;) CO}IDEMJ>T ^ TI01:-T ?7
1 0.1 Casualty. .......... ........... ......... ...................................... ........................................................27
10.2 Condemnation.. ............................................ ......................................................................27
ARTICLE 11 USE.............. ................... ................ ........... .......... ......... ...... ............... .................. ................ 28
ARTICLE 12 DEFAULT AND REMEDIES ............................................................................................. 28
ARTICLE 13 ADDITION OR DELETION OF LAND ............................................................................. 29
ARTICLE 14 MISCELLANEOUS PROVISIONS .................................................................................... 29
14.1 Binding Effect and Duration. .............................................................................................29
14.2 Amendment........... ............. ............... .......... ........................................ ............................... 30
14.3 Enforcement..... ...... ............................. .................. ............................................................. 30
14.4 Interpretation..... .................. ............................................................................................... 30
14.5 Severability. .... ...................... ............................................................................................. 30
14.6 Notices. ........ ......................... ...... ............................................ ........................................... 31
14. 7 Mortgagee's Rights............... ...... .............. ........ ............. ..................... ............................... 31
14./S 1 axesl User Fees. .................. ........ .......... ..... ........ ................... .................... ........................ J 1
14.9 Estoppel. ............................ .............................................. ..................... .................. ........... 32
14.10 Rule Against Perpetuities............... ............. ....... ............. ............................. ....... ..... ......... 32
14.11 No Merger....... ............. ................ .................. ...................................................... .... ......... 32
14.12 Owner's Obligation to Ensure Compliance. ..................................................................... 32
14.13 No Joint Venture or Partnership........................................................................................32
14.14 No Public Dedication. ...... ..... ...... ............... ........................ ...... ...... .......... ................ ......... 33
14.15 Force Majeure. .................................. ....... .......... ................ ........ ...................... ...... ........... 33
14.16 Personal Liability. .................... ............................ .......... .......... ......... ........ ................. ....... 33
14.17 ApprovaL.................................. ............ ............................................. ....... ................... ..... 33
14.18 Attorney' s Fees. .. ..... ........................... ....... ............... ............... ......... ......... ............... ........ 34
14.19 Entire Agreement. ...................................................................................... ...... ................. 34
14.20 Headings.................................... ....................................................... ................................ 34
14.21 Number and Gender. ................... ............. ................................................................ ......... 34
14.22 Applicable Law. ........................... .............................. ........................................... ............ 34
14.23 Specific ProvIsions Concernmg tIie EXIstmg Uwners....................................................... 3~
14.24 Applicability to Occupants.............. .................................................. ................................ 34
PI ~:1Q 19
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14.25 No Representations. .... ........ ........ ....... ......................... ...... ....... .......... ........ ........... ............ 34
14.26 Counterparts. ... ............. ....... .......................... ........ ........... ...... ................... .... ......... ...........34
Exhibits:
Exhibit A-I
Exhibit A-2
Exhibit A - 3
Exhibit A-4
Exhibit A-5
Exhibit A-6
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Ex:hibit r
Exhibit G
Phase I Property Description
Phase II Property Description
Phase IV Property Description
Hotel Parcel
Parking Garage West Property Description
Parking Garage East Property Description
Site Plan
Final Plans and Specifications
Improvements Approval Form
Use Approval Form
Prek.ibHe6 U"er3
Lien Form
1l711'i20 lR
III
SECOND AMENDED AND RESTATED DECLARATION OF
COVENANTS, RESTRICTIONS, AND EASEMENTS
FOR
SOUTHLAKE TOWN SQUARE
This Second Amended and Restated Declaration of Covenants, Restrictions, and Easements (this
"Declaration") is dated effective as of 0'!ltv1Y..-A It" , 2006, by SLTS Grand Avenue, L.P., a
Texas limited partnership ("SLTS"), Town Square Ventures, L.P., an Illinois limited partnership
("TSV"); Town Square Ventures II, L.P., a Texas limited partnership ("TSVII"); and Hobbs & Curry
Family Limited Partnership, an Arkansas limited partnership ("Hobbs") (collectively, the Existing
Owners), who constitute a majority of the owners of the property described on Exhibit "A-I", "A-2" and
"A-3" attached to and made a part of this Declaration for all purposes (the "Property").
RECITALS
.A~. TR8 PrBplJ~' sBRtaiR~ ~p}:gxiAl:itely 93 a~rei Qf hU:ld 2tld ii <,prreutly nntlpr tlp"".lnrmpnt
as a mixed use development (collectively the "Proiect" as defined below). The Property is comprised of
the real estate described on Exhibit "A-I ", which is Phase I of the Project, the real estate described on
Exhibit A-2, which is Phase II of the Project and the real estate described on Exhibit A-3 which is the
Grand Avenue Phase of the Project (phase IV). A site plan showing Phases I, II and IV is attached to and
made a part of this Declaration for all purposes as Exhibit "B", which site plan depicts the
currently-anticipated improvements of Phases I, II and IV (some of which have already been constructed
and some of which have not).
B. The Existing Owners anticipate that certain portions of the Project may be conveyed or
sold to third parties for development purposes or for specific uses.
C. In order to protect the development that has already occurred, provide for the orderly
development of the remainder of the Project, and to provide for the maintenance of Common Facilities,
the Existing Owners are amending and restating the covenants, restrictions, easements, charges and other
agreements set forth in this Declaration on all of the Project.
D. The Existing Owners desired to create an entity which would have the powers and duties
ot mamtammg certam Common FaCIlIties, emorcmg the obligadons hereunder, collecting and disbursing
the Assessments hereinafter provided for and performing all other functions of the Association as set forth
herein.
E. The Existing Owners have heretofore caused, Southlake Town Square Association, Inc.
(the "Association") to be incorporated as a nonprofit corporation according to the laws of the State of
Texas for the purposes of exercising the functions set forth in this Declaration.
F. SLTS is an affiliate of Cooper & Stebbins, L.P., the master developer for Southlake
Town Square.
G. This Declaration amends and restates in their entirety, that certain (i) Amended and
Restated Declaration of Covenants, Restrictions and Easements for Southlake Town Square dated
effective as of August 23,2001, recorded on August 24, 2001, in Volume 15097, Page 457 of the Real
Property Records of Tarrant County, Texas, as subsequently amended by Amendment to Amended and
Kestated--veclaratIon of --Covenants, Restrictions and Easements f~lrtake1<:>wt!Square-madea:nd
executed effective as of May 29,2003, and filed on June 24, 2003, and recorded in Volume 16844, Page
(i'7],:;')n 1l!
91 of the Real Property Records of Tarrant County, Texas, and Second Amendment to Amended and
Restated Declaration of Covenants, Restrictions and Easements for Southlake Town Square made and
executed effective as of January 4, 2005, and filed on January 19,2005, and recorded under Clerk's File
No. D205019294 of the Real Property Records of Tarrant County, Texas and (ii) Declaration of
Covenants, Restrictions, and Easements for the Grand Avenue District of Southlake Town Square dated
effective as of March 22, 2005, and recorded on March 24, 2005, under Instrument No. D205082818 of
the Real Property Records of Tarrant County, Texas (collectively, the "Existing Declaration").
H. The Existing Owners are members of the Association by virtue of their ownership as
record owners of fee simple interest in parcels within the Project and such Existing Owners are entitled to
cast at least two-thirds of the votes which can be cast pursuant to Section 2.4 of the Declaration. The
Existing Owners desire to amend and restate the Declaration in the manner and for the purposes described
hereinbelow. The amendment and restatement of this Declaration by the undersigned Existing Owners
represents an amendment with the approval of two-thirds ofthe members as provided in Section 14.2 of
the Declaration.
NO:ON, THEREFORE, [01 ll.1Jd in considwrtiOl1 ofth.::. matters set fortfi in !he. R-e.dtfl:h Mia eth.e.r
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Existing Owners hereby impose the following covenants, restrictions, easements, and agreements upon
the entire Project.
ARTICLE 1
GENERAL
1.1 Purpose of Declaration. The purpose of this Declaration is to promote the proper
development and use of the Project and portions thereof in a manner that is consistent with the quality and
integrity of the development of Southlake Town Square as a whole; to maintain and support a quality
designed mixed-use project; to restrict certain uses of the Project; to provide for the administration and
enforcement of this Declaration; and generally to preserve the aesthetic appearance of the Project and
Improvements constructed thereon.
1.2 Definitions. The following words or phrases, when used in this Declaration, unless the
context shall otherwise clearly indicate or prohibit, shall have the following meanings:
(a) "Approval ot 1 wo-l hlrds ot the Members" shall mean two-thmls ot all the votes
which could be cast pursuant to Section 2.4 below if all Members were Members in Good
Standing and attended a meeting in person or by proxy; provided, however, that such action may
be taken by written consent of such Members without the necessity of a meeting. If all Members
are not in Good Standing, then any vote requiring Approval of Two-Thirds of Members will be
calculated based upon Two-Thirds of the Members in Good Standing.
(b) "Association" shall mean Southlake Town Square Association, Inc., a Texas
non-profit corporation.
(c) "Board" shall mean the duly constituted board of directors of the Association.
(d) "Building" shall mean any building constructed on any Parcel which is intended
to be used for commercial or residential purposes.
(e) "BUilO~IW'Shall mean any portIOn ora-Parcel on wlilclflmprovements are to
be constructed.
g?lg)Q la ?
(f) "City" means the City of South1ake, Texas.
(g) "Common Facilities" shall mean any part of the Project intended for the common
use of all Owners and Occupants of Buildings and the public, which Common Facilities shall be
maintained by the Association (except to the extent any such Common Facilities are owned or
maintained by any governmental authority or by the Owner of the Hotel Parcel), including,
among other facilities (as such may be applicable to the Project), all parking areas (even if a
portion of any such parking area is reserved for the exclusive use of one or more Owners or
Occupants as described in Section 7.2 below), streets and alleys, common open spaces,
landscaping, curbs, loading areas, sidewalks and streetscapes, malls and promenades (enclosed or
otherwise), lighting facilities, drinking fountains, meeting rooms, public toilets, and the like.
(h) "Identified Mortgagees" shall mean the Mortgagees which have provided written
notice to the Association, which notice identifies such Mortgagee, the Parcel as to which they are
a Mortgagee and provides the Association with the address of such Mortgagee.
(i) "Declaration" shall mean this Second Amended and Restated Declaration of
Covenants, RestrIctIOns and Easements for Southlake fown Square and any amendment or
supplement thereto enacted in accordance with the provisions hereof.
G) "Development Control Committee" shall have the meanmg set forth m
Section 5.1 below.
(k) "First-Class" when used in this Declaration in connection with the maintenance,
operation or condition of the Project or any portion of the Project, refers to a comparative
standard of excellence judged in accordance with other mixed - use town center real estate
developments situated within the Southwest, Southeast and South Central regions of the United
States which are maintained to a comparatively high standard of care.
(I) "Ground Lease" means that certain ground lease dated December 22, 2004,
between Town Square Ventures, L.P. and SLTS Grand Avenue, L.P., a memorandum of which is
filed under Clerk's File No. D204399574 of the Real Property Records of Tarrant County, Texas.
(m) "Hotel Parcel" means that certain Parcel described on Exhibit "A-4" attached
hereto, together with the Improvements and anticipated Improvements thereon. which is part of
the Grand Avenue Phase of the Project (Phase IV)
(n) "Improvements" means any and all physical structures, facilities, alterations or
changes of any type or nature made to or upon any land within the Project from time to time,
including, without limitation, buildings, parking lots, parking structures, roadways, driveways,
ramps, loading areas, mechanical equipment, window coverings, signs, utilities, fences, antennae,
walls, lawns, screens, landscaping, park areas, berming, hedges, trees, mass plantings, poles,
grading changes, plazas, walkways, bridges, recreational facilities, exterior lighting facilities,
drainage structures, curbs, retaining walls, grates, fountains, ponds and waterways.
below.
(0) "Maiority Vote of the Members" shall have the meaning set forth in Section 2.5
(p) "Member" means each member of the Association as provided for m
ARTICLE 2 hereof.
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(q) "Mortgagee" means any bank, financial institution, savings and loan association,
trust company, insurance company, pension fund, real estate investment trust, credit union, REMIC or
other similar entity which holds a first lien on a Parcel of a Member pursuant to the terms of a deed of
trust or mortgage which is recorded in the real property records of Tarrant County, Texas against such
Parcel.
(r) "Owner" shall mean each and every person or entity who is a record owner of a fee
simple interest in a Parcel. If such Parcel is subject to a condominium, townhouse or other
multi-owner regime, the owners' association representing such multi-owner regime, and not individual
unit owners, shall be deemed the "Owner" thereof.
(s) "Parcel" means a platted lot within the Project.
(t) "Permittees" means (i) the Owners, (ii) any person or entity (an "Occupant") from
time to time entitled to the use and occupancy of any portion of a Building under an ownership right
or any lease, sublease, license, concession, or other similar agreement, and (iii) the officers, directors,
employees, agents, contractors, customers, vendors, suppliers, visitors, and invitees of the Owners or
Occupants (collectively the "Tnvitees") hut only insofar as such Tnvit~~s ar~ engagecl in activiti~s
directly related to the discharge of their responsibilities to an Owner or an Occupant or their
patronization of any Owner or Occupant's business at the Project.
(u) "Proiect" means the Property, together with the Improvements and anticipated
Improvements on the Property, along with additions of property thereto or deletions of property
therefrom made in accordance with ARTICLE 13 below.
(v) "Street" shall mean any land located within an easement or a right-of-way within the
Project now or at any time hereafter dedicated to an appropriate governmental entity for public use as
a roadway for motor vehicles.
Other terms used in this Declaration are defined in various provisions contained herein.
1.3 Property Subiect to Declaration.
(a) The Property initially covered by this Declaration is described in Exhibits "A-I" through
"A-3" attached hereto except as otherwise provided herein. Subject to Subsection b., any right, title and
interest in the Project owned or held by any person shall be subject to this Declaration and the covenants,
eaaElitieRs, restrietieRs, easemeRts, eearges, aRe lieRs set forth eerei8 c:hlri8g tRe time Jgeriae ia 'NeieR SlieR
real estate is included within the Project, as the same may be added to, modified or deleted in accordance
with the provisions of this Declaration.
(b) The terms of this Declaration do not apply to the following property:
(i) the Streets and Blocks 7 and 8 ofthe Southlake Town Square Addition;
(ii) Block 6 of the Addition except that ARTICLES 11 and 13 of the Declaration
apply to Block 6;
(iii) the Streets in the Grand A venue Phase of the Project (Le., Phase IV) once such
Streets have been deeded to and accepted by the city and recorded in the Real Property Records of
Tarrant County; and
(iv) Block 12, Lots 1 and 2 and Block 13, Lot 2 of the Grand Avenue Phase of the
Project (Le., Phase IV) once such land (x) has been properly platted, (y) has been accepted by the
Gity-as-puelie-parkIand-and-E-z-j-has-beeIr-tr-ansferred-te-the-Gity-by-a-deed-er-deeds-reeorded-in-the
Real Property Records of Tarrant County.
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1.4 Duties of the Association. Except as otherwise provided herein, the Association shall
operate, keep and maintain the Common Facilities within the Project in a First-Class manner and in a
safe, clean and attractive condition at all times, including but not limited to disposal of litter, lawn
mowing, tree and shrub pruning, watering, replacement of landscaping, sweeping or washing, or both as
required, of all pavement areas, striping of parking areas, and ensuring that the Common Facilities
comply in all respects with all Association rules and regulations and governmental laws, codes, rules and
regulations, including those which address fire and human health and safety (except to the extent that
compliance is within the control of the Owner of such Parcel, in which event the Association shall, to the
extent reasonably necessary, enforce such obligations in accordance with ARTICLE 12 hereof), except
that the Association shall not have such duties with respect to Common Facilities which are owned or
maintained by a governmental entity or by the Owner of the Hotel Parcel; provided, however, the
Association may elect to maintain such Common Facilities if requested by such governmental authority
or by the Owner of the Hotel Parcel (or if otherwise permitted to perform such maintenance under the
terms of this Declaration), as the case may be, and perform the other duties and obligations and exercise
the rights ofthe Association described throughout this Declaration.
1.5 Duties of the Owner of the Hotel Parcel. The Owner of the Hotel Parcel at its sole
expense without reimbursement shall operate, keep and mamtam the Common FacIlIties (1) wIthm the
Hotel Parcel and (ii) within the common access easement abutting the Hotel Parcel to the east, consisting
of the westerly sidewalk and the driveways adjacent thereto (including the curbs), but specifically
excluding the easterly sidewalk (from the curb to the building line of the adjacent buildings) located on
Lots 4 and 7, Block 12 of the final plat of the Grand Avenue Phase of the Project (Phase IV) ("Lots 4 and
7, Block 12") in a First-Class manner and in a safe, clean and attractive condition at all times, including
but not limited to disposal of litter, lawn mowing, tree and shrub pruning, watering, replacement of
landscaping, sweeping or washing, or both as required, of all pavement areas, striping of parking areas,
and ensuring that such Common Facilities comply in all respects with all Association rules and
regulations and governmental laws, codes, rules and regulations, including those which address fire and
human health and safety. The Association shall operate, keep, and maintain the Common Facilities
consisting of the sidewalks (from (but not including) the curb to the building line) on the easterly side of
the driveways located on Lots 4 and 7, Block 12 as part of its obligations under Section 1.4. The Owner
of the Hotel Parcel shall maintain seasonal decorations on the Hotel Parcel and on Lots 4 and 7, Block 12
in a manner consistent with the remainder of the Project. The obligations of the Hotel Parcel's Owner
under this Section 1.5 are deemed the Maintenance and Repair Obligations (as such term is used in
Section 8.1 of this Declaration) of such Owner and are subject to all requirements of Section 8.1. If the
OVlRer of tRe Hotel Pareel breaeaes aay ef its MaiBt@BaRc@ ang R@pair Obligati911S, tbell tbe A SSQdatiOD
may avail itself of any of its rights under ARTICLE 12 of this Declaration (including, without limitation,
the right to enter upon the Hotel Parcel and cure such breach on such Owner's behalf). If the City ever
accepts the dedication of any portion of Lots 4 and 7, Block 12 as a public right-of-way, then the
operation, upkeep, and maintenance of such dedicated portion of Lots 4 and 7, Block 12 will no longer be
a Maintenance and Repair Obligation of the Owner of the Hotel Parcel. Prior to SLTS' application to the
City for the proposed dedication of any portion of Lots 4 and 7, Block 12, the Owner of the Hotel Parcel
must approve such application and the requirements of any such dedication, such approval not to be
unreasonably withheld, conditioned, or delayed.
ARTICLE 2
THE ASSOCIATION AND MEMBERSHIP AND VOTING RIGHTS
2.1 The Association. The Association has been established to provide for the administration
and enforcement of this Declaration.
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2.2 Membership. Each and every Owner automatically is and must remain a Member of the
Association, except for the following (each a ''Non-Member Owner"): (i) the City of Southlake, except
that the City of Southlake, Texas, shall be considered a Member with respect to the parcel identified as
Block 6 on Exhibit "B", a plat of Southlake Town Addition, and subject to the terms of Articles 11 and 13
until September 30, 2018; (ii) the United States of America, the State of Texas, and any other
governmental agency or authority shall not be considered a Member with respect to a Parcel within the
Project during such time that such Parcel is used for public purposes, unless such Owner agrees in writing
to become a Member of the Association; (iii) any public utility shall not be considered a Member with
respect to a Parcel during such time that it uses such Parcel directly for the purpose of providing utility
services to one or more Building Sites (as opposed to use of a Parcel by a public utility for general office
or other corporate uses) unless such utility agrees in writing to become a Member of the Association with
respect to such Parcel; or (iv) any person or entity who holds only a lien or interest in any portion of the
Project as security for the performance of any obligation. Membership in the Association is appurtenant
to, and cannot be separated from, ownership of a Parcel by an Owner other than a Non-Member Owner.
Any transfer of title to a Parcel or any portion thereof shall operate automatically to transfer (or, in cases
of a transfer thereof by a Non-Member Owner, to vest) membership in the Association appurtenant to
such land to the new Owner unless such new Owner is a Non-Member Owner. All Owners shall notify
the Association of any transfer of any Parcel located within the Project.
2.3 Member in Good Standing. A Member shall be considered to be a "Member in Good
Standing" and eligible to vote if such Member:
(a) has, at least ten days prior to the taking of any vote by the Association, fully paid
all Assessments (hereinafter defmed) or other charges levied by the Association, as such
Assessments or charges are provided for in ARTICLE 3;
(b) does not have a lien filed by the Association against the Parcel owned by it; and
( c) has discharged all other obligations of the Association as may be required of
Members hereunder or under the Articles of Incorporation and Bylaws of the Association and
resolutions adopted by the Association.
The Board shall have sole authority for determining the good standing status of any Member at
any time and shall make such determination with respect to all Members prior to a vote being taken by the
4 jijiociatiotl. 01;) au)' w"ttpr Thl;' Boarn ~hall b""1;' thl;' rigbt "no a11thority, at itji "oIl;' dj""rl;'tinn, to 'V"i"F'
the ten-day prior payment requirement and require only that such payment be made at any time before
such vote is taken if the Board shall determine, in its own judgment, that extenuating circumstances exist
which have prevented prior payment. Any Member not conforming with the foregoing requirements shall
be declared by the Board not to be a Member in Good Standing and shall be disqualified from voting on
matters before the Association until such time as Member in Good Standing status is attained and so
declared by the Board.
2.4 Number of Votes. Each Member shall be entitled to one vote for each one-thousand
(1,000) square feet of gross leasable area contained within the Building or Buildings on the Parcel
(excluding common areas within such Building or Buildings) owned by such Member as of the date of the
notice of the meeting at which the vote is to be cast, rounded off to the nearest whole number of votes.
The Association shall determine the amount of gross leasable area contained within each Building,
consistent with prior practice and with the intent of achieving consistent measurements among Buildings
within the Project. If any Parcel is owned by more than one Member, the number of votes attributable to
su~h-FarGe-l--shaU-be--the-same-number--ef--v-0t~s-as-if-there-were-enly-ene--Gwnef-0f-sueh-Par-ee-l-(-that-is,the
total number of votes is based upon the gross leasable area contained within the Building or Buildings on
671620_18
6
each Parcel and not upon the number of Owners of such Parcel), and the votes attributable to such Parcel
may be cast only if all of such Members, prior to the time of the vote in question, have delivered to the
Association a written agreement as to how such votes are to be cast or a written designation of one of
such Members to cast the votes attributable to such Parcel. Any Member who is not an individual must
designate a representative to act for such Member in Association matters and to cast votes for such
Member, such designation to be made in writing to the Board. A Member may delegate all, but not part
of, its right to vote to any tenant occupying its Parcel provided such delegation is made in writing
delivered to the Board.
2.5 Voting Quorum and Notice Requirements. Members holding one-half of the aggregate
votes entitled to be cast by Members in Good Standing (unless a greater quorum is required by applicable
law), represented at a meeting of the Members in person or by a legitimate proxy in a form approved by
the Board, shall constitute a quorum for voting on matters brought before the Members at meetings called
by the Board. Unless otherwise provided to the contrary herein, the vote of the majority of those votes
entitled to be cast by the Members present or voting by legitimate proxy at a called meeting at which a
quorum of Members in Good Standing is present in person or by legitimate proxy (the "Majority Vote of
till;; M~Ulb.....,") .,1'<111 b" th" !let oftfie ,A~3:;8eiati8H. Netiee reEtYiF81R8Rtg f9r all ~~tigll 19 \;l~ talr~1;J hy thp
Members of the Association shall be as set forth herein or in its Bylaws, as the same may be amended
from time to time.
ARTICLE 3
ASSESSMENTS
3.1 Covenants for Assessment. Each Owner of a Parcel within the Project by acceptance of a
deed or other conveyance therefor whether or not it shall be so expressed in any such deed or other
conveyance, shall be deemed to covenant and agree to pay the Association or to an independent entity or
agency which may be designated by the Association to receive such monies, to the extent the following
apply to an Owner as set forth in this Declaration, the following assessments (the "Assessments"):
(a) Regular Assessments as provided in Section 3.2;
(b) Special Group Assessments as provided for in Section 3.3;
(c) Special Owner Assessments as provided in Section 3.4; and
(d) Special Parking Garage Assessment as provided in Section 3.5.
Provided, however, notwithstanding any provision to the contrary contained in this Declaration,
the Parking License, or the Parking Garage Agreement, for and in consideration of the assumption by the
Owner of the Hotel Parcel of the Hotel Parcel's maintenance and repair obligations with respect to the
Common Facilities located on the Hotel Parcel and the additional obligations assumed under Section 1.5
herein, the Association hereby (i) exempts and releases the Owner of the Hotel Parcel from the payment
of all Assessments other than any Special Owner Assessment applicable to the Owner of the Hotel
pursuant to Section 3.4, and (ii) agrees to indemnifY the Owner of the Hotel Parcel from and against any
and all operating, maintenance, and other costs assessed and/or imposed by the City upon the Owner of
the Hotel Parcel for the parking garages pursuant to the Parking Garage Agreement.
No Owner will be obligated as to any of the aforesaid Assessments unless and until the
improvements to be constructed upon its Parcel have been substantially completed and a certificate of
occupancy for die shell of sucllimprovememsnas Deen issued-b-ytlweity.
9"'~1{) lR
7
3.2 Regular Assessment. "Regular Assessments" shall be determined, assessed and
expended on a fiscal year basis beginning on January 1 and ending on December 31 of each year, which
shall be the fiscal year of the Association. Regular Assessments shall be used for:
(a) the payment of costs incurred in connection with the operation, supervision,
maintenance, repair and replacement of the Common Facilities (with regard to capital
expenditures, the original investment in capital improvements (i.e., upon the initial construction
of the Common Facilities) shall not be included, but repairs and maintenance to, and
replacements of, the Common Facilities shall be included, whether or not they are required to be
capitalized by accounting methods);
(b) the payment of insurance premiums with respect to policies maintained by the
Association in accordance with the provisions of this Declaration;
( c) the payment of costs for periodic trash removal to the extent not separately
contracted for by Owners or Occupants;
ld) the payment ot costs tor marketmg and advertlsmg tor, and special events
associated with, Southlake Town Square;
(e) the payment of User Fees, as described in Section 14 hereof;
(f) the payment of costs incurred in connection with the performance by the
Association of the functions described in ARTICLE 4 of this Declaration and for the carrying out
of the purposes of this Declaration; and
(g) the establishment of the reserve fund as provided for in Section 3.6; provided,
however, that the reserve portion of the Regular Assessment shall not exceed five percent (5%) of
the Regular Assessment.
Each year while this Agreement is in force, the Board shall set the amount of the Regular
Assessment to be levied for the next calendar year, taking into consideration the costs of the above listed
items for the then current year, expected normal increases in such costs over the next year and additional
future needs, including, but not limited to, the establishment and maintenance of a reserve fund as
provided for herein, and anticipated reimbursements from third parties and Non-Member Owners for
costs which would otherwise be assessed to Members pursuant to this ARTICLE 3 (which
reimbursements must be turned over to the Association and applied to such costs if received by an
Owner). Prior to December 15 of each year, the Board shall prepare and deliver to each Member a budget
setting forth the anticipated Regular Assessments for the ensuing year. Such budget shall be in sufficient
detail so as to inform each Member of the nature and extent of the Regular Assessments anticipated to be
incurred, and shall be accompanied by a statement setting forth each Member's monthly share thereof.
The failure of the Board to timely deliver the budget provided for herein shall in no event excuse or
relieve any Member from the payment of the Regular Assessments contemplated hereby. Any budget
prepared and delivered to the Members as hereby contemplated may be amended as and to the extent
reasonably necessary, and the amount of a Member's Regular Assessment changed to correspond
therewith. If the proposed budget for a fiscal year increases more than 20% above the budget for the
preceding fiscal year per square foot of gross leasable area of Buildings subject to Regular Assessments,
then such budget is subject to the Approval of Two-Thirds of the Members. Regular Assessments for
each fiscal year shall generally be allocated among all Members, including the Existing Owners (but
expressl}'---.exc1uding.Jhe-DwneLOUhe-Hotel Par.cel),-in-1h.e.-same-ratio-1haUhe-gr1)sS-leasable-ar-e~
contained within the Building or Buildings on the Parcel owned by such Member (excluding common
671620_18
8
areas within such Building or Buildings) bears to the total gross leasable area contained within all
Buildings owned by Members (other than the Owner of the Hotel Parcel) within the Project, provided,
however, that the Association, in its discretion, may allocate any of the above-described costs among the
Members differently than the ratio calculated above, if the Association determines that due to the nature
of such costs and the benefit provided to such Parcel therefrom, that a different percentage allocation
would be more equitable. Should any surplus exist at the end of any year (other than reserves), the
Association shall promptly refund such excess to the Members (in accordance with the ratios that such
Regular Assessments were paid by such Members). When determining the amount of any Assessment
due from the Owners, the Association shall exclude the total gross leasable area contained within the
Buildings located on the Hotel Parcel from the ratio used to calculate the other Owners' share of such
Assessment, and no such other Owner shall bear any portion of the maintenance and repair costs relating
to the Hotel Parcel for which the Hotel Owner bears responsibility.
If the Association determines that it is necessary or appropriate, the Association may enter into
separate contracts for the provision of the above-described services to each identified phase of the Project
(including Phase I, Phase II, and Phase IV, which phases may be modified and/or reconstituted by the
Associatiun num Lime tv Liu!e), tv lllw ~AL~..tL ..",=vudbIJ plae-tiel1bk. Tke .\.sseeia.tisH sha.ll eetefFRm.@ tQ@
amount of Regular Assessments separately for each phase of the Project, but otherwise in accordance with
the procedures described in this Section 3.2. Where it is not practicable to separately contract for any
item, such item shall be allocated between each phase of the Project in accordance with the relative gross
leasable area of Buildings owned by Members within each phase of the Project. To the extent that an
expense of the Association benefits more than one phase of the Project, or proportionately benefits one
phase more than another, the Association, in its reasonable discretion, shall allocate an equitable portion
of such expense to each benefited phase of the Project.
3.3 Special Group Assessments. In addition to the Regular Assessments, the Association,
with the Approval of Two- Thirds of the Members, may levy at any time a "Special Group Assessment"
for the purpose of:
(a) defraying, in whole or in part, the cost of any reconstruction, or unexpected
repair or replacement of any of the Common Facilities covered by the Regular Assessments;
(b) responding to unusual or emergency needs of the Association as may occur from
time to time;
(c) maintaining the reserve fund as provided for in Section 3.6 below; or
(d) paying the cost of any unanticipated expenses intended to be paid by Regular
Assessments.
Such Special Group Assessment shall be allocated among Members in the same manner as
Regular Assessments are allocated among Members.
3.4 Special Owner Assessments. In addition to the Regular Assessments and Special Group
Assessments, the Board may levy a "Special Owner Assessment" on any Owner, including the Owner of
the Hotel Parcel, for the purpose of:
(a) defraying, in whole or in part, the cost of any unexpected damage or loss
requiring maintenance, repairs or replacement of items under the supervision or control of the
Association which damage or loss has been determmed oyrl1eBoardronave Deen caused;-either
directly or indirectly, by the willful or negligent acts of the Owner to be levied against, or by such
6716~9 18
Q
Owner's employees, agents or other persons acting or failing to act with such Owner's
authorization, approval or acquiescence; provided, however, that the Board must fIrst conclude, in
its sole exercise of reasonable discretion, that sufficient evidence exists to support a determination
that said damage or loss was caused, directly or indirectly, by the willful or negligent act of such
Owner or such Owner's employees, agents or persons whose actions were authorized or approved
by such Owner; or
(b) reimbursing the Association for any and all costs incurred by the Association for
breach of the Maintenance and Repair Obligations by such Owner, as described in ARTICLE 12
below.
3.5 Special Parking Garage Assessment.
(a) In support of Phases I, II, and IV of South lake Town Square, SLTS will construct
two (2) parking garages (the "Parking Garages") on the sites described on Exhibits "A-5" and "A-
Q", pursuant to and as described in (i) that certain Development Agreement made by and between
the City, the Board of Directors of the Reinvestment Zone Number One (the "~") and SLTS
dated March 29,2005, and (ii) that certain Parking Garage Property Operatmg Agreement made
by and between the City, SLTS and certain affiliates of SLTS'dated March 29,2005, as amended
by that certain First Amendment to Parking Garage Property Operating Agreement between the
City, SLTS, TSV, TSVII, and the Association (as amended, the "Parking Garage Agreement").
The Parking Garages will ultimately be conveyed to the City in accordance with the terms and
provisions of the Development Agreement. Prior to such conveyance, SL TS and/or TSV shall
operate the Parking Garages, the cost of which shall be subject to Regular Assessments as
provided in Section 3.2 above. At such time as the Parking Garages are conveyed to the City in
accordance with the Development Agreement, the portions of the Property so conveyed to the
City and any improvements located thereon, shall no longer be subject to the terms and provisions
of this Declaration, and the owner of such facilities shall not be deemed as Owner or Member
hereunder or have any rights or obligations as an Owner or Member hereunder. In addition to the
Regular Assessments, Special Group Assessments and Special Owner Assessments from and
after such time the Board shall levy a "Special Parking Garage Assessment" (herein so called)
which shall be payable by the Owners (except as otherwise provided herein) in accordance with
the Parking Garage Agreement and this Declaration for the purposes of reimbursing the City's
cost of operation and maintenance of the Parking Garages, including but not limited to the
foIlev/iag Emp0aS0S (iaellidiag the aemal eost af laber asseeiat@G th@r@'.\'itR): repair!'; md
maintenance, cleaning, landscaping, irrigation and utility costs, property insurance and general
liability insurance, workers compensation insurance and other reasonable and customary
expenses to maintain and operate the Parking Garages, but shall not include the cost of taxes. On
or before the transfer of ownership of the Parking Garages to the City, SLTS and TSV shall
deposit the required sums into a reserve account on behalf of the Association. Such funds shall
be deposited into an escrow account to be held by the Association solely for the purpose of
satisfying the obligations of the Owners for operations and maintenance costs imposed by the
City for the parking garages pursuant to the Parking Garage Agreement. It is the agreement of
the Owners that (i) the sums so deposited remain in escrow throughout the term of the Parking
Garage Agreement, (ii) any ongoing or future obligations of Owners under the Parking Garage
Agreement are to be satisfIed by the Owners at the time the Owners are billed by the Association
in response to an invoice by the City, (iii) funds removed from the escrow account by the
Association to be paid to the City as a result of a failure by one or more Owners to pay its
obligations under this Section 3.5 shall be replenished by the Owner or Owners who failed to
liIIlelY1JaytIre-same-;-and~heinstances-suclrewnerorewners--faiis--tCJSo-timelYTepienish-the
sums removed from the Escrow Account, any and all sums not timely paid by any Owner shall be
671620_18
10
subject to the provisions of Section 3.8 and 3.9 hereof, and (iv) in the event that any Owner
disposes of its property hereunder, such Owner shall not remove its portion of the funds in the
escrow account from the escrow account, unless and until its successor in interest, including any
lender in the instance of a foreclosure of its liens or acquisition of the property in question,
deposits a like amount into the escrow account.
(b) The provisions of this Section 3.5 and any other provision relating to parking shall be
subject and subordinate to (i) at all times prior to the execution of the Parking Garage Agreement, the
rights granted to the City pursuant to the Irrevocable License and Parking Management and Use
Agreement between the Owners, Tarrant County and the City dated August 26,2003 (as amended, the
"Parking License") and (ii) at all times upon and after the execution of the Parking Garage Agreement,
the rights granted to the City pursuant to the Parking Garage Agreement. In the event of a conflict
between any provision of this Declaration and the Parking License or Parking Garage Agreement (as
appropriate), the terms of the applicable Parking License or Parking Garage Agreement (as
appropriate) shall control.
(c) Each Owner of any portion of the Property must:
(i) restrict its employees from parking in parking spaces located on the first and
second floor of the Parking Garages,
(ii) include provisions in all of its leases and contracts of sale of any property
located within Phases I and IV of the Project that the tenants, owners, and subsequent owners
shall (1) restrict their employees from parking in parking spaces located on the first and
second floor of the Parking Garages and (2) comply with the City of Southlake's rules and
regulations governing the Parking Garages, as amended from time to time,
(Hi) pay its proportionate share of the cost of annual maintenance for the Parking
Garages as calculated pursuant to this Declaration and the Parking Garage Property Operating
Agreement; provided, however, the requirement under this item (iii) is not applicable to the
Hotel Parcel,
(iv) not impose a fee for parking in the Parking Garages, and
(v) not guarantee or reserve parking spaces in the Parking Garages.
3.6 Reserve Fund. A reserve fund may be established under control of the Board to be used for
unexpected maintenance, repair or replacement relating to the Common Facilities or for the performance of
other duties of the Association. Such reserve funds shall be maintained and accounted for separately from
other Association funds.
3.7 Due Date of Assessments. Regular Assessments shall become due and payable on the first
day of each calendar month and shall be delinquent if not paid by the tenth day of such month. The due date of
any special Assessment under Section 3.3 or Section 3.4 shall be fixed in the notice to Owner(s) providing
notification of such Assessment.
3.8 Owner's Personal Obligation for Pavment of Assessments. The Assessments provided for in
this ARTICLE 3 shall be the personal and individual debt of the Owner(s) of each Parcel covered by such
Assessments. No such Owner may exempt itself from liability for such Assessments. In the event of default
in the payment of any such Assessment, such Owner shall be obligated to pay interest at the Interest Rate on
the amount of such Assessment from the delinquent date thereof, together with all costs and expenses,
incltlding~but-not-limited-to;-reaS{')nable--att-omeyg1--feeg-ineurred-by-the--Asseeiat-ion-in-eenneetion-with-sueh
delinquency.
671620_18
11
3.9 Assessment Lien and Foreclosure. All sums assessed in the manner provided for in this
ARTICLE ill but unpaid, together with interest as provided herein and the costs of collection, including,
but not limited to, reasonable attorneys' fees, as hereinafter provided, are secured by a continuing
contractual lien and charge on the Parcel covered by such Assessment, which shall bind such Parcel in the
hands of the Owner(s) and its heirs, successors, devisees, personal representatives and assignees. To
evidence the aforesaid Assessment lien, the Association shall prepare a written notice of Assessment lien
setting forth the amount of the unpaid indebtedness, name of the Owner(s) of the Parcel covered by such
lien and a description of the Parcel in the form attached hereto as Exhibit "G", or other form reasonably
prescribed by the Association, which form in any event must specify the dollar amount of the lien. Such
notice shall be signed by one of the officers of the Association and shall be recorded in the office of the
County Clerk of the county or counties in which such property lies. Such lien for payment of
Assessments shall attach from the date a notice of Assessment lien is recorded in the office of the County
Clerk of the county or counties in which such property lies and, when so established, shall be prior and
superior to any right, title, interest, lien or claim which may be or has been acquired or attached to such
property after the time of filing the claim of lien, and shall be subordinate to any others. The Association
shall also have the power to subordinate the aforesaid Assessment lien to any other lien. Such power
shall be entirely dlscreuonary wtch dIe Assu~ii:l.Liull. gu~h li<;;u rVi pa)' lll'-'llt u[ AbS'~~l11Cnt3 fUllY be
enforced by foreclosure of the lien upon the defaulting Owner's Parcel by the Association subsequent to
the recording of the notice of Assessment lien as provided above either by judicial foreclosure or by
nonjudicial foreclosure through a public sale in like manner as a mortgage on real property in accordance
with Section 51.002, Texas Property Code (as such may be revised, amended, supplemented or replaced
from time to time). Each Owner by acquisition of any Parcel grants to the Association a power of sale in
connection with any lien in favor of the Association created pursuant to this Declaration. In addition, the
Association may institute suit against the Owner(s) personally to obtain a judgment for unpaid
Assessments. In any foreclosure proceeding, whether judicial or nonjudicial, or in any other suit against
the Owner(s), the Owner(s) shall be required to pay the costs, expenses and reasonable attorneys' fees
incurred by the Association. The Association shall have the power to buy the Parcel at foreclosure or
other legal sale and to acquire, hold, lease, mortgage, conveyor otherwise deal with the same.
ARTICLE 4
ASSOCIATION BOARD OF DIRECTORS
4.1 Creation of Board. The Association shall be governed by the Board as elected by a
V ote of the Members. The initial Board has been a ointed by the Existing Owners and it
consists of five (5) directors: Brian R. Stebbins, Frank L. Bliss, Jason Kasal (the "~
Representatives"), Matthew L. Tice and Thomas P. McGuinness (the "TSV Representatives"). It is the
further agreement of the Members that so long as SL TS or an affiliate of SL TS is an Owner of any
portion of the Property, Brian R. Stebbins shall remain the Chairman of the Board until December 31,
2007, and that until December 31, 2007, SLTS Representatives shall maintain three (3) of the five (5)
Board positions and TSV Representatives shall maintain the remaining two (2) Board positions.
Commencing on January 1,2008, TSV Representatives shall hold three (3) Board positions, and so long
as SL TS or an affiliate of SL TS is an Owner of any portion of the Property, SL TS Representatives will
maintain two (2) Board positions. In no event will SLTS hold less than one (1) Board position as long as
it owns any portion of the Property. The size and composition of the Board, its method of election and its
duties and authorities shall be as provided in its Articles of Incorporation, its Bylaws and this Declaration.
Board members shall serve for a term of one (1) year and/or until their successors are installed. The
Board shall exist and function solely for the benefit of the Association and for the benefit of individual
Owners.
571628 18
12
4.2 Control of Assessment Funds. The Board shall be responsible for the setting, collection
and disbursement of Assessments. In general, the Board shall be empowered to take the following actions
and to expend Regular Assessment and Special Group Assessment funds for the following purposes:
(a) Any actions necessary or desirable to carry out the purposes described In
Section 3.2 above;
(b) the employment of personnel, independent consultants or contractors to perform
day-to-day operations of the Association and the employment of other personnel as the Board
shall determine to be necessary or desirable for effective operation of the Association;
(c) the employment of legal, accounting, engineering, architectural or other
independent professional or consulting services;
(d) the purchase of a policy or policies of insurance insuring the Association, the
Board, Owners and the Development Control Committee (as hereinafter defined) against any
liability to any Owner or to any member of the public incident to operation of the Association as
well as any other Insurance described In Section 4.6;
( e) the purchase of fidelity bonds; and
(f) the payment for office and leasing costs and for any other materials, supplies,
furniture, labor, services, maintenance, repairs, alterations, insurance, taxes or assessment
(including Assessments levied against an individual Owner) which the Board is required to obtain
or pay for pursuant to the terms of this Declaration or which, in its reasonable opinion, shall be
necessary or proper for the operation or protection of the Association or for the enforcement of
this Declaration, including, but not limited to, reasonable expenses of the Development Control
Committee.
In addition to the expending of Regular Assessment funds for the aforementioned purposes, the
Board also shall be empowered to expend funds collected through Special Group Assessments, Special
Owner Assessments and the reserve funds for those purposes set forth in ARTICLE 3 of this Declaration.
4.3 Additional Authorities and Duties of the Board. The Board shall have the following
additional authorities and duties, exercisahle on hehalf of the Association with respect to performance of
the obligations of the Association hereunder and the right to expend Assessment funds to pay the costs
thereof:
(a) to enter into agreements or contracts with respect to: (i) insurance coverage; (ii)
utility installation, consumption and service matters necessary for the operation of any Common
Facilities; (iii) repair, maintenance and replacement of Common Facilities; (iv) leases for
vehicles, equipment, office space, storage and similar purposes; and (v) other contracts with
parties to carry out the responsibilities of the Association described herein;
(b) to borrow funds to pay any costs of operation, secured by assignment or pledge
of Assessments, as the Board may determine to be necessary and appropriate;
(c) to enter into contracts for goods and services or other purposes, to maintain one
or more bank accounts and to have all the powers necessary or incidental as may be required for
prudent operation and management of the Association;
671620_18
13
(d) to sue or to defend in any court of law on behalf of the Association;
(e) to provide for and accumulate reserve funds to be used for repairs, replacement
and/or maintenance, in such amounts and for such purposes as may be determined by the Board
to be necessary and appropriate, subject to the provisions of Section 3.6;
(f) to make, or cause to be made, tax returns, reports or other filings required by
federal, state or local governmental authorities;
(g) to adjust the amount, collect and use any insurance proceeds to repair or replace
any damaged or lost property or to reimburse persons or entities entitled to receive reimbursement
for injury, damage or losses, as more particularly described in Section 4.6 below, and, if said
insurance proceeds are insufficient to provide full reimbursement as may be required, the Board
may act to create funds through Special Group Assessments or Special Owner Assessments,
whichever is applicable;
en) 1:0 enforct;: (ht;: plUvisiullS u[ lhi::. D\:idcuativtl and to ~IJeil\ aetiofl. Of seek aamagsEi
and/or remedial action from any Owner for violation of this Declaration;
(i)
herein; and
to appoint the members of the Development Control Committee as described
G) to maintain books and records with respect to all aspects of the business of the
Association and to the levy, collection, receipt, administration, expenditure and disposition of all
Assessments and other funds of the Association in accordance with sound accounting practices,
and to permit any Owner who is a Member (or a person designated by such Owner in writing) to
inspect and copy the same upon reasonable notice during normal business hours at an office of
the Association.
4.4 Affiliated Contracts. The Board, acting on behalf of the Association, shall have the full
power and authority to contract with any Owner(s) for the performance of services which the Association
is obligated or authorized to perform, such contracts to be at competitive rates then prevailing for such
services and upon such other terms and conditions, and for such consideration as the Board may deem
advisable and in the best interest of the Association provided that the level of service received is
consistent with that available from third parties.
4.5 Liability Limitations. No Owner, director, officer or representative of the Association,
including any member of the Development Control Committee, shall be personally liable for debts or
liabilities of the Association. Neither the directors and officers of the Association nor the members of the
Development Control Committee, shall be liable for any mistake of judgment, whether negligent or
otherwise, except for their own individual willful misfeasance or malfeasance, misconduct or bad faith.
Such persons shall have no personal liability with respect to any contract, commitment or decision made
by them, in good faith, on behalf of the Association, and the Association shall indemnify and hold such
persons free and harmless from any and all expense, loss or liability to others on account of any such
contract, commitment or decision (to the extent not covered by insurance proceeds). In addition, each
such person shall be indemnified and held harmless by the Association from any expense, loss or liability
to others (to the extent not covered by insurance proceeds) by reason of having served as such director,
officer or Committee member and against all expenses, losses and liabilities, including, but not limited to,
court costs and reasonable attorneys' fees, incurred by or imposed upon such director, officer or
Committee member in connection with any proceeding to which such person may be a party or have
become involved by reason of being such director, officer or Committee member at the time such
61l6:lU l~
14
expenses are incurred, except in cases wherein the expenses, losses and liabilities arise from a proceeding
in which such director, officer or Committee member is adjudicated guilty of willful misfeasance or
malfeasance, misconduct or bad faith in the performance of his duties. In the event of a settlement of any
such proceeding, the indemnification provided hereby shall apply only when the Board approves such
settlement and reimbursement as being in the best interests of the Association. Any right to
indemnification provided for herein shall not be exclusive of any other rights to which a director, officer,
Committee member, or former director, officer or Committee member, may be entitled. The Association
shall purchase and maintain directors' and officers' insurance on behalf of any person who is or was a
director or officer of the Association against any liability asserted against him and incurred by him in
such capacity or arising out of his status as such.
4.6 Insurance. The Association, acting through the Board, shall have the right to purchase,
carry and maintain in force, to the extent available (a) liability insurance covering any employees and any
property owned by the Association, for the interest ofthe Association, the Board, the Association's agents
and employees and of all Owners, in such coverage amounts and with such endorsements as shall be
considered by the Board at its sole discretion, to be necessary and reasonable; (b) errors and omissions
insurance for the Board, the Development Control Committee members and officers of the Association;
and (c) fidelity bonds for Board members, Development Control Committee members, officers or
employees of the Association as determined to be appropriate by the Board. The Board shall carry such
insurance at such limits of coverage and with financially sound companies licensed to do business in
Texas as the Board deems appropriate. The Association shall use any net insurance proceeds for the
purpose the insurance was intended, including the repair and/or replacement of any damaged or lost
property, whether real or personal. Any unused balance from the proceeds of insurance paid to the
Association shall be retained by the Association and deposited in its reserve fund as provided for in
Section 3.6. Should insurance proceeds be insufficient to fully reimburse any loss or damage, the
Association may levy a Special Group Assessment or a Special Owner Assessment, whichever is
applicable, to cover such deficiency.
ARTICLE 5
DEVELOPMENT CONTROL COMMITTEE
5.1 Creation. A Development Control and Architectural Review Committee is established
(the "Development Control Committee") which shall consist of not fewer than five (5) members. The
initial members are Brian R. Stebbins, Frank L. Bliss, Jason Kasal, Matthew L. Tice and Thomas P.
McGyinne"". The B9ard "h:ill h:i'.'e tbl: exdy"i'.'e right md ~9rity :it m~r time, aRd fl'Qm time t9 time
thereafter, to change the size of the Development Control Committee (but not to less than five members),
fill vacancies on the Development Control Committee and remove members of the Development Control
Committee at any time with or without cause.
5.2 Duties of the Development Control Committee. Although the Development Control
Committee may have other duties which are delegated by the Board from time to time, the primary duty
of the Development Control Committee is to consider and approve or disapprove of any and all
Improvements and uses that any Owner wishes to make, or permit to be made, to its Parcel. No person or
entity may construct, remodel, or re-construct Improvements on or use any Parcel without first having
obtained the approval of the Development Control Committee of such Improvements or use and the
Development Control Committee is the only person or entity which is entitled to exercise such approval
rights as provided in this ARTICLE 5. Certain uses are prohibited throughout the Project, as more
particularly set forth on Exhibit F attached hereto. The Development Control Committee shall maintain a
list of exclusive use rights (the "Exclusive Uses") that have been from time to time granted by an Owner
ef-a-Par-eel--te-ene-er--mer-e--tenants-in---the-impr-evement-s-en-s-ueh-P-ar-eet-Bpen-the-aeeeptanee-by--thc
Development Control Committee of such Exclusive Uses, the Development Control Committee
671620_18
15
covenants and agrees that it will not approve any application for a use within the Project which conflicts,
competes or is duplicative of any of the Exclusive Uses encumbering the applicable Parcel for so long as
a particular Exclusive Use is in effect and binding upon the Parcel and/or the Project. The Development
Control Committee will maintain records which are available to any Owner upon request as to such
Exclusive Uses and will from time to time send notices to any particular Owner requesting a confirmation
that no Exclusive Uses beyond those originally provided by such Owner to the Development Control
Committee have been granted or have otherwise been modified or terminated. The Development Control
Committee may, but is not required to, develop guidelines for what would constitute an acceptable
Improvement or use, but such guidelines are not binding upon the Development Control Committee and
cannot limit its discretion in approving or disapproving proposed Improvements and uses. While it is
presently contemplated that only specific lots will be sold for specific uses, it is possible that a larger
portion of the Project will be sold for general development. In such event, the Development Control
Committee may conclude that it is not possible to list the specific, limited use that has been approved and
may, instead, decide to list those uses which are prohibited. The Development Control Committee has the
discretion to determine prohibited uses, but it is presently anticipated that the uses that would be
prohibited are ones that are generally unacceptable in a First-Class mixed-use development, uses that are
already present 10 tne l'roJect to the extent mal. dupllcaLioll of sUl,;.h use; ~uuld, iu the; D\JvdupiUl;;ul Cuhl.ol
Committee's reasonable discretion, violate an Exclusive Use, and ones that the Development Control
Committee believes are best located in another area of the Project, if at all. Under such circumstances the
Use Approval Form will be modified to list the prohibited, rather than the permitted, uses and such
prohibitions will be binding upon the Owner and any Occupant of the affected Parcel. Approval by the
Development Control Committee of particular Improvements or uses on anyone Parcel does not mean
that the Development Control Committee is required to approve the same or a similar improvements or
use on another Parcel.
5.3 Mechanics of the Development Control Committee. The Development Control
Committee must have at least five (5) members, who will elect one such member as the Chairman, and, if
it has more than five members, the number of members must be an odd number. It is the further
agreement of the Board that so long as Brian R. Stebbins has the legal capacity to serve and SL TS or an
affiliate of SLTS is an Owner of any portion of the Property, Brian R. Stebbins shall, at his election,
remain the Chairman ofthe Development Control Committee until December 31, 2007. Ifa majority of
the members of the Development Control Committee are present at a meeting, then that meeting will be
deemed to have been a valid meeting and any decisions taken at that meeting by the requisite vote will be
binrling npnn thp. Dp.velopment Control Committee and effective under this Declaration. The vote of a
majority of the members of the Development Control Committee is required to approve of any
Improvement or use.
(a) Preliminarv Consideration. Any Owner may apply for a preliminary review of a
proposed Improvement or use based upon, in the case of an Improvement, a site plan and
conceptual building elevations prepared by an architect, orin the case of a use, a statement of the
specific anticipated use. Because any such review will by its nature be preliminary, any
approvals that the Development Control Committee may give at such time will be insufficient for
an Owner to commence construction of the Improvements on its Parcel. In giving its final
approval or disapproval of any Improvements and/or uses that an Owner wishes to make, or
permit to be made, to its Parcel, however, the Development Control Committee is prohibited from
taking a position inconsistent with any preliminary approvals it has given for the Parcel in
question during the twelve (12) month period prior to such Owner's submittal of a Proposed
Improvements Package and a fully-completed Use Approval Form for final approval by the
~opment.co.ntroLCommittee pnro::mmt to SectiillLS..3.(.h)1lelow.
6'71616 18
Ie
(b) Final Consideration. Any Owner seeking to obtain final approval of proposed
Improvements or use by the Development Control Committee must submit the following items to
the Development Control Committee:
(i) Proposed Improvements: All items described on Exhibit "C" (the "Final
Plans and Specifications") together with a fully completed Improvements Approval
Form, as defmed below ("Proposed Improvements Package").
(ii) Proposed Use. A fully-completed Use Approval Form, as defined below.
In deciding whether or not to deny a certain proposed use, the Development Control
Committee may not be arbitrary or capricious in its decision making, and in the case of a
potential duplicative use, if the requesting party delivers a signed agreement from the beneficiary
of the Exclusive Use waiving such Exclusive Use with respect to the potential duplicative use,
then the Development Control Committee cannot deny such duplicative use on the basis that such
use may violate an Exclusive Use (although the Development Control Committee may deny such
pI upU:'l:'d U:'I:' VU UtiII:'I V c11~d O! vuuJ:> ).
The Development Control Committee must meet to consider a request within thirty (30)
days after it receives the applicable complete Proposed Improvements Package or a fully-
completed Use Approval Form. Within ten (10) days after such meeting, the Development
Control Committee must deliver written notice of the Development Control Committee's
decision to the applicable Owner requesting approval. Such decision can be to approve or
disapprove of the submissions or request additional information. If the Development Control
Committee does not deliver any notice to the applicable Owner within forty (40) days after such
Owner delivers the complete Proposed Improvements Package or the fully-completed Use
Approval Form, or both, as the case may be, to the Development Control Committee, then the
Owner may provide a second written notice to the Development Control Committee, with a copy
of such notice to the Association, stating that such Owner has not received a response to its
request from the Development Control Committee, which notice must contain a conspicuous
statement to the effect that failure to respond to the request for approval within ten (10) days after
receipt will constitute the deemed approval of the request. If neither the Development Control
Committee nor the Association responds to the Owner within ten (10) days after its receipt of
such second notice from the Owner, then, the Improvements or the use, as the case may be, shall
be deemed approved; provided, however, that the Owner will remain responsible to comply with
all other provisions of this Declaration (including prohibited uses) and all requirements of
applicable law. At such time as the Development Control Committee approves a submission,
then the approving members of the Development Control Committee must execute the
Improvements Approval Form or the Use Approval Form, or both, as applicable, within ten (10)
days after the date of such approval. If the Development Control Committee notifies an Owner
that such Owner's proposed Improvements or use is not approved or if such proposed
Improvements or use are deemed disapproved, then the Development Control Committee is not
required to review the same or a substantially similar plan or use for such Parcel for a period of
one year after the date of such notice of disapproval or the effective date of such deemed
disapproval.
(c) Review Process. The Development Control Committee shall have the authority
to select and employ professional consultants to assist it in discharging its duties, the cost of such
consultants to be naid by the Owner (but not the OccuQant. unless otherwise agreed between such
Owner and Occupant) of the Parcel in question. The applicable Owner shall also be responsible
for paying direct costs of each review whether or not the submitted plans and specifications are
6i'1626 IB
17
approved. The process of reviewing and approving plans and specifications is one which of
necessity requires that the Development Control Committee be called upon from time to time to
make subjective judgments. The Development Control Committee is given full power and
authority to make any such subjective judgments and to interpret the intent and provisions of this
Declaration, in such manner and with such results as the Development Control Committee, at its
sole discretion, may deem appropriate, and in the absence of an adjudication by a court of
competent jurisdiction to the contrary such action by the Development Control Committee shall
be final and conclusive. The Development Control Committee shall be entitled and empowered
to enjoin or remove any construction undertaken pursuant to plans and specifications that have
not been approved in writing by the Development Control Committee.
(d) The Improvements Approval Form. The Improvements Approval Form is
attached as Exhibit "D"; however, the Development Control Committee may from time to time
prescribe a different form. Once fully completed and executed by the required number of the
members of the Development Control Committee, the Owner that received the Improvements
Approval Form may record the Improvements Approval Form against its Parcel only and such
recorded approval WIll be suffICIent 10 fully and cUlllpl~ldy uiud lhIJ OV\'UIJl a.ud tll" D"vdopnlGnt
Control Committee as to such Parcel and the matters covered by the Improvements Approval
Form. If the Owner does not record the Improvements Approval Form within sixty (60) days
after the date upon which it is executed by the Development Control Committee, then the
approval set forth in the Improvements Approval Form will be of no further force or effect.
(e) The Use Approval Form. The Use Approval Form is attached as Exhibit "E";
however, the Development Control Committee may from time to time prescribe a different form.
Once fully completed and executed by the required number of the members of the Development
Control Committee, the Owner that received the Use Approval Form may record the Use
Approval Form against its Parcel only and such recorded approval will be sufficient to fully and
completely bind the Owner and the Development Control Committee as to such Parcel and the
matters covered by the Use Approval Form. If the Owner does not record the Use Approval
Form within sixty (60) days after the date upon which it is executed by the Development Control
Committee, then the approval set forth in the Use Approval Form will be of no further force or
effect.
(:0 Required Time Period in which to Construct Improvements. Any person or
entity which receives a fully completed and executed Improvements Approval Form must
substantially complete the Improvements approved by such form on the applicable Parcel within
three (3) years after the date of the executed Improvements Approval Form (the "Construction
Period"). If such Improvements are not substantially completed within such three (3)-year
period, then the approval by the Development Control Committee will terminate and be of no
further force or effect and if the Improvements Approval Form has been recorded, it will
terminate and no longer be valid. In such event, such person or entity must again go through the
approval process except that if the Improvements are at least fifty percent (50%) complete and the
person or entity who received the approval has diligently prosecuted such construction since
commencement, then the Development Control Committee cannot unreasonably withhold its
consent to an extension. Under all other circumstances, the Development Control Committee has
no obligation whatsoever to grant an extension or even to be reasonable in considering an
extension.
(g~ Re<:pon<:ihili\V of' t~evelopment Control Committee. The Development
Control Committee is not responsible for verifying or insuring that any Improvements are
structurally or architecturally sound or comply with zoning or code requirements, or other
O/lO.,!,U 1&
1&
governmental laws, rules or regulations and approval by the Development Control Committee
cannot in any way be deemed to be a representation or warranty or acceptance of responsibility
concerning such matters. Similarly, the Development Control Committee is not responsible for
verifying or insuring that a particular use complies with any public or private restrictions on use
and approval by the Development Control Committee cannot in any way be deemed to be a
representation or warranty or acceptance of responsibility concerning such matters.
5.4 Inspections. The Development Control Committee, or its designates, shall have the right
during reasonable business hours to enter upon and inspect any Building Site and any Improvement then
under construction to determine whether or not the plans thereof have been approved by the Development
Control Committee. The Owner of an applicable Building Site or Improvement shall not be responsible
for, and the Association shall indemnify such Owner from and against, any damages or injuries to any
party making such inspection unless such damages or injuries result from the negligence or willful
misconduct of such Owner. If the Development Control Committee shall determine that such plans have
not been approved or that plans which have been so approved are not being substantially complied with,
the Development Control Committee may, at its discretion, give the applicable Owner written notice to
such effect, and thereafter, the Board and the Development Control Committee shall be entitled to enjoin
further construction and to require the removal or correction of any work in place that does not comply
with approved plans.
5.5 Alterations. If any Improvements shall be altered or replaced or maintained on any
Parcel other than in substantial conformity with the approved Improvements Approval Form, such action
shall be deemed to have been undertaken without requisite approval of the Development Control
Committee pursuant to an effective Improvements Approval Form and shall be deemed to be in violation
of this Declaration; and the Board and the Development Control Committee shall be entitled to take
action as permitted under this Declaration with respect thereto. No Owner shall do anything that would
materially change the exterior appearance or use of Improvements on its Parcel without obtaining the
approval thereof from the Development Control Committee in an effective Improvements Approval Form
in accordance with the provisions hereof. An Owner may make Improvements and alterations within the
interior of any Building, so long as the same are not generally visible from the outside of such Building,
without first obtaining Development Control Committee approval therefor. With respect to any Common
Facilities located within a particular Owner's Parcel, such Owner may not materially change any of the
common access easements and/or the improvements thereon consisting of driveways or sidewalks
comprising such Common Facilities as shown on the site plan attached as Exhibit "B", without first
obtainin~ th" pliO! vvrittcft eOft3Cffl 5f (i) the Del"dopmeftt Coftkol Cemffifftee afld (ii) the OWBers sf all
Parcels contiguous to the Parcel in question.
5.6 Changes. No construction or use that is inconsistent with, in addition to or materially
different from any previously approved plans and specifications shall be commenced or permitted until
the plans reflecting such change or addition have been submitted to and approved by the Development
Control Committee in accordance with this ARTICLE 5.
5.7 Limitation of Liability. The Existing Owners, the Association, the Board or any of its
members and the Development Control Committee or any of its members shall not, individually or in
combination, be liable in damages or otherwise to anyone or any business entity submitting plans or
specifications or proposed uses for approval, or to any Owner, by reason of mistake in judgment,
negligence or nonfeasance arising out of or in connection with the approval or disapproval or failure to
approve or to disapprove any plans and specifications or proposed use submitted for approval. The
Existing Owners, the Association, the Board or any of its members, or the Development Control
C0111mittee-or-any-of-it-s-members-shat1--not;-indiv-iduaHy-or--in---eombtien,----be-l-iable-in-tiamages----ef
otherwise in connection with any construction, design, engineering or defect associated with any
671620_18
19
Improvement constructed in the Project. APPROV AL OF PLANS AND SPECIFICATIONS OR USE
BY THE DEVELOPMENT CONTROL COMMITTEE DOES NOT CONSTITUTE ANY WARRANTY
OR REPRESENTATION THAT SUCH PLANS AND SPECIFICATIONS OR USE COMPLY WITH
GOVERNMENTAL REQUIREMENTS OR PRUDENT CONSTRUCTION PRACTICES. IT IS THE
SOLE RESPONSIBILITY OF EACH OWNER TO DETERMINE AND SEE THAT THE PLANS AND
SPECIFICATIONS AND USE FOR ITS IMPROVEMENTS COMPLY WITH SUCH
REQUIREMENTS AND PRACTICES.
5.8 Certificate of Compliance. Upon request by an Owner who has complied with the
provisions of this ARTICLE 5, the Development Control Committee shall, within thirty (30) days
following receipt of written request therefor from such Owner (which request must contain all
information necessary for the Development Control Committee to make such determination) deliver to
such Owner a written certification of such compliance in recordable form (or setting forth a description of
any noncompliance, if applicable) and such certificate shall be conclusive evidence of such compliance or
noncompliance (as the case may be). The Association may charge the applying Owner a reasonable fee in
connection with such request.
5.9 Continued Oversightbv SLTS. Notwithstanding anything contained in this Declaration
to the contrary, until the latter to occur of (i) December 31, 2018 or (ii) such time as SL TS or its affiliates
have neither a fee ownership interest nor any interest as ground lessee ground lease/master development
interest in the Project (as the same may be modified or expanded from time to time), SLTS shall be
copied on any and all notices delivered pursuant to this Declaration to the Board, the Development
Control Committee or an Owner and shall have the right, but not the obligation (from and after the point
in time when SLTS is no longer an Owner) to review and comment upon any and all proposed
development, construction, operational or maintenance activities within the Project. It is the desire of the
Owners that SLTS and its affiliates and Cooper & Stebbins as the Master Developer have such continued
involvement in order to ensure that the character of the Southlake Town Square, from an operational,
design, maintenance and construction perspective is appropriately maintained in a manner consistent with
the overall concept of Southlake Town Square. In addition to providing SL TS with any and all such
notices, SL TS shall receive a copy of the annual reports for Southlake Town Square including budgets
and construction activity as well as the periodic management reports (if any) which are provided to
Owners under either this Declaration or the existing management agreements for the Project. It is the
further agreement of the parties hereto, that the provisions of this Section 5.9 may not be modified or
amended without the consent of SL TS.
ARTICLE 6
GENERAL PROTECTIVE COVENANTS
6.1 General. No use shall be permitted on any portion of the Project which is not allowed
under applicable public codes and ordinances either already adopted or as may be adopted by the City or
other controlling public authority. No Owner may use all or any part of its Parcel for any use listed in
Exhibit "F" attached hereto. Each Owner or other user of any portion of the Project shall comply at all
times in every respect with this Declaration, and any and all laws, ordinances, policies, rules, regulations
and orders of all federal, state, county and municipal governments or their agencies having jurisdictional
control over the Project, specifically including, but not limited to, the zoning restrictions of the City
applicable thereto as they exist from time to time. In the event a conflict exists between any such public
requirement and any requirement of this Declaration, the more restrictive requirement shall prevail.
Where a governmental requirement does not clearly conflict with the provisions of this Declaration, but
permits action that is different from that required by this Declaration, the provisions of this Declaration
s-hatl-preva-it.---Alf-portions-ofthe-Project-shalt-be--developed-in-aecordance-with-ihis-Beclarat1on.
671620_18
20
6.2 Construction Standards. Any Owner performing, or causing to be performed,
construction work on a Parcel must perform, or cause to be performed, such work in a good,
workmanlike, safe, expeditious, and diligent manner, and use reasonably prudent methods so as to
minimize any disruption or inconvenience caused by such work to the other improved portions of the
Project and to the other Owners and their Permittees. The Owners acknowledge that for temporary
periods during construction, parking areas may be closed as provided in this Section 6.2 provided that
there is reasonable parking available within the Project in quantity and otherwise acceptable to the
Association prior to closing off any parking areas during construction. In the event that the number of
parking spaces within a platted block is reduced during a construction project for a period in excess of
three (3) months, the Owner performing such construction must obtain the approval of all Owners within
such platted block to continue such reduction of parking with respect to such construction project.
Additionally, with respect to any alterations or betterments other than the initial Improvements to be
located on any Parcel, any construction zone and staging area shall only be as large as is reasonably
necessary and the size thereof shall be reduced to the extent practical during the construction period. In
no event shall such Owner close all points of access to any parking lot in connection with such
construction. The person or entity performing such work must use appropriate methods customarily
utIlIzed m order to control dust, nOise, and other dddt:riuus t:ffuds vI SUdl YVVlk. ~ll a pupaldtcd 01
densely developed area. The Owner of the Parcel upon which such work is conducted must repair at its
own cost and expense any and all damage caused by such work.
ARTICLE 7
EASEMENTS
7.1 Access. Subject to the terms and conditions of this Declaration, the Owners hereby grant,
convey, and confIrm unto the Owners, their successors and assigns, and their Permittees, in perpetuity, for
the benefIt of all Owners of Parcels within the Project and their Permittees as such Parcels may exist and
be a part of the Project from time to time, a non-exclusive easement for pedestrian and vehicular ingress
and egress over and across those portions of the Project now or hereafter developed with driveways,
walkways, or roadways for the flow of traffic around buildings arid parking areas for as long as such
driveways, walkways arid roadways are improved for such purpose. The Owners arid their Permittees
must exercise such rights in a manner designed to minimize disruptions to the operations of the Project
and the other Parcel Owners and their Permittees. In no event may any person or entity ever sell or offer
for sale any goods arid services from the parking areas, driveways, hallways, or other public or quasi-
pl1hli~ flrefls of the Project without the prior written consent of the Association. If any portion of the
Project is publicly dedicated as streets, then unless and until such streets are abarIdoned, this right of
access will not apply to such streets. The reason for so limiting the right of access is that the public
dedication is sufficient to accomplish the goal of providing access.
7.2 Parking. Subject to (i) the terms and conditions of this Declaration and (ii) the Parking
License or the Parking Garage Agreement, as applicable, the Owners hereby grant, convey, and confIrm
unto the Owners, their successors and assigns, and their Permittees, in perpetuity, for the benefIt of all
Owners of Parcels within the Project and their Permittees as such Parcels may exist and be a part of the
Project from time to time, a non-exclusive easement for parking of motor vehicles over all parking areas
within the Project. Notwithstanding the foregoing, any Member which is an Owner of a Building can, in
parking areas located on any Parcel which is located within the platted block in which the Parcel on which
the Building is located (whether or not the Owner of the Parcel on which the Building is located owns the
Parcel on which the parking area is located), with the prior written consent of the Owner of the Parcel
containing such parking area, which consent shall not be unreasonably withheld, conditioned or delayed,
designate-parking srfl~es as restricted a~~oarately-sewgated for employee, delivery, visitor, or other
purposes for such Building (or any tenant located therein) which will then not be accessible or available
generally to customers of the Project or the public; provided, however, that, without the Association's
011025 18
21
prior written approval, in no event shall the number of parking spaces restricted in favor of any Building
exceed one (1) space per 2,500 square feet of gross leasable area of such Building. The intent of this
Declaration is that substantially all parking areas within the Project shall be available for parking for all
Permittees, subject to the terms and conditions of the Parking License or the Parking Garage Agreement,
as applicable. Therefore, a Member may only designate restricted parking spaces as provided in this
Section 7.2 when reasonably necessary for the use or operation of a Building. The Owner of a Parcel on
which a parking area is located may not charge a Member any fee or other charge for the reservation of
such parking spaces. In the event that the Owner of a Parcel on which Common Facilities are located
removes such Parcel from the Common Facilities as provided below in this Section 7.2, such property
shall no longer be burdened by any restricted parking areas which have been so designated in accordance
with the procedure described above. Additionally, during any period of construction, the Owner of a
Parcel on which reserved parking spaces are located can relocate such spaces for temporary periods as is
reasonably necessary in connection with such construction. Any Owner of a Parcel on which a parking
area is located may also enter into an agreement with any Non-Member Owner of a Building within the
same platted block to designate parking spaces as restricted and separately segregated for employee,
delivery, visitor or other purposes for the Building of such Non-Member Owner, which will then not be
accessible or available generally to customers of the Proiect or the public; provided, however, that in no
event shall the number of parking spaces restricted in favor of any Building owned by any Non-Member
Owner exceed one (1) per 2,500 square feet of gross leasable area of such Building (except with respect
to Block 6 which is owned by the City and used as a City/County Administration Facility, as to which (a)
reserved parking spaces may be designated on Parcels outside of Block 6 and (b) the above-described
limitation on reserved parking spaces per square footage of gross leasable area shall not apply, rather, the
number of reserved parking spaces shall be as specified by agreement between the City and such Owner
or Owners from time to time. The Owners of Parcels from time to time shall have the right to remove a
parking area or parking areas from the Common Facilities and develop such property with Improvements,
either in accordance with the provisions of the Ground Lease or provided that (a) the removal of such
parking area from: the Common Facilities does not reduce the number of parking spaces located within the
Project to a number which is less than the number of parking spaces required by applicable parking codes;
(b) if the parking spaces removed are not permanently replaced within the same platted block prior to the
removal of such parking areas from the Common Facilities, the Owner of the Parcel desiring to remove
the parking area from the Common Facilities must obtain the prior written consent to the removal of such
parking area from the Common Facilities from all Members which are Owners of Parcels located within
the platted block in which the Common Facility is located which contain Buildings which are located
within five hundred feet (500') ofthe Common Facility to be removed; and (c) the Owner removing such
pi:llkillg i:1l1;;i:1 [lUlU LIll;; CVllllllVll Fi:1\.-iliLit;::. \.-vll::.bud::. (Vi \.-i:1u::.t;::. 'Ulvlllel OVVllt;l Lv (,vu::.t!uC,t) n"~ fJatkin~
area in support of such new Improvement(s) in an amount sufficient to meet applicable parking code prior
to occupancy of such Improvement(s). An Owner shall not grant an easement or license or otherwise
grant permission for the parking of motor vehicles over parking areas or Common Facilities located on
such Owner's Parcel to an owner of property located outside of the Project. An Owner shall not operate,
permit the operation of, or grant an easement for the operation of a "park and ride", car-pool or similar
service or facility on such Owner's Parcel (but this restriction will not prohibit any parking valet service
in the Project provided that any valet parking in the Parking Garages, if permitted, will be subject to any
restrictions imposed by the City). The provisions of this ARTICLE 7 shall be subject and subordinate to
the rights granted to the City pursuant to the Parking License or Parking Garage Agreement, as
applicable. In the event of a conflict between any provision of this Declaration and the Parking License
or Parking Garage Agreement (as appropriate), the terms of the applicable Parking License or Parking
Garage Agreement (as appropriate) shall control.
7.3 Other Easements. The Association shall have, and the Owners hereby reserve unto
themselves anaLneir successors and assigns and hereby grant, selt ana convey to the Association and its
successors and assigns, an easement for full right of ingress and egress at all times over and upon the
671620_18
22
Project for the purpose of maintenance, repair or replacement of utilities and for the performance of the
rights under this Declaration, and for the carrying out by the Association of its other rights, functions,
duties and obligations set out in this Declaration. Any such entry by the Association upon the Project or
any portion thereof shall be made with as little inconvenience to the affected Owner(s) as is practical
under the circumstances. Each Owner shall reasonably cooperate in the granting of utility easements
reasonably necessary to provide utility service to Buildings on other Parcels, provided that any such
easement does not materially adversely affect the use, marketability or future development of the
encumbered Parcel.
7.4 Certain Easements Relating to Improvements.
(a) In order to accommodate any building improvements which may inadvertentZv be
constructed beyond a Parcel's boundary line, each Owner grants to each Owner owning an
adjacent Parcel an easement, not to exceed a maximum lateral distance of six inches (6") inches,
in, to, over, under, and across that portion of the grantor's Parcel immediately adjacent to such
common boundary line for the maintenance and replacement of such building improvements, if,
and uuly if, sUl:h t:ast:U1t:Ut <u t:C1 i:; uut u\.-\.-upiIJd 'uy C1 l1l1;:;u-IJJ\..i:;tii'O :;t. u..,lull....
(b) . In the event a constructing Owner (the "Constructing Owner") reasonably
determines that it is necessary to place underground piers, footings and/or foundations
("Subsurface Construction Elements") across the boundary line of its Parcel, the Constructing
Owner must advise the Owner owning the adjacent Parcel (the "Adiacent Owner") of its
construction requirements and must provide plans and specifications relating to such Subsurface
Construction Elements, including proposed construction techniques. The Adjacent Owner hereby
grants and conveys to the Constructing Owner for the benefit of its Parcel an easement, not to
exceed a maximum lateral distance of five feet (5 '), in, to, under, and across Jhat portion of the
Adjacent Owner's Parcel not theretofore occupied by any then-existing structure, for the
installation, maintenance and replacement of such Subsurface Construction Elements; provided,
however, that the Constructing Owner has no right to use such easement if the Adjacent Owner is
able to provide the Constructing Owner a reasonable alternative construction method for the
placement of the Subsurface Construction Elements entirely or to a greater extent than the
Constructing Owner proposed on the Constructing Owner's Parcel. The Adjacent Owner
reserves the right to require the Constructing Owner to modify the design specifications for the
Subsurface Construction Elements in order to permit the Adjacent Owner the opportunity to
utilize the Subsurface Construction Elements in connection with the construction of its
Improvements to the end that each Owner is able to place its Building immediately adjacent to the
common boundary line. If a common Subsurface Construction Element is used by the Owners,
each must assume and pay its reasonable share of the cost and expense of the design and
construction of such Subsurface Construction Element. In the event any Building utilizing a
common Subsurface Construction Element is destroyed and not replaced or is removed, the
common Subsurface Construction Element must remain in place for the benefit of the other
Building utilizing the same.
(c) The foregoing easement grants do not diminish or waive any right of an Owner to
recover damages resulting from the Constructing Owner's failure to construct its building within
its Parcel in the case of "(a)" above, or within the easement area limits in the case of "(b)" above.
The easements in each instance:
(i) continue in effect for term of this Declaration and thereafter for so long
as the Building utilizing the easement area exists (including a reasonable period to permit
6716;:6_18
23
reconstruction or replacement of such Building if it IS destroyed, damaged, or
demolished); and
(ii) include the reasonable temporary license for access and passage over and
across that portion of grantor's Parcel which is not improved with Buildings or other such
structures as is reasonably necessary for the grantee to exercise and enjoy such grant;
provided, however, that such license is in effect only during periods when actual
construction and/or maintenance is being performed and provided further that the use of
such license cannot unreasonably interfere with the use and operation of such Parcel by
others. Prior to exercising the rights granted this Section 7.4, the grantee must first
provide the grantor with a written statement describing the need for such license, and
must furnish a certificate of insurance showing that its contractor has obtained the
minimum insurance coverage required under the terms of ARTICLE 10 below. Any
Owner availing itself of the temporary license must promptly pay all costs and expenses
associated with such work, work diligently and complete such work as quickly as
possible, and promptly clean the area, and restore and/or repair the affected portion of the
Parcel to a condition which is equal to or better than the condition which existed prior to
the commencement of such work. Notwithstanding the foregoing, in the event a dispute
exists between the contractors, laborers, suppliers and/or others connected with
construction activities, each Owner has the right to prohibit the contractors, laborers,
suppliers and/or others working for another Owner from using any portion of its Parcel.
(d) Nothing herein creates or establishes:
(i) a "common" or "party" wall to be shared by Buildings constructed along
the common boundary line between the Parcels; or
(ii) the right for a Building to receive support from or to apply pressure to an
adjacent Building constructed above the common boundary line between the Parcels.
7.5 Easements for Permittees Onlv. The easements set forth in this Declaration are for the
benefit of Permittees only. No Owner is required to allow any person or entity other than a Permittee the
benefit of such easements and, further, all Owners are obligated to undertake all reasonable efforts to
prohibit persons or entities other than Permittees from benefiting from or using such easements. If an
Onrger YQgS that perltoJ,:ls or evtitiell other that! pf"rrn;ttf"e~ ~rf" ~ttf"mrt;ng tn hf"nf"fit frnm or 1l~P. ~llC'.h
easements and such Owner, despite diligent efforts, is unable to cause such persons or entities to cease
and desist from so doing, then the Owner must notify the Association in writing of the problem, stating
with specificity the problems that have occurred and such Owner's efforts to combat the problems and the
Association will have the right (but not the obligation) to attempt to cause the offending persons or
entities to cease and desist from benefiting (or attempting to benefit) or using (or attempting to use) such
easement or easements.
7.6 Certain Exceptions. The Owners acknowledge and agree that there may, from time to
time, be street festivals within the Project and that during those festivals certain parts of Project that are
developed with driveways, walkways, roadways, or parking areas may not be available to provide access
or parking. If such festivals have received the prior written approval of the Association, then during and
for twenty-four hours before and twenty-four hours after the occurrence of any festivals, such right of
access and parking will be suspended to the extent necessary to accommodate the requirements of such
festivals.
671620_18
24
ARTICLE 8
MAINTENANCE BY OWNER
8.1 Duty of Maintenance. Except to the extent that such maintenance is an obligation of the
Association as provided elsewhere herein, each Owner is responsible for (a) keeping its Parcel and all
Improvements located thereon in a well-planned, safe, clean, and attractive condition at all times,
consistent with the First-Class nature of the Project, which obligation, includes, but is not limited to:
disposal of litter, lawn mowing, tree and shrub pruning; watering; replacement of landscaping; regular
sweeping or washing, or both, as required, of all pavement areas; and striping of parking areas, and (b)
ensuring that its Parcel complies in all respects with all Association rules and regulations and
governmental laws, codes, rules and regulations, including those which address fIre and human health and
safety (such obligations being referred to collectively as the "Maintenance and Repair Obligations").
Such Maintenance and Repair Obligations shall not require the approval of the Development Control
Committee unless so required pursuant to Section 5.5 above. Any person or entity performing
maintenance or repair work on a Parcel must perform such work in a good, workmanlike, safe,
expeditious, and diligent manner, so as to minimize any disruption or inconvenience caused by such work
to the other improved portiOns of the Project and to the other Uwners ana theIr PermIttees. 1 he person or
entity performing such work must use appropriate methods customarily utilized in order to control dust,
noise, and other deleterious effects of such work in a populated or densely-developed area. The Owner of
the Parcel upon which such work is conducted must repair at its own cost and expense any and all damage
caused by such work. If any maintenance or repair work requires disrupting or interfering with any
improved portion of the Project or the use of any portion of the Project by the other Owners or their
Permittees, then the person or entity who proposes to perform such work must provide not less than seven
(7) business days' prior written notice of such work to the other Owners and the Association and must
comply with the requirements imposed by the Association concerning such maintenance and repair work.
. Notwithstanding anything to the.. contrary . in this.. Declaration,- after. the initial... construction. of any
Improvements on a Parcel, no person or entity may perform any construction of, Improvements to, or
repairs of exterior portions of such Improvements or the parking or access areas during the period from
November 1 to December 31 of any calendar year without the prior written consent of the Association,
except for minor, essential repairs diligently pursued.
8.2 Operations. The Association may at any time impose and issue written rules and
regulations concerning repairs and maintenance, parking, deliveries (loading and unloading), garbage
stora,g@ and rem.gygl, illS tb~ lik~, as th~ ASSO{'i~ti"n, in it.;: c1k~rp.tion. c1p.p.mc: to he l'Ippropriate for the
ongoing operation of the Project as a whole. The Owner of each Parcel is obligated to comply, and
ensure compliance by any Occupants of its Parcel, with such obligations.
ARTICLE 9
INSURANCE AND INDEMNITY
9.1 Basic Insurance Requirements. Each Owner must carry or, if a third party is the
Occupant of such portion of the Parcel, may cause such Occupant to carry commercial general liability
insurance written on an "occurrence" policy form, covering Bodily Injury, Property Damage, and
Personal Injury (all as defined in the standard form of commercial general liability insurance), arising out
of or relating, directly or indirectly, to such Owner or Occupant's business operations, conduct, assumed
liabilities, and the use or occupancy of, or any occurrence on, such Owner's Parcel. Such liability
insurance must include the broadest available form of contractual liability coverage. The minimum
acceptable limits for such liability insurance are $1,000,000, although the Association can increase the
minimum-a~-able_limit-at-any.-t:-ime.---Each-GW-net:--Of-a--Common-F-acility-musLcan:y-a.poli.q--Of.sp.ecj(ll
form property insurance insuring the Common Facility Improvements located on such Owner's Parcel in
an amount equal to 100% of the replacement cost thereof, with any deductible in connection therewith
6/lb:W_llS
2.5
being reasonable in amount and subject to the approval of the Association. Notwithstanding the
foregoing, the U.S. Postal Service is exempt from the provisions of this Section 9.1 due to the fact that it
is self-indemnified as a federal agency. The U.S. Postal Service will not be required to carry liability
insurance. Each Owner shall deliver to the Association certificates of insurance for all insurance required
to be maintained by each Owner pursuant hereto. Such policies must be issued by companies licensed to
do business in the State of Texas and the companies issuing such policies and the terms thereof are
subject to the reasonable approval of the Association. Each Owner of a Common Facility, for itself and
all parties claiming under it, hereby releases and discharges each other Owner of any Parcel and their
Permittees from all claims and liabilities arising from or caused by fire or other casualty covered by
insurance policies or required to be covered by insurance policies described in this Section 9.1 and each
Owner of a Common Facility waives any right of subrogation which might otherwise exist in or accrue to
any person on account thereof.
9.2 Indemnification and Waiver. To the fullest extent permitted by law, each Owner (the
"Indemnifying Owner') hereby indemnifies and holds the Other Owning Parties (as defined below)
harmless from and against all Claims (as defined below) arising from any Personal Injury, Bodily Injury,
or Property Damage (all as defmed in the standard torm ot commercIal general l1abll1ty msurance)
whatsoever on such Owner's Parcel (which Claims are referred to in this Declaration as the "Indemnified
Matters" and individually as an "Indemnified Matter"). To the fullest extent permitted by law, the
Indemnifying Owner waives any and all Claims against the Other Owning Parties and the Association
Parties arising from any of the Indemnified Matters. Each Indemnifying Owner, at its own expense, must
assume on behalf of the Other Owning Parties and the Association Parties and conduct with due
diligence and in good faith the defense of any Indemnified Matter. The defense must be by counsel
satisfactory to the affected Other Owning Parties and Association Parties, but such Other Owning Parties
and Association Parties cannot unreasonably withhold or delay their approval of such counsel. The Other
OWfiing~Parties and- the-Association Parties further agree-to cooperate in such .. Owner's defense- of any
action or proceeding brought by a person or entity in connection with any Indemnified Matter. Any final
settlement by an Indemnifying Owner of any action or proceeding in connection with any Indemnified
Matter must be approved by the affected Other Owning Parties and Association Parties, which approval
may not be unreasonably withheld or delayed. Each Other Owning Party and each Association Party has
the right, at its option, to be represented by advisory counsel of its own selection and at its own expense.
In the event of failure by the Indemnifying Owner to fully perform in accordance with this
indemnification, each Other Owning Party and Association Party, at its option, and without relieving the
IuJt>lll1lifyin~ Onner 6f its ebligatioBs l:1Flch~r tRig 5le~tigR 9 2, may perform lm~h nhli glltion , hllt the
Indemnifying Owner must reimburse such Other Owning Party or Association Party for all costs and
expenses so incurred, together with interest at the maXimum contractual rate permitted at law. The
Indemnifying Owner's obligations under this Section 9.2 are not and cannot be deemed to be limited to
damages, compensation or benefits payable under insurance policies, worker's compensation acts,
disability benefit acts or other employees' benefit acts. As used in this Declaration, the term "Other
Owning Parties" means (a) the Owner of any portion of the Project (other than the Indemnifying Owner's
Parcel), and such Owner's partners, affiliated companies of such Owner or of any partner of such Owner,
(b) such Owner's lenders, and (c) as to each of the persons or entities listed in "(a)" and "(b)" above, the
following persons or entities: such person or entity's partners, partners of their partners, and any
successors, assigns, heirs, personal representatives, devisees, agents, stockholders, officers, directors,
employees, and affiliates. "Other Owning Party" means anyone of the Other Owning Parties. As used in
this Declaration, the term "Claims" means any and all liabilities, claims, damages (including,
consequential damages), losses, penalties, demands, causes of action (whether in tort or contract, in law or
at equity, or otherwise), suits judgments, disbursements, charges, assessments, and expenses (including
attorneys' and expel ls'-fees-and-expenses}-ineutTed-in-invest-igating;-tlef-ending, or pr-eseGUt~ng-any
litigation, claim, proceeding, or cause of action (whether in tort or contract, in law or at equity, or
671620_18
16
otherwise). "Association Party" means any director, officer, employee, representative or agent of the
Association, including any member of the Development Control Committee.
ARTICLE 10
CASUALTY AND CONDEMNATION
10.1 Casualty. In the event any Improvements located on any Parcel are damaged or
destroyed by fire or other casualty, the Owner of such Parcel must, within a reasonable period of time not
to exceed ninety (90) days, either (a) contract to repair, restore and rebuild such Improvements and cause
such Buildings situated on such Parcel to be repaired, restored and rebuilt to their prior condition in a
diligent manner and complete such repair, restoration, or rebuilding within the Required Time Period (as
defmed below), or (b) in the event the Owner of the affected Parcel determines not to repair, restore or
rebuild such damaged or destroyed Buildings or fails to complete such repair, restoration, or rebuilding
within the Required Time Period, such Owner must, within sixty (60) days after the expiration of such
ninety (90)-day period (if the Owner elects not to repair, restore, or rebuild) or the expiration of the
Re uired Time Period (under all other circumstances) raze all of the damaged Improvements on its
Parcel, clear its Parcel of all debris resulting from suc razmg, an see or so e raze po IOn 0 e
Parcel with grass. Notwithstanding the foregoing, the Owner of such Parcel must repair, restore, and
rebuild all streets capes, pedestrian walkways, and other linkages to the remainder of the Project which
were damaged or destroyed as a result of such casualty within what would have been the Required Time
Period had such Owner elected to repair, restore, and rebuild. The Required Time Periods for partial
damage or destruction of the Improvements on a Parcel are one hundred eighty (180) days and for
complete destruction of the Improvements on a Parcel are two hundred seventy (270) days.
Notwithstanding the foregoing, with respect to Common Facility Improvements, an Owner must proceed
under option (a) described above, except as otherwise allowed pursuant to Section 7.2.
10.2 Condemnation. The Owner of any Parcel taken by condemnation or eminent domain
must promptly repair, restore, and rebuild the remaining portion of such Parcel as nearly as possible in the
circumstances to the condition which existed prior to such condemnation or eminent domain without
contribution from any other Owner; provided, however, in the event the Owner of such Parcel determines
that it is no longer feasible to conduct business within the Improvements on such partially-condemned
Parcel (which determination cannot be made arbitrarily), such Owner must raze any remaining
Improvements on such partially condemned Parcel, clear such Parcel of all debris, and seed or sod such
PM'ed './ith gya33. If eft a'NRer elects t9 raze the Imprg"~megti, thetl the' nUmp.T mm:t r1n c;:n within ninety
(90) days after the date of such taking (defined as the day title is actually transferred) and if the Owner
does not do so within such time period, the Owner will be deemed to have elected to repair and restore.
Notwithstanding the foregoing, such Owner must repair, restore, and rebuild all streetscapes, pedestrian
walkways, and other linkages to the remainder of the Project which were affected by such taking. Any
repair, restoration, or rebuilding (whether of all Improvements or pursuant to the terms of the
immediately-preceding sentence) must be completed within one hundred eighty (180) days after the date
of such taking. Any award of compensation or damages (whether obtained by agreement or by judgment,
verdict or order in a legal proceeding) resulting from the taking of any Parcel, or any portion of a Parcel,
by exercise of right of condemnation or eminent domain by any governmental authority or other public or
quasi-governmental authority must be distributed in accordance with the terms of the agreement, or the
judgment, verdict or order made in the proceedings concerning such taking. In the event of any sale of
any Parcel, or any portion thereof, under threat or condemnation or eminent domain, such Parcel, or
applicable portion of such Parcel, will for all purposes be deemed to have been "taken" as that term is
used in this Section 10.2, and the net amount of the price received for such Parcel after deduction of the
expenses uf lhe;; sale;; bUlll\;; byihe-ewner-of-the-ParceHaken--wiH-be--cleemetl---t-itute--an---%w~
that term is used in this Section 10.2. However, nothing contained in this Section 10.2 entitles any Owner
to share in any award made to any other Owner whose Parcel, or portion of a Parcel, is taken, other than
671620_18
2/
as provided above and to the extent an award is made for the interest of such Owner created by this
Declaration in the Parcel taken.
ARTICLE 11
USE
Generally, uses are subject to the underlying zoning and must be consistent with a First-Class,
mixed-use development. The following use restrictions apply to the following areas of the Property:
(a) The parcel identified as Block 6 on Exhibit "B", a plat of the Southlake Town
Square Addition, shall be restricted to the uses and for the term as provided below.
The parcel identified as Block 6 on Exhibit "B", a plat of the Southlake Town Square
Addition, shall be restricted to government uses and government sponsored activities (the
"Permitted Uses"); provided that Permitted Uses shall not include use for probation services or
activities, jail, penitentiary, correctional facility or penal facility, which uses are expressly
prohibited The f"f"\r"going """ r""trirtirm will tprmin::ltp ::Inn no ]ongRT hinn thR Property on or
after September 30,2018.
After September 30, 2018, as provided in ARTICLE 13, there shall be no restriction upon
the uses permitted in Block 6.
(b) Prohibited Uses. The uses listed on Exhibit "F" attached hereto are prohibited
within the Project.
No Parcel can be used in a manner inconsistent with any such general or specific use
restriaions.- H_ ... --- ------.. ----
ARTICLE 12
DEFAULT AND REMEDIES
In the event that an Owner breaches any of its obligations under this Declaration, the Association
has the right (and the obligation, to the extent necessary to keep the Project in a First-Class condition) to
enforce any rights and remedies to which it may be entitled at law or in equity, including, without
li.wi.li:1li.vll, thv li.g1.t tv ..Uv rVl elll ~lljall"tic..n 01 5{1cdfic pCIWlmftnCc. In adeliti6B., the AsseeiatioB. has tke
following specific rights for breaches of the Maintenance and Repair Obligations. If the Association
believes that an Owner is not complying with the Maintenance and Repair Obligations, the Association
may give the Owner written notice of such fact and a period oftime (which cannot be less than thirty (30)
days) in which to perform the applicable obligation. If the Owner fails to comply with the foregoing
requirements within such thirty (30) day period, then the Association will have the right (and the
obligation, to the extent necessary to keep the Project in a First-Class condition) to cause such work to be
performed on such Owner's Parcel. The Owner must pay the cost of such work directly or reimburse the
Association for the cost of such work within thirty (30) days after the date the Association makes demand
upon the Owner to pay such amount. If the Owner does not pay such amount within such thirty (30)-day
period, then (i) the amount so due will bear interest at the lesser of eighteen percent (18%) per annum or
the maximum contractual rate permitted by law ("Interest Rate") beginning on the first day after the end
of such thirty (30)-day period and ending at such time as the amount is paid in full, (ii) the Owner's
obligation to pay such amount will be secured by a lien against such Owner's Parcel, which lien is
effective as of the first day after the end of such thirty (30)-day period without any further documentation,
although the AssociatIOn may :t'i1.ealien in the form attacn:ed as Exhibit-cJ", or suclrutl1er funrrihat is
"'71""0 IS!
7R
prescribed by the Association from time to time, against such Owner's Parcel, and (iii) the Association
may offset the amount due from the Owner against amounts that may be or become due to such Owner.
ARTICLE 13
ADDITION OR DELETION OF LAND
Upon application by the Owner of property that is not part of the Project (the "Petition
Property"), the Existing Owners (as long as the Existing Owners own a majority ofthe gross leasable area
within the Project) or the Association may allow such Petition Property to be covered by and come under
the jurisdiction of this Declaration for the sole purpose of ensuring the compatibility of the uses and
improvements on the Petition Property with the remainder of the Project (and not for the purpose of being
a beneficiary of any cross parking rights granted in this Declaration or for paying any Regular
Assessments for any of the costs described in Section 3.2(a) of the Declaration), although neither the
Existing Owners nor the Association are required to do so. If the Existing Owners or the Association
allow a Petition Property to be covered by and come under the jurisdiction of this Declaration, then the
Existing Owners or the Association, as the case may be, and the owner of the Petition Property must
execute and record against the Petition Property an agreement extending this Declaration (as it may have
been amended) to cover the PetItIOn Property and from and after the date ot recordmg, the PetItIOn
Property will be part of the Project for all purposes under this Declaration other than being a beneficiary
of any cross parking rights granted in this Declaration and paying any Regular Assessments for any of the
costs described in Section 3.2(a) of the Declaration. Similarly, the Owner of a Parcel may request that
such Parcel cease to be covered by the Declaration. Neither the Existing Owners nor the Association are
required to approve such request, or even be reasonable in considering such request, but if they grant the
request, then the Existing Owners or the Association, as the case may be, and the Owner of such Parcel
must execute and record against the Parcel an agreement removing such property from the jurisdiction of
this Declaration (as it may have been amended) and from and after the date of such recordation, such
property- will--no-longer- be part-of- the-Project. -Additionally;- no-Parcel- may- be-removed- from - this-
Declaration without the approval of all Identified Mortgagees or if such removal will materially,
adversely reduce the amount of parking spaces available in the Project for use by the Owners and their
Permittees. Also, with respect to any addition of property to the Project, the approval of all Identified
Mortgagees must be obtained with respect to such addition of property unless the Association provides (at
or before the effective date of such addition) (a) a cap on current year Regular Assessments to Owners
within the Project (excluding owners of the added property) equal to the Regular Assessments for the
prior year plus five percent (5%) (the "Cap") and (b) a cap on Regular Assessments for each subsequent
y~ar ~'tYal to tR~ Cap for tR~ prior y~ar phl!; fiy~ p~rG:~R.t (5%). The Q'NRen; agree tlut tQe PirkiRg
Garages shall be removed from the jurisdiction of this Declaration pursuant to the terms of the
Development Agreement without imposition of the foregoing requirements. Notwithstanding anything
contained in this ARTICLE 13 to the contrary, it is the agreement of the Existing Owners, which
agreement may not be modified or amended hereafter without the express written consent of SL TS, that
the property described on Exhibit "A-6" may, at the sole discretion of SL TS, be covered by the
jurisdiction of this Declaration provided such additional property shall include sufficient parking spaces
to independently satisfy applicable parking codes for any Improvements constructed thereon. Pursuant to
Section 1.3 of the Declaration, Blocks 7 and 8 of the Addition, together with the streets depicted on the
plat, are hereby removed from the jurisdiction of the Declaration effective immediately, Block 6 of the
Addition is hereby removed from the jurisdiction of the Declaration effective September 30, 2018.
ARTICLE 14
MISCELLANEOUS PROVISIONS
l4.l--Bin4ing-Bffec-t-ana--f)uratien~e-previs-iens--ef.this-f)eclilr-atien-shaU-mn-with-ana-bina
the land subject to this Declaration, and shall inure to the benefit of the Owners of Parcels and their
671620_18
29
respective legal representatives, heirs, successors and assigns and be enforceable by the Association for a
term commencing on March 19, 1999, and ending on March 18,2049, after which time this Declaration
shall automatically be extended for successive periods of ten (10) years each unless the Approval of
Two-Thirds of the Members is obtained, without the necessity of the joinder of any other party, to abolish
this Declaration, and an instrument is recorded in the real property records of Tarrant County, Texas
evidencing the same. Notwithstanding the foregoing, the easements created by this Declaration shall
continue in perpetuity.
14.2 Amendment. Except as otherwise provided in this Declaration, this Declaration may be
amended only with the Approval of Two-Thirds of the Members to such amendment, and an instrument is
recorded in the real property records of Tarrant County, Texas evidencing the same; provided, however,
that if an amendment to this Declaration will materially, adversely affect the fmancial obligations of a
particular Owner, then that Owner must join in the amendment for such amendment to be binding against
such Owner and such Owner's Parcel. The joinder of any other party is not required in order for any such
amendment to be effective. Additionally, this Declaration shall not be amended in a manner which
materially adversely affects any rights specifically granted to Mortgagees herein or which adds material
burdens specifically dtrecled toward MUlLgl1gl;l;:; wilhuul till;; aP}Jluvcil uf ail ufth." Identified Mortgagees.
Additionally, the joinder ofthe City of Southlake will be required for any amendment to this Declaration
which will materially, adversely affect the rights and obligations of the City of Southlake or which will in
any way amend the provisions relating to the Parking Garage Agreement, and if any amendment to this
Declaration requiring the City's joinder is executed without such joinder, then such amendment, while
binding between the parties thereto, will not be binding upon the City nor affect any rights of the City
under this Declaration.
14.3 Enforcement. The Association shall enforce the covenants, conditions and restrictions set
forth in~ this Declaration. EnforcementshalLbe by any_ pro~eeding_at law QLil].!'qgi!y _agl!in~t~y_J>~I"So!l
or persons violating or attempting to violate any part of this Declaration, either to restrain violation or to
recover damages, and against the land, to enforce any lien created by the provisions of this Declaration;
and failure by the Association to enforce any such provision shall in no event be deemed a waiver of the
right to do so thereafter. With respect to any litigation hereunder, the prevailing party shall be entitled to
recover reasonable attorneys' fees and court costs from the nonprevailing party.
14.4 Interpretation. The Board shall have the right, power and authority to determine all
uestions arisin under or in connection with this Declaration, the Articles of Incorporation and Bylaws
of the Association, and to reasonably construe and interpret their provisions in accordance Wit e aws
of the State of Texas and the laws of the United States applicable to transactions in Texas. Any such
determination, construction or interpretation made by the Board, in the absence of an adjudication by a
court of competent jurisdiction to the contrary, shall be binding on the Owners. In all cases, the
provisions set forth or provided for in this Declaration shall be construed together and given that
interpretation or construction which, in the reasonable opinion of the Board, will best effect the intent of
the Existing Owners' general plan of development as reflected herein in accordance with the laws of the
State of Texas and the laws of the United States applicable to transactions in Texas. The provisions
hereof shall be liberally interpreted and, if necessary, they shall be so extended or enlarged by implication
as to make them fully effective.
14.5 Severability. To the extent that any portion of this Declaration is unenforceable or
inapplicable for any reason (for example, but without limitation, because it is generally unenforceable or
inapplicable or is unenforceable or inapplicable in specific circumstances or in connection with a
particular person or entity), this Declaration and the other provisions of this Declaration will remain in
full force and effect in the same manner as if such unenforceable or inapplicable provision were not
contained in this Declaration (generally or in the specific circumstances in question, as appropriate).
071618 18
]Q
Furthermore, to the extent permitted under applicable law, a substitute prOVISIon that would be
enforceable or applicable and which would achieve the results intended by the unenforceable or
inapplicable provision will be deemed substituted into this Declaration (either generally or in the specific
circumstances in question, as appropriate).
14.6 Notices. All notices under this Declaration must be in writing and will be deemed to
have been served, given, and received when actually received or, if earlier, and regardless of when
received, (a) if hand delivered, when delivered in person to the address for the Owner to whom notice is
given, as determined in accordance with the terms of this Declaration, or (b) if sent by overnight delivery
service which provides service to the addressee's address, on the delivery date selected by the sender of
such notice, as long as the sender complies with all of the requirements ofthe delivery service concerning
address, payment, and selection of delivery date, or (c) if mailed, upon the expiration of the third (3rd)
business day after having been placed in the United States mail, postage prepaid, by certified mail, return
receipt requested, addressed to the Owner to whom notice is being given at the address hereinafter
specified. Any Owner which is not a signatory to this Declaration must, upon becoming an Owner of any
portion of the Project, record its address for notices under this Declaration in the real property records of
Tarrant County, Texas agamst such Uwner's portIon of the Project and allY Ow ll\;a lllay d!cu!!:>'" ~b, Add! ,",ss
for notices in the same manner. The mailing address of the Existing Owners, until changed in the manner
set forth above, is as set forth next to their signatures below.
14.7 Mortgagee's Rights. All Mortgagees have the following rights:
(a) Rights to Notice and Cure: The Association must send simultaneous copies of
any notices of default relating to a particular Parcel to the Mortgagee of such Parcel as long as the
Association has previously received a request to do so from such Mortgagee together with a
specific address-to which such notices must be. sent._The. Mortgage.e.wi1Lbe.giy~l!Jl1im'(~_OLciax~__
from the date of such notice in which to cure su'ch default should it so elect; provided, however, if
such default results, or could result, in any imminent danger to any portion of the Project or to
any person, then the cure period specified above will be decreased to ten (10) days (or such lesser
time as the Association determines is reasonably necessary given the nature and extent of the
circumstances).
(b) Priority Rights: In the event that a Mortgagee obtains title to a Parcel pursuant to
the remeciie!'; provided in the mortgage, or pursuant to a deed in lieu offoreclosure, the Mortgagee
will not be liable for any amounts that became due and unpaid after the date such mortgage was
recorded but before the date upon which the Mortgagee became the owner of the Parcel and
relating to such Parcel and the Parcel will not be subject to any lien securing payment of such
amounts.
14.8 Taxes/User Fees. Each Owner must pay all ad valorem taxes, general and special
assessments, and other taxes attributable to such Owner's Parcel and the Improvements on such Parcel
before delinquency. The Association shall pay, as a "User Fee" to the Owner of any Parcel within the
Project which is used as a Common Facility, an amount equal to all ad valorem taxes and general and
special assessments assessed against such Owner's Parcel while it is used as a Common Facility;
provided, however the Association is not required to pay any such "User Fee" to the Owner of the Hotel
Parcel. The Owner of each such Parcel shall present any such tax or assessment bill to the Association at
least ninety (90) days prior to its due date, if practicable. The Association will pay each User Fee which
is an ad valorem tax or general or special assessment to the Owner of such Parcel on or before five (5)
d~ to the dlle n:lte of each !;uch tax bill. The Association shall also pay, as a "User Fee" to the
Owner of any Parcel within the Project which is used as a Common Facility, an amount equal to the (a)
insurance premiums paid by such Owner for commercially reasonable amounts of commercial general
b IIOL.U 11\
31
liability insurance applicable to such Common Facility, (b) insurance premiums for commercially
reasonable special form property insurance maintained by such Owner with respect to such Common
Facility, and (c) in the event of any claim under the insurance policies described in this Section 14.8. any
deductible related thereto, provided that such deductible is in a commercially reasonable amount and has
been approved by the Association; provided, however the Association is not required to pay any such
"User Fee" to the Owner of the Hotel Parcel. The Association will pay each User Fee which is an
insurance premium or deductible described in this Section 14.8 to the Owner of such Parcel within 30
days after the Owner's presentation of a bill therefor. "Commercially reasonable" as used herein shall be
determined by the Association.
14.9 Estoppel. Any Owner may, at any time and from time to time, in connection with the
sale, lease, transfer or other disposition of such Owner's Parcel, or any portion thereof, or in connection
with the fmancing or refinancing of such Owner's Parcel by mortgage, deed of trust or other lien or
encumbrance made in good faith and for value, deliver written notice to the Association requesting that
the Association certify in writing (a) that to the best knowledge of the Association, the requesting Owner
is not in default in the performance or observance of its covenants and obligations under this Declaration,
or, if the requesting Owner IS m default, the speCIfIc nature and amount ot any and all detaults, and to) to
such other reasonable matters as the requesting Owner may request. The Association must deliver such a
certificate to the requesting Owner within fifteen (15) days after it receives the requesting Owner's
request for such a certificate. If the Association does not deliver such a certificate to the requesting
Owner within such fifteen (IS)-day time period, the Association will be deemed to have certified that the
Owner requesting the certificate is current and is not in default in the performance or observance of such
Owner's covenants and obligations under this Declaration, and otherwise a favorable response. However,
the sole purpose of such a certificate is to prevent the Association from claiming that the facts are other
than as set in such certificate and does not constitute an inducement, or representation, or warranty to
- such---purchasers;--tenants,- transferees,mortgagees;--deed- of--trust~beneficiaries-and-other-lien--or---
encumbrance holders.
14.10 Rule Against Perpetuities. Notwithstanding any provision contained in this Declaration
which could be construed to the contrary, if any of the covenants, conditions and/or restrictions created by
this Declaration are unlawful, void or voidable for violation of the rule against perpetuities as interpreted
and effective under Texas law, then any such covenant(s), condition(s) or restriction(s) will continue only
until twenty-one (21) years after the death of the survivor of the now living descendants of any of the
m@mb@n; oftR~ URiteg Stateil HQ11ile ofRepres('nt!'lti-\T('C;: ""hi('h flrc;:t l::!'It::ll::::I grrmp in T::Inll::lry. ?OOh
14.11 No Merger. Unless otherwise clearly indicated to the contrary in a written, recorded
document executed by the Association, in no event will there be a merger of the dominant and servant
tenements in the Parcels by virtue of the present or future ownership of any portion of said tenements
being vested in the same person or entity, but instead the easements and servitudes created pursuant to the
terms of this Declaration will not be extinguished by such vesting in common ownership and the
dominant and servient tenements will be kept separate.
14.12 Owner's Obligation to Ensure Compliance. Although an Owner may impose upon a third
party (usually, a tenant) the obligation to comply with and perform the duties of the Owner under this
Declaration, such imposition does not free the Owner from the obligation to comply with and perform the
duties of the Owner under this Declaration, which obligation continues to rest fully and completely with
the Owner.
1'1.13 N~~re-o.l'--Ea.I:tneI=Ship.-N.one-of-1he--1enns or provi!':iom: contained in thi!':
Declaration creates, or can be deemed to create, a partnership between or among the Owners in their
respective businesses, or otherwise, nor can this Declaration cause the Owners to be considered joint
6116:lU_l~
32,
venturers or members of any joint enterprise or association or render any of said Owners liable for the
debts or obligations of any other of said Owners.
14.14 No Public Dedication. Nothing in this Declaration can be deemed to be a gift or
dedication of any portion of the Project, or of any Parcel, or any portion of the Project or a Parcel, to the
general public, for the general public or for any public use or purpose whatsoever, it being the intent that
this Declaration be strictly limited to and for the purposes herein expressed for the development,
maintenance and operation of a private real estate development on private property solely for the benefit
of the Owners, except that certain easements and rights-of-way within the Project have been so dedicated
by separate documents and may in the future be dedicated by separate documents.
14.15 Force Majeure. Whenever performance is required of any Owner, the Association or the
Development Control Committee under this Declaration, that Owner, the Association and the
Development Control Committee must use all due diligence to perform and take all necessary measures in
good faith to perform; provided, however, that if completion of performance is delayed or prevented at
any time by reason of acts of God, war, civil commotion, riots, strikes, picketing, or other labor disputes,
unavaIlabIlIty ot labor or matenals or damage to work In progress by rt;a::;Vll vf fhe VI Vthl;;l ....=ualL) VI
any other cause beyond the reasonable control of an Owner, the Association or the Development Control
Committee obligated to perform hereunder (financial inability, imprudent management, failure to meet
the obligation to carry insurance, or negligence excepted), then the time for performance as herein
specified will be appropriately extended by the amount of the delay actually so caused. The right of any
Owner, the Association or the Development Control Committee to excuse its failure to perform by reason
of this Section 14.15 is conditioned upon such Owner, the Association, the Development Control
Committee, or any affected Occupant (but only if such Occupant is a single user in a single Building)
delivering to the other Owners, the Association and the Development Control Committee (in the case of
.. -any. 0wner- or~any-affected--Permittee-as-allowed--above)-or-the..affected-OwneL(in_the_casLoLthe__
Development Control Committee and the Association), written notice of its assertion that a delay has
commenced within thirty (30) days after the events giving rise of such delay first commence.
14.16 Personal Liability. Each Owner now or hereafter owning any Parcel is personally liable
for performance of all covenants, obligations and undertakings set forth in this Declaration insofar as the
same affect the Parcel so owned and which accrue during the period of such ownership. All such
personal liability terminates upon the conveyance by an Owner of its ownership interest in its Parcel
"'heR, ];l11t Rot llntiJ, thp. trllm:f~rrine Owner obtains from its transferee a written assumption agreement of
all of the obligations of the transferor under this Declaration. Notwithstanding the foregoing, however,
the transferring Owner is not released from liability hereunder for its default in the performance of any
provision of this Declaration occurring or accruing prior to any such transfer. In addition, any
transferring Owner must use its good faith and diligent efforts to deliver notice to the Association of such
sale, transfer, conveyance or other assignment, which notice must include a legal description of the Parcel
and the name and address of the transferee.
14.17 Approval. Unless otherwise expressly provided to the contrary herein, whenever the
approval or consent is required of any Owner, it cannot be unreasonably withheld, conditioned or delayed.
Unless provision is otherwise made herein for a specific time period, an Owner's approval or consent will
be deemed given within thirty (30) days of the receipt of the request for approval or consent, and if an
Owner neither approves nor disapproves of the matter being considered within such thirty (30) day
period, or other time period as may be specified elsewhere in this Declaration for approval or consent,
that Owner will then be deemed to have given its approval or consent. If an Owner disapproves, the
Owner-lllllst-state-the-reasonS-for-such-disappIlliffi 1 in reH~onable detail and writing. The consent or
approval by an Owner to or of any act or request by any other Owner cannot be deemed to waive or
render unnecessary any consent or approval to or of any similar or subsequent act or request.
o/lo:lU lIS
JJ
14.18 Attornev's Fees. In the event any Owner or Association Party should bring suit against
any other Owner(s) or the Association Parties (individually or collectively) concerning any matters
provided for herein, the prevailing Owner or Association Party is entitled to recover from the other
Owner(s) or Association Party(ies) reasonable attorneys' fees and costs of court in connection with such
suit. As used herein, a "prevailing Owner or Association Party" includes, without limitation, an Owner or
Association Party who dismisses an action for recovery hereunder in exchange for payment of the sums
allegedly due, performance of covenants allegedly breached or consideration substantially equal to the
relief sought in the action.
14.19 Entire Agreement. This Declaration constitutes the entire agreement and understanding
between the Owners and supersedes all prior agreements and understandings, if any, concerning the
subject matter hereof, and there are no other covenants, agreements, promises, terms, provisions,
conditions, undertakings or understandings, either oral or written, between them concerning the subject
matter of this Declaration other than those expressly herein set forth.
14.20 Headings. The headings, captions,. numbering system, etc. are inserted only as a matter
of convenience and under no circumstances will they be considered in interpreting the provisions of this
Declaration.
14.21 Number and Gender. Where required for proper interpretation, words in the singular
tense includes the plural, and vice versa; the masculine gender includes the neuter and the feminine, and
VIce versa.
14.22 Applicable Law. This Declaration is to be construed under and in accordance with the
laws ofthe State of Texas and the laws ofthe United States applicable to transactions in Texas. All of the
obligations contained in this Declaration are and is performable in Tarrant County, Texas.
14.23 Specific Provisions Concerning the Existing Owners. While this Declaration is binding
upon successors and assigns, the rights vesting in Existing Owners pursuant to ARTICLE 13 hereof are
personal to the particular Existing Owner. Therefore, an entity successor (through merger or assignment)
will be entitled to exercise the rights of the Existing Owner pursuant to ARTICLE 13 hereof as if such
entity successor were the original Existing Owner, but any person or entity which purchases all or a
portion of the Property owned by the Existing Owner will not have or be entitled to exercise such rights.
The only exception to the foregoing is that if one Existing Owner acquires all or a portion of the Property
Qmneil hy l'Innthf>T Pyi~ting nWnf>T, thf>fl thf> llr.qniTing Fxi<:ting nWnf~r will hllve llncl. he entitled to
exercise such rights of the original Existing Owner.
14.24 Applicability to Occupants. With respect to any obligation of a particular Owner under
this Declaration, this Declaration shall not limit or modify how responsibility for the performance of that
obligation or the responsibility for the payment of the cost thereof is allocated between such Owner and
its Occupant pursuant to the terms of their lease.
14.25 No Representations. Although a site plan is attached to this Declaration, it does not
constitute a representation concerning the development or layout of the Project and no such representation
can be inferred.
14.26 Counterparts. This Declaration may be executed in multiple counterparts, each of which
shall be deemed an original to the same effect as if all parties hereto had. executed the same instrument
and all of which shall together constitute one and the same instrument.
671620_18
34
IN WITNESS WHEREOF, the Existing Owners have caused this instrument to be executed to be
effective as of the date fIrst written above.
SLTS GRAND AVENUE, L.P.,
a Texas limited partnership
By: SLTS Grand Avenue Genpar, L.L.c.,
a Texas limited liability company,
its general partner
By: Cooper & Stebbins, L.P.,
sole member
By: CS Town Centres, LLC,
general partner
By:
~~
Brian R:~ bbins,
Member
@
Address:
Cooper & Stebbins, L.P.
1256 Main Street, Suite 240
Southlake, Texas 76092
STATE OF TEXAS S
S
COUNTY OF TARRANT S
This instrument as ACKNOWLEDGED before me on the! 'I.5\day of .~,..../ ( ,
2006, by Brian R. Stebbins, Authorized Managing Member of CS Town Centres, LLC, a Texas limIted
liability company and Authorized General Partner of Cooper & Stebbins, L.P., sole Member of SL TS
Grand Avenue Genpar, LLC, General Partner of SLTS Grand Avenue, L.P., a Texas limited partnership,
on behalf of said limited partnership.
~ k: ~c1,~, -
Notary Public, State ofTexasU 1/ ' -
61102U_IM
35
TOWN SQUARE VENTURES, L.P.,
An Illinois limited partnership
By: Western Town Square Ventures GP, L.L.C.,
a Delaware limited liability company,
its general partner
By:
Inland Western Retail Real Estate Trust, Inc.,
A Maryland corporation,
:~SOle~
Na~e:
T. 1 Debl a A. Pe:limer
it e'
. Assistant Secretar)i'
~
Address:
1700 Alma Road
PIano, Texas 75075
STATE OF :rrI i/b;S 9
- COUNTY OFP~~JJ'-: - ~
T~~ KNOWLEDGED b;;fore me on the I~ day of
2006, by LA S.rT. J ~ . of Inland Western Retail eal
Estate Trust, Inc., a Maryland corporation, sole membe of Western Town Square Ventures GP,
L.L.c., a Delaware limited liability company, as general partner of Town Square Ventures, L.P.,
an Illinois limited partnership, on behalf of such corporation, limited liability company and
limited partnership.
Official Seal
Carolyn Lundgren
Notary Public State of Illinois
Mv Commission Expires 10/20/2009
TOWN SQUARE VENTURES II, L.P.,
a Texas limited partnership
By: Town Square Ventures II GP, L.L.C.,
a Texas limited liability company,
its general partner
By: C&S Southlake Capital Partners l, L.P.,
a Texas limited partnership,
its member
By: Western Town Square Ventures GP, LLC,
a Delaware limited liability company
its general partner
By: Inland Western Retail Real Estate Trust, Inc.,
a Maryland corporatIOn,
its sole member
~
By'
N~e: ebra A. Palmer
Title: Assistant Secretary
Address:
1700 Alma Road
PIano, Texas 75075
II}" 'f'
STATE Of -'-I, /l1?ir S
9
COUNTY OF J71.J~}iL- S ..r-l0
This instrFent was ~~OWLEDGED be ore e op. the ~ day of
2006, by l/e 01'1 4. t1d r7le.;r, . .JJ, of lnlan Western
Retail Real Estate Trust, Inc., sole member of Western Town Square entures GP, L.L.C., gen ral partner
ofC&S Southlake Capital Partners l, L.P., a Texas limited partnership, member of Town Square Ventures
II GP, L.L.C., a Texas limited liability company, general partner of Town Square Ventures II, L.P., a
Texas limited partnership, on behalf of such corporation, limited liability companies and limited
partnerships.
CC0~ d-~
Notary Public, tate of~ xI///zp J:r
Official Seal
Carolvn Lundgren I
Notary Public Slale of Illinois Ii
M Commission Expires 10/2D/2009 ...J
67162U_lll
37
HOBBS & CURRY FAMILY LIMITED PARTNERSHIP,
an Arkansas limited partnership
By:
Name:
Title:
9~~X(~~------
:;It \:QJ\'~ ~-t-.H7{L.-
Address:
Hobbs & Curry Family Limited Partnership
Attention: David Curry
200 North Greenwood Avenue
Fort Smith, Arkansas 72902
STATEOF k ~J~1lf.)1tQ)
COUNTY OF ~lJJ(1Ll1lo.;)
s
s
s
2006, by
r.~~':'':-:'.~~"f~...~"".,.,_.....'''-.o!-!W"8.~~~
F ~-
fi · U:~Ll= KiM::S ~
j S€bas::(~n COl!:;ty r.
i Notary Pu::,li:::. ..'.;j.:anso:i I
ij My Com.:M~!on E)(Plre~ Mey 28. 2009 i
~..;1jff;'IOt.",.-,,".~ ,if"
671620 liS
J8
EXHIBIT "A-I"
LEGAL DESCRIPTION OF PHASE I
Lots 3 and 4, Block 1R; Lots 2 and 4, Block 2Rl; and Lot 1, Block 3Rl, SOUTHLAKE TOWN
SQUARE - PHASE I, an Addition to the City of Southlake, Tarrant County, Texas, according to plat
recorded in Cabinet A, Slide 6888 and 6889, Plat Records of Tarrant County, Texas;
Lots 1 and 2, Block IR; Lots I and 3, Block 2Rl, SOUTHLAKE TOWN SQUARE - PHASE I,
an Addition to the City of Southlake, Tarrant County, Texas, according to plat recorded in Cabinet A,
Slide 6888 and 6889, Plat Records of Tarrant County, Texas;
Lots 1, 2, 3, 4 and 5, Block 5R; and Lot 1, Block 4R, SOUTHLAKE TOWN SQUARE - PHASE
I, an Addition to the City of Southlake, Tarrant County, Texas, according to plat recorded in Cabinet A,
Slide 6888 and 6889, Plat Records of Tarrant County, Texas; and
Lot 2R, Block 4R1, "Final PlatIPlat Revision, Blocks 12-14, 17, and 18, SOUTHLAKE TOWN
SQUARE, PHASE IV and Blocks 3R2, 4Rl SOUTHLAKE TOWN SQUARE, PHASE I, an Addition to
the City of South lake, Tarrant County, Texas," as recorded in Cabinet A, Slide 10949, 10950, 10951, and
10952 of the Plat Records of Tarrant County, Texas;
FOR PURPOSES OF ARTICLES 11 and 13 ONLY: Block 6, SOUTHLAKE TOWN SQUARE
- PHASE I, an Addition to the City of Southlake, Tarrant County, Texas, according to plat recorded in
Cabinet A, Slide 6888 and 6889, Plat Records of Tarrant County, Texas.
NOTE: IT IS NOT THE INTENT OF THE PARTIES TO CHANGE ANY OF THE TRACTS
COVERED BY THE EXISTING DECLARATION. IT IS MERELY THE INTENT OF THE
PARTIES TO IDENTIFY SOME OF THE TRACTS COVERED BY THE EXISTING
DECLARATION AND NOW THIS DECLARATION ACCORDING TO THE LEGAL
DESCRIPTIONS OF SAID TRACTS FOLLOWING THE RECORDATION OF FINAL PLATS
COVERING SAME.
671620_18
EXHIBIT "A-1"
EXHIBIT "A-2"
PHASE II PROPERTY DESCRIPTION
Lot 1, Block 1 0, SOUTHLAKE TOWN SQUARE - PHASE II, an Addition to the City of Southlake,
Tarrant County, Texas, according to plat recorded in Cabinet A, Slide 5261, Deed Records of Tarrant
County, Texas.
NOTE: IT IS NOT THE INTENT OF THE PARTIES TO CHANGE ANY OF THE TRACTS
COVERED BY THE EXISTING DECLARATION. IT IS MERELY THE INTENT OF THE
PARTIES TO IDENTIFY SOME OF THE TRACTS COVERED BY THE EXISTING
DECLARATION AND NOW THIS DECLARATION ACCORDING TO THE LEGAL
DESCRIPTIONS OF SAID TRACTS FOLLOWING THE RECORDATION OF FINAL PLATS
COVERING SAME.
671620_18
EXI-llBIT "A-2"
EXHIBIT "A-3"
PHASE IV PROPERTY DESCRIPTION
Lots 2R, 3, 4, 5, 6, and 7, Block 3R2; and Lots 3R, 4, 5, 6, and 7, Block 4Rl; Blocks 12-14; Block 17;
and Block 18, "Final PlatJPlat Revision, Blocks 12-14, 17, and 18, SOUTHLAKE TOWN SQUARE,
PHASE IV and Blocks 3R2, 4Rl SOUTHLAKE TOWN SQUARE, PHASE I, an Addition to the City of
Southlake, Tarrant County, Texas," as recorded in Cabinet A, Slide 10949, 10950, 10951, and 10952 of
the Plat Records of Tarrant County, Texas.
NOTE: IT IS NOT THE INTENT OF THE PARTIES TO CHANGE ANY OF THE TRACTS
COVERED BY THE EXISTING DECLARATION. IT IS MERELY THE INTENT OF THE
PARTIES TO IDENTIFY SOME OF THE TRACTS COVERED BY THE EXISTING
DECLARATION AND NOW THIS DECLARATION ACCORDING TO THE LEGAL
DESCRIPTIONS OF SAID TRACTS FOLLOWING THE RECORDATION OF FINAL PLATS
COVERING SAME.
671620_18
EXHIBIT "A-3"
EXHIBIT "A-4"
HOTEL PARCEL DESCRIPTION
Lot 3, Block 12 of the "Final PlatJPlat Revision, Blocks 12-14, 17, and 18, Southlake Town Square, Phase
IV and Blocks 3R2, 4Rl Southlake Town Square, Phase I, an Addition to the City of Southlake, Tarrant
County, Texas," as recorded in Cabinet A, Slide 10949, 10950, 10951, and 10952 of the Plat Records of
Tarrant County, Texas.
NOTE: IT IS NOT THE INTENT OF THE PARTIES TO CHANGE ANY OF THE TRACTS
COVERED BY THE EXISTING DECLARATION. IT IS MERELY THE INTENT OF THE
PARTIES TO IDENTIFY SOME OF THE TRACTS COVERED BY THE EXISTING
DECLARATION AND NOW THIS DECLARATION ACCORDING TO THE LEGAL
DESCRIPTIONS OF SAID TRACTS FOLLOWING THE RECORDATION OF FINAL PLATS
COVERING SAME.
671620_18
EXIDBIT "A-4"
EXHIBIT "A-5"
WEST PARKING GARAGE PROPERTY DESCRIPTION
Lot 7, Block 3R2 of the "Final PlatIPlat Revision, Blocks 12-14, 17, and 18, Southlake Town Square,
Phase IV and Blocks 3R2, 4R1 Southlake Town Square, Phase I, an Addition to the City of Southlake,
Tarrant County, Texas," as recorded in Cabinet A, Slide 10949, 10950, 10951, and 10952 of the Plat
Records of Tarrant County, Texas.
NOTE: IT IS NOT THE INTENT OF THE PARTIES TO CHANGE ANY OF THE TRACTS
COVERED BY THE EXISTING DECLARATION. IT IS MERELY THE INTENT OF THE
PARTIES TO IDENTIFY SOME OF THE TRACTS COVERED BY THE EXISTING
DECLARATION AND NOW THIS DECLARATION ACCORDING TO THE LEGAL
DESCRIPTIONS OF SAID TRACTS FOLLOWING THE RECORDATION OF FINAL PLATS
COVERING SAME.
671620_18
EXHIBIT "A-5"
EXHIBIT "A-6"
EAST PARKING GARAGE PROPERTY DESCRIPTION
Lot 5, Block 4Rl of the "Final PlatIPlat Revision, Blocks 12-14, 17, and 18, Southlake Town Square,
Phase IV and Blocks 3R2, 4Rl Southlake Town Square, Phase I, an Addition to the City of Southlake,
Tarrant County, Texas," as recorded in Cabinet A, Slide 10949, 10950, 10951, and 10952 of the Plat
Records of Tarrant County, Texas.
NOTE: IT IS NOT THE INTENT OF THE PARTIES TO CHANGE ANY OF THE TRACTS
COVERED BY THE EXISTING DECLARATION. IT IS MERELY THE INTENT OF THE
PARTIES TO IDENTIFY SOME OF THE TRACTS COVERED BY THE EXISTING
DECLARATION AND NOW THIS DECLARATION ACCORDING TO THE LEGAL
DESCRIPTIONS OF SAID TRACTS FOLLOWING THE RECORDATION OF FINAL PLATS
COVERING SAME.
671620_18
EXIDBIT "A-6"
EXHIBIT "8."
SOUTHLAKE TOWN SQUARE SITE PLAN
.o"rML'-1.1: ...co\.l~n'.\"D IF" IU'I
~ .. " .
IiI:' ",.' If\f~~II~Ki~ill~j>::":t:'~'
~~~'_'-:l~~;:~~~'i~ ,':",~~,:,,"d'" .' . ,,~,:~.~'.~.~; .;~::.:~, '~~:i' '\.:~; ,}:~~; .',." ':,:'.;.,
:T~'."""r:-~'Y:l~~';~~~~~:f~""'!"';'j.. .],:,"X . ir-":l!,:;;::!" YrT1~;; ;j....lbt5tt..lhlt.ql' i-::l'
~i -~~w.lfr;1t;~;~1;~!i~~~~~ ~~',;;;/i:;,~"~:~,,'~~',,tt~~ .~~~?: ~~=;;d ;f':~: \:_~ ;,
f:J;;,'j ';i~'-:~' ::">_;.,;::,'.:" - .J ,,:-m .'~ ""'~'" 1'" ,- :~
. <;-,; J .;,.,.;;f.'o'_q ...._.. . .~ "I rJ\!'.II~,- \~ ,,,".,.,,.-,,,,,,.:;.
~ ;i,::..,.; .i::~J;.Pt.~... :f~~I. '. ~ i- l..~ .-l:~ ~~'. ',. ~I: :.~,.~ e,o'L.J '~:~<~ ~'~,~:
..,"" 'i!1""" ;-0;-.... ".i.." '~I' ~ 1, ,~........ "....'\ . .' ,. .""" .., ....
;'G"~t~~:::-;;" " ,~r;! ..", ~??:~~~.~~,
.. n ~ ,'.." A' , ;"" ", " '<:l"'.
. ..;?~r ~(/~/~~fi'<~' ~~:{~'~~~ :~i '-'~i::.'
-: . ~k..U;;JA!l/l>~ '..' " .~ .' ,",.' '. -.
,. ~~~4~-~~'~-:"1'" ~,r~~,_ 4~:':"r ~~-~~~~~' ;"'i' .~7.~" - ;t~:=-~j:;[~:..!{~ ~""..,,':~;.
, ,c>,>.-"'" "<'~ j~' " .. .,.... ,;,,,.~' .......-. -. .-,
,~>..':''f:'.:t,. .~;:::::..,i,::~'l':....&-~~..:';l',:,"o.~:..;\\~ : d ;1, il-q
"', " ",' . '0.. ~~;~ \'-"1 ".., '; ~. .\, ~f .-
~~.,Y'_
.t.. .
." 1;\ "~'::":";...;;,;-;;;':: ~ .~. --.
'. ,....;";.:;. ..
; '; io'
.~:; ~
f~0~
__u~__~"_
, ..
..\ .
~~~~ ~~~CU.~
. .
__ ~~J-!.tA1.TT
GRAND AVENUE
. .'.
::
;1 :-;'
@
. .'THIS SITE PLAN IS PRESENTED
SOLELY FOR TIlE PURPOSE OF
IDENTIFYING THE APPROXIMATE
LOCATION AND SIZE OF THE
DEMISED PREMISES. BUILDrnG SIZES,
SITE DIMENSIONS, ACCESS AND
PARKING AREAS, EXISTING TENANT
LOCATIONSANDID~TIESARE
SUBJECT TO CHANGE AT THE
LANDLORD'S DISCRETION, EXCEPT
AS OTHERWISE EXPRESSLY
RESTRICTED rn THE TEXT OF
THE LEASE."
EXHIBIT "C"
FINAL PLANS AND SPECIFICATIONS
3 sets of all ofthe following:
A. All items required in applications to the City of Southlake and other governmental or
quasi-governmental entities whose approval of such Improvements is required; and
B. To the extent not covered in "A" above, all of the following:
1. A survey showing the location of all easements, street rights-of-way, setback
lines, and existing Improvements (if any).
2. A site plan showing (lit:: propust::d IO\,;i1liull i111d dimcll:>iullS uf <111 :>ll UdUl \:J:>,
sidewalks and other walkways, parking and access areas, including, without limitation,
driveways, curb lines, parking spaces, circulation aisles, islands, curbs, an bumpers, fences and
other screening devices, and delivery and trash removal service areas. The site plan must set
forth the parking data and calculations, including the base data for projected needs.
3. A landscaping plan showing the location, height, spread, type and number of all
trees and shrubs and other plants that are to be removed as well as all of those that are to be
added and showing the location and type of all ground cover and lawn material to be added.
4. A lighting plan, showing the location, height, fixture type, intensity (both at the
fixture itself and throughout the exterior areas) of all exterior lighting.
5. A utility plan showing the location, size, and type of all pipes, lines, conduits,
and appurtenant equipment and facilities for the transmission of sanitary sewage, stormwater,
water, electricity, gas, telephone, and other utility service.
6. Architectural floor plans, building elevations, wall sections and details of each
building, including equipment located on the exterior of the Building and the proposed method ot
screening such equipment.
7. Building materials and color information, including samples.
8. Sign plans, both for temporary construction signs and for permanent signs (which
plans must show the location, size, type, and material and color information.
9. Engineering plans, including, without limitation, site coverage data and
calculations and site drainage data and calculations, including finished contour lines and spot
elevations.
671620_18
EXliJ.1jII ilCrT
EXHIBIT "D"
IMPROVEMENTS APPROVAL FORM
The Development Control Committee has approved the following:
1. Parcel: The Parcel is described on Exhibit "A" attached to and made a part of this
Improvements Approval Form for all purposes.
2. Improvements: The Site Plan shown on Exhibit "B" attached to and made a part of this
Improvements Approval Form for all purposes is hereby approved, as well as the following (a set of
which be kept permanently at ):
Prepared By
Title
Page Number
Date
3. Date of Approval:
4. Recording Requirement: This Improvement Approval Form must be recorded against the
Parcel within sixty (60) days after the date of Approval and if it is not recorded within such time period,
the approval described above and this Improvements Approval Form will be invalid and as if they had
never been granted.
S. Completion Requirement: The Improvements described above must be completed within
three (3) years after the Date of Approval and if they are not completed within such time period, the
approval described above and this Improvements Approval Form will lapse and be of no further force or
effect.
[Signature of the Required Members of the Development Control Committee]
[Notaries for the Signatures of the Required Members of the Development Control Committee] .
671620_18
EXHfiUf "D"
EXHIBIT "E"
USE APPROVAL FORM
The Development Control Committee has approved the following:
1. Parcel: The Parcel is described on Exhibit "A" attached to an made a part of this Use
Approval Form for all purposes.
2. Use: The approved use is as follows:
3. Date of Approval:
4. Recording Requirement: This Use Approval Form must be recorded against the Parcel
within ::.ill.l) (66) day::. a:fl....l tIll,;> Dat\.- uf AppIOva:lll'ud if it is Mt reeamea -;/it'kis SlieR time fJeriee, tH8
approval described above and this Use Approval Form will be invalid and as if they had never been
granted.
[Signature of the Required Members of the Development Control Committee]
(Notaries for the Signatures of the Required Members of the Development Control Committee]
O/lo..W_I15
IXIIIDIT "I:"
EXHIBIT "F"
PROHIBITED USES
1. Any use which constitutes a public or private nuisance.
2. Any use causing unreasonably loud noises or noxious or offensive smoke or odors.
3. Manufacturing facility
4. Dry cleaner (except facilities for drop off and pick up of clothing cleaned at another location).
5. Any facility for the sale, lease or rental of automobiles, trucks, motorcycles, recreational vehicles,
mobile homes, boats or other vehicles.
6. Automobile repair shop or service station or any facility storing or selling gasoline or diesel fuel
in or from tanks.
7. Adult book shop, adult movie house, so-called "head" shop or any shop which permits the sale or
display of pornographic material (as determined by community standards for the area in which
the Project is located).
8. Off-track betting, gambling or gaming facility.
9. Check cashing or payday loan facility.
10. Mortuary, funeral parlor or funeral home.
11. Coin operated laundry.
12. Flea market.
!.:s. racIIIty for the sale of paraphernalia for use in CUlUle\;liull wilh illi\;il dLU~:;.
14. Carnival, amusement park or circus.
15. Car wash.
16. Auction, fire or going-out-of-business sale.
17. Any use which includes (as a regular or incidental part thereof) the operation of motor vehicles at
speeds which may exceed the posted speed limit, even if such operation of motor vehicles at
speeds above the posted speed limit is allowable by law.
18. Jail, penitentiary, correctional facility, penal facility, detention or holding facility or similar
facility .
l-9~l1nlawfut-use.
671620_111
EXMlBIT UF"
EXHIBIT "G"
LIEN FORM
The Association is recording this lien Declaration in order to evidence the lien claimed by the
Association:
1. Parcel: The lien is claimed against the Parcel described on Exhibit "A" attached to and
made a part of this Lien Form for all purposes.
2. Unperformed Maintenance and Repair Obligation: The Maintenance and Repair
Obligations which were not performed by the Owner are:
f...H\6liffl: Seettrea: THe MB6lifl.t 3eelirea by tfih lieR i.s $
% per annum, beginning on
1;, kiek heMS intere3t
3.
at the rate of
[Signature of the Required Members of the Association]
[Notaries for the Signatures of the Required Members of the Association]
6716:IUB
EXIYRIT "G"
CONSENT AND SUBORDINATION
The undersigned, beneficiary and holder of the liens and security interests created pursuant to,
among other security instruments, that certain Deed of Trust, Assignment of Rents, and Security
Agreement executed by SL TS Grand Avenue, L.P., a Texas limited partnership, for the benefit of Cooper
& Stebbins, L.P. dated and filed February 23, 2005, covering a portion of certain property known as the
Grand Avenue District of Southlake Town Square in Southlake, Tarrant County, Texas, and recorded
under Clerk's File No. D20505l2l0 in the Real Property Records of Tarrant County, Texas, as
subsequently assigned to the undersigned and as additionally secured by that certain Deed of Trust dated
April 29, 2005, filed for record on May 10, 2005, under Clerk's File No. D205132576 of the Real
Property Records of Tarrant County, Texas; by that certain Assignment of Leases and Rents dated April
29, 2005, filed for record on May 10, 2005, under Clerk's File No. D205132577 of the Real Property
Records of Tarrant County, Texas; and by that certain Financing Statement filed for record on May 10,
2005, under Clerk's File No. D205132578 of the Real Property Records of Tarrant County, Texas
(collecttvely, the 'SecurIty Documents"), hereby consents to the executIon 01 me toregomg :second
Amended and Restated Declaration of Covenants, Restrictions, and Easements for Southlake Town
Square ("Declaration"), and agrees that the Security Documents and all other security instruments relating
thereto (as hereafter modified, assigned, amended, or restated) are, and shall at all times continue to be,
subject, inferior, and subordinate in all respects to the Declaration.
Effective as ofthe I? day of ~2006.
INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.,
a~Mar~dand-corporation
By:
Name:
Title:
DsbO'fi ,\ii.. Paimar
_';'.8:0~cl:c.:::: Secretalf}
STATE OF iLL.INO/5
s
p ___ S
COUNTY OF "bu .'4be S
This instrument was acknowledged on the /3t1.1day of A~d I
() c,b r1\. A. P tl.....t 1'"Y'.x.v , A$5.1 [,. ft-.M -S/!. C~(...1/
Inland Western Retail Real Estate Trust, Inc., a Maryiand corporation, on behalf~f said corporation.
, 2006, by
of
"OFFICIAL SEAL"
Erin P. Sloan
Notary Public, State of Illinois
My Commission Exp. 10/18/2009
~ /) /Jh;tl-'-.
Notary Public, State of /U /(l/O/S
6716~8_1B
CC>>4"SENT /.JID SUDORDINA nON (INLAND)
CONSENT AND SUBORDINATION
The undersigned, beneficiary and holder of the liens and security interests created pursuant to,
among other security instruments, that certain (i) Deed of Trust, Assignment of Leases and Rents,
Security Agreement, and Fixture Filing executed by Town Square Ventures, L.P., an Illinois limited
partnership, for the benefit of Nomura Credit & Capital, Inc., a Delaware corporation, dated as of
February 15,2005, and filed February 18,2005, under Clerk's File No. D205047833 in the Real Property
Records of Tarrant County, Texas, and (ii) Deed of Trust, Assignment of Leases and Rents, Security
Agreement, and Fixture Filing executed by Town Square Ventures II , L.P., a Texas limited partnership,
for the benefit of Nomura Credit & Capital, Inc., a Delaware corporation, dated as of February 18,2005,
and filed February 24,2005, under Clerk's File No. D205051211 in the Real Property Records of Tarrant
County, Texas, as assigned to the undersigned by prior instrument entitled Assignment of Deed of Trust,
Assignment of Rents, Security Agreement, and Fixture Filing and Assignment of Leases and Rents to be
recorded in the Real Property Records of Tarrant County, Texas (such deeds of trusts, together with all
related securny documents, as aSSIgned, are collectIvely calied the "~ecunty Documents"), hereby
consents to the execution of the foregoing Second Amended and Restated Declaration of Covenants,
Restrictions, and Easements for Southlake Town Square ("Declaration") and agrees that the Security
Documents and all other security instruments in favor of the undersigned are, and shall at all times
continue to be, subject, inferior, and subordinate in all respects to the Declaration.
Effective as of the /g day of~...:.d-
,2006.
WELLS FARGO BANK, N.A.,
asJrusteeJoLtheBolders_of_JP_Mor~an_Chase~Commercial_Mortgage-Securities
Corp., Commercial Mortgage Pass-Through Certificates Series 2005-LDP1 (the
"Noteholder") by and through its Master Servicer, Midland Loan Services, Inc.
~:~: ~~rsff; p~5;de^E
STATEOF ~tn4:tS S
COUNTY OF ,jo ~f\CD(\ ~
nt was acknowledged before mV'n fur, I ~ day of J1d (1 ((' J'-., 2006, by
Ci Ll: , ~r:t:. of Wells Fargo Bank, N.A. as
Trustee for the Holders 0 JP Morgan Chase Commercial Mortgage Securities Corp., Commercial
Mortgage Pass-Through Certificates Series 2005-LDP1 (the "Noteholder") by a -tl.!r..Qygh its Master
Servicer, Midland Loan Services, Inc., on behalf of said national association. --,
JUNE E. CHO
NOTARY PUBLIC. State /f)apsas
0/\\ b
My Appt. Expo I ~
~i1.s:Z6_1B
CONSENT AND SUDORDINATION (V,'LLLS fARGO)
RA TTIKIN TITLE CO
201 MAIN STREET
#800
FT WORTH TX. 76102
Submitter: RA TTIKIN TITLE CO
SUZANNE HENDERSON
TARRANT COUNTY CLERK
TARRANT COUNTY COURTHOUSE
100 WEST WEATHERFORD
FORT WORTH, TX 76196-0401
DO NOT DESTROY
WARNING - THIS IS PART OF THE OFFICIAL RECORD.
Filed For Registration: 10/25/200610:18 AM
Instrument #: 0206334031
OPR 57 PGS $236.00
Ijy:
. 111111111111111111111111111111111111111111111111111111111111
0206334031
ANY PROVISION WHICH RESTRICTS THE SALE, RENTAL OR USE'
OF THE DESCRIBED REAL PROPERTY BECAUSE OF COLOR OR
RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW.