.. .. .. 1& ESSElTE MADE IN U.SA. NO. FM310 ,• ,.. " .• • '. ' .' ... .JOWLES 􀀦􀁔􀁈􀁏􀁍􀁐􀁓􀁏􀁾􀀧􀀠A ProfeHional Corporation ATTORNEYS AN'D COUNSELORS JOHNM.Hll.l. 214.612.2170 .JHILI..@COW\..ESTHOMPSON.COM JanuaI)' 21, 2002 Ms. Carmen Moran City SecretaI)' Town of Addison P.O. Box 9010 Addison, TX 75001-9010 RE: Special Warranty Deed Dear Carmen: Enclosed please find for filing in the Town's records a Special Warranty Deed from· Crescent Real Estate Equities Limited Partnership to the Town. This Deed concerns a tract of land which the Town acquired in connection with the improvements to South Quorum. The City will be conveying this tract to Farmers Branch pursuant to an agreement with Farmers Branch. Please give me a call ifyou have any questions. VeF'f rs, 􀁾􀁾􀁍􀀺􀀮􀁈􀁩􀁬􀁬􀀠JMHfyjr Enclosure cc: Mr. Jim Pierce Mr. Kenneth Dippel 901 MAIN STREET SUITE 4000 DALLAS, TE''':' DALLAS T Y L E R TEL 214.672,2000 FAX 214.672,2020 WWW.COWlE5THOMP$ON.COM :s.&5g200 SPECIAL WARRANTY DEED 01/02/02 3013190 $2MO Deed CRESCENT REAL EST ATE EQUITIES LIMITED PARTNERSHIP, a Delaware limited partnership ("Grantor"), for and in consideration ofthe sum of$10.00 cash in hand paid by the Town of Addison, Texas ("C'JI'antee"), whose address is 5300 Belt Line Road, Dallas, Texas 75240-7606, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Grantor, has GRANTED, BARGAINED, SOLD, and CONVEYED, and by these presents does GRANT, BARGAIN, SELL, and CONVEY unto Grantee, the real property situated in Dallas County, Texas and described in Exhibit "An attached hereto and made a part hereof for all purposes, together with all and singular the rights, benefits, privileges, easements, tenements, hereditaments, and appurtenances thereon and with all improvements located thereon or in anywise appertaining thereto and any right, title and interest of Grantor in and to adjacent streets, alleys and rights-of-way contiguous and adjacent to the to the centerline thereof. (Said real property, together with ,Gr2.ntor's interest in the rights, benefits, privileges, ease;:nents, tenements, hereditameiits, appurtenances and interests related thereto, being hereinafter referred to as the "Pro.perty"). This conveyance is being made by Grantor and accepted by Grantee subject only to those certain title exceptions and other matters set forth in Exhibit "B" attached hereto and made a part hereof for all purposes, but only to the extent that such exceptions are valid, existing, and, in fact, 􀁾􀁾􀁾􀁾􀀠This conveyance is being made by Grantor and accepted by Grantee subject to taxes for the year 1999, payment ofwhich Grantee assumes. TO HAVE AND TO HOLD the Property, together with, all and singular, the rights and appurtenances thereto in anywise belonging, to Grantee and Grantee's successors and assigns forever; and subject only to the exceptions set forth on the attached exhibit "B", Grantor does hereby bind Grantor and Grantor's successors and assigns to warrant and forever defend, all and singular, the Property unto the Grantee and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same, or any part thereof by, through, or under Grantor, but not otherwise. 􀁇􀁒􀁁􀁎􀁔􀁅􀁅􀁁􀁃􀁋􀁎􀁏􀁗􀁌􀁅􀁄􀁇􀁅􀁓􀁁􀁎􀁄􀁁􀁇􀁒􀁅􀁅􀁓􀁔􀁈􀁁􀁔􀁇􀁒􀁁􀁎􀁔􀁏􀁒􀁉􀁓􀁎􀁏􀁔􀁾􀁎􀁇􀁁􀁎􀁄􀀠SPECI FICALLY DISCLAIMS ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER. EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR REPRESENTATIONS AS TO MATTERS OF TITLE (OTHER THAN GRANTOR'S WARRANTY OF TITLE SET FORTH IN THIS SPECIAL WARRANTY DEED), ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITIONS, AVAILABILITY OF ACCESS (SPECIFICALLY MAKING NO WARRANTY OF COMPLIANCE WITH THE REQUIREMENTS OF THE AMERICANS WITH DISABILITIES ACT OF 1990), INGRESS OR EGRESS, OPERATING HISTORY OR DAL,418493.J 30579.55 \ 20D2 00' I 0 3 It 0 \ ) PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY INCLUDING, WITHOUT LIMITATION: (A) THE VALUE, CONDITION, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OF THE PROPERTY; (B) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS INCORPORATED INTO ANY OF THE PROPERTY; AND (C) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OFTHE PROPERTY. GRANTEE AGREES THAT WITH RESPECT TO THE PROPERTY, GRANTEE HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY STATEMENT, REPRESENTATION OR WARRANTY OF GRANTOR OR ANY AGENT OF GRANTOR. BY ACCEPTANCE OF THIS DEED GRANTEE REPRESENTS THAT IT IS A KNOWLEDGEABLE PURCHASER OF REAL EST ATE AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF GRANTEE'S CONTRACTORS, AND THAT GRANTEE HAS CONfiU{:TED SUCH iNSPECTIONS Al'lD INVESTIGATIONS OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND IS RELYING UPON SAME, AND ASSUMES THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY GRANTEE'S INSPECTIONS AND. INVESTIGATIONS. BY ACCEPTANCE OF THIS DEED GRANTEE ACKNOWLEDGES AND AGREES THAT GRANTOR IS CONVEYING AND GRANTEE IS ACCEPTING THE PROPERTY "AS IS, WHERE IS," WITH ALL FAULTS, AND GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE PROPERTY BY GRANTOR, ANY AGENT OF GRANTOR OR ANY THIRD PARTY. GRANTOR IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON. DAL:418493.3 30S79.5S ZOOZ G0 I I 0 3 4 I !, EXECUTED to be effective the t3"!i;.y ofDecember, 2001. GRANTOR: CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP a Delaware limited partnership By: Crescent Real Estate Equities, Ltd., 􀁾􀀠Name: Vice President and Title: Corporate Counsel GRANTEE: TOWN OF ADDISON, TEXAS STATE OF TEXAS § --I §COUNTY OF IllV'V'U.i'}r § This instrument was IWknowledged before me on December d.,{iR, 2001 by "T)mleJ f? 􀁾􀁤􀁬􀁲􀀠-' Vr... 􀁴􀀮􀁸􀁦􀁗􀁾􀀠􀁃􀀼􀁄􀁵􀁾ofCrescent Real Estate Equities, Ltd., General Partner ofCrescent Real Estate Equities Limited Partnership, a Delaware limited partnership on behalf of said partnership. 􀁾􀁂􀁾􀁾NllfYPUbliC:State ofTexas I DALAJ8493.l 30S19.SS 2002 I) 0 I I 0 3 4 2 STATE OF TEXAS § § COUNTY OF /)FlU /15 § This instrument was acknowledged before me on --:Jioo8r<, Ol , 􀁾􀀬KbAi t1J£/t'/;em! ,diet4ltwMc/<. of the Town of Aadison, Texas a municipal corporation, on behalf of said corporat1'On/; 1 􀁋􀁾􀀨􀂣􀀠􀁾􀀨􀁽􀁡􀁴􀁉􀀬􀀻􀁸􀀮􀁊 Notary'PUblc, State of Texas 􀁴􀁾􀀠GAm WAtTON e :::. , '" MY COMMiSSION EXPIRES July 18. 21105 DAlc411l493.3 305J'1.55 )", \ '\ 2002 0aI I a34 3 \ \, \• EXHIBIT nAn LAND See Attached Pages 2 and 3 to this Exhibit "A" 4 2002 () 0 I I 0 3 It It COUNTY oALI.I ROADWAY SOUi OUORUt.4/INWOOO CONNEcnON-PARCEL 4 P.A.RCEL 4 BEINO A 0.6773 AaI'E TRACT or L»0. DEED RECOROS or OAl.l.AS COUNTY. TEXAS; THENCE Al.ONG THE NORTH UNE OF SAID LOT ". BLOCK 1 or WEWNGTQN SOUARE. SOUTH 88 DE::REES 41 MINUTES 19 SECONDS WEST" OISTANCE or 10.6.3 FEET 110 A POINT FOR CORNER L'I'1NG IN THE NORTHEAS· UN!: 0: A 100 rOOT 0 P ok L. CO. RlGHT-or-WAY AccOROtNG TO THE DEED RECOROED IN VOLUIo/E 4617, P"GE 375. DEED RECORDS OF O.<.u.AS COUNTY. TEXAS; THENCE Al.ONG THE NORTHEAST uN( C1F'THE PREVIOUSlY 1o/[N1I0NEJ) '00 'OOT D. P... L. CO. RIGHT-OI'-w"",. NORTH 17 DECREES 01 MINUTES 34 5tCONOS A OISTANCE C1F' 526.5' FEET (ALSO CALl-EO NORTH 17 DEGREES 01 WlNultS 00 S£CONDS 'tIItST " OtSTANCE or 526.67 FEr!) TO A 1/2· IRON ROO L'I'1NG IN THE SOUTH LINE OF' BLOC!< 3.OUORUM WEST ADOIlION AS PR(VlOUSI. Y DESCRIBED: THENCE Al.ONG THE SOU'D4 LJNE C1F' $AI) BLOCK 3. OUORUIA IItST A/JOlll();\l SOUTH 89 DEGREES 27 MINUTtS 36 SECONOS EAST (ALSO CAU.ED SOU'D4 III DEGREES 28 wlNUltS 00 S£CONOS E"ST) A DISTANCE OF 60 4.3 "EEl TO THE POINT C1F' .GII_INC AND CONTAINING APPROlOUATEl.Y 􀀲􀁾􀀱􀀮􀁾􀀱􀀮􀀱􀀵􀀠SOU"RE rtEl OR 0.671.3 "CRES or L.ANO. . EXHIBIT"A" -Page 2 of 3 \ --• • I•· -:3 􀀱􀁾.... :. "0 ' 􀁾􀀬􀀬􀀺..􀁾􀀮􀀠........ > j----_._-----_... _---------' ) • I '-I ,[. -.'••i f i n,a. t'J ... ,... ' .... EXHIBIT .. A" -Page 3 of 3 , C"') o -= 􀁾􀀠o :; '", 0:..'"'" 3: 􀁾􀀠" 􀁾􀀠'" 􀁾􀀠:;;:; 􀁾􀀠.,.:-• = 􀁾• . 􀁾􀁾􀀠'" 􀁾• ...'"􀁾􀀠􀁾􀁩􀁩􀁬􀀠o..!,",,"! 0..11: Co 5 -.• ";. '" 􀁾􀀠" e ;.. r Z ! /IiI.,/;1: " /n EXHIBIT "B" ExceptioDS Recorded and validly existing public utility easements and restrictive covenants ofrecord in the Real Property Records ofDallas County, Texas, including the following: I. Restrictive covenants recorded in Volume 5582, Page 277, Deed Records of Dallas County, Texas. Certain documents recorded in the public records may have language restricting land ownership or use because of race, color, creed, national origin, religion, disabilities, handicap, sex, or fumilial status (called herein "Personal Restrictions"). Federal law prohibits enforcement ofsuch personal restrictions. To the extent such Personal Restrictions are contained in any documents listed as an exception to this Special Warranty Deed, such Personal Restrictions or covenants are omitted from the exception. 2. Easement granted to the City of Addison and City of Farmers Branch by instrument dated July 10, 1973, executed by Stewart Company and recorded in Volume 73142, Page 2053, Deed Records ofDallas County, Texas. 3. Easement granted to the City ofDallas by instrument dated March II, 1983, executed by Vantage Properties, Inc. and recorded in Volume 86128, Page 1555, Deed Records ofDallai County. Texas. DAb1lS493.3 30Si9.SS 200200! 10347 July 13, 2001 Mr. Jim Pierce Town of Addison P.O. Box 9010 Addison, TX 75001-9010 Subject: Quorum Drive Extension Dear Mr. Pierce: City staff has inspected the final construction of Quorum Drive Extension and determined that the construction has been completed in compliance with the requirements of the City of Farmers Branch. In order for the street to be accepted by the City of Farmers Branch is the Quorum Drive Extension rights-of-way needs to be donated and subsequent acceptance ofthe rights-of-way by Farmers Branch City Council resolution. Please call me if you have any questions. Jerome V. Murawski, Jr., P.E. City Engineer g:jvrn/lettersl Addison/Quorum Acceptance City of Farmers Branch PD. Box 819010 Farmers 8ranch. Texas 75381-9010 972/247-3131 linked in Friendship with District of Bassetlaw. England. Garbsen and Schiinebeck. Germany. Intemet URl. .. http://www.ciJarmers-branch.tx.us FaRmeRS BRanCH July 13, 2001 Mr. Jim Pierce Town ofAddison P.O. Box 9010 Addison, TX 75001-9010 Subject: Quormn Drive Extension Dear Mr. Pierce: Regarding the acceptance of Quorum Drive Extension, the construction is completed and acceptable to the City. In order for the street to be accepted by the City of Farmers Branch is the Quorum Drive Extension rights-of-way needs to be donated and subsequent acceptance of the rights-of-way by Farmers Branch City Council resolution. Before staff can recommend acceptance of the rights-of-way, direct access to the street via the railroad crossing is needed. The circuitous route from Farmers Branch through Belt Line Road to the Quormn Drive Extension makes it extremely difficult for public works to access the street for maintenance and it causes significant delays fur public safety personnel to access the street for euforcement of traffic laws and response to emergencies. Please call me ifyou have any questions. Sincerely, Jerome V. Murawski, Jr., P.E. City Engineer g:jvrnllettcrs/Addison/Quorum Acceptance Conditions City of Farmers Branch P.O. Box 819010 Farmers Branch, Texas 75381-9010 972/247-3131 [jnked in Friendship with District of 8assetlew, England, Garbsen and SctIcinebeck, Germany. Internet UAL. .. http://www.cLfarmers-brench.tx.us 􀀭􀀭􀀭􀁾􀀡􀀧􀀡􀀡􀀢􀀡􀀡􀀡􀀡􀁾􀂮Public Works /Engineering 16801 Westgrove. P.O. Box 9010 Addison, Texas 75001-9010 Telephone: 1972) 450·2871 • Fax: 1972) 450.2837 DATE ATTENTION RE, GENTLEMAN: WE ARE SENDING YOU MAttached o Under separate cover via ______the following items: o Shop Drawings I'd-Prints o Plans 0 Samples 0 Specifications 0 ___________________________ o Copy of letter o Change order COPIES DATE NO. DESCRIPTION /1-11-01 /J 􀁾T./I;tL-.t7tri-1 -3 Page 1 of 1 Jim Pierce From: JERRY MURAWSKI [MURAWSKJ@ci.farmers-branch.tx.us] Sent: Wednesday. May 16. 2001 3:09 PM To: jpierce@cLaddi50n.tx.us Subject: Landmark I'm sony that I haven't got back to you about Landmark but b1gger alligators have been chomping at by backsIde. Right nOW I can't accept the stJeet for two reasons. FIrst, the street is built on property on which the City does not have any rights to. Second. we can't get tot eh street for maintenance or enforcement because the IT xing 􀁪􀁳􀁮􀁾􀀠!n. The street is acceptable but we can't accept it yet. I know you have had problems with the railroad. We had some success talking with Dave Evermanj Dallas, Garland, and Northeastern Railroad at 9nj487--8180 in getting the agreement for the IT xing at cambridge Concourse approved. The Work should be completed wlthfn the next 60 days. Jerome V. Murawski, Jr., P.E. City Engineer email: Murawskj@d.farmers-branch.tx.us phone: (972)919-2588 5/17/01 Jim Pierce From: HILL, JOHN [jhill@cowlesthompson.com) Sent: Thursday, February 08, 2001 5:46 PM To: 'jpierce@ci.addison.t.x.us' Cc: DIPPEL, KEN Subject: South Quorum Jim: The agreement with Farmers Branch provides that Addison will convey to FB fee simple title to the area owned by Crescent (Parcel 4, 29,501.15 sf). This conveyance is to take place when Addison acquires fee simple title to Parcel 4. The Crescent agreement provides that Crescent is to convey an easement to Parcel 4 (which Crescent did), and then, upon completion of the Quorum Road 􀁥􀁾􀁴􀁥􀁮􀁳􀁩􀁯􀁮� �􀀠Crescent may convey fee simple title to Parcel 4 to the Town. Completion is defined in Section 3(a) of the Crescent agreement as: (i) dedication and acceptance of the extension by Addison and FB; (ii) no road lien filed; and (iii) delivery of a certificate of final completion from Addison's engineer that prepared the plans for the extension. We will need: 1. something from Addison and FB indicating that the extension has been completed and accepted (do we have a letter, etc. from FB indicating their approval of the road?); 2. A letter from Mike Murphy as the Director of Public Works that, to the best of his knowledge as the Director of Public Works for the Town, no road lien has been filed in connection with the construction of the extension, and the Town is not aware of any road lien being filed; and 3. A certificate of final completion of the extension from the engineer that prepared the plans. Once I have that information, I will forward it on to Crescent and request the execution of a special warranty deed conveying Parcel 4 to Addison. Please give me a call with any questions. John Hill 214-672-2170 1 Jim Pierce From: HILL. JOHN [jhill@cowlesthompson.comj Sent: Wednesday. June 27. 2001 8:30 AM To: 'jpierce@ci.addison.tx.us· Subject: RE: S. Quorum/Farmers Branch Jim--I have mailed copies of the deeds and easements we received on the land in Farmers Branch to John Boyle, the FB city attorney, and I will soon follow up with him on that. John -----Original Message----From: jpierce@ci.addison.tx.us [mailto:jpierce@ci.addison.tx.us] Sent: Tuesday, June 26, 2001 6:04 PM To: jhill@cowlesthompson.com Cc: romurphy@ci.addison.tx.us Subject: S. Quorum/Farmers Branch Are you making progress on getting Farmers Branch to accept the road? Do you need anything from me? Jim Pierce, P.E. Assistant Public Works Director PO Box 9010 Addison, TX 75001-9010 972-450-2879 1 8 􀁁􀁾􀁄􀁗rNsOoFNrtU PUBLIC WORKS DEPARTMENT (972) 450-2871 "'!--_____ 􀀴􀀭􀁾􀁡􀀦􀀦􀁩􀁩􀁩􀁩􀀡® Post Office Box 90lD Addison, Texas 75001-9010 16801 Westgrove June 26, 2001 Mr. John M. Hill Cowles & Thompson 901 Main Street, Suite 4000 Dallas, Texas 75202-3793 Re: Quorum Drive Extension Dear Mr. Hill Our agreement with Crescent Real Estate Equities L.P. states that we need to deliver "a Certificate of Final Completion from the City's Engineer that prepared the plans for the Extension". During the construction phase of the project, the Town of Addison used its own staff, under my direct supervision, to inspect the progress of the road construction, the quality of the work, and to be sure the work was completed in accordance with the approved plans and specifications. The Design Engineer was not involved in the construction phase of the project. The work has been completed in accordance with the plans and specifications and The Town of Addison has accepted the project. Please accept this as the Certificate of Final Completion for the project. Very truly yours, Town ofAddison 􀁾􀁾􀁾􀁾􀀠es C. Pierce, Jr., P.E. sistant Public Works Director cc: Chris Terry, Assistant City Manager Michael E. Murphy, P.E., Director ofPublic Works HP LaserJet 3200se TOALASERJET 3200 invent 9724502837 JUN-26-2001 18:54 Fax Call Report Job Date Time Type Identification Duration Pages Result 600 612612001 18:53:57 Send 92146722020 0:49 1 OK JI.II\Il!26.2001 Mr, Jolm M. Hili 􀁾􀁥􀁳&. Tho-tnp61:1n 90l Main StrI::ct. SUik 4000 Dallu, 'l'CXM 75202-3793 Re: Quorum Drive 􀁾􀁯􀁮􀀠Dear Mr. Hill our 􀁦􀁬􀁩􀁔􀁃􀁦􀀡􀁇􀁬􀁾􀁮􀀮􀁴􀀠\With Cn!1I1!!:ent Rul E3taic 'Squitie.tl L.P. statu that we need to ddiver "a Ct.I'tikalc of Final Compktilm from the Cily'$ Engimler that prepa.red the pJatl.$ for the Exit;nsion·. DutirIg tht:l construction phwIc 01 􀁴􀁨􀁾􀀠project, the 'fown or Addililon oiled its own.naa, Wlder my dked sUpuvi1sion, to Inspect the progre!I3 of the road a:m3lructioo. tllo quality of the wnrk, lind tI;I be ,urt: the weick w;u camptcted in ae;:orda,nee with the appraw:d plms and 􀁾􀁮􀁳􀀮􀀠1'l:I.¢ Design &!gincer ....all unt mVI:I:hk:;d m the conatru.et:tou phue 01 the Pl1Jjcct. The work hu been e.omp1emd:in aeeordv"::e with the pllU'!s and spedilcation& and The Town ofMdiscm bas lIl.ecepted the proJed. Pkue acccpt this Qa the Certificate: or Final C9mpletion for the project. Vtry InIly y(lurJ, cc: ChrisTen)', 􀁾􀁩􀁳􀁴􀁍􀁬City 􀁍􀁾􀀠MiclIael E.. Murphy, PJl,l.M:dcr ofpijhUe WorkJ 06/14/2000 89:41 9722893249 XIT PAVING PAGE 02 I OATS iMMlWlnl􀁾􀂷􀁁􀁃􀁑􀀮􀁒􀁄􀁟􀀠CERTIFICA" • .; OF LIABILITY 􀁉􀁎􀁓􀁕􀁒􀁨􀁉􀀮􀁪􀁃􀁩􀁩􀁩􀁰􀁩􀁾􀁬􀀠06/09/00 HtOOUCf!ft ntiS 􀁃􀁅􀁒􀁮􀁦􀁬􀀡􀀺􀀮􀀧􀀡􀁉􀁟� �􀁉􀀡􀀮􀁉􀁓􀀠ISSUI!P AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON ntE CERTIfICATIl Xndepet1&1nt In.tlranaa Group HOLDIR. ntiS CERTIFICATE DOES NOT AMEND. EXTEND OR 8111 493 Freeway ste. 875 AI.TER TKI! COVERAGE AFFORDED £IV ntE POLICieS BELOW. Dalla" '1'X 75251 INSURERS AFFORDING COVERAGE􀁾􀁨􀁯􀁮􀁥􀀺􀀹􀀷􀀲􀀭􀀲􀀳􀀱􀀭􀁥􀀲􀀷􀀷􀀠RECEIVED JUNJ 3 ?lInn INSu-.iP IN$VASRA:. Ame::isure InlJU.anco Cmrsp1l.rlV MURERB: 􀁘􀁘􀁾􀀠pavinJ k Conat. :Inc.. INSVRBlG:Laz:o;'Y NoS amn P. O. 􀁾􀁃􀀾􀁘􀀠49 3i7 wauA:EAO:,Garlan '1'X 750 9 !N$UilSRE: COVERAGES 􀁔􀁈􀁾􀁾􀀬􀀠I HAVE 􀁾􀁟􀁯􀀠􀁾􀀮􀀠􀁾􀁏􀁒􀁾􀁉􀀢􀀢I r􀀬􀀻􀀬􀀮􀁔􀁊􀀺􀀮􀁾􀀠;'8\)""",... ,JAil 􀁾􀁾􀁾􀁎􀁯􀁴􀁔􀁉􀁏􀁎􀁓OF SUCHIAAY I 􀁾􀀠TliE I . ,,! LIMITS: 􀁾􀁾m TYPO' UJotIT. 51.000:000 i XA ...... urv CPl'132S410 05/31/00 05/31/01 : ...."'MAGIIIAn, 0 .. "", s 50.000 i-P etA......""" rn """,,0 ! "EO' 􀁾. 5.000-.a, I. 1.000.000-, 112.000.000-, "G9 .1.000.000 􀁾POlICY r l 􀁾􀀠n I.OC A 􀁾"",AAtto CA1325409 I 05/31/00 05/31/01 􀁾􀁓􀁬􀁎􀁏􀁌􀁅􀁕􀁍􀁬􀁔􀀠'1,000,000 oW. OWNeD AVTOS -&OEIII.YI'KJI.,IRY • i SCHEDVLel) AuTOS 􀀨􀁐􀁷􀁰􀁴􀁬􀁾􀀩􀀠􀁾HlReaAUTOS BOOM.YINJURy •Jt NON.owNED AVTOS 11'''_ -􀁾"""""Ii!I'fOI_ • =r:U..,UTY • AN'( AUTO --ItA."., •AIJtO ONLY: AGe • EACH' $1.000.000 A :=J ace"" o ctAiMS MADE CU132SUl 05/31/00 05/31/01 .1,000.000 •:;rl vl!OUoTlOLE I $10 000 􀁾􀀠• Wt!I'O(eftS COMPENl!Al1ON AND EMPlOY&RS' UA81l1TY "􀁾􀁾......... • ItC_·1 I om... I I RS: Town of Acidision .. Inwood/South Quorum Ac... -Phase I t.andmark Extension I IN I "N.URSI Lim,"" rlON CUSCEN SKOUlD ANY DF THE ADOW ClESt;RIPEO PolICIES 81 eANC!U.1!O _, 􀁾􀁯􀀠DATI TNI!R:!DI, THE ISSUING INSURER WlI..!.. EHOEAVOI{ TO MAl!.. lLnAY'! WftIT'Tfi.H OOT"" 􀁾􀀠"II:: !..EFt. StlT ,.u.UAI! TO oa &0 tHAU. Crescent Real Estate Equitt•• ;.'0OF -',ND .PO"1'JlE INIIIJRIm,IUI "l!!IT$􀁯􀁾LTD Partnership -£ 777 Main St""et, guit. 2100 Fort 􀁗􀁯􀁾􀁴􀁨􀀠TX 76102-5325 • , ,,,,,,,,,ACORD 26-8 {71871 􀁬􀁉􀁵􀀢􀀱􀁾􀀸􀁂􀀠 nP LaserJet 3100 Pr1nter/Fax/Cop1er/Scanner _eND CONFIRMATION Town of Addison 9724502834 REPORT for Jun-15-00 8:07AM Job Start Time Usage Phone Number or ID Type Pages Mode Status 910 6/15 8:06AM 0'5511: Cowles & Thompson Send .............. 2/2 EC144 Completed .................. "0."", ............... Total 0'55" Pages Sent: 2 Pages Pr1nted: 0 PUBLIC WORKS From: Jim 􀁐􀁩􀁥􀁲􀁾􀀠P.E. Assistant City Engmeer Ph • .., ml4504879 FAX: ml450-2834 jpktct:@dlddilIlO,CLU. Date! 10 -r5' -<.90 16801 Westgrove P.O.Box 9010 ## oC pages {fndudlng 􀁣􀁯􀁶􀁥􀁲􀀩􀀺􀁾􀀠 AddlsoD: TIC 75001-9010 R.: TYt"",d/'S, Q"",,,,,,,, I Cr-.'&rf-:= . I DCallmt 􀀮􀁾􀀠􀁾-...-- .Jurt',I.I 􀁾........ .......... _ ...􀀭􀁾.....-... --.......------. s-􀀿􀁾􀀨􀁩􀁛􀀩􀀠••• J , .-\! " o CRESCENT", Real Estate Equities, l.td. May 1,2000 Mr. James Pierce, Ir. Assistant City Engineer Town of Addison P.O. Box 9010 Addison, Texas 75001-9010 Re: Approval of Roadway, Drainage and Traffic Signal Design Plans Dear Mr. Pierce: This correspondence serves as notice to the Town of Addison that Crescent Real Estate Equities Limited Partnership ("Crescent") approves of the Inwood/South Quorum Access -Phase I Landmark Extension Roadway, Drainage and Traffic Signal Design Plans Dated February 24, 2000. This notice is being provided pursuant to the Agreement executed between Crescent and the Town of Addison Please contact me at (817) 321-1496 if you have any questions regarding this matter. Yours very truly, Alan D. Friedman President of Acquisitions, Development & Private Equity ADF:rr Cc: Daniel E. Smith Mary Jane Broussard 777 Main Street, Suite 2100 • Forl Worth, Tx 􀀷􀀶􀀱􀀰􀀲􀁾􀁓􀀳􀀲􀀵􀂷􀀠Phone: 817/321·2100 Fox 817/321-2000 website: 􀁷􀁷􀁷􀁟􀁃􀁾􀁩􀀭􀁃􀁔􀁥􀁳􀁃􀁥􀁮􀁴􀀮􀀨􀀮􀁯􀁭􀀠 !::>--2-<1().:: ¥M-c 􀁾􀁾􀀭􀂥􀁾􀁣􀁦􀁦􀀡􀁦􀁾􀁾􀀠. 􀁾􀁴􀁌􀀭􀁾􀁾􀁾􀁲􀁶􀁾􀀠::: 􀁗􀁶􀁊􀁾􀁾􀁾􀀧􀁾􀁆􀀠. 􀁾􀁾􀀫􀁩􀁊􀀡􀁉􀁾••• 􀁾􀁾􀀭􀁴􀁩􀁺􀁾􀁾􀀠􀁾􀀠-I , : .. I'.. -,.... ::: i.' 1 -. '-.: .'. -1; ,- , ........-.., . .Jim Z '17'1 220_ 298 Ple.n;e, ;"7 US Postal s • .w:: Receipt for Certified Mail No Insurance Provided, '.-", PUBLIC WORKS DEPARTMENT (972) 45().2871 Post Office Box 9010 Addiaon. Tex.., 75001-9010 16801 Westgrove April 26, 2000 Certified Mail Mr. Steve Cole Crescent Real Estate Equities, Ltd. 8911 MeadowknoU Drive Dallas, TX 75243 Re: Inwood! S.Quorum Access -Phase 1, Landmark Extension Dear Mr. Cole: This is a foUow up to my letter ofMarch 7,2000, which transmitted a set offinal plans to you for the above referenced project, and requested your written approval ofthe plans. Since we have not had a response from you, we assume that you take no exception to the Town of Addison constructing the roadway in the location and in the manner shown on the drawings. Ifthis is incorrect, please notifY me immediately as we intend to begin construction on May 8, 2000. Very truly yours, Town ofAddison es C. Pierce, Jr., P.E. sistant City Engineer cc: Chris Terry, Assistant City Manager Michael E. Murphy, P.E., Director ofPublic Works 4 :UwuuJ/s. 􀁥􀀿􀁾􀀠/t1d tL 􀁾XL.-''-<'I _8_ PUBLIC WORKS DEPARTMENT ('}72) 450-2871ADDisoN 􀁾􀀠® Post Office Box 9010 Addison, Texas 75001-9010 16801 Westgrove March 7, 2000 Mr, Steve Cole Crescent Real Estate Equities, Ltd. 8911 Meadowknoll Drive Dallas, TX 75243 Re: Inwood/South Quorum Access -Phase 1, Landmark Extension Dear Mr. Cole: This is to transmit one set of the final plans for the above referenced project for your review and approval. As you may know, we have the project out for bid and are making every effort to expedite construction ofthe project. Therefure, we would like to have your approval, in writing, as soon as possible. Thank you for your attention to this matter. Please call me at 972-450-2879 ifyou have any questions. Very truly yours, Town ofAddison 􀁾􀁁􀀱􀁦􀁨􀁾􀁾􀀪􀀬􀁇􀁊􀁾􀁾C. Pierce, Jr., P.E. Assistant City Engineer cc: Chris Terry, Assistant City Manager Michael E. Murphy, P.E., Acting Director ofPublic Works Enclosures 􀀧􀀮􀀭􀀺􀁲􀁾􀀭􀁤􀁉􀁓􀀭􀁴􀁦􀁉􀁾􀀠 􀀺􀁾􀁾􀀠/-/3-00 ... 􀁾􀁾􀁾􀂥􀁾􀁾􀀠... 􀁾􀀠􀁾􀁡􀁾􀀠􀁾􀀠􀁴􀁮􀀭􀀡􀁫􀁾􀀠 ... /tJo O:V-V(, 􀁾􀁾a--o 􀁾􀁾􀀠... 􀁾􀀧􀀭􀀱􀀭􀁖􀀭􀁾􀁾CP-f-s 􀁾􀁾􀁴􀁾􀀮􀀠􀀨􀁊􀁾􀀠:.• 1 􀁾􀁉􀀠􀀫􀀭􀀭􀁾􀁾􀁾􀁾􀀠Va-UJ5-, :!. 􀀵􀁶􀁾􀀠􀁾􀁾􀁍􀀭􀁉􀁊􀁾􀂷􀀠􀁴􀁊􀁾􀀮􀀠j 􀁾􀀭􀁴􀁾􀁲􀀬􀁲􀀠.•• 􀀨􀀨􀁾􀀠􀁾􀀠!Jf! 2-) 4-rq 1-h/23 ,. PUBLIC WORKS DEPARTMENT (972) 450-287l ii!!oiiiiiii--........ iiioiiiiooi.® Post Office Box 9010 Addison, Texa 15001-.9010 16801 Westgrove January 4, 2000 Mr. Steve Cole Crescent Real Estate Equities, Ltd. 8911 MeadowknoU Drive Dallas, TX 75243 Re: Driveway Access to InwoodlS.Quorum Project Dear Mr. Cole: •I have enclosed one set ofplans (approximately 80% complete) for the subject project that I would like you to mark up to show where you would like driveways located for the roadway adjacent to your property. Ifyou would just mark up a copy ofsheets 7 and 8 (attached) and send them back to me, I will have the locations puLon the plans. Ifyou have any other comments on the plans, please let me know. Please give me a call at 972-450-2871 ifyou have any questions concerning this matter. Very truly yours, , Town of Addison 􀁾􀁾􀀺􀁦􀀺􀀻􀁲􀀠Assistant City Engineer cc: Chris Terry, Assistant City Manager lohn Baumgartner, P.E., Director ofPublic Works Enclosure 20WLES &THOMPSON A Professional Corporation ATTORNEYS AND COUNSELORS ROBERT G. BUCHANAN. JR. 2t4,6'12.z139 B5UCHANAN@COWLE$THOMPSON.COM August 20, 1999 Mr. John Baumgartner Town ofAddison P. O. Box 9010 Addison, Texas 75001-9010 Re: Town ofAddison/Crescent Real Estate Equities Limited Partnership (Quorum Road Extension) Dear John: Enclosed please find a fully executed original of the Agreement between the Town and Crescent Real Estate Equities Limited Partnership regarding the Quorum Road extension. Sincerely, 􀁉􀁾􀁊􀁏􀀯􀁊􀁕􀀱􀁾􀀠Robert G. Buchanan, Jr. RGB:wn Enclosure 901 MAIN STREET SUITE 4000 DALLAS, tEXAS 15202.:3793 o ALL A S T Y L E R McKINNEY TEL 214,6-12.2000 FAX 214.672,2020 i' ,, STATE OF TEXAS § § AGREEMENT COUNTY OF DALLAS § nns AGREEMENT ("Agreement") is entered into this ''l..!f--day 􀁯􀁦􀁾􀀹􀀹􀀹􀀠(the "Effective Date") by and between the Town ofAddison, Texas (the "City") and . Crescent Real Estate Equities Limited Partnership ("Crescent"), a Delaware limited partnership. RECITALS: 1. Crescent owns that certain tract ofland (the "Crescent Tract") located primarily in the City and which is more particularly described in Exhibit "A" attached hereto. 2. As set forth in the City's Thoroughfare Plan, the City anticipates and is in the process ofacquiring right-of-way for the purpose ofextending the Quorum Drive area in a southerly and easterly direction as set forth generally on the Site Plan (herein so called) set forth on the attached Exhibit "B". Part ofsuch Quorum Drive extension includes a portion ofthe Crescent Tract, which portion is more particularly described on the attached Exhibit "C" (the "Property"). The Property is also visually depicted on the SitePlao. 3. Crescent desires to convey an easement (the "Easement") in the Property to the City to facilitate the extension ofthe Qnorum Drive area by the City upon satisfaction ofthe terms and conditions contained herein. Upon Completion (hereafter defined) ofthe construction ofthe Extension (hereafter defined) Crescent may convey fee title to the Property to the City as set forth herein. NOW, THEREFORE, for and in consideration ofthe mutual covenants and obligations set forth herein, the benefits flowing to each ofthe parties hereto, and other good and valuable consideration, the City and Crescent do hereby contract and agree as follows: Section 1. Incorporation of Recitals. The above and foregoing recitals are true and correct and are incorporated herein and made a part hereoffor all purposes. Section 2. ConveYance of Easement. Crescent agrees to convey to the City the easement in the Property upon satisfaction ofthe Conditions Precedent set furth in Section 7 hereof. The conveyance ofthe Easement shall be by easement instrument, in the form attached hereto as Exhibit "D" (the" Easement Agreement''). Crescent shall convey good and indefeasible title to the Easement in the Property, subject only to recorded and validly existing public utility easements, restrictive covenants and DAL:253162.2 -1 !.l!09 · , '., contractual liens (ifsubordinated to the Easement) ofrecord in the Real Property Records ofDallas County, Texas (the "Permitted Exceptions"). A Title Commitment. The City, at its expense, may obtain a commitment for title insurance (the "Title Commitment") for the Easement issued by Hexter-Fair Title Company, 8333 Douglas Avenue, Suite 130, Dallas, Texas 75225 (the "Title Company"), along with copies ofthe instruments that create or evidence all title exceptions thereto. B. Survey. Should the City desire to obtain a survey ofthe Property, such survey shall be at the City's sole expense. C. Title Policy. The City, at it's sole cost and expense, shall have the right to obtain a standard Texas owner's policy oftitle insurance (the ''Title Policy") insuring title to the Easement. Crescent shall not be required to pay for any expenses in connection with the Title Policy or in issuing the Title Commitment or the Surveyor have any obligation to cause any exception to be removed from the Title Commitment or or the Title Policy other than contractual liens or mechanics liens (other than any Road Lien) placed by Crescent (excluding taxes for the year ofClosing). D. Inspection Obligations. City and City's contractors shall: (a) not disturb any tenants ofthe Property or the Crescent Tract; (b) not damage any part ofthe Property or the Crescent Tract; (c) not injure or otherwise cause bodily harm to Crescent, its agents, contractors, employees or tenants; (d) maintain general liability (occurrence) insurance in terms and amounts satisfactory to Crescent covering any accident arising in connection with the presence ofCity, its agents and representatives (including but not limited to the Contractor) on the Property or the Crescent Tract; (e) promptly pay when due the costs ofall tests, investigations, and examinations done with regard to the Property; (f) not permit any liens to attach to the Property or the Crescent Tract by reason ofthe exercise ofits rights hereunder; and (g) restore the surface ofthe Property to the condition in which the same was found before any permitted inspection or tests were undertaken. City indemnifies and holds Crescent harmless from and against any and all liens, claims, causes ofaction, damages and expenses (including reasonable attorneys' fees) asserted against or incurred by Crescent arising out of any violation ofthe provisions ofthis Section. The obligations ofCity created pursuant to this Section are called "City's Irumection Obligations". Notwithstanding any provision ofthis Agreement to the contrary, neither Closing (hereafter defined) nor termination ofthis Agreement or the Easement Agreement shall terminate the City's Inspection Obligations. ' Section 3. Road Construction and Zoning Change. (a) Road Construction. The City shall cause the extension ofQuorum Road (the "Extension'') to be constructed on the Property in the approximate location set forth on the Site Plan and in accordance with plans approved by Crescent, which approval shall not be unreasonably withheld or delayed. Crescent shall not be liable for any costs associated with the construction ofthe Extension. Prior to commencing construction of DAL'2S3162.2 -2!.BOO , " the Extension, the City shall (i) obtain all permits and approvals from each governmental entity having jurisdiction over the construction ofthe Extension, including but not limited to the City ofFarmers Branch; (ii) obtain the agreement ofthe contractor ("Contractor'') constructing the Extension to obtain and keep in force a policy or policies ofinsurance having the coverages listed on the attached Exhibit "E" listing Crescent as an additional insured thereunder. The City shall cause construction ofthe Extension to be completed on or before December 31, 2001, in accordance with the general guidelines set forth on the Site Plan (including the placement or curb cuts as indicated on the Site Plan) and all governmental rules and regulations. The City shall not permit or suffer any mechanics or materialmans lien (collectively, "Road Lien") be placed on the Property or the Crescent Tract as a result ofthe construction ofthe Extension or otherwise and shall immediately cause the same to be released upon filing ofany such lien. Crescent shall afford the City and its contractor access to the Property during the construction ofthe Extension for so long as no default exists hereunder. As used herein, "Completion" shall mean (i) dedication and acceptance ofthe Extension by the City and City ofFarmers Branch as applicable; (ii) no Road Lien filed; and (iii) delivery ofa certificate of final completion from City's engineer that prepared the plans for the Extension. In the event Completion ofthe Extension does not occur by December 31,2001, Crescent shall be entitled to terminate the Easement Agreement. Upon termination ofthe Easement Agreement, the City, at its sole cost, shall restore the Property to its original condition as ofthe Effective Date. (b) Zoning. The City acknowledges that upon construction ofthe Extension, Crescent shall have satisfied requirement no. 1 applicable to Stage II, as set forth in Section 3 of Ordinance No. 085-001, passed by the City Council ofthe City on January 8, 1985. (c) Environmental. As additional consideration for the transaction contemplated herein, City agrees that it will provide to Crescent inunediately following the receipt ofsame by City copies of any and all reports, tests or studies involving Hazardous Materials (hereafter defined) on, under or at the Property which reports, tests or studies shall be addressed to both Crescent and City at no cost to Crescent; provided, however, City shall have no obligation to cause any such tests or studies to be performed on the Property. In the event that such reports, tests or studies indicate the existence or reasonable potential existence ofany Hazardous Materials on, under or at the Property, Crescent may terminate this Agreement by giving written notice to the City within ten (10) business days after City delivers copies ofsuch reports, tests or studies to Crescent. Upon such termination neither Crescent nor City shall have any further rights or obligations pursuant to this Agreement except for the City's Inspection Obligations which shall continue until fully performed. The term "Hazardous Materials" shall refer to all materials and substances which are defined as such in (or for purposes of) the Comprehensive Environmental Response, Compensation and Liability Act, any so called "superfund" or "superlien" law, the Toxic Substance Control Act, or any federal, state or local statute, ordinance, code, rule, regulations, order or decree regulating, relating to, or imposing liability or standards ofconduct concerning any hazardous, toxic or dangerous DAL:2S3262.2 -3 1.!I09 · , 'waste, substance or material, as now or at any time hereinafter in effect and any other hazardous, toxic or dangerous waste, substance or material. (d) Release and Indemnity. City releases, indemnifies and holds Crescent harmless from all claims, causes ofaction and expenses (including those asserted against or incurred by Crescent) which arise out ofor relate to the presence, generation, treatment or disposition ofHazardous Materials on, under or at the Property provided the presence ofthe Hazardous Materials is a result ofevents, acts or failures to act occuring on or,after the Closing Date. The City shall (and shall cause the Contractor to also) indemnify and hold Crescent harmless from all claims, causes ofaction and expenses (including those asserted against or incurred by Crescent) which arise out ofor relate to the construction of the Extension or any activities in relation thereto or any Road Lien. The obligations of this Section shall survive the Closing or earlier termination ofthis Agreement Agreement or the Easement Agreement ' Section 4. Representations and Warranties ofthe City. The City represents and warrants to Crescent as follows: A. Organization. The City is a municipal corporation duly organized and validly existing under the laws ofthe state ofTexas, duly qualified to carry on its business in the state ofTexas. B. Power and Authority. The City has all requisite power and authority. to enter into this Agreement, and to perform its obligations under this Agreement The execution, deli very, and performance ofthis Agreement and the transactions described in this Agreement have been duly and validly authorized by all requisite action on the part ofthe City. The execution, delivery, and performance ofthis Agreement will not violate or be in conflict with any provision ofthe charter ofthe City, or any provision ofany agreement or instrument to which the City is a party or by which the City is bound, or any statute, law, rule, regulation, judgment, decree, order, writ, or injunction applicable to the City. C. Binding Obligation. This Agreement has been duly executed and delivered on behalfofthe City. This Agreement constitutes a legal, valid, and binding obligation ofthe City. City shall deliver to Crescent evidence that this Agreement was approved by the City Council within 15 days after the Effective Date or Crescent may terminate this Agreement upon written notice to City. ,D. Validity at Closing. The representations and warranties ofthe City shall be true on the date ofthe Closing. ! f .CITY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS SET FORTI! IN SECTION 5, CRESCENT IS NOT MAKING AND SPECIFICALLY DISCLAIMS ANY WARRANTIES OR REPRESENTAnONS OF ANY KIND OR CHARACTER, -4 '. EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR REPRESENTATIONS AS TO MATTERS OF TITLE (OTHER THAN CRESCENT'S WARRANTY OF TITLE SET FORTH IN THE EASEMENT AGREEMENT TO BE DELIVERED AT CLOSING, OR, IF APPLICABLE, THE DEED (AS DEFINED IN SECTION 9», ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITIONS, AVAILABILITY OF ACCESS, INGRESS OR EGRESS, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS OR ANY OTHERMATIER OR THING RELATING TO OR AFFECTING THE PROPERTY INCLUDING, WITHOUT LIMITATION; (A) THE VALUE, CONDITION, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OF THE PROPERTY; AND (B) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY. CITY AGREES THAT WITH RESPECT TO THE PROPERTY, CITY HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY STATEMENT, REPRESENTATION OR WARRANTY OF CRESCENT OR ANY AGENT OF CRESCENT. CITY REPRESENTS THAT IT IS A KNOWLEDGEABLE PURCHASER OF REAL ESTATE AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF CITY'S CONTRACTORS, AND THAT CITY WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AND SHALL RELY UPON SAME, AND, UPON CLOSING, SHALL ASSUME THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY CITY'S INSPECTIONS AND INVESTIGATIONS. CITY ACKNOWLEDGES AND AGREES THAT UPON CLOSING, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 5, CRESCENT SHALL SELL AND CONVEY TO CITY AND CITY SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS," WITH ALL FAULTS, AND CITY FURTHER ACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE PROPERTY BY CRESCENT, ANY AGENT OF CRESCENT OR ANY THIRD PARTY. THE TERMS AND CONDITIONS OF TIDS SECTION SHALL EXPRESSLY SURVIVE THE CLOSING AND NOT MERGE THEREIN AND SHALL BE INCORPORATED INTO THE EASEMENT AGREEMENT OR THE DEED. CRESCENT IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITIEN STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED TO HEREIN. Section 5. Representations and Warranties ofCrescent. Crescent represents and warrants to the City the following: DALaS3262.2 1.80'; -5 A. Organization. Crescent is a Delaware limited partnersltip, duly organized and validly existing under the laws ofthe state ofDelaware and duly qualified to transact business in the State ofTexas. B. Power and Authority. Crescent has all requisite power and authority to enter into this Agreement, and to perform its obligations under this Agreement. The execution, delivery, and performance ofthis Agreement will not violate or be in conflict with any provision ofthe organizational documents ofCrescent, or any provision ofany agreement or instrument to which Crescent is bound, or any statute, law, rule, regulation, judgment, decree, order, writ, or injunction applicable to Crescent. C. Binding Obligation. This Agreement has been duly executed and delivered on behalfof Crescent. This Agreement constitutes a legal, valid, and binding obligation of Crescent. Section 6. Conditions to the City's Oblil:ations at Closing. The obligations ofthe City at the Closing are subject to the satisfaction of the following conditions: A. All representations and warranties ofCrescent in this Agreement shall be true in all material respects; B. Crescent shall have performed arid satisfied all covenants and agreements required by this Agreement in all material respects; C. The owners of Segments "A", "B" and "G" depicted on the Site Plan shall have agreed to convey those segments to the City on terms acceptable to the City; and D. The City ofFarmers Branch, Texas, shall have consented to construction ofthe Extension and agreed to dedication ofthe Property and Segments "A", "B" and "G" to the City ofFarmers Branch on terms acceptable to the City. Section 7. Conditions to Crescent's Oblillations at Closing. The obligations ofCrescent at Closing are subject to the satisfaction ofthe following conditions: A. All representations and warranties ofthe City in this Agreement shall be true in all material respects; and B. The City shall have perlormed and satisfied all covenants and agreements required by this Agreement in all material respects. C. The City shall provide evidence reasonably satisfactory to Crescent that either the City or the City ofFarmers Branch has agreed to maintain the Extension, including all Storm Sewers, following Completion. DAL:2.53262,2 -6, ' 1.809 '.. Section 8. Closine. Subject to the satisfaction ofthe conditions ofSections 6 and 7, the closing ("Closing") shall occur on sixty (60) days advance notice from the City (the "Closing Date") provided, however, ifthe Closing has not occurred before December 31, 2000, Crescent may terminate this Agreement upon written notice to City. The Closing shall be held at the offices ofthe Title Company. Section 9. Title Conveyance. Upon Completion ofthe Extension, Crescent may convey fee simple title to the Property to the City upon delivery ofa Special Warranty Deed (the "Deed") in the form attached hereto as Exhibit ''F'' and subject to the Pennitted Exceptions and any Road Lien which has not been previously released. Upon delivery ofthe Deed the Easement Agreement shall terminate. Section lO. Oblieations at Closin2. At Closing, Crescent shall deliver to the Title Company: (1) a duly executed and acknowledged counterpart ofthe Easement Agreement conveying the Easement, subject to the Permitted Exceptions; (2) a "Bills Paid Affidavit" in the form attached hereto as Exhibit uG"; and (3) reasonable evidence ofthe authority ofCrescent to consununate the transactions described herein. At Closing, any escrow fee charged by the Title Company shall be paid solely by City. City shall pay all costs related to the Survey, the Commitment and the Title Policy (including any special endorsements or amendments thereto or any Title Company inspection fees including, without limitation, the modification ofthe "survey exception" to read "shortages is area"). City shall pay the fee for the recording ofthe Easement Agreement. Except as otherwise provided herein, each party shall be responsible for the payment of its own attorney's fees incurred in counection with the transaction which is the subject of this Agreement. In addition, at Closing all real property ad valorem taxes shall be prorated in cash as of the Closing Date. Ifthe ad valorem taxes for the year ofClosing are not known or cannot be reasonably estimated, taxes shall be estimated based on taxes for the year prior to Closing. After the taxes for the year ofClosing are known, adjustments, ifneeded, will be made between the parties. Section 11. Condemnation. If, prior to Closing, any governmental authority or other entity having condemnation authority shall institute an eminent domain proceeding or take any steps preliminary thereto (including the giving ofany direct or indirect notice ofintent to institute such proceedings) with regard to the Property, and the same is not dismissed on or befure ten (10) days prior to Closing, City shall be entitled as its sole remedy to terminate this Agreement upon written notice to Crescent (i) within ten (10) days following notice by Crescent to City ofsuch condemnation. In the event City does not terminate this Agreement pursuant to the preceding sentence, City shall be conclusively deemed to have accepted such condemnation and waives any right to terminate this Agreement as a result thereof. Notwithstanding anything to the contrary herein, herein, ifany eminent domain proceeding is instituted (or notice ofwhich shall be given) solely for the taking ofany subsurface rights for utility easements or for any right-of..way easement, and the surface may, after such taking, be used in substantially the same manner as though such rights had not been taken, City shall not be entitled to terminate DAL:253261.2 -71.809 this Agreement as to any part ofthe Property, but any award resulting therefrom shall be the exclusive property ofProperty upon Closing. Section 12. Entire A&reement and Waiver. This Agreement contains the entire agreement between the parties covering the subject matter. No modifications or amendments shall be valid unless in writing and signed by the parties. A right created under this Agreement may not be waived except in a writing specifically referring to this Agreement and signed by the party waiving the right. Section 13. Notices. Any notice provided or permitted to be given under this Agreement must be in writing and may be served by depositing same in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested; by delivering the same in person to such party; or by telecopy. Notwithstanding the foregoing, notices may also be given by telephonic transmission directly to the party or the party's attorney, as described below, or to the voice mail ofthe party or the party's attorney, provided that such telephonic transmission is followed by sending notice ofthe substance ofthe telephonic transmission via certified or registered mail or overnight mail. Notice given by telephonic transmission shall be effective upon deposit ofthe substance ofthe telephonic transmission in the mail via certified or registered mail (postage prepaid) or overnight delivery service (prepaid). Notice given in accordance herewith shall be effective the date the same is deposited in the mail, delivered, or telecopied. For purposes ofnotice, the addresses ofthe parties shall be as follows: If to City, to: Town ofAddison 5300 Belt Line Road Addison, Texas 75001 Attn: City Manager Fax No: 972-450-7043 Phone No.: 972450-7000 copy to: Bob Buchanan Cowles & Thompson 901 Main Street, Suite 4000 Dallas, Texas 75202 Fax No.: 214-672-2339 Phone No.: 214-672-2139 Ino Crescent: Crescent Real :Estate Equities 777 Main Street Suite 2100 Fort Worth, Texas 76102-5325 Fax No.: (8'ID3)..1-.3000 Attn: Alan Friedman DAL:2S3262.2 -81.809 " •.' 11 ,.,.Phone No.: (fl1h D, 􀀨􀁾􀀬􀀬􀀬􀀦􀀺􀀬􀀬􀀠L. CO, RO,W, 􀁾􀀡..I!!.-. . p, J75) 􀁾􀀠 _,'__' _____•. toil •.______" __,,__,,__,, __,,__,,. ST. LOUIS &: SOUTHWESTERN RAILROAD INWOOD ROAD EXHIBIT "D" EASEMENT STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DALLAS § That Crescent Real Estate Equities Limited Partnership, a Delaware limited partnership, hereinafter termed Grantor, ofthe County of Dallas, State of Texas, for an in consideration of the sum of Ten and nolloo Dollars ($1O.(0) and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, and the further benefits to be derived by remaining property as a result ofprojected public improvements, does hereby dedicate, grant and convey to the Town ofAddison, Texas, hereinafter termed Grantee, ofthe County of Dallas, State of Texas a perpetual easement for the passage of vehicular and pedestrian traffic, together with the customary uses attendant thereto, including drainage and utilities, in, under, over, along and , across the following described property: SEE ATTACHED EXIDBIT A Said easement is for the purpose of constructing, operating, repamng, reconstructing and perpetually maintaining a public trafficway for the passage of vehicular and pedestrian traffic, including the right to make the improvements on such grade and according to such plans and specification as will, in its opinion, best serve the public purpose. Grantee, its employees, agents, and licensees shall at all times have the right and privilege to access the perpetual easement described hereinabove. The consideration given by Grantee shall be considered full compensation for the easement and for any diminution in value that may result to remaining property by virtue of project proximity thereto, grade alignment, utility installation, or the alteration of drainage patterns and facilities. To have and to hold the above-described easement, together with all and singular the rights and hereditaments thereunto in anywise belonging unto the Grantee, it successors and assigns for the purposes of the easement herein granted; provided, however, this easement is subject to the terms of that certain Agreement of even date herewith herewith between Grantor and Grantee. And, subject only to recorded and validly existing public utility easements, restrictive covenants and other matters ofrecord in the Real Property Records of Dallas County, Texas, Grantor hereby binds itself, its heirs, executors, agents and assigns to warrant and defend all and singular the above described easement and rights unto the Grantee, its successors and assigns, against every person whosoever lawfully claiming or to claim the same or any part thereof by through or under Grantor but not otherwise. PA!,,253587,3 30$79,15 Nothing in this easement shall be construed as a waiver by Grantee of any utility connection charge or charges imposed by ordinance or Charter of the Town of Addison, Texas. Notwithstanding anything to the contrary contained herein, in the event construction of the trafficway and related improvements described above has not been completed by December 31, 2001, Grantor shall have the right to terminate this easement by giving written notice of termination to Grantee, if the written notice of termination is given on or before January 31, 2002. Executed this __ day of August, 1999. GRANTOR: CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP a Delaware limited partnership By: Crescent Real Estate Equities, Ltd., General Partner By:___________ Name:________:--___ Title:____________ STATE OF TEXAS § § COUNTY OF TARRANT § This instrument was acknowledged before me on August _, 1999, by -=c----:;-::::-----:::--::' ofCrescent Real Estate Equities, Ltd., General Partner of Crescent Real Estate Equities Limited Partnership, a Delaware limited partnership on behalf of said partnership. Notary Public, State of Texas DAL:253581.3 30519.15 ·. EXHIBIT "E" 􀁃􀁏􀁎􀁔􀁒􀁁􀁃􀁔􀁏􀁒􀁾􀁉􀁎􀁓􀁕􀁒􀁁􀁎􀁃􀁅􀀠1. Coverages. Contractor will, at its sole cost and expense, maintain in effect at all times during the term of this Agreement and as otherwise required hereunder, the following insurance coverages with limits of not less than those set forth below. (a) Employee Insurance. Coverage Minimum Amounts and Limits Worker's Compensation $500,000 Employer's Claim $1,000,000 The policy will include a waiver of subrogation in favor of Crescent on endorsements form WC 429394 (Texas only) or ISO form WC 000313 (all other States). (b) Liability Insurance. Coverage Minimum Amounts and Limits Commercial General Liability $1,000,000 combined single limits per occurrence respect to each location This policy will be on form ISO CG 00011093 or ISO CG 0001 0695 and contain (i) an endorsement including Crescent as "additional insured" using ISO form CG 20101093 (modified to include completed operations) or CG 2026 1185, (ii) crossliability and severability of interest endorsements, (iii) a waiver of subrogation in favor of Crescent using ISO form CG 2004 1093, (iv) an aggregate per location endorsement, and (v) a deletion ofcontractual claim exclusions for personal injury and advertising injury liability. (c) Automobile Insurance Coverage Minimum Amounts and Limits Business Automobile Liability $1,000,000 combined single limits per (Occurrence Basis) occurrence with respect to each location I This policy will be a standard form written to cover all owned, hired and nonowned· automobiles owned or operated by Contractor and contain (i) an endorsement including the Crescent as "additional insured", (ii) cross-liability and severability ofinterest endorsements, (iii) a waiver of subrogation in favor of Crescent, and (iv) a statement that this insurance is primary insurance as regards any other insurance carried by Crescent. (d) Umbrella Claim Insurance Coverage Minimum Amounts and Limits Bodily Injuryl $2,000,000 per occurrence Property Damage $2,000,000 aggregate (Occurrence Basis) This policy will be written on an umbrella basis above the coverages described in Paragraphs l(a) through l(d) above and contain (i) an endorsement including Crescent as additional insured, (ii) a waiver of subrogation in favor of Crescent, and (iii) an aggregate per location endorsement. 2. Policies. All policies will be issued by carriers having ratings of Best's Insurance Guide AIVID and/or Standard & Poor Insurance Solvency Review A-, or better, and admitted to engage n the business of insurance in the state or commonwealth in which the Property is lOcated. All policies must be endorsed to be primary with the policies of Crescent being excess, secondary and noncontributing. Any policy or endorsement form other than a form specified in this Exhibit "En must be approved in advance by Crescent. No policy will becanceled, nonrenewed or materially modified without 30 days' prior written notice by insurance carrier to Crescent. Contractor must reinstate any aggregate limit which is reduced below seventy-five (75%) of the limit required by this Agreement because of losses paid. No policy will contain a deductible or self-insured retention in excess of $10,000 without the prior written approval of Crescent. If the forms of policies, endorsements, certificates, or evidence of insurance required by this Exhibit "E" are superseded or discontinued, Crescent will have the right to require each other equivalent or better forms. 3. Evidence of Coverage. Evidence of the insurance coverage required to be maintained by Contractor under this ExhI"it "E" represented by certificates of insurance issued by the insurance carrier(s), must be furnished to the Crescent prior to commencing construction of the Extension and at least thirty (30) days prior to the expiration of the current policies. Such certificates of insurance will specifY the additional insured status as well as the waivers of subrogation. Copies of all endorsements required by this Agreement must accompany the certificates delivered to Crescent. Such certificates of insurance will state the amounts of all deductibles and self-insured retentions and that Crescent will be notified in writing thirty (30) days prior to cancellation, material change, or non-renewal of insurance. If requested in writing by Crescent, Contractor will provide to Crescent a certified copy of any or all insurance pOlicies or endorsements required by this Contract. 2 Document#: 842761 EXHIBIT "F" SPECIAL WARRANTY DEED CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP, a Delaware limited partnership ("Grantor''), fur and in consideration ofthe sum of$10.00 cash in hand paid by the Town ofAddison ("Grantee"), whose address is 5300 Beltline Road, Addison, Texas 75001, and other good and valuable consideration, the receipt and sufficiency ofwhich are hereby acknowledged by Grantor, has GRANTED, BARGAlNED, SOLD, and CONVEYED, and by these presents does GRANT, BARGAIN, SELL, and CONVEY unto Grantee, the real property situated in Dallas County, Texas and described in Exhibit "A;' attached hereto and made a part hereoffor all purposes, together with all and singular the rights, benefits, privileges, easements, tenements, hereditaments, and appurtenances thereon and with all improvements located thereon or in anywise appertaining thereto and any right, title and interest of Grantor in and to adjacent streets, alleys and rights-of-way contiguons and adjacent to the to the centerline thereo£ (Said real property, together with Grantor's interest in the rights, benefits, privileges, easements, tenements, hereditaments, appurtenances and interests related thereto, being hereinafter referred to as the ·'Property"). This conveyance is being made by Grantor and accepted by Grantee subject only to those certain title exceptions and other matters set forth in Exhibit "B" attached hereto and made a part hereof for all purposes, but only to the extent that such exceptions are valid, existing, and, in fact, affect the Property. This conveyance is being made by Grantor and accepted by Grantee subject to taxes for the year 1999, payment ofwhich Grantee assumes. TO HAVE AND TO HOLD the Property, together with, all and singular, the rights and appurtenances thereto in anywise belonging, to Grantee and Grantee's successors and assigns forever; and subject only to the exceptions set forth on the attached Exhibit "B", Grantor does hereby bind Grantor and Grantor's successors and assigns to warrant and forever defend, all and singular, the Property unto the Grantee and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same, or any part thereof by, through, or under Grantor, but not otherwise. GRANTEE ACKNOWLEDGES AND AGREES THAT GRANTOR IS NOT MAKING AND SPECIFICALLY DISCLAIMS ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER., EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR REPRESENTATIONS AS TO MATTERS OF TITLE (OTHER THAN GRANTOR'S WARRANTY OF TITLE SET FORTH IN TIDS SPECIAL WARRANTY DEED), ZONING, TAX CONSEQUENCES, PI:IYSICAL OR ENVIRONMENTAL CONDITIONS, AVAILABILITY OF ACCESS (SPECIFICALLY MAKING NO WARRANTY OF COMPLIANCE WITH THE REQUIREMENTS OF THE AMERICANS WITH DISABILITIES ACT OF 1990), INGRESS OR EGRESS, OPERATING HISTORY OR DA.L:245107.2 1 30579.15 PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THE PROPERTY INCLUDING, WITHOUT LIMITATION: (A) THE VALUE, CONDITION, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR llSE OR PURPOSE OF THE PROPERTY; (B). THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS INCORPORATED INTO ANY OF THE PROPERTY; AND (C) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY. GRANTEE AGREES THAT WITH RESPECT TO THE PROPERTY, GRANTEE HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY STATEMENT, REPRESENTATION OR WARRANTY OF GRANTOR OR ANY AGENT OF GRANTOR. BY ACCEPTANCE OF THIS DEED GRANTEE REPRESENTS THAT IT IS A KNOWLEDGEABLE PURCHASER OF REAL ESTATE AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF GRANTEE'S CONTRACTORS, AND THAT GRANTEE HAS CONDUCTED SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND AND ENVIRONMENTAL CONDmONS THEREOF, AND IS RELYING UPON SAME, AND ASSUMES THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDmONS, MAY NOT HAVE BEEN REVEALED BY GRANTEE'S INSPECTIONS AND INVESTIGATIONS. BY ACCEPTANCE OF THIS DEED GRANTEE ACKNOWLEDGES AND AGREES THAT GRANTOR IS CONVEYING AND GRANTEE IS ACCEPTING THE PROPERTY "AS IS, WHERE IS," W1m ALL FAULTS, AND GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT mERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE PROPERTY BY GRANTOR, ANY AGENT OF GRANTOR OR ANY THIRD PARTY. GRANTOR IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE PROPERTY FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON. OAL:.245207.2 2 30579.15 EXECUTED ____---', 1999 to be effective the _day of_____-', __. GRANTOR: CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP a Delaware limited partnership By: Crescent Real Estate Equities, Ltd., General Partner By:._________________ Nrune:.___________ Title:'_____________ GRANTEE: TOWN OF ADDISON By:___􀁾______________ Nrune:,_____________ Title:______________ STATE OF TEXAS § § COUNTY OF § This instrument was acknowledged before me on , ---' _________-", ofCrescent Real Estate Equities, Ltd., General Partner ofCrescent Real Estate Equities Limited Partnership, a Delaware limited partnership on behalf ofsaid partnership. Notary Public, State ofTexas OAL:245207.2 3<)5".15 3 STATE OF TEXAS § § COUNTY OF § This instrument was acknowledged before me on , --' _________...,-.,.' __-,-_______ofthe Town ofAddison, a municipal corporation, on behalf ofsaid corporation. Notary Public, State ofTexas DAL:1451il7.l 30m.IS 4 · , EXHIBIT "A" LAND DAL:24S207.2 30579.15 5 ·. EXHIBIT "B" EXCEPTIONS -, DAL:24S207.2 30579.15 6 EXHIBIT "G" GRANTOR'S AFFIDAVIT AFFIDAVIT TO BE SIGNED BY SELLER IN CONNECTION WITH TITLE INSURANCE POLICY TO BE ISSUED STATE OF TEXAS § § KNOW ALL PERSONS BY THESE PRESENTS: COUNTY OF DALLAS § GF No.:::-:-=:-:-:::-__ Hexter-Fair Title Company (the "Title Company") Crescent Real Estate Real Estate Equities Limited Partnership ("Owner") BEFORE ME, the undersigned authority, on this day personally appeared the Owner, which says that: The property referred to herein is briefly described as follows (the "Property"): AS SET FORTH ON EXHIBIT A ATTACHED HERETO AND MADE A PART HEREOF. Owner is making this affidavit as Owner ofthe Property. To Owner's current actual knowledge, Owner's possession of the Property has been peaceable and undisturbed. To Owner's current actual knowledge, there are no proceedings in bankruptcy or receivership pending which involve the Owner as the debtor. To Owner's current actual knowledge, there are no judgments against Owner which encumber the Property. Owner hereby certifies that all ad valorem property taxes ("1998 Taxes") pertaining to the Property fur the yc;ar 1998 have been paid in fulL Owner shall reimburse Title Company for any and all 1998 Taxes and applicable penalties or interest should such amounts be determined to be due and/or unpaid on or prior to the date hereof. Owner has no current actual knowledge ofany paving liens or claims for paving outstanding against the Property, and Owner has signed no petitions and has no current actual knowledge ofany petitions being circulated, for 􀁴􀁨􀁾􀀮􀀠pavement of the streets, alleys or sidewalks adjacent to the Property. 1 DoCWllent t. 8-(::1112 To Owner's current actual knowledge, Owner has not contracted with anyone to construct or install any improvements on the Property. To Owner's current actual knowledge, Owner has not created any lien or other encumbrance securing the payment ofany sum which presently encumbers the Property other than liens securing payment of ad valorem taxes. To Owner's current actual knowledge, Owner has not: (i) entered into any oral or written lease agreements affecting the Property, or (ii) otherwise granted any possessory rights ofany nature whatsoever to any persons which are presently existing. As used herein, Owner's current actual knowledge is limited to the current actual knowledge of William D. Miller and the foregoing representations are made without any investigation or inquiry. This affidavit is made to the Title Company, and is not for the benefit of any other persons or parties. EXECUTED effective as ofthe _ day ofMay, 1999. CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP a Delaware limited partnership By: Crescent Real Estate Equities, Ltd., General Partner By:_________ Name:__________ Title:__________ STATE OF TEXAS § § , ",COUNTY OF ___ § This iustrument was acknowledged before me on • . 1999, =-_-::-:::-__􀀭􀀺􀀭􀀺􀀺􀀺􀀭􀀭􀁟􀁾􀀧􀀠ofCrescent Real Estate Equities, Ltd., General Partner ofCrescent Real Estate Equities Limited Partnership, a Delaware limited partnership on behalfofsaid partnership. Notary Public, State ofTexas 2 􀁾􀁥t. 842772 EXHIBIT "An COUNTY ROADWAY PARCEL DALLAS SOUlH QUORUM/INWOOD 4 -CONNECTION PARCEL 4 BEING A 0.6773 ACRE TRACT OF lANO SITUATED IN lliE CITY OF FARMER! XAS, IN lliE JOSIAH PANCOAST SURVEY, ABSTRACT NO. 1146, AND BEING PART OF LOT 1 AND LOT :i(. t>LV"''' , v. 􀁾􀁊􀁄􀁅􀁒􀁓􀁏􀁎􀀠&: WHITE ADDITlON. AN ADDITlON TO lliE CITY OF FARMERS BRANCH. DALLAS COUNTY. TEXAS. ACCORDING TO lliE PLAT lliEREOF RECORDED IN VOLUME 953, PAGE 895. PLAT RECORDS OF DALLAS COUNTY. TEXAS, AND BElNG PART OF A TRACT OF LAND CONVEYED TO CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP ACCORDING TO lliE DEED RECORDED IN VOLUME 97092. PAGE 02797. DEED RECORDS OF DALLAS COUNTY. TEXAS. AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A 1/2" IRON ROO LYING AT THE SOUlliWEST CORNER OF BLOCK 3. QUORUM ADDITION. AN ADDITION TO lliE TOWN OF ADDISON. DALLAS COUNTY. TEXAS. ACCORDING TO lliE PLAT lliEREOF RECORDED IN VOLUME 79100. PAGE 1895. DEEO RECORDS OF DALLAS COUNTY. TEXAS. AND BElNG lliE SOUlliEAST CORNER OF BLOCK 3. QUORUM WEST ADDITlON. AN ADDITION TO THE TOWN OF ADDISON. DALLAS COUNTY. TEXAS. ACCORDING TO THE PLAT lliEREOF RECORDED IN VOLUME 81005. PAGE 1454. DEED RECORDS OF DALLAS COUNTY. TEXAS. SAID POINT LYING AT THE BEGINNING OF A NON-TANGENT CURVE TO lliE RIGHT HAVING A CENTRAL ANGLE OF 07 DEGREES 26 MINUTES 37 SECONDS. A RADIUS OF 758.0 FEET. A CHORD BEARING OF SOUlli 20 DEGREES 44 MINUTES 53 SECONDS EAST AND A CHORD LENGlli OF 98.41 FEET; lliENCE ALONG SAID CURVE TO lliE RIGHT AN ARC DISTANCE OF 98.48 FEET TO A PDINT FOR CORNER; lliENCE SOUlli 17 DEGREES 01 MINUTES 34 SECONDS EAST A DISTANCE OF 237.60 FEET TO THE BEGINNING OF A TANGENT CURVE TO lliE RIGHT HAVING A CENTRAL ANGLE OF 29 DEGREES 18 MINUTES 29 SECONDS. A RADIUS OF 260.0 FEET. A CHORD BEARING OF SOUlli 02 DEGREES 22 MINUTES 19 SECONDS EAST AND A CHORD LENGlli OF 131.55 FEET; lliENCE ALONG SAID CURVE TO lliE RIGHT AN ARC DISTANCE OF 133.0 FEET TO A POINT FOR CORNER. SAID POINT BEING A POINT OF REVERSE CURVE AND LYING AT THE BEGINNING OF A NON-TANGENT CURVE TO THE THE LEFT HAVING A CENTRAL ANGLE OF 12 DEGREES 31 MINUTES 06 SECONDS. A RADIUS OF 240.0 FEET. A CHORD BEARING OF SOUTH 06 DEGREES 01 MINUTES 22 SECONDS WEST AND A CHORD LENGlli OF 52.33 FEET; THENCE ALONG SAID CURVE TO lliE LEFT AN ARC DISTANCE OF 52.44 FEET TO A POINT FOR CORNER LYING IN lliE NORTH LINE OF LOT 4. BLOCK 1 OF WEWNGTON SQUARE. AN ADDITION TO lliE CITY OF FARMERS BRANCH. DALLAS COUNTY. TEXAS. ACCORDING TO THE PLAT lliEREOF RECORDED IN VOLUME 79206. PAGE 0350. DEED RECORDS OF DALLAS COUNTY. TEXAS; THENCE ALONG lliE NORTH LINE OF SAID LOT 4. BLOCK 1 OF WELLINGTON SQUARE. SOUTH 88 DEGREES 41 MINUTES 19 SECONDS WEST A DISTANCE OF 10.63 FEET TO A POINT FOR CORNER LYING IN lliE NORTHEAST LINE OF A 100 FOOT D. P. &: L CO. RIGHT-OF-WAY ACCORDING TO lliE DEED RECORDED IN VOLUME 4617. PAGE 375, DEED RECORDS OF DALLAS COUNTY. TEXAS; THENCE ALONG lliE NORTHEAST LINE OF lliE PREVIOUSLY MENTIONED 100 FOOT D. P. &: L CO. RIGHT-OF-WAY. NORTH 17 DEGREES 01 MINUTES 34 SECONDS A DISTANCE OF 526.59 FEET (ALSO CALLED NORlli 17 DEGREES 01 MINUTES 00 SECONDS WEST A DISTANCE OF 526.67 FEET) TO A 1/2" IRON ROO LYING IN lliE SOUlli LINE OF BLOCK 3, QUORUM WEST ADDITlON AS PREVIOUSLY DESCRIBED; THENCE ALONG lliE SOUlli LINE OF SAID BLOCK 3. QUORUM WEST ADDITION SOUTH 89 DEGREES 27 MINUTES 36 SECONDS EAST {ALSO CALLED SOUTH 89 DEGREES 28 MINUTES 00 SECONDS EAST} A DISTANCE OF 60.43 FEET TO lliE POINT OF BEGINNING AND CONTAINING APPROXIMATELY 29.501.15 SQUARE FEET OR 0.6773 ACRES OF LAND. . PAGE 1 OF 1 < .':" 􀁾􀀠 SCALE 1" a 100' .--o 50 100 200 .lOG ' .. EXHIBIT "S" COUNTY : DAllAS ROADWAY PARCEL : I ! I I I .'􀁾__N PAGE 1 or 1 .􀁾􀀧􀀢􀀢􀀠". .,....-->v. 'tIIitlO, P. 18ft lIItOC, POINT 􀁾CSt AOOinaH ...,.,. > v, 􀀬􀁾P. 􀁾􀀴􀀤􀁴􀀠0fII:Ia S 69' 27' 36" 60.43' 􀀢􀁾􀀠􀁴􀁯􀁾􀁯􀁲􀀠-&7;.·0/;'" 􀁾􀁾􀀯􀁾􀀠􀁾􀀢􀀧􀁳􀀠􀁳􀀻􀀬􀁾􀀠.... LOT I. BLOI:X I D. P. & L. CO. R.O.W.e\,. 4617. p, J75) " . lor :t tIllXlt 1 􀁾􀁗􀁁􀁩􀀨􀁒􀀠&: SAN. SEw. ESJ.lT. 􀀭􀁾... -P. 2053 􀁾􀀠-', .'. 􀁐􀁪􀁬􀀻􀁾􀁃􀁅􀁌􀀠6-_.._ .... _ ..ST. LOUIS & SOUTHWESTERN RAILROAD INWOOD ROAD I, EXHIBIT "A" COUNTY ROADWAY PARCEL : DALLAS SOUTH 4 QUORUM/INWOOD CONNECTION -PARCEL 4 BEING A 0.6773 ACRE "TRACT OF LAND SIl1JATED IN THE CITY OF FARMERS BRANCH, DAlLAS COUNTY, TEXAS, IN THE JOSIAH PANCOAST SURVEY, ABS"TRACT NO. 1146, AND BEING PART OF LOT 1 AND LOT 2, BLOCK 1 OF ANDERSON & WHITE ADDITION, AN ADDITION TO THE CITY OF FARMERS BRANCH, DAlLAS COUNTY, TEXAS, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 953, PAGE 895, PLAT RECORDS OF DAlLAS COUNTY, TEXAS, AND BEING PART OF A "TRACT OF LAND CONVEYED TO CRESCENT REAL ESTATE EQUI11ES LIMITED PARlNERSHIP ACCORDING TO THE DEED RECORDED IN VOLUME 97092, PAGE 02797, DEED RECORDS OF DALLAS COUNTY, TEXAS, AND BEING MORE PARllCULARLY DESCRIBED AS FOLLOWS; BEGINNING AT A 1/2· IRON ROD LYING AT THE SOUTHWEST CORNER OF BLOCK 3, QUORUM ADDITION, AN ADDmON TO THE TOWN OF ADDISON, DAlLAS COUNTY, TEXAS. ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 79100, PAGE 1895, DEED RECORDS OF DALLAS COUNTY, TEXAS, AND BEING THE SOUTHEAST CORNER OF BLOCK 3, QUORUM WEST ADDITION, AN ADDITION TO THE TOWN OF ADDISON, DAlLAS COUNTY, TEXAS, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 81005, PAGE 1454, DEED RECORDS OF DAlLAS COUNTY, TEXAS, SAID POINT LYING AT THE BEGINNING OF A NON-TANGENT CURVE TO THE RIGHT HAVING A CEN"TRAL ANGLE OF 07 DEGREES 26 MINUTES 37 SECONDS. A RADIUS OF 758.0 FEET, A CHORD BEARING OF SOUTH 20 DEGREES 44 MINUTES 53 SECONDS EAST AND A CHORD LENGTH OF 98.41 FEET; THENCE ALONG SAID CURVE TO THE RIGHT AN ARC DISTANCE OF 98.48 FEET TO A POINT FOR CORNER; THENCE SOUTH 17 DEGREES 01 MINUTES 34 SECONDS EAST A DISTANCE OF 237.60 FEET TO THE BEGINNING OF A TANGENT CURVE TO THE RIGHT HAVING A CEN"TRAL ANGLE OF 29 DEGREES 18 MINUTES 29 SECONDS, A RADIUS OF 260.0 FEET, A CHORD BEARING OF SOUTH 02 DEGREES 22 MINUTES 19 SECONDS EAST AND A CHORD LENGTH OF 131.55 FEET; THENCE ALONG SAID CURVE TO THE RIGHT AN ARC DISTANCE OF 133.0 FEET TO A POINT FOR CORNER, SAID POINT BEING A POINT OF REVERSE CURVE AND LYING AT THE BEGINNING OF A NON-TANGENT CURVE TO THE LEFT HAVING A CEN"TRAL ANGLE OF 12 DEGREES 31 MINUTES 06 SECONDS, A RADIUS OF 240.0 FEET, A CHORD BEARING OF SOUTH 06 DEGREES 01 MINUTES 22 SECONDS WEST AND A CHORD LENGTH OF 52.33 FEET; THENCE ALONG SAID CURVE TO THE LEFT AN ARC DISTANCE OF 52.44 FEET TO A POINT FOR CORNER LYING IN THE NORTH LINE OF LOT 4, BLOCK 1 OF WEWNGTON SQUARE, AN ADDITION TO THE CITY OF FARMERS BRANCH, DALLAS COUNTY, TEXAS, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 79206, PAGE 0350, DEED RECORDS OF DALLAS COUNTY, TEXAS; THENCE ALONG THE NORTH LINE OF SAID LOT 4, BLOCK I OF WELLINGTON SQUARE, SOUTH 88 DEGREES 41 MINUTES 19 SECONDS WEST A DISTANCE OF 10.63 FEET TO A POINT FOR CORNER LYING IN THE NORTHEAST LINE OF A 100 FOOT D. P. &; L CO. RIGHT-OF-WAY ACCORDING TO THE DEED RECORDED IN VOWME 4617, PAGE 375, DEED RECORDS OF DALLAS COUNTY, TEXAS; THENCE ALONG THE NORTHEAST LINE OF THE PREVIOUSLY MENll0NED 100 FOOT D. P. & L CO. RIGHT-OF-WAY, NORTH 17 DEGREES 01 MINUTES 34 SECONDS A DISTANCE OF 526.59 FEET (ALSO CALLED NORTH 17 DEGREES 01 MINUTES 00 SECONDS WEST A DISTANCE OF 526.67 FEET) TO A 1/2" IRON ROD LYING IN THE SOUTH LINE OF BLOCK 3, QUORUM WEST ADDmON AS PREV10USLY DESCRIBED; THENCE ALONG THE SOUTH LINE OF SAID BLOCK 3, QUORUM WEST ADDI110N SOUTH B9 DEGREES 27 MINUTES 36 SECONDS EAST (ALSO CALLED SOUTH B9 DEGREES 2B MINUTES DO SECONDS EAST) A DISTANCE OF 60.43 FEET TO THE POINT OF BEGINNING AND CONTAINING APPROXIMATELY 29,501.15 SQUARE FEET OR 0.6773 ACRES OF LAND. PAGE 1 OF 1 CURVE TABLE OEllA RADIUS I.£l/GlH 􀁾􀁏􀀮􀁏􀁉􀁾􀁘􀀮􀀠.\RING 􀁦􀁾􀀠539, 98.•8'or 26' 37" 91UI'1"-0' S 20"'" E 131.55'29' IS' 29" 133,0' S 02' 22' '9-£2 'OM' S 05' ai' at' W st.J;)'12' ll' os" 240.0'1 5l:.•"· EXHIBIT "8" 􀁾􀀠COUNTY : DALLAS ROADWAY QUOR!1M/INWOOO .-SCALE ,. -,ocr PARCEL : o 50-100 200 lOG --..... ,Y. :ItlOQ, P. I'" DIIi\lIC1' ::.::... WQitUl,!lCS:: AOOIIIOH""'" , POINT BEGINI y, atOM,. P. 􀀱􀀴􀁾􀀠Mtlet S 89' 27' 36" 60.43' 􀁾􀁾􀁾􀀭•. 􀀡􀁏􀁾􀀠Ot: Cir?' 􀁾􀀢􀀠􀀢􀁾􀁾􀁓􀁏􀁎􀀠Qp r"'-'?4tr..: ••• 􀁾􀁾􀀠""'$ 8R41'1Ci, 􀁾􀀠•'. lor t, fUICII: I W D. P. &; L CO. R.O.W. 181 PARCEl 6 (v. 4611. P. 315) ". --.-􀁾􀀮􀀭􀀭..---..--..--ABfSON-'PAGE 1 OF 1 .'.' .. " . ST. LOUIS &; SOUTHWESTERN RAILROAD --.._--.._--.._-_.._-_..---.._-_.._-_.._-_.._-_ .._-_.._-_..---"---"---"---"---"---"------INWOOD ROAD r ""'-;J'\L./IL.fV\ILJ SURVEYOR EXHIBIT "An COUNTY DALLAS ROADWAY SOUlH QUORUM/INWOOD CONNECTION PARCEL 4 PARCEL 4 BEING A 0.6773 ACRE TRACT OF LAND SITUATED IN THE CITY OF FARMERS BRANCH. DAllAS COUNTY. TEXAS. IN THE 􀁾􀁏􀁓􀁉􀁁􀁈􀀠PANCOAST SURVEY, ABSTRACT NO. 1146. AND BEING PART OF LOT 1 AND LOT 2, BLOCK 1 OF ANDERSON &; WHITE ADDIl10N. AN ADDl1l0N TO THE CITY OF" FARMERS BRANCH. DAllAS COUNTY. TEXAS. ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 953. PAGE 895. PLAT RECORDS OF DAllAS COUNTY. TEXAS. AND BEING PART OF A TRACT OF LAND CONVEYED TO CRESCENT REAL ESTATE EQUIl1ES LIMITED PARTNERSHIP ACCORDING TO THE DEED RECORDED IN VOLUME 97092. PAGE 02797. DEED RECORDS OF DAllAS COUNTY. TEXAS. AND BEING MORE PARllCULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A 1/2" IRON ROD LYING AT THE SOUTHWEST CORNER OF BLOCK 3. QUORUM ADDIl10N. AN ADDITiON TO THE TOWN OF ADDISON. DALLAS COUNTY. TEXAS, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 79100. PAGE 1895. DEED RECORDS OF DALLAS COUNTY. TEXAS. AND BEING THE SOUTHEAST CORNER OF" BLOCK 3." QUORUM WEST ADDIl10N. AN ADDI1l0N TO THE TOWN OF ADDISON. DALLAS COUNTY. TEXAS. ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 81005. PAGE 1454. DEED RECORDS OF DALLAS COUNTY. TEXAS, SAID POINT LYING AT THE BEGINNING OF A NON-TANGENT CURVE TO THE RIGHT HAVING A CENTRAL ANGLE OF" 07 DEGREES 26 MINUTES 37 SECONDS. A RADIUS OF 758.0 FEET. A CHORD BEARING OF" SOUTH 20 DEGREES 44 MINUTES 53 SECONDS EAST AND A CHORD LENGTH OF 98.41 FEET; THENCE ALONG SAID CURVE TO THE RIGHT AN ARC DISTANCE OF 98.48 FEET TO A POINT FOR CORNER; THENCE SOUTH 17 DEGREES 01 MINUTES 34 SECONDS EAST A DISTANCE OF" 237.60 FEET TO THE BEGINNING OF A TANGENT CURVE TO THE RIGHT HAVING A CENTRAL ANGLE OF 29 DEGREES 18 MINUTES 29 SECONDS. A RADIUS OF 260.0 FEET. A CHORD BEARING OF SOUTH 02 DEGREES 22 MINUTES 19 SECONDS EAST AND A CHORD LENGTH OF 131.55 FEET; THENCE ALONG SAID CURVE TO THE RIGHT AN ARC DISTANCE OF 133.0 FEET TO A POINT FOR CORNER. SAID POINT BEING A POINT OF REVERSE CURVE AND LYING AT THE BEGINNING OF A NON-TANGENT CURVE TO THE LEFT HAVING A CENTRAL ANGLE OF 12 DEGREES 31 MINUTES 06 SECONDS, A RADIUS OF 240.0 F"ElET. A CHORD BEARING OF SOUTH 06 DEGREES 01 MINUTES 22 SECONDS WEST AND A CHORD LENGTH OF 52.33 FEET; THENCE ALONG SAID CURVE TO THE LEFT AN ARC DISTANCE OF 52.44 FEET TO A POINT FOR CORNER LYING IN THE NORTH LINE OF LOT 4. BLOCK 1 OF WELLINGTON SQUARE. AN ADDIl10N TO THE CITY OF FARMERS BRANCH. DAllAS COUNTY. TEXAS. ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 79206. PAGE 0350. DEED RECORDS OF DALLAS COUNTY, TEXAS; THENCE ALONG THE NORTH LINE OF SAID LOT 4, BLOCK 1 OF WELLINGTON SQUARE. SOUTH 88 DEGREES 41 MINUTES 19 SECONDS WEST A DISTANCE OF 10.63 FEET TO A POINT FOR CORNER LYING IN THE NORTHEAST LINE OF A 100 FOOT D. P. & L CO. RIGHT-OF-WAY ACCORDING TO THE DEED RECORDED IN VOLUME 4617. PAGE 375. DEED RECORDS OF DALLAS COUNTY. TEXAS; THENCE ALONG THE NORTHEAST LINE OF THE PREVIOUSLY MEN1l0NED 100 FOOT D. P. &; L CO. RIGHT-OF"-WAY. NORTH 17 DEGREES 01 MINUTES 34 SECONDS A DISTANCE OF 526.59 F"ElET (ALSO CALLED NORTH 17 DEGREES 01 MINUTES 00 SECONDS WEST A DISTANCE OF 526.67 FEET) TO A 1/2" IRON ROD LYING IN THE SOUTH LINE OF BLOCK 3. QUORUM WEST ADDIl10N AS PREVIOUSLY DESCRIBED; THENCE ALONG THE SOUTH LINE OF SAID BLOCK 3. QUORUM WEST ADDI1l0N SOUTH 89 DEGREES 27 MINUTES 36 SECONDS EAST (ALSO CAWED SOUTH 89 DEGREES 28 MINUTES 00 SECONDS EAST) A DISTANCE OF 60.43 FEET TO THE POINT OF BEGINNING AND CONTAINING APPROXlMATELY 29.501.15 SQUARE FEET OR 0.6773 ACRES OF LAND. . '/itf'l PAGE 1 OF 1 CURVE TABLE DELTA RADIUS LENCTH CHaRlY CHORll.SEJ.RlIotG􀁉􀁾􀁾􀀠,O. "NO !J(t48'07' 26' 37· 98.41"7!S!Ut $: 20' 44' '3-E 29' 18' 29260.0' 1.l3.0' S 02' 22' 1ft £ 131.55' • 2 12' 31' 06S 00' 01' 22'" w240,1)" 52.H' 52.11· SCALE ,. _ '00' . . • • 􀁾􀀠--, o !50 100 200 300 ....... ""''""" ,v. 7ilOQ. P, 1M \)I!lI)CT :::::::::::::::::::::::::.......... -􀁾􀀱􀁉􀁑􀁬􀀬􀁦􀀬􀁴􀁑􀀱􀀧􀁉􀁑􀁉.... . ,V. 1'_ p, 1450+ 0JI1IC1' S 69' 27' 36" 60.43' 􀁾􀀧􀀮􀁾􀁾􀀠10"",, 0..-Ct;;.· •• '.""So.-; OF 􀁆􀀧􀀧􀀧􀀧􀁦􀁩􀁩􀀻􀁩􀁾􀀠.•. ' . ..' ...􀁾.... LOr I, &00( I D. P. &; L. CO. R.O. W. {V. 4£l1. P. 375) li';J LOr ... eLOQ( I M:t..t.H>liJIN SQUARE V. 111:10&, p, 􀁾DROOl P/' 􀁓􀁾􀁴􀁩􀁧􀁮􀀳􀀬􀀠-2 APi a1999 1:45PM COWLES &THOMPSON 214 612 2020 NO. 3134 P 5/19 04/02/89 U:13 􀁆􀁾.. ____ BROWN KcC4RROLL llIoos/oa NO. J1J4 r. 􀁯􀀯􀁬􀁾m. 8. i999 1:45PM 􀁃􀁏􀁗􀁾􀁅􀁓􀀠&THOMPSON 214 672 2020 ______Q4/02/99 12:14 FAX BROWN BcCARROLL 141008/018 . Seetlea3" Roa6 9Si1SIIUE'SIL ne GltJ .viH t:eaJe1De ShOet' "Ptc/em Dr iu tk: P";b' of",r., te be eoll!llld_ ill anId I; iiilb tile speeifieMieea M 􀁟􀀱􀁉􀁬􀀧􀁾􀁬􀁩􀁬􀁡􀁢􀁬􀁥􀀠mllDi, 􀁾Mlliladliu, iB lINer tbtf II. linliu ehum -1ft'; cmren '11111 be eeecpllelllby? l1li1110%1..15.t Seetion4. Bel!J1!l!!lI1JtioDI pd Wamptiy .,ths City· r= Cit)' 'eptllmilS IIIld wammts10 ere-nt iI$ follows; A. O!'l!!!l!i7&!ipn. The City ill a 1II\IIlicipa1 cotpOlatiOl1 duly 0IpDizcd and vali4l.y mirting UDder the laws of= sClIte ofT-. duly qv.Ii!iG 1.0 QIIIIY w its business in the ststc of Texas. B. PQwsr and A!!IbIllilY. The City bas eIlmqllisitc powet aud II\IIhorlty 10 eatetInto this Agreenlent, IU:Id to perlimn lUi oblipti0ll.ll1lllder this AgI:eeInIm!. The execution, delivery. aad performaw;e ofthis 􀁾􀁥􀁜􀁬􀁴III!dthe UIIDI8CIiom \Jesl:ribed ill1his 􀁾􀁴bve 'been duly IIIld validly authoriad 'by all req;uisite 1ICIi0l1 elD the pfllt of the City. The execution, delivery. and pel 􀁦􀀢􀀧􀁾oflbis A,greement wiI1 DOt violate 01' 'be In cOllfl.il:t with any proviBion oCtile charter of the 􀁃􀁾􀀮01' any provision ofany lIglWIIIelDt Ot 􀁾to whleh the City is a party or by which the City is bO'Ulld, or 8II.Y statute, law, rule, n:gulIItion, judgment,. dea:ee, order. writ. elf lIIjuxK:tiQl) applicable to the City. C. Bipdjng Qhljatign. This Ap:I::IneIItb&s heal daly __and deli'Vlll'ed OZI behalf ofthe City. This 􀁁􀁾COllSIitutes akgaJ. VIIIid, andbindins obliption of1be City. City MIl! MJigywCxeom e2dp'i'th"tbi, AfP'!!PPW"2"!lB7E!? DdWtheCjty G1"'!iU witbip dan • !hI EffilcIive Dsgr Cz.rmm: DIp tennjna!s !Bin Am••upgg wripp gm;u tp CiW. D. Ya!jdjty" C!"Iipg. The 􀁾􀀰􀁬􀁉􀁓and wanantIes of1lle City sbaU be we on the date of􀁴􀁨􀁾􀀠Closing. ·4· 􀁁􀁐􀁾􀀠a 1999 1:46PM COWLES & THOMPSON 214 612 2020 NO. 3134 P. '/118 04/02/80 12:14 PAl BIlO!!N ).cCARROLL􀀭􀀭􀀭􀀭􀀭􀀮􀀢􀀮􀀮􀀮􀀮􀀬􀀭􀀭􀀭􀀭􀀢􀁾􀁾􀀭􀀭􀀮􀀭􀀭􀀮i i Sec:tloIl5. BIPn:qpl!Hep' 'lid w'!Tl!I!ti" gf Crnrrnt. Creac:el1t 􀁾_ wauants 10 the City the following: B. l'QlV!t!!lld Authori.lY. Cmceot bas oil requisite power _ authority 10 enter iIIIO Ibis Apement, and to perform its obligations UDder this Agreement The cxecuti(!ll, dI:live:y, ad pcd'ormance of Ibis Apeall.mt will not violate or be in tODfJict with any provi$iI1iOllS 8IId wlUl'lllllics oftile City in this 􀁁􀁾􀁴sball be IrWo ill. aU 􀁾􀁾􀁡􀀡􀁩􀁤􀀠B. !be City sball have pedotmed and satisfied all 􀁾􀁬􀁬􀁩􀁊􀁉􀁬􀀱􀁬􀁉􀀻􀀠and agreemect5 NtjUixcd by 'Ibis Agrea:nent in all matetla1 respecIS. Sedioa 8. Date pI C1mial. Subjeet to tbullm.IluOII ofthc _ditiOllS ofSectiOllS 6 11111:11, the closilii ("("Closing") sball ocwr "IS 6& ..,$ 8I!hlllte! wfttlu 1l111io, &_the City, Islll itt 110 en cat..&en ""'bill damfl,u!!tl""IfT2P eftM oom!ibm esmtaiggl in Wop 6egd Sean1htppfflbs =elgin! pm" mdl', howeyer, jfthe qR'iinp hp pm: er.eurmd Wore DmElPtmr _Dethis A_ent11M!! ymue me lf1 Cjty. Sedio119. Company. "'" of Cmial' The ClosiDg sball be bIIld at thc offices of thc TItle SeetiofllO. O"'iDtiool at CJqsiq At Closing, Crescent sbaD ddivcr to the €itr ntis QvnP'RY: (I)aduly 􀁣􀀺􀁸􀁥􀁣􀁵􀁴􀁥􀁤􀁡􀁵􀁤􀁾􀁳􀁰􀁯􀁥􀁩􀁩􀁬􀁬􀁟􀀧􀁗􀁩􀁩􀁬􀁊􀀠dled:iafemtMeeplllble to the ei!;, " eEl_a 9".,,!lettqftkJlmd COIM)'iDg pidand indefirast'hle title infie siJnp1e to the 􀁒􀁩􀁾I oJ; Way; iee .d...."fEW."', eWe to lIlY III1d all lieDll, CIUIlImbQw:es, 􀁾􀀱􀀡􀁩􀁬􀁩􀁯􀁄􀁳􀀮􀀠 NV. j I 54 r. 􀁾􀁦􀀠1􀁾COWLES & THOMPSON 2H 672 2020APR. 8. 1999 1:48PM 04102/99 12'16 FAI BROlIN IIcCAllllOLL III 009/019 easeUleots, IIBSCiSIiIIleIIts and restricdou eocellpt lc:.,.,bhltilil;) _..".e:l'c8triel'"II eel''res's 9fIN in lb, RaJ frpPatt !'M9gh one 111111 the SIlIDt' instnmIem. .9 r, 1(.1 􀁬􀁾COWLES & THOMPSON 211 672 202UAPI a:999 1:I9PM 􀀰􀀴􀀯􀀰􀀲􀀯􀁐􀁾􀀠1Z:18 FA! 8R01Oli 􀁾􀁃􀁁􀁬􀁬􀁜􀁏􀁌􀁌􀀠1lI012/019 SeeliOD 1!1. EJI!!!!!HS Hd Mtsmyr.y', Fsg. Except as o1herwise provided :in this Asx=enr, all fees. COII$ III1d exptIIISU iD.cunW muego!iat:ing tbis 􀁾or eompletiDg the 􀁾de$Cribed:in tbisAgmmlel1t shall litpai4bythe party iIIeurriDg the fee. cost 􀁯􀁲􀁾􀀮􀀠In the ,vent IPY 1m,.. Kip gut gt thY Amen. lsmp #5 P'djo, hsp;to. !he P9D: PISyailjsg PiV'tY 'ball PlY the !DYi'''irg mty al' remaks "OTIFYI' fiM;, ,n" PPR9 'VJs!'*d or ipcurrcd ip EPIIPF£'1pp with ?lSl ljtiptjgn. AlEn"; 61fhibit A. Ger"t!pst Dessriptiop RMJbitC I¥p'hitP '§yhjhitg. &hiMtF ExhibitG. -10DAl,.;UCl'U UIJ 􀁾􀁖􀀮􀀠JlJ4 1. IJ/IJCOWLES &THOMPSON 214 612 2020m. 8.1999 1:50PM 04/01/90 12:10 FAX EXECUTED by the parties hemo OIl the date .et forth above. TOWN OF ADDISON. TEXAS C'"CENT RfA!· ESTATE E01mTES , I'lelawFe Urnitpl pprtuephip􀁂􀁙􀀺􀁾_____________________ ROll WhiWhead. Chy Manager An:EST: PriptNnme: PrintT41e: • YULE Ii BRIENtBr•••".Poilitla_ • ietliill. -11 􀁃􀁕􀁗􀁬􀁴􀁾􀀠􀁾􀀠􀀧􀁪􀀧􀁊􀁬􀁕􀁍􀁐􀁾􀁕􀁎􀀠WI bn ZUlUAPR. 6. m9 I: bUPM 04/0%199 1%:16 FAX BROWN McCARROLL EXHlBIT"N' , ·12· J1V. Jl.J't ',iV' "" 􀁣􀁯􀁷􀁵􀀻􀁾􀀠&􀁔􀁈􀁕􀁢􀁬􀁲􀁾􀁜􀀡􀁾􀀠m blL LUlUAPt &1999 I􀀺􀁾􀁕􀁐􀁉􀀠04/02/" 12;18 fAI BROWN IIcCA\IUIOLL , ' i ' !, , I 􀁾􀀠! i 1 I ; I , i• I !J.q: I , I ; N\!. j l j4 r. 101 1􀁾􀀠COWLES & THOMPSON 114 bl;': ;':ULUm. 8.l999 150PM 04/02/.9 1:'10 F4X I I EXUIPn'"C" 􀁾􀁕􀀮􀀬􀁊􀁬􀁪􀀴􀀠r. 􀁬􀁬􀁦􀁬􀁾COWLES & TP.OI!PSON 214 672 ZUlUP.PR. 6.1999 1:50PM 04/02/80 12:17 FA! IlROIIN IICCAlU\Oll. lii017/019 ," i t EXHIBIT :»" . ! FoRMQlDml -15 APR &1999 1:50PM COWLES &THOMPSON 214 612 2020 NU. J1J4 f. 􀁗􀁬􀁾􀀠____O_4_IO_2_19_8.__􀀱􀁟􀀲􀁟􀀺􀀱􀁟􀀷􀁾􀁆􀀬􀁕􀁾􀁾____________􀁾􀁂􀁒􀁏􀁗􀁈􀁬􀁣􀁾􀁏􀁕􀀠iii018/019 EXAIQ[r"l" INSURANCE sgmPV -16 NO. 3134 P. 19/!9COWLES & THOMPSON 2H 612 2C20APR. 8. :999 1:51PM 04/02/S8 lZ'11 PAl __-,B!!!RI/lQIIN lIcCAl!ROLt IlJ01S /019 lljXRIJfT "F' PI.AmDDmJ.OPMENT QmpuA OU9!UW LAN'O Rftl'Dilllllll !nEtt" 'smelmlEE 􀁾􀁴􀁬􀁬􀁂􀀠􀁃􀁾􀁬􀀡􀁍􀀧􀁤􀁴􀁴􀁾􀁟IiII! fot!h i! 􀁾􀀱􀁴􀁩􀁴􀁉􀀮􀀠􀁾i&iE JS;ile 􀁁􀁾􀁟􀀠zlir11Wt pgtmang ........ ...:-.•. .", ..... 1'''''....1'RsI&lI,ul l!ulI!!jg, ldi!W311!! IrIttt §ubaSli Iill. .121!!11 􀁬􀀱􀀧􀀹􀁩􀁉􀁬􀁕􀁾􀀠_I;i;I••Lill! .lR.Jiil! Ou:.SCtetkfding 9;19ROO -9 tgtdlpt" (j 19 gD! "Iii gag -I UQQg} L 19p1OOI .. 2(tO,Ogg • 1 nopg), 􀁮􀁣􀁨􀁾􀁉􀁅􀀠􀁉􀁚􀁉􀁾􀀭􀀧􀀠 􀁾􀁾􀁃assnllDIISll1 􀁾􀁾􀀡􀀡􀀽􀁾􀁾􀁾􀁩􀀽􀀺􀁥􀁭􀁥􀁬 "'11111: 1M 􀀱􀁉􀀱􀁾􀁾􀁬􀁯􀁜􀀭􀀮􀁉􀁾􀀠2·2oi1Af!1iII11lI -........I=-Bill 􀁾􀁾􀀮􀁾􀀮􀁉􀀮􀁾􀁬􀁣􀁾􀁾􀀠,,. -Mulllt11mllild!!& 'liP,. a -17 􀁾􀁾􀁯􀀭􀁜􀀠(972) 450-7000 Post Office Box 9010 . 5300 Belt Line Road FAX (972) 450·7043 MEMORANDUM May 18, 1999 To: Ron Whitehead City Manager From: John R. Baumgartner, P.E. Director ofPublic Works Re: South Quorum!Inwood Connection -Crescent Agreement Attached is a proposed agreement between the Town of Addison and Crescent Realty Trust. This agreement details the obligations of the Town of Addison and Crescent Realty Trust as they regard the Town's acquisition of one of the parcels necessary to connect the Wellington CenterlPrinceton area to South Quonun. Staff recommends that the Conncil adopt a resolution authorizing the City Manager to execute the attached agreement. Attachments: 1. Draft Agreement 2. Project Schematic STATE OF TEXAS § § AGREEMENT COUNTY OF DALLAS § TIllS AGREEMENT ("Agreement") is entered into this __ day of April, 1999 (the "Effective Date") by and between the Town of Addison, Texas (the "City") and Crescent Real Estate Equities Limited Partnership ("Crescent"), a Delaware limited partnership. RECITALS: 1. Crescent owns that certain tract ofland (the "Crescent Tract") located primarily in the City and which is more particularly described in Exhibit "A" attached hereto. 2. As set forth in the City's Thorougbfure Plan, the City anticipates and is in the process of acquiring right-of-way for the purpose of extending the Quorum Drive area in a southerly and easterly direction as set forth generally on the Site Plan (berein so called) set forth on the attached Exhibit ''B''. Part of such Quorum Drive extension includes a portion of the property more particularly described on the attached Exhibit "c" (the "Property"). The Property is also visually depicted on the Site Plan. , 3. Crescent desires to convey an easement in the Property to the City to facilitate the extension of the Quorum Drive area by the City upon satisfaction of the terms and conditions contained herein. NOW, TIIEREFORE, for and in consideration of the mutual covenants and obligations set forth herein, the bepefits flowing to each of the parties hereto, and other good and valuable consideration, the City .and Crescent do hereby contract and agree as follows: -Section 1. Incorporation of Recitals. The above and foregoing recitals are true and correct and are incorporated herein and made a part hereof for all purposes. Section 2. Conveyance of Easement. Crescent agrees to convey to the City an easement in the Property upon satisfaction of the Conditions Precedent set furth in Section 7 hereof. The conveyance of the Property shall be by easement instrument, in the form attached hereto as Exhibit "D" (the " Easement Agreement"). Crescent shall convey good and indefeasible title to the easement in the Property, subject only to recorded and validiy existing public utility easements, restrictive covenants and contractual liens (if subordinated to the easement in the Property) of record in the Real Property Records of Dallas County, Texas (the "Permitted Exceptions"). A. Title Commitment. The City, at its expense, may obtain a commitment for title insurance (the "Title Commitment") for the Property issued by Hexter-Fair Title Company, 8333 Douglas Avenue, Suite 130, Dallas, Texas 75225 (the "Title Company"), along with copies of the instruments that create or evidence all title exceptions thereto. -1 B. Survey. Should the City desire to obtain a survey of the Property, such survey shall be at the City's sole expense. C. Title Policy. The City, at it's sole cost and expense, shall have the right to obtain a standard Texas owner's policy of title insurance (the "Title Policy") insuring title to the easement estate in the Property. Crescent shall not be required to pay for any expenses in connection with the Title Policy or in issuing the Title Commitment or the Surveyor have any obligation to cause any exception to be removed from the Title Commitment or the Title Policy other than contractual liens or mechanics liens (other than any Road Lien)·placed by Crescent (excluding taxes for the year ofClosing). D. Inspection Obligations. City and City's contractors shall: (a) not disturb any tenants of the Property or the Crescent Tract; (b) not damage any part of the Property or the Crescent Tract; (c) not injure or otherwise cause bodily harm to Crescent, its agents, contractors, employees or tenants; (d) maintain general liability (occurrence) insurance in terms and amounts satisfactory to Crescent covering any accident arising in cQnnection with the presence ofCity, its agents and representatives (including but not limited to the Contractor) on the Property or the Crescent Tract; (e) promptly pay when due the costs ofall tests, investigations, and examinations done with regard to the Property; (f) not permit any liens to attach to the Property or the Crescent Tract by reason ofthe exercise ofits rights hereunder; and (g) restore the surface ofthe Property to the condition in which the same was found before any permitted inspection or tests were undertaken. City indemnifies and holds Crescent harmless from and against any and all liens, claims, causes of action, damages and expenses (including reasonable attorneys' fees) asserted against or incurred by Crescent arising out ofany violation ofthe provisions ofthis Section. The obligations of City created pursuant to this Section are called "City's Inspection Obligations". Notwithstanding any provision of this Agreement to the contrary, neither Closing (hereafter defined) nor termination ofthis Agreement shall terminate the City's Inspection Obligations. Section 3. Road Construction and Zoning Change. (a) Road Construction. The City shall cause the extension of Quornm Road (the ''Extension'') to be constructed on the Property in the approximate location set forth on the Site Plan. Prior to commencing construction ofthe Extension, the City shall (i) obtain all permits and approvals from each governmental entity having jurisdiction over the construction of the Extension, including but not limited to the City of Farmers Branch; (ii) obtain the agreement of the contractor ("Contractor") constructing the Extension to obtain and keep in force a policy or policies of insurance having the coverages listed on the attached Exhibit ''E'' listing Crescent as an additional insured thereunder. The City shall cause construction of the Extension to be completed on or before December 31, 200 I, in accordance with the general guidelines set forth on the Site Plan (including the placement of curb cuts as indicated on the Site Plan) and all governmental rules and regulations. The City shall not permit or suffer any mechanics or materiaImans lien (collectively, ''Road Lien'') be placed on the Property or the Crescent Tract as a result ofthe construction of the Extension and shall immediately cause the same to be released upon filing of any such lien. Crescent shall afford the City and its contractor access to the • -2 Property during the construction of the Extension for so long as no default exists hereunder. As nsed herein, "Completion" shall mean (i) dedication and acceptance of the Extension by the City and City of Farmers Branch as applicable; (ii) no Road Lien filed; and (iii) delivery of a certificate offinal completion from City's engineer that prepared the plans for the Extension. In the event Completion of the Extension does not occur by December 31,2001, Crescent shall be entitled to terminate the easement. (b) Zoning. The City acknowledges that upon construction of the Extension, Crescent shall have satisfied requirement no. 1 applicable to Stage il, as set forth in Section 3 of Ordinance No. 085-001, passed by the City Council ofthe City on January 8, 1985. (c) EnvironmentaL As additional consideration for the transaction contemplated herein, City agrees that it will provide to Crescent immediately following the receipt of same by City copies of any and all reports, tests or studies involving Hazardous Materials (hereafter defined) on, under or at the Property which reports, tests or studies shall be addressed to both Crescent and City at no cost to Crescent; provided, however, City shall have no obligation to cause any such tests or studies to be performed on the Property. In the event that such reports, tests or studies indicate the existence or reasonable potential existence of any Hazardous Materials on, under or at the Property, Crescent may terminate this Agreement by giving written notice to the City within ten (10) business days after City delivers copies ofsuch reports, tests or studies to Crescent. Upon such termination neither Crescent nor City shall have any further rights or obligations pursuant to this Agreement except for the City's Inspection Obligations which shall continue until fully performed. The term "Hazardous. Materials" shall refer to all materials and substances which are defined as such in (or for purposes of) the Comprehensive Environmental Response, Compensation and Liability Act, any so called "superfund" or "superlien" law, the Toxic Substance Control Act, or any federal, state or local statute, ordinance, code, rule, regulations, order or decree regulating, relating to, or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material, as now or at any time hereinafter in effect and any other hazardous, toxic or dangerous waste, substance or material. (d) Release and Indemnit):. City releases Crescent from all claims, causes of action and expenses which arise out of or relate to the presence, generation, treatment or disposition of Hazardous Materials on, under or at the Property; provided that, the foregoing release is conditioned upon the trnth and accuracy of the representations of Crescent set forth in Section 5(D) below. Further, the foregoing release shall not include any claim that the City may have against Crescent which arises out of or from any claim by any governmental agency or owner of any adjacent property or property in the immediate vicinity alleging damage to adjacent property or property in the immediate vicinity as a result of Hazardous Materials released on, under or from the Property or the Crescent Tract by Crescent, any prior owner or any tenant or other occupant ofthe Property or the Crescent Tract. The City shall (and shall cause the Contractor to also) indemnifY and hold Crescent harmless from all claims, causes of action and expenses (including those asserted against or incurred by Crescent) which arise out of or relate to the construction of the Extension or any activities in relation thereto or any Road Lien. The obligations ofthis Section shall survive the Closing or earlier termination ofthis Agreement. -3􀁾􀀱􀀣􀀻􀀳􀀰􀀲􀀹􀁊􀀱􀀠 Section 4. Representations and Warranties of the City. The City represents and warrants to Crescent as follows: A. Organization. The City is a municipal corporafion duly organized and validly existing under the laws ofthe state of Texas, duly qualified to carry on its business in the state of Texas. B. Power and Authority. The City has all requisite power and authority to enter into this Agreement, and to perform its obligations under this Agreement. The execution, delivery, and performance of this Agreement and the transactions described in this Agreement have been duly and validly authorized by all requisite action on the part of the City. The execution, delivery, and performance ofthis Agreement will not violate or be in conflict with any provision ofthe charter ofthe City, or any provision ofany agreement or instrument to which the City is a party or by which the City is bound, or any statute, law, rule, regulation, judgment, decree, order, writ, or injunction applicable to the City. C. Binding Obligation. This Agreement has been duly executed and delivered on behalf ofthe City. This Agreement constitutes a legal, valid, and binding obligation of the City. City shall deliver to Crescent evidence that this Agreement was approved by the City Council within 15 days after the Effuctive Date or Crescent may terminate this Agreement upon written notice to City. D. Validity at Closing. The representations and warranties of the City shall be true on the date ofthe Closing. CITY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS SET FORTH IN SECTION 5, CRESCENT IS NOT MAKING AND SPECIFICALLY DISCLATh1S ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER EXPRESS OR Th1PLIED, WITII RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LTh1ITED TO, WARRANTIES OR REPRESENTATIONS AS TO MATTERS OF TITLE (OTHER THAN CRESCENT'S WARRANTY OF TITLE SET FORTH IN THE DEED TO BE DELIVERED AT CLOSING), ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDmONS, AVAILABILITY OF ACCESS, INGRESS OR EGRESS, OPERATING mSTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR TIITNG RELATING TO OR AFFECTING THE PROPERTY INCLUDING, WITIIOUT LTh1ITATION: (A) THE VALUE, CONDmON, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OF THE PROPERTY; AND (B) THE MANNER QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY. CITY AGREES THAT WITH RESPECT TO THE PROPERTY, CITY HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY STATEMENT, REPRESENTATION OR WARRANTY OF CRESCENT OR ANY AGENT OF CRESCENT. CITY REPRESENTS THAT IT IS A KNOWLEDGEABLE PURCHASER OF REAL ESTATE AND THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF CITY'S CONTRACTORS, AND THAT CITY WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE -4Doc:umeulll: 801911 PROPERTY, INCLUDING, BUT NOT LOOTED TO, TIIE PHYSICAL AND ENVIRONMENTAL CONDITIONS TIIEREOF, AND SHALL RELY UPON SAME, AND, UPON CWSING, SHALL ASSUME TIIE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LOOTED TO, ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY CITY'S INSPECTIONS AND INVESTIGATIONS. CITY ACKNOWLEDGES AND AGREES THAT UPON CLOSING, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORlli IN SECTION 5, CRESCENT SHALL SELL AND CONVEY TO CITY AND CITY SHALL ACCEPT TIIE PROPERTY "AS IS, WHERE IS," Willi ALL FAULTS, AND CITY FURTIIER ACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR REPRESENTATIONS, COLLATERAL TO OR 'AFFECTING THE PROPERTY BY CRESCENT, ANY AGENT OF CRESCENT OR ANY THIRD PARTY. THE TERMS AND CONDITIONS OF TIllS SECTION SHALL EXPRESSLY SURVIVE TIIE CWSING AND NOT MERGE THEREIN AND SHALL BE INCORPORATED INTO TIIE DEED. CRESCENT IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO TIIE PROPERTY FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPWYEE, SERVANT OR OTIIERPERSON, UNLESS TIIE SAME ARE SPECIFICALLY SET FORlli OR REFERRED TO HEREIN. Section 5. Representations and Warranties of Crescent. Crescent represents and warrants to the City the following: A. Organization. Crescent is a Delaware lirilited partnership, duly organized and validly existing under the laws ofthe state of Delaware and duly qualified to transact business in the State ofTexas. B. Power and Authority. Crescent has all requisite power and authority to enter into this Agreement, and to perform its obligations under this Agreement. The execution, delivery, and performance of this Agreement will not violate or be in conflict with any provision of the organizational documents ofCrescent, or any provision of any agreement or instrument to which Crescent is bound, or any statute, law, rule, regulation, judgment, decree, order, writ, or injunction applicable to Crescent. C. Binding Obligation. This Agreement has has been duly executed and delivered on behalf of Crescent. This Agreement constitutes a legal, valid, and binding obligation of Crescent. D. Environmental. During the period of Crescent's ownership of the Property, Crescent has not used, released or disposed of, and to the best of Crescent's current actual knowledge, no prior owner or current or prior tenant or other occupant of all or any part of the Property or the Crescent Tract have not used, released or disposed of any Hazardous Materials on, from or affecting the Property in any manner that violates any applicable laws. To the best of Crescent's current actual knowledge, no Hazardous Materials are present on or under the Property as a result of the use, release or disposal of Hazardous Materials on or from any property adjacent to the Property or the Crescent Tract. -5􀁾􀁴􀁊􀀺􀀡􀁩􀀰􀀲􀀹􀀳􀀷􀀠 Section 6. Conditions to the City's Obligations at Closing. The obligations of the City at the Closing are subject to the satisfaction ofthe following conditions: A. All representations and warranties of Crescent in this Agreement shall be true in all material respects; B. Crescent shall have performed and satisfied all covenants and agreements required by this Agreement in all material respects; C. The owners of Segments "A", "B" and "G" depicted on the 'Site Plan shall have agreed to convey those segments to the City on terms acceptable to the City; and D. The City of Farmers Branch, Texas, shall have consented to construction of the Extension and agreed to dedication ofthe Property and Segments "A", "B" and "G" to the City ofFarmers Branch on terms acceptable to the City. Section 7. Conditions to Crescent's Obligations at Closing. The obligations of Crescent at Closing are subject to the satisfaction ofthe following conditions: A. All representations and warranties ofthe City in this Agreement shall be true in all material respects; and B. The City shall have performed and satisfied all covenants and agreements required by this Agreement in all material respects. Section 8. Date of Closing. Subject to the satisfaction of the conditions of Sections 6 and 7, the closing ("Closing") shall occur on sixty (60) days advance notice from the City (the "Closing Date") provided, however, if the Closing has not occurred before December 31, 2000, Crescent may terminate this Agreement upon written notice to City. Section 9. Place of Closing. The Closing shall be held at the offices of the Title Company. Section 10. Obligations at Closing. At Closing, Crescent shall deliver to the Title Company: (1) a duly executed and acknowledged counterpart ofthe Easement Agreement conveying good and indefeasible title to the easement in the Property, subject to the Permitted Exceptions; (2) a "Bills Pald Affidavit" in the form attached hereto as Exhibit "G"; and (3) reasonable evidence of the authority of Crescent to consummate the transactions described herein. At Closing, any escrow fee charged by the Title Company shall be paid solely by City. City shall pay all costs related to the Survey, the Commitment and the Title Policy (including any special endorsements or amendments thereto or any Title Company inspection fees including, without limitation, the modification of the "survey exception" to read "shortages is area"). City shall pay the fee for the recording ofthe Easement Agreement. Except as otherwise -6􀁾􀁴􀀮􀀻􀁡􀀰􀀲􀀹􀀱􀀷􀀠 provided herein, each party shall be responsible for the payment of its own attorney's fees incurred in connection with the transaction which is the subject ofthis Agreement. Section 11. Condemnation. If, prior to Closing, any governmental authority or other entity having condemnation authority shall institute an eminent domain proceeding or take any steps preliminary thereto (including the giving of any direct or indirect notice of intent to institute such proceedings) with regard to the Property, and the same is not dismissed on or before ten (10) days prior to Closing, City shall be entitled as its sole remedy to terminste this Agreement upon written notice to Crescent (i) within ten (10) days following notice by Crescent to City of such condemnation. In the event City does not terminate this Agreement pursuant to the preceding sentence, City shall be conclusively deemed to have accepted such condemnation and waives any right to terminate this Agreement as a result thereof. Notwithstanding anything to the contrary herein, if any eminent domain proceeding is instituted (or notice ofwhich shall be given) solely for the taking of any subsurface rights for utility easements or for any right-of-way easement, and the surface may, after such taking, be used in substantially the same manner as though such rights had not been taken, City shall not be entitled to terminate this Agreement as to any part ofthe Property, but any award resulting therefrom shall be the exclusive property of Property upon Closing. Section 12. Entire Agreement and Waiver. This Agreement contains the entire agreement between the parties covering the subject matter. No modifications or amendments shall be valid unless in writing and signed by the parties. A right created under this Agreement may not be waived except in a writing specifically referring to this Agreement and signed by the party waiving the right. Section 13. Notices. Any notice provided or permitted to be given under this Agreement must be in writing and may be served by depositing same in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested; by delivering the same in person to such party; or by telecopy. Notwithstanding the foregoing, notices may also be given by telephonic transmission directly to the party or the party's attomey, as described below, odo the voice mail of the party or the party's attomey, provided that such telephonic transmission is followed by sending notice of the substance of the telephonic transmission via certified or registered mail or overnight mail. Notice given by telephonic transmission shall be effective upon deposit of the substance of the telephonic transmission in the mail via certified or registered mail (postage prepaid) or overnight delivery service (prepaid). Notice given in accordance herewith shall be effective the date the same is deposited in the mail, delivered, or telecopied. For purposes of notice, the addresses of the parties shall be as follows: Ifto City, to: Town ofAddison 5300 Belt Line Road Addison, Texas 75001 Attn: City Manager Fax No:.___􀁾___ Phone No.: ______ -7Do!:lllJ)(Ut II; S0l9J7 copy to: Bob Buchanan Cowles & Thompson 90 I Main Street, Suite 4800 Dallas, Texas 75202 Fax No.: Phone No.: ______ Ifto Crescent: Crescent Real Estate Equities 777 Main Street Suite 2100 Fort Worth, Texas 76102-5325 Fax No.: Phone No.: ______ copy to: Crescent Real Estate Equities 3333 Lee Parkway, Suite 470 Dallas, Texas 75219 Attn: Steve Cole Fax No.: _______ Phone No.: ______ and Brown McCarroll & Oaks Hartline, LLP 300 Crescent Court, Suite 1400 Dallas, Texas 75201 Attn: Ken Pearson Fax No.: (214) 999-6170 Phone No.: (214) 999-6123 Each party may, from time to time, give notice to the other of a change of address to which notice shall be provided. Section 13. Application of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Dallas County, Texas. Section 14. Successors and Assigns; Assignment. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns. No party shall not assign, transfer or otherwise convey this Agreement to any other person or entity without the prior written consent ofthe non-transferring parties. Section 15. Authority of Parties. This Agreement shall become a binding obligation on the parties upon execution by both parties. The parties warrant and represent one to the other that the individual executing this Agreement on behalf ofeach party has full authority to execute this Agreement and bind the party to the same. -8 Section 16. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Section 17. No Limitation of Remedies. In the event Crescent fails to perform its material obligations pursuant to this Agreement for any reason except failure by City to perform hereunder, City shall elect, as its sole remedy, either to (i) terminate this Agreement by giving Crescent timely written notice of such election; or (ii) subject to the further provisions of this Section 17, enforce specific performance. Notwithstanding anything herein to the contrary, City shall be deemed to have elected to terminate this Agreement if City fails to deliver to Crescent written notice of its intent to file a claim or assert a cause of action for specific performance against Crescent in a court having jurisdiction in Dallas County, Texas, on or before ninety (90) days following the Closing Date. Notwithstanding any provision of this Agreement to the contrary: (a) City shall not be entitled to seek to enforce specific performance unless on or before the Closing Date, City satisfies all of conditions set forth in Section 7 hereof City'S remedies shall be limited to those described in this Section 17. Section 18. Time ofEssence. Time is ofthe essence in this Agreement. Section 19. Expenses and Attorney's Fees. Except as otherwise provided in this Agreement, all fees, costs and expenses incurred in negotiating this Agreement or completing the transactions described in this Agreement shall be paid by the party incurring the fee, cost or expense. In the event any litigation arises out ofthis Agreement between the parties hereto, the non-prevailing party shall pay the prevailing party all reasonable attorneys' fees and expenses expended or incurred in connection with such litigation. Section 20. Exhibits. The following attached exhibits are hereby incorporated into this Agreement: ExhibitA. Crescent Tract Description ExhibitB. Site Plan Exhibit C. Property Description ExhibitD. Form ofEasement Agreement Exhibit E. Insurance Schedule ExhibitF. Form of Bills Paid Affidavit -9 EXECUTED by the parties hereto on the date set forth above. TOWN OF ADDISON, TEXAS By. __􀀭􀀽􀁾􀁾􀁾􀁾􀁾􀁾________ Ron Whitehead, City Manager ATTEST: By: 􀁾􀀭􀀭􀁾􀁾􀀭􀀭􀀭􀀽􀁾􀀭􀀭􀀭􀀭􀀭􀀭Carmen Moran, Secretary CRESCENT: CRESCENT REAL ESTATE EQUITlES LIMITED PARTNERSHlP, a Delaware limited partnership By: --::-:c---------Print Name: ______________ Print Title: ____________________ -10 EXIllBIT "A" CRESCENT TRACT 􀁾􀁴􀁊􀀺􀀸􀀰􀀲􀀹􀁬􀀷􀀠 EXHIBIT "B" SITE PLAN Ooc:umeo.! #: 802937 EXIllBIT "C" PROPERTY Documeulll: 8029]7 EXHIBIT "D" FORM OF EASEMENT AGREEMENT EXIllBIT "E" INSURANCE SCHEDULE EXHIBIT "F" Form ofBills Paid Affidavit Ooaunelll 􀀣􀁾􀀠802937 EXHIBIT "D" EASEMENT STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DALLAS § That , hereinafter termed Grantor, of the County of Dallas, State ofTexas, for an in consideration ofthe sum ofTen and no/loo Dollars ($10.00) and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, and the further benefits to be derived by remaining property as a result of projected public improvements, does hereby dedicate, grant and convey to the Town of Addison, Texas, hereinafter termed Grantee, ofthe County ofDallas, State ofTexas a peIpetual easement for the passage of vehicular and pedestrian traffic, together with the customary uses attendant thereto, including drainage and utilities, in. under, over, along and across the following described property: SEE ATTACHED EXHIBIT A Said easement is for the pUIpose of constructing, operating, repatrrng, reconstrocting and peIpetually maintaining a pUblic trafficway for the passage of vehicular and pedestrian traffic, including the right to make the improvements on such grade and according to such plans and specification as will, in its opinion, best serve the public pUIpOse. Grantee, its employees, agents, and licensees shall at all times have the right and privilege to access the peIpetual easement described hereinabove. The consideration given by Grantee shall be considered full compensation for the easement and for any diminution in value that may result to remaining property by virtue of project proximity thereto, grade alignment, utility installation, or the alteration of drainage pattems and facilities. To have and to hold the above-described easement, together with all and singular the rights and hereditaments thereunto in anywise belonging unto the Grantee, its successors and assigns for the pUIposes ofthe easement herein granted. And Grantor hereby biods itself, its heirs, executors, agents and assigns to warrant and defend all and singular the above described easement and rights unto the Grantee, its successors and assigns, against every person whosoever lawfully claiming or to claim the same or any part thereof Nothing in this easement shall be construed as a waiver by Grantee of any connection charge or charges imposed by ordinance or Charter ofthe Town ofAddison, Texas. Notwithstanding anything to the contrary contained herein, in the event constroction of the trafficway and related improvements described above has not been completed by December 31, 2001, Grantor shall have the right to terminate this easement by giving written notice of tennination to Grantee, if the written notice of tennination is given on or before January 31, 2002. EXECUTED this ___day of____-', 1999. By: Name: _____.________ Title: STATE OF TEXAS COUNTY OF DALLAS This instrument was acknowledged before . me on the day of ---:-:-' by _______, on behalfofsaid _____._____ of Notary Public in and for The State of Texas My Commission Expires: -2 CONSENT AND SUBORDINATION BY LIENHOLDER The undersigned, as the holder of lien(s) on the fee simple title to the easement property, consents to the above grant of easement, including the terms and conditions of such grant, and the undersigned subordinates its lien(s) to the rights and interests of the easement, such that a foreclosure ofthe lien(s) will not extinguish the rights and interests ofthe easement. By: Name: _____􀁾_______ Title: STATE OF TEXAS COUNTY OF DALLAS This instrument ________ was , -', on acknowledged by behalfofsaid _before me on the _______, day of of My Commission Expires: NotaIY Public in and for The Stste ofTexas -3 • BILL SHIPP (972) 450-7017 (972) 450-7043 FAX bshipp@ci.addison.tx.us E-mail Town of Addison 5300 Belt Line Road P.O. Box 9010, Addison, Texas 75001-9010 )'2-9'1 􀁾􀀩􀀠􀁾􀁾􀁾􀁾􀁾􀁾􀀮􀀠􀁾􀀮􀁾􀀠 ORDINANCE NO. 085-001 AN ORDINANCE OF THE TOWN OF ADDISON, TEXAS, AMENDING THE COMPREHENSIVE ZONING ORDINANCE, AS HERETOFORF. AMENDED, SO AS TO CHANGE THE ZONING FROM "I-I" INDUSTRIAL TO "PD" PLANNED DEVELOPMENT, LOCATED ON THE WEST SIDE OF 􀁄􀁁􀁌􀁌􀁁􀁾􀀠PARKWAY AND SOUTH OF ITS INTERSECTION WITH QUORUM DRIVE AND BEING MORE PARTICULARLY DESCRIBED IN THE BODY OF THIS ORDINANCE; ON APPI,ICATION FROM JAVATEX CORPORATION, PROVIDING FOR SPECIAI, CONDITIONS; PROVIDING FOR A PENALTY CLAUSE; PROVIDING FOR A SEVERABILITY CLAUSE; AND DECLARING AN EMERGENCY. WHEREAS, application was made to amend the Comprehensive Zoning Ordinance of the Town of Addison, Texas, by making application for the same with the Planning and Zoning Commission of the Town of Addison, Texas, as required by State Statutes and the zoning ordinance of the Town of Addison, Texas, and all the legal requirements, conditions and prerequisites having been complied with, the case having come before the City Council of Addison, Texas, after all legal notices, requirements, conditions and prerequisites having been complied with; and WHEREAS, the City Council of the Town of Addison, Texas, does find that there is a public necessity for the zoning change, that the public demands it, that the public interest clearly requires the amendment, and it is in the best interest of the public at large, the citizens of the Town of Addison, Texas, and helps promote the general welfare and safety of this community, now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE TOWN OF ADDISON, TEXAS: SECTION 1. That the Comprehensive Zoning Ordinance of the Town of Addison, Texas, be, and the same is hereby amended by amending the zoning map of the Town of Addison, Texas, so as to give the hereinafter described property the zoning district classification, to-wit: "PD" Planned Development. Said property being in the Town of Addison, Texas, and being described as follows: BEING a tract or parcel of land situated in the Josiah Pancoast Survey, Abstract No. 1146, Dallas County, Texas and being part of 12.535 acre tract conveyed by W.O. Bankston and Max 1.rilliams to Vantage Properties, Inc., as filed for Record in Volume 80180, Page 324, Deed Records of Dallas County, Texas, and being more particularlydescribed as follows: COMMENCING at a point, said point being on the East line of Dallas Power & Light Company right-of-way (100' .7ide), said point also being the Northwest corner of Lot 4, "Wellington Square", an addition to the City of Farmers Branch, Texas, as recorded in Volume 79206, Page 0350, Plat Records, Dallas County, Texas; THENCE N 88°41'19" W, a distance of 269.71 feet to the POINT OF BEGINNING, said point being on the City Limit Line of Farmers Branch and Addison; . THENCE N 00°19'23" E, along the City Limit Line of Farmers Branch and Addison, a distance of 493.48 feet to a point for corner; THENCE N 89°23'14" E, leaving the City Limit Line of Farmers Branch and Addison, a distance of 687.87 feet to a point for corner, said point being on the West line of the proposed extension of Dallas North Tollway; THENCE S 01°29'30" W, along the West line of the proposed extension of Dallas North Tollway, a distance of 200.26 feet to a point for corner, said point being the point of curvature of a curve to the left having a central angle of 00°46°45", a radius of 964.93 feet and the radius point bears S 88°30'31" E; THENCE SOUTHERLY, along said curve to the left and along the West line of the proposed extension of Dallas North Tollway, an arc distance of 13.12 feet to a point for corner, said point being on a curve to the left having a central angle of 01°36'19", a radius of 1270.92 feet and the radius point bears N 82°23'05" E; THENCE SOUTHEASTERLY, along said curve to the left and along the West line of the proposed extension of Dallas North Tollway, an arc distance of 35.61 feet to a point for corner, said point being on curve to the left having a central angle of 07°53'00", a radius of 959.93 feet and the radius point bears N 88°36'49" E; THENCE SOUTHEASTERLY, along said curve to the left and along the ,\.jest line of the proposed extension of Dallas North Tollway, an arc distance of 132.08 feet to a point for corner; THENCE THENCE S 88°41'19" W, leaving said curve to the left and leaving the West line of the proposed extension of Dallas North Tollway, a distance of 269.32 feet to a point for corner; THENCE S 01"18'41" E, a distance of 104.78 feet to a point for corner; THENCE S 88°41'19" W, a distance of 435.88 feet to the POINT OF BEGINNING and containing 310,224 square feet or 7.1218 acres of land, more or less. SECTION 2. As provided in Planned Development District .Article of the Comprehensive Zoning Ordinance, said property shall be improved in accordance with the development plans which are attached hereto and made a part hereof for all purposes. SECTION 3. The following special conditions are placed on the above described property: I Stage II' 1. Additional access road be developed into the site prior to final approval. 2. The applicant submit engineering plans for the structural support and drainage of the landscaped areas. 3. The applicant submit a complete sprinkler plan to the Landscape Department for their approval. 4. The applicant undertake a utility study and be responsible for the expansion of the wastewater system if necessary. 5. The applicant pay the pro-rata due on this property. 6. The applicant submit a letter of approval from the F.A.A. for the proposed heiRht of the building (138). SECTION 4. All paved areas, permanent drives, streets and drainage structure shall be constructed in accordance with standard Town of Addison specifications adopted for such purpose. SECTION 5. That any person, firm, or corporation violating any of the provisions or terms of this ordinance shall be subject to the same penalty as provided for in the Comprehensive Zoning Ordinance of the City as heretofore amended, and upon conviction shall be punished by a fine not to exceed the sum of Two Hundred Dollars ($200.00) for each offense and that each day such violation shall continue to exist shall constitute a separate offense. SECTION 6. That should any paragraph, sentence, subdivision, clause, phrase or section of this ordinance be adjudged or held to be unconstitutional, illegal or invalid, the same shall not affect the validity of this ordinance as a whole or any part or provisions thereof other than the part so decided to be '/' , invalid, illegal or unconstitutional, and shall not affect the validity of this ordinance as a whole. SECTION 7. Whereas, the above described property requires that it be given the above zoning classification in order to permit its proper development and in order to protect the public interest, comfort and general welfare of the City and creates an urgency and an emergency for the preservation of the public health, safety and welfare and requires that this ordinance shall take effect immediately from and after its passage and publication of the caption as the law in such cases provides. DULY PASSED BY THE CITY COUNCIL OF THE Tmm OF ADDISON, TEXAS, on this the gt1f day of MI"..<:'::----' 1985. 􀁍􀁁􀁾􀀠ATTEST: .:. r ,1< ' -----.-'-Harwood K Smith 8. Partners􀀭􀁾􀀠, i JAVATEX /VVELUI\'GTON PLAZA ; -, I, !in II I i 1m PIau 01 "'" 􀁾􀀬"'Mh C'U.., t .... 151:01 <'1.741\.>SHIi, I" _.-..-, -. -"_. --Harwood K Smith & PartnersII I J JI .;'" . , JAVATEX I WEtLINGTON PLAZAI 1111 Piu:W oIlh1 􀁾􀀩􀁯􀁉􀁑􀁲􀁬􀁦􀀧􀀡􀀠(; f o.u... t.... 15,201 :t141A+imlli I {J6'5 -00I .' . . , :0 II i .11111 I I , .b , 11111 . 􀀮􀁾􀀠0 I !I 1111 . II l-•. J--1111I'-\:'i._ '-, .. TWO WAY I I I II I " 􀁾􀀠= I",0_ r I I I I I W r;' 􀁾􀀠r • H II II' I lAVAl-Ex /WEWNGTON PlAZA Harwood K Smith & Partners •'J.;.. "" ......... --........ O°/" 00 I01Ol!... Tnu1S:rof 71.7""S:HI1 􀁾􀀠':i) _ <>" 0 i5 c l􀁾􀀠􀁾􀀮􀀠 ?,i, 􀁾􀀺􀀠I " Harwood K Smith &Partners JAVAlEX I WEWNGTON PLAZA 􀁾....... 􀁾􀀠" , 1,,1 lliIl ,.'• I ID ' ,􀁾􀀠"'I'.• , : 1'= , 1 : , r=: ,, "'++ :,""L::J E ' JAVATEX I WEWNGTON PLAZA, Harwood K Smith & Partners 1111 PIaD ". "'" Amlo1eM ,."... Ollila•• T...n 􀀷􀁾􀀺􀁊􀀰􀀱􀀠􀁾􀀧􀀱􀀢􀀢􀀤􀁾􀁬􀀠 11 I , , 􀁾􀀠􀁾􀀠􀁾􀀠, , Ill],!,.: '-" , 􀀢􀀧􀁾􀀠'$ 􀁾:l , . • ,; ..::::if'. . • • ,-, r" ,• • Harwood K Smith & Partners JAyATEX I WEWNGfON PLAZA Harwood K Smith &Partners JAVATEX /WEWNGrON PLAZA 􀁏􀁄􀁾-cJ( -.. m... m 0 <>-I-0 z ......o Harwood K Smith & PartnersIT:! ,JAVATEX /VVEWNGTON PlAZA " ,.0 ); .. ;1 '" 􀁾􀀠,. ',<.. 􀁾􀀠'" "' ,'"<>::I 00 z 􀁾􀀠0 'J '-', , I ::n::::u 0 • • Harwood K Smith & Partners JAVATEX /WElliNGTON PlAZA OZo!) -COl 􀀮􀁾􀀭􀁾􀁾􀀭..............-.--..􀁾􀁾JJ". k k. 􀁾􀀠0J J __.................􀁟􀁖􀀧􀁦􀀺􀀺􀁰􀀺􀁾􀀠CURT 􀁾􀀯􀁾􀁾􀀿􀀠 -...􀀭􀁾􀀭􀁾􀀠􀁾􀁪􀀳􀁴􀁤􀀭--􀁾􀀭􀀭.......􀀭􀀮􀀭􀁾􀀭􀀭...... -....................... 􀁾􀀭􀁾􀀮􀀭􀀭􀀮􀀮􀀠􀀮􀁾􀀠 ............... .............. 􀁾􀀠􀀭􀁾􀀭􀀭􀀭-......􀀭􀀭􀀭􀀮􀀭􀀭􀀭􀀭􀀭􀀭􀁾􀀮􀀭􀀭􀀭􀀮􀀭􀀭 Lakewood Concepts, Inc. Rea! Estate Services Sleven R. Cole, CPM 5917 Reiger Ave. Presidenl Dallas, TX 75214 Ph: 214·826-6341 . Fax: 214·826-6361 PUBLIC WORKS DEPARTMENT (972) 450-2B71 Post Office Box 9010 Addison, Texll.$ 75001-9010 16801 Weslgtove March 12, 1999 Mr. Steve Cole Crescent Real Estate Equities, Ltd. 3333 Lee Parkway, Suite 470 Dallas, Texas 75219 Re: Inwood/S. Quorum Project Land Dedication Dear Mr. Cole: Attached are 2 copies ofan Agreement and Right-of-Way Deed for the dedication of property for roadway construction for our Inwood/S. Quorum Project. We would like to have the signed documents back on or befure April 2, 1999 so that the transaction can be put on the Council agenda for approval at their April 13, 1999 meeting. Please give me a call at 972-450-2879 ifI can be ofassistance. Very truly yours, Town of Addison cc: John Baumgartner, Director of Public Works Enclosures __ 􀀮􀀭􀀭􀁾􀀠---􀀭􀀭􀁾..... 􀀭􀀺􀀻􀀻􀀻􀀭􀀭􀁾􀀠􀁾􀀭􀁾􀀠􀁾􀀭􀀭􀁾􀀭􀀭􀀮􀀭􀀭... 􀁉􀁲􀁡􀁾􀁦􀀮􀀠(Job} ---P!.Ftcjc..p.r/􀁝􀀺􀁮􀀮􀀩􀀿􀀡􀀵􀁦􀁾􀀯􀀭􀁥􀀵􀀠􀁟􀁾..______._ 1,76-13tJ-[);C)c) m 􀁾􀀭􀀭􀀭􀀮􀀠-------_. .----..􀀭􀀭􀀭􀀭􀁾􀁾􀀭􀀭􀀭􀀭􀁾...􀁾􀀭􀁾􀀭􀀭􀀭􀀮􀀭..... ----...._---_....._-------_....._...._----------_...-􀀭􀀭􀀭􀀭􀀭􀁾􀀭.._---_._..__. _ .. _. -----... ----...... ---_.. ------_..... '. !,.., ·., COWLES &THOMPSON A Prohssicnal Corporation ATTORNEYS AND CDUNSELORS ROBERT G, eUCHANAN, JR. 214.&12.2139 BBUCHANAH@COWLESTHOMPSON.COM February 26 1999 Mr. Jim Pierce Town ofAddison P. O. Box 9010 Addison, Texas 75001-9010 Re: South Quorum Road Project/Crescent Real Estate Equities/TU Electric. Dear Jim: Enclosed please find drafts of an Agreement and a Right-of-Way Deed concerning the proposed dedication by Crescent Real Estate Equities Limited Partnership and TU Electric. Please call should you have any comments or questions. Sincerely, ;'Soo!?􀁾􀁌􀀭Robert G. Buchanan, Jr. RGB:wn Enclosures 901 MAiN STREET StiITE 4000 DALLAS, TEXAS 75202*3793 o ALL A S T Y l E R McKINNEY TEL 214,672,2000 FAX 214.672.2020 A. YOUNG EXHIBI T "An COUNTY : DALLAS ROADWAY SOUTH QUORUM/INWOOD CONNECTION PARCEL 4 PARCEL 4 BEING A 0.6773 ACRE TRACT OF LAND SITUATED IN THE CITY OF FARMERS BRANCH. DALLAS COUNTY. TEXAS. IN THE JOSIAH PANCOAST SURVEY. ABSTRACT NO. 1146. AND BEING PART OF LOT 1 AND LOT 2. BLOCK 1 OF ANDERSON & WHITE ADDl110N. AN A00ll10N TO THE CITY OF FARMERS BRANCH. DALLAS COUNTY, TEXAS, ACCORDING TO lHE PLAT lHEREOF RECORDED IN VOWME 953, PAGE 895. PLAT RECORDS OF DALLAS COUNTY, TEXAS, AND BEING PART OF A TRACT OF LAND CONVEYED TO CRESCENT REAL ESTATE EQUIllES WAITED PARTNERSHIP ACCORDING TO lHE DEED RECOROED IN VOLUME 97092, PAGE 02797, DEED RECORDS OF DALLAS COUNTY, TEXAS, AND BEING MORE PARl1CULARL Y DESCRIBED AS FOLLOWS: BEGINNING AT A 1/2" IRON ROD LYING AT THE SOUTHWEST CORNER OF BLOCK 3, QUORUM ADDIl10N, AN ADDIl10N TO lHE TOWN OF ADDISON. DALLAS COUNTY, TEXAS, ACCORDING TO THE PLAT THEREOF RECORDED IN VOLUME 79100, PAGE 1895, DEED RECORDS OF DALLAS COUNTY. TEXAS, AND BEING lHE SOUlHEAST CORNER OF BLOCK 3, QUORUM WEST ADDIl10N, AN ADDIl10N TO THE TOWN OF ADDISON. DALLAS COUNTY. TEXAS. ACCORDING TO lHE PLAT THEREOF RECORDED IN VOLUME 81005, PAGE 1454, DEED RECORDS OF DAULAS COUNTY, TEXAS. SAID POINT LYING AT lHE BEGINNING OF A NON-TANGENT CURVE TO lHE RIGHT HAVING A CENTRAL ANGLE OF 07 DEGREES 26 MINUTES 37 SECONDS, A RADIUS OF 758.0 FEET, A CHORD BEARING OF SOUlH 20 DEGREES 44 MINUTES 53 SECONDS EAST AND A CHORD LENGlH OF 98.41 FEET; lHENCE ALONG SAID CURVE TO lHE RIGHT AN ARC DISTANCE OF 98.48 fEET TO A POINT FOR CORNER; lHENCE SOUTH 17 DEGREES 01 MINUTES 34 SECONDS EAST A DISTANCE OF 237.60 FEET TO lHE BEGINNING OF A TANGENT CURVE TO lHE RIGHT HAVING A CENTRAL ANGLE OF 29 DEGREES 18 MINUTES 29 SECONDS, A RADIUS OF 260.0 FEET, A CHORD BEARING OF SOUTH 02 DEGREES 22 MINUTES 19 SECONDS EAST AND A CHORD LENGlH OF 131.55 FEET: lHENCE ALONG SAID CURVE TO lHE RIGHT AN ARC DISTANCE Of 133.0 FEET TO A POINT FOR CORNER. SAID POINT BEING A POINT OF REVERSE CURVE AND LYING AT lHE BEGINNING OF A NON-TANGENT CURVE TO lHE LEFT LEFT HAVING A CENTRAL ANGLE OF 12 DEGREES 31 MINUTES 06 SECONDS, A RADIUS OF 240.0 FEET, A CHORD BEARING OF SOUlH 06 DEGREES 01 MINUTES 22 SECONDS WEST AND A CHORD LENGlH OF 52.33 FEET; lHENCE ALONG SAID CURVE TO lHE LEFT AN ARC DISTANCE OF 52.44 FEET TO A POINT fOR CORNER LVlNG IN lHE NORlH LINE OF LOT 4, BLOCK 1 OF WEULINGTON SQUARE, AN ADDIl10N TO THE CITY OF FARMERS BRANCH, DALLAS COUNTY, TEXAS, ACCORDING TO THE PLAT lHEREOF RECORDED IN VOWME 79206, PAGE 0350, DEED RECORDS Of DALLAS COUNTY, TEXAS; lHENCE ALONG lHE NORlH LINE OF SAID LOT 4, BLOCK 1 Of WELLINGTON SQUARE, SOUTH 88 DEGREES 41 MINUTES 19 SECONDS WEST A DISTANCE OF 10.63 FEET TO A POINT FOR CORNER LYING IN THE NORlHEAST LINE OF A 100 fOOT D. P. & L. CO. RIGHT-Of-WAY ACCORDING TO THE DEED RECORDED IN VOWME 4617. PAGE 375, DEED RECORDS OF DAULAS COUNTY, TEXAS; lHENCE ALONG lHE NORlHEAST LINE Of lHE PREVIOUSLY MEN110NED 100 FOOT D. p, & L CO. RIGHT-Of-WAY, NORlH 17 DEGREES 01 MINUTES 34 SECONDS A DISTANCE Of 526.59 FEET (ALSO CALLED NORlH 17 DEGREES 01 MINUTES 00 SECONDS WEST A DISTANCE OF 526.67 FEET) TO A 1/2" IRON ROD LVlNG IN lHE SOUlH LINE Of BLOCK 3, QUORUM WEST ADDITlON AS PREVIOUSLY DESCRIBED; lHENCE ALONG lHE SOUlH LINE OF SAID BLOCK 3, QUORUM WEST ADDIl10N SOUlH 89 DEGREES 27 MINUTES 36 SECONDS EAST (ALSO CALLED SOUlH 89 DEGREES 28 MINUTES 00 SECONDS EAST) A DISTANCE OF 60.43 FEET TO lHE POINT OF BEGINNING AND CONTAINING APPROXIMATELY 29,501.15 SQUARE FEET OR 0.6773 ACRES Of LAND. /u/99RONALD REGISTERED PROFE:S,sIIQKAL/{I>I4D SURVEYOR TEXAS REG. NO. PAGE 1 OF 1 DELTA􀁾􀀶􀀮􀀠07' 26' 37" 1 29' 18' 29"2 12' 31' OS"3 EXHIBIT "B" RADIUS 758.0' LENGTH 98.48' CHORD BEARING S 20' 44' 53" E 260.0' 133,0' S 02' 22' 19" E 240,0' 52.44' S OS' 01' 22" W CHORD LENGTH COUNTY : DALLAS98.41' ROADWAY SOUTH 131.55' SCALE 1· = 100' PARCEL :52.33' 'j'I7, '., ' -, , PAGE 1 OF 1 CURVE TABLE -------POINT OF BEGINNIN:-:'G"'--" ----.... _=::::::----QUQRIJIj WE$'\' AOl)ITION BLOC!( 3 v. 81005, p, 1454 DROCT N 17' Of 34" W 526.59' S 89' 27' 36" E 60,43' ------. L """ __.___... 4___PA_R_CEL 5 ----}o CHORD LENGTH 98.41' 131.55' 52.33' D. P. & l. CO. R.O.W, (V. 4633. P. J08) b o-SCALE 1" -100' o 50 100 200 LOT 4. BLOCK 1 'IoUUNGTON SQUARE v. 79206. P. 0350 DRDCT S 88' 41' 19" W 10.63' PARCEL 6I2J----.......--JOO -_.._------_.•._ST. LOUIS & SOUTHWESTERN RAILROAD _._----------_. -_..._INWOOD ROAD EXHIBIT "B" COUNTY : DALLAS ROADWAY SOUTH QUORUMjlNWOOD CONN PARCEL : 4 RONALD A, REGISTERED 􀀮􀁐􀀮􀁒􀁉􀁄􀁆􀁅􀀺􀁓􀁓􀁴􀁾􀀡􀁬􀀠TEXAS REG. PAGE 1 OF 1 Dallas CAD -Commercial Pronerties Page 1 of4 Dalm Central Appraisal District Commercial Property Account Number: 24003500010020300 PROPERTY LOCATION DATA Property Name: Street Address: 14500 DALLAS PKWY Mapsco: 14-H Market Area: 􀁩􀁾􀁾􀁾􀁬􀁬􀁩􀀢􀀻􀀺􀀻􀀻􀀺􀀼􀁶􀁩􀀧􀀺􀁦􀁩􀀢􀁩􀁾􀁮􀁾􀀠􀀽􀀭􀀭􀁯􀀭􀁾􀁾􀁾􀀭...........-..􀁾.. 􀁾􀁾􀁾􀁾􀁾􀁾VALUATION DATA Tax Year: '98 Certified Tax Agent: 825 -STRAUS & COMPANY Total Improvement Value: $0.00 Total Land Value: $1,375,450.00 98 Certified Total Market Value $1,375,450.00 -==:=O:=-.......--.. 􀁾..􀁾􀀽􀀭􀁣􀀭􀁾􀁾OWNERSHIP DATA Owner Name: CRESCENT REAL ESTATE Address: 777 MAIN ST STE 2100 City: FORT WORTH State: TX Zip: 761025325 .......-... 􀀭􀀭􀀻􀀭􀀻􀀻􀀻􀀻􀀭􀀭􀀺􀀻􀀺􀀻􀁾􀀺􀀺􀀺􀀻􀀭􀀺􀀻􀀻􀁣􀀽􀁣􀀻􀁯􀀻􀀻􀀠............􀁾. ..... 􀁾􀁾􀁾􀁾􀁾􀀭...--........--..... 􀁾􀁾􀁾􀁾􀁾􀁾􀁾􀀠 LEGAL DESCRIPTION Legal Line 1: ANDERSON & WHITE Legal Line 2: BLK 1 LT 2.3 ACS 3.947 Legal Line 3: Legal Line 4: VOL97092/2797 DD042197 CO-DALLAS Legal Line 5: 0035000100203 12400350001 Deed Transfer Date: 19970512 MAIN IMPROVEMENT DATA 1120/99http://www.dallascad.orglDCADcom.cfin Dallas CAD -Commercial Pronerties Page 2 of4 SPTB Code: C12 Building Class 0 Year Built 0 Number of Units 0 Number of Stories 0 Number of Buildings 0 Foundation Area 0 LAND DATA Zoning: Dimensions: Total Land Value: LI 171,931 Sq. Ft. $1,375,450.00 VALUATION METHODS Cost Approach: Depreciation: Building Area o Physical 0.00% Total Area for Account o Functional 0.00% Additional Features: Economic 0.00% HeatAlC o Total Depreciation 0.00% Escalators o Percent Good 100.00% Elevators 0 Sprinklers 0 Features 0 Total Value of Additional Features 0 Additional Improvement Value Total Improvement Value $0.00 Total Land Value $1,375,450.00 Total Market Value by Cost Approach $1,375,450.00 Income Approach Net Leasable Area o Total Area o Total Land Value $1,375,450.00 Total Improvement Value $0.00 Total Market Value by Income Approach $0.00 TAXING JURISDICTIONS City: City OfFarmers Branch County: Dallas County College: Dallas Co. Community College Hospital: Parkland Hospital School: Dallas ISD Special District: 1120199http://www.dallascad.orglDCADcom.cfm Dallas CAD -Commercial Prooerties Page 2 of4 SPTB Code: C12 Building Class 0 Year Built 0 Number oCUnits 0 Number oC Stories 0 Number oCBuildings 0 Foundation Area 0 LAND DATA Zoning: Dimensions: Total Land Value: LI 171,931 Sq. Ft. $1,375,450.00 VALUATION METHODS Cost Approach: Depreciation: Building Area o Physical 0.00% Total Area for Account o Functional 0.00% Additional Features: Economic 0.00% HeatAfC o Total Depreciation 0.00% Escalators o Percent Good 100.00% Elevators 0 Sprinklers 0 Features 0 Total Value of Additional Features 0 Additional Improvement Value Total Improvement Value $0.00 Total Land Value $1,375,450.00 Total Market Value by Cost Approach $1,375,450.00 Income Approach Net Leasable Area o Total Area o Total Land Value $1,375,450.00 Total Improvement Value $0.00 Total Market Value by Income Approach $0.00 􀁔􀁁􀁘􀁉􀁎􀁇􀁊􀁕􀁲􀁵􀁓􀁄􀀽􀁉􀁃􀀽􀁔􀀽􀁉􀀽􀁏􀀽􀁎􀀽􀁓􀀭􀀭􀀭􀀭􀁾􀁾􀀭􀀭􀀭􀀭􀀭􀀭􀁾􀀭􀀭􀀭􀀭􀀭􀀭􀁾􀀠City: City OfFarmers Branch County: Dallas County College: Dallas Co. Community College Hospital: Parkland Hospital School: DallasISD Special District: 1120/99http://www.dallascad.orglDCADcom.cfm Dallas CAD -Commercial Properties Page 3 of4 EXEMPTION DATA Taxing General Over Disabled Disabled Taxable Jurisdiction City County College Hospital School Special District 1 Totally Exempt: Over 55 Surviving Spouse: Homestead $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 .. _... 65 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Person $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 Vet Value $0.00 $1,375,450.00 $0.00 $1,375,450.00 $0.00 $1,375,450.00 $0.00 $1,375,450.00 $0.00 $1,375,450.00 $0.00 $0.00 .. PROPERTY HISTORY Market Values 1998 1997 1996 1995 1994 Improvement $0.00 $0.00 $0.00 $0.00 $0.00 Land $1,375,450.00 $773,690.00 $773,690.00 $773,690.00 $773,690.00 Market $1,375,450.00 $773,690.00 $773,690.00 $773,690.00 $773,690.00 Cap-Hmstd $0.00 $0.00 $0.00 $0.00 $0.00 Spec. AsmL $0.00 $0.00 $0.00 $0.00 $0.00 Taxable Values 1998 1997 1996 1995 1994 County Taxable $1,375,450.00 $773,690.00 $773,690.00 $773,690.00 $773,690.00 City Taxable $1,375,450.00 $773,690.00 $773,690.00 $773,690.00 $773,690.00 School Taxable $1,375,450.00 $773,690.00 $773,690.00 $773,690.00 $773,690.00 Spec Dist -Taxable $0.00 $0.00 $0.00 $0.00 $0.00 Hosp -Taxable $1,375,450.00 $773,690.00 $773,690.00 $773,690.00 $773,690.00 College -Taxable $1,375,450.00 $773,690.00 $773,690.00 $773,690.00 $773,690.00 SKETCH 1120/99http://www.dallascad.org lDCADcom.cfrn Dallas CAD -Commercial Pronwies Page4of4 1120199http://www.dailascad.orglDCADcom.cfin hl 1/20/99 *** PRO PEP T Y SUB D I V I S I 0 SEA R C H *** TXR015 DCAD number.. 24 003500010020300 Sub-division..... . ANDERSON & WHITE Blk Lot BLK Legal address .... . 14500 DALLAS PARKWAY Address key....... ( N ) (N= no, Blank= yes) *--BNAME OR LAST,FIRST & INITIAL-* Business .......... CRESCENT REAL ESTATE **CODE** J= junior Individual ....... . S= senior E= estate Address ........... 777 MAIN ST STE 2100 T= trustee EQUITIES LTD PS 1,11,111= 1st,2nd,3rd FORT WORTH TX 76102 Mortgage no ....... 000 Zone ... C ROW TYPE-(Blank,M,R,E) Assessment. . . . . . .. 1,375,450 Taxes .. $6051.98 Current taxes .. PAID Over 65 .......... ( ) (Y=YES, BLANK=NO) Prior yrs unpaid-( 00 Disabled-vet ..... ( 0) (1= $1500 2= $2000 3= $2500 4= $3000 0= Default no) Home stead....... ( ) (Y=yes, Blank=no) Disabled person .. ( ) (Y=yes, Blank=no) Totaly exempt .... ( ) (Y=yes, Blank=no) Delete flag ...... ( ) (D=yes, Blank=no) Press CMD7 KEY for detai1 accounts receivab1e(current & prior yrs. ) PRESS ENTER KEY FOR NEW SEARCH, CMD1 TO END THE JOB. 􀁾􀀠􀁾􀀮􀀺􀀠: