1/'-1 Y -. 􀁾􀀠! 􀀯􀀯􀀬􀁾􀀩􀀠--(D #R4-1wI. 50 YEARS OF FUN! Post Office Box 9010 10Addison. Texas 75001-90 5300 Belt Line Road 450-7000FAX (972) (972) 450-7043 MEMORANDUM DATE: November
18, 2003 TO: Ron Whitehead, City Manager FROM: Carmen Moran, Director of Development Services SUBJECT: Amendment to Master Facilities Agreement for Funding of Public Infrastructure in
Addison Circle BACKGROUND In 1995 the Town entered into an agreement a Master Facilities Agreement to facilitate the construction of public infrastructure improvements within the Addison
Circle District. There were three parties to the agreement: the Town, Columbus Realty Trust, and Gaylord Properties. The agreement spelled out the terms through which the Town would
spend $9 million to build public improvements in the district. In return, the other parties would dedicate the land for the improvements, participate in the costs, and build residential
and commercial developments in Addison Circle. To date, three phases have been built in Addison Circle. The Town has spent $6,860,055 and Phases 1, 2a, and 2b total almost 1,300 residential
units. The Master Facilities Agreement has been amended two previous times to provide for changes in the way funds were allocated. Columbus Realty Trust (which became Post Properties)
and Gaylord Properties have both sold their interests in Addison Circle to TexOK Properties. However, the terms of the agreement were transferable to the new owner and the agreement
is still in place. At this point, TexOK Properties is selling the remammg land in Addison Circle, to NewSource Capital, L.P. NewSource Capital is planning to immediately sell two tracts
to separate owners. CityHomes is planning to build a town home development on the east side of Quorum Drive, and Fairfield Residential is looking to build a multi-family development
on the west side of Quorum Drive. NewSource Capital, CityHomes, and Fairfield Residential are now looking to the Town to spend the $2,139,945 that remains to be spent in the district
on public infr
astructure. Memo to Ron Whitehead Page 2 November 18, 2003 CONSTRUCTION PHASING The Master Facilities Agreement undertook the difficult job of anticipating construction costs for infrastructure
that would be built in the future. The Town, Gaylord, and Columbus expected that Addison Circle would build out in phases over 10 to 15 years, and the agreement attempted to schedule
what improvements would be built in what sequence. The improvements that have been constructed under the Agreement are shown on the attached map. PARK FUNDING The Urban Center ordinance
lays out very specific standards for the sidewalks, lighting, and landscaping for the streets. Therefore, the Town and developers can both be assured that the future streets, regardless
of how they are funded, will be developed to the same standard as the existing streets. However, the parks have not yet been designed. Gaylord and Columbus wanted to be sure that they
would be of the same quality of Bosque Park and Esplanade Park. Therefore, the budgets for the two remaining parks were set with ranges for a minimum and maximum to be spent. The range
for Quorum North Park (.69 acres) was $290,000 to $300,000, and the range for Mews Park (1.43 acres) was $650,000 to $700,000. These amounts are specified in the agreement. However,
the 'amounts for streets were only guidelines, and the funds could be moved around among the streets as long as $9 million dollars total was spent in the district. pcw·\Luiew-321, 000-􀁌􀁱􀁏􀀡􀁏􀁏􀀨�
�􀁾􀀠SPECTRUM DRIVE In 1995, the three parties to the agreement anticipated that Columbus Realty (now Post Properties) and Gaylord Properties would construct the infrastructure improvements,
with city funding, as projects came on line. However, after Phase 2b in 1999, Post and Gaylord decided to quit building apartments in Addison Circle because the Metroplex had hit an
economic slump. The Town was sorry to see construction stop in Addison Circle; however, the Town typically takes advantage of slower times in the economy to get infrastructure built
because it can get better construction bids. The record-low interest rates for bonds made the idea of building even more appealing. The Town decided to sell bonds to build street improvements,
and Spectrum Drive was one of the proposed bond projects. The Town had three reasons for wanting to push up the schedule for Spectrum. First, it felt that if it could get Spectrum built,
it would encourage developers to begin building in Addison Circle again. Second, Spectrum will ultimately connect south to Arapaho Road and north to Airport Parkway. The Town would like
to get Spectrum built so that it can provide an alternative way in and out of the neighborhood for residents, thus allowing Quorum Drive to be closed for Special events such as Oktoberfest
and Kaboom Town. Third, the merchants around Esplanade Park were complaining to the staff because they felt there were not enough on-street parking spaces in Addison Circle. The Town

Memo to Ron Whitehead Page 3 November 1 e, 2003 redesigned Spectrum to provide for head-in parking up both sides of the street, and it wanted to get the additional parking spaces in
place to help the merchants. However, the Agreement listed $364,000 to be spent on Spectrum Drive, of which approximately $150,000 remained. The other two parties to the agreement were
to pay the remainder, and in order to get the street built, the Town needed them to contribute. The Town began conversations last year with TexOK Properties as to how the road would
be funded. TexOK dedicated all the right-of-way needed for the portion of Spectrum that is within the Addison Circle District, but stated that NewSource Capital would pay for Spectrum.
The Town then began conversations with NewSource Capital, which indicated it was planning to defer the funding obligations to the end users, CityHomes and Fairfield Residential. The
Town then began conversations with those groups, and both stated that they would like for the Town to "front the money" for Spectrum and they would pay the funds back over time, possibly
through a pro-rata assessment with funds due at the issuance of building permits. This plan would mean that the Town might not get paid back for Spectrum for many years, and keeping
up with the assessments would be time consuming for both the Building Inspection and Accounting staffs. However, the Town still felt that the timing was still right to build Spectrum.
and it began to design and engineer the street. The street has now been designed. and the estimated cost for the portion of Spectrum Drive that is within the Addison Circle district.
and thus to be partially funded by developers is $1,157,000. The Town has approximately $150,000 left to spend on Spectrum. which means that the other parties to the agreement need to
pay the Town $1 million. CITYHOMES PLAN While the Town was having conversations with NewSource Capital about Spectrum, it was also talking about the streets that would be built within
the CityHomes and Fairfield developments. Under the Agreement. NewSource Capital (ultimately CityHomes and Fairfield). is entitled to approximately $1,000,000 in city funding toward
the construction of its streets. In a typical development scenario, each developer would build the streets, using contractors it selects. and then dedicate them to the Town once they
are finished. However, since the Town would be spending public funds on these streets, it would have to go through the public bidding process. The Town could then assign the contract
to the developer to manage. All the streets that are currently in Addison Circle were built through this process. While CityHomes welcomes the Town's funds, it would prefer to not have
to bid the streets because CityHomes (a subsidiary of Centex) is a nationwide company, and it has relationships with contractors that give it volume discounts on construction. CityHomes
feels it can build the streets cheaper (though still to the Addison Circle standards) if it uses its own contractors. CityHomes asked the Town if the funds it was going to spend on the
interior streets could be all allocated to one street. If so, then CityHomes would build the other streets and they would not have to bid. 
Memo to Ron Whitehead Page 4 November 18, 2003 THE SIMPLE PLAN At this point, the staff hit on what is being called "The Simple Plan." The staff spent several days figuring out how much
money it wanted to get from the developers to fund Spectrum, and how much it was going to give to developers for streets and parks. When CityHomes asked if all the money could be spent
on one street, the staff realized that the Town was going to be handing the developers about the same amount of money that it hoped to get paid back. The staff realized that if we all
just kept our own money, the Town could build Spectrum, CityHomes and Fairfield could build all the internal streets, using their own contractors, and we would end up in the same place.
Under the Simple Plan, the Town builds all of Spectrum Drive, the Mews Park in the amount of $290,000, and the Quorum North Park in the amount of $650,000. The developers, at their own
cost, must build the remaining streets in the district. Once Spectrum and the parks are constructed, the Town will have spent $9,000,000 in the district and fulfilled all its obligations
under the Master Facilities Agreement. The Simple Plan benefits the Town because it no longer has to "front the money" for Spectrum. Although the Town might get CityHomes' money for
Spectrum within the next couple of years, it could wait many more years for the remaining $500,000. In addition, it would take new legal agreements (which cost money to prepare) to set
up the pro rata schemes, and it would be cumbersome to keep up with the accounting of bits of money paid back over several years. The Simple Plan benefits the developers because it helps
get Spectrum built now as opposed to later. It also keeps the remaining land in Addison Circle from being encumbered with a debt that future developers would have to pay. It also keeps
the developers from having to bid the street construction as a public project, which makes building the streets easier, faster, and cheaper. FAIRFIELD RESIDENTIAL The Town discussed
the Simple Plan with NewSource Capital, and it was on board with the plan, except that under the Simple Plan, all of the Town's remaining street funds will be spent on Spectrum Drive.
Under the more complicated scheme, CityHomes would get the great majority of the funds because it abutted Spectrum Drive, but the Town was planning to allocate some money toward the
improvement of the west side of Quorum Drive. NewSource believes the allocation of some money for Quorum is essential in making the deal on the west side of Quorum Drive work, and thus
allowing Fairfield Residential to develop that tract within the next year. It is estimated to cost $404,847 to provide paving, streetscape, drainage, wastewater, water, and electrical
improvements for the west side of Quorum Drive, and Fairfield Residential is willing to contribute $184,447 toward the project. The Town would pay the remaining $220,400 and would manage
the project. The project will not be started until Fairfield pays it share. 404,000 36, OD().-"4"; 
Memo to Ron Whitehead Page 5 November 18, 2003 As noted above, the Town changed the design for Spectrum Drive to add head-in parking. The additional paving and streetscape have made
the street more expensive. If the Town had not changed the design, and thus made the street more expensive, there would be some money left in the $9 million to be spent on Quorum Drive.
Although the additional $220,400 would take funding in Addison Circle beyond the $9 million anticipated by the original Master Facilities Agreement, the staff believes the additional
funds are a good investment in the Addison Circle infrastructure for a couple of reasons. First, this additional investment would allow the remaining nine acres in the district to be
developed, and would finish out the original Addison Circle district Addison Circle is a great place, but it needs more people living there to become a real, vibrant community. These
additional people make the merchants more successful and keep the unique, pedestrian-oriented atmosphere of Addison Circle working. Fairfield Residential is proposing to build a high-density
multi-family product, similar to the existing Post Properties product in Addison Circle, and the staff believes that is a good product for the remaining tract Second, while the staff
is excited to have the owner-occupied town homes that CityHomes is planning to build, it realizes that as homeowners move into Addison Circle, developing the community will get more
difficult. It was already more difficult for CityHomes because it had to build across from six homeowners. If the Fairfield deal goes away and the 183 proposed town homes get built,
it may be very difficult to get a multi-family deal done across the street at a later date. Homeowners always seem to want to live next to the same sort of home they live in, and although
the Town has always envisioned Addison Circle as a high-density, mixed-density development, that vision could be changed in the future by homeowners living in the neighborhood. The staff
has recently seen homeowner opposition change plans for both to the Village on the Parkway redevelopment and the Master Plan amendment for Greenhill School. The Fairfield development
is consistent with the Town's vision for the western tract, and it would be nice to get the piece developed before the vision gets changed. SUMMARY The staff is very excited to have
developers wanting to build in Addison Circle again. Staff believes that with the Simple Plan that has been outlined above, the original Addison Circle improvement district could be
built out within the next couple of years. The Simple Plan also allows the Town to build Spectrum Drive now without having to wait for property-owner participation. It also allows the
developers to build their internal streets faster and more efficiently. The CityHomes and Fairfield developments will bring an estimated $60 million in ad valorem taxable value to Addison.
In addition, they will bring residents, and their sales tax dollars, to Addison Circle and the rest of the Town. For the many reasons listed throughout this memo, the staff recommends
the Council approve the Simple Plan, which is described in the Third Amendment to the Master Facilities Agreement 
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#R4-2 TOWN OF ADDISON, TEXAS RESOLUTION NO. _____ A RESOLUTION OF THE CITY COUNCIL OF THE TOWN OF ADDISON, TEXAS APPROVING THAT THIRD AMENDMENT TO MASTER FACILITIES AGREEMENT, RELATING
TO THE FUNDING, DESIGN, AND CONSTRUCTION OF CERTAIN PUBLIC INFRASTRUCTURE WITHIN A PORTION OF THAT AREA OF THE CITY GENERALLY KNOWN AS ADDISON CIRCLE; AUTHORIZING THE CITY MANAGER TO
EXECUTE THE SAID THIRD AMENDMENT ON BEHALF OF THE CITY; PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COUNCIL OF THE TOWN OF ADDISON, TEXAS: Section 1. The Town Council of
the Town of Addison, Texas does hereby approve that Third Amendment to Master Facilities Agreement, a true and correct copy of which is attached hereto. Section 2. The City Manager is
authorized and empowered to execute the said Third Amendment to Master Facilities Agreement on behalf of the City and to take all steps necessary to carry out the terms thereof. Section
3. This Resolution shall take effect from and after its date of adoption. PASSED AND APPROVED by the City Council of the Town of Addison, Texas this __day of ,2003. Mayor R. Scott Wheeler
ATTEST: Carmen Moran, City Secretary APPROVED AS TO FORM: Ken Dippel, City Attorney OFFICE OF THE CITY SECRETARY RESOLUTION NO. ____ 
STATE OF TEXAS § § COUNTY OF DALLAS § THIRD AMENDMENT TO MASTER FACIliTIES AGREEMENT This Third Amendment to Master Facilities Agreement (the "Amendment") is entered into this the __
day of , 2003 by and between the Town of Addison, Texas, ("tbe City"), and TEXOK Properties, LP, an Oklahoma limited partnership ("Owner"). Recitals: L Addison Circle. There is located
within the Town of Addison, Texas (the "City") certain real property generally known as "Addison Circle". The development of the Addison Circle area is controlled by Ordinance No. 095-032
of the City, which Ordinance zoned the area UC Uman Center District and approved a Concept Plan (the "Concept Plan") for its development. The UC Urban Center District Regulations (the
"UC District Regulations") are set forth in 􀁏􀁲􀁤􀁩􀁮􀁾􀀧􀀱􀁣􀁥􀀠No. 095-019 of the City, arId are codified in P ..rticle XIX of ft..ppendix AZoning of the City's Code ofOrdinances.
2. Phased Development. As reflected in Ordinance No. 095-032 and the Concept Plan, the Addison Circle area was to be developed in three phases (Phase I, Phase II (to be developed in
subphases), and Phase III) with a mixture of uses, including multi-family, residential, retail, office, and civic uses. 3. City Participation in Public Facilities in Residential Subdistrict.
Included within the Addison Circle area is a residential subdistrict, as shown on the Concept Plan. To encourage the implementation of the City's comprehensive plan relating to the development
of the residential subdistrict and to assure that such development was adequately supported by appropriate levels of public facilities and services, the City Council, by Resolution R95-043,
approved the expenditure of public funds in the amount of $9 million (the "City's Funds") to be used to pay a portion of the design and construction costs of certain public improvements
within the residential subdistrict. The residential subdistrict is described in Resolution R95-043 and is referred to herein as the "Residential Subdistrict". 4. Master Facilities Agreement.
A In order to establish a process for the allocation of the City's Funds, to coordinate the construction of the public and private improvements within the Residential Subdistrict, and
to further the purposes of Resolution R95-043, on July 17, 1995 the City entered into a Master Facilities Agreement with the owners of all of the Residential Subdistrict, being Gaylord
Properties, Inc. ("Gaylord") and Columbus Realty Trust ("Columbus"). Since the date of its execution, the Master Facilities Agreement has been amended twice, first by that "Amendment
to Master Facilities Agreement" dated October 28, 1997, and second by that "Second Amendment to Master Facilities Agreement" dated December 2, 1998. The Master Facilities Agreement,
as Third Amendment To Master Facilities Agreement Page I of8 
amended, is referred to herein as the "Master Facilities Agreement", and is attached hereto (together with its two amendments) as Exhibit 1. B. The Master Facilities Agreement, in Exhibit
4 thereto (Exhibit 4 being entitled "Addison Urban Center Cost Projections of Infrastructure Improvements" and referred to herein as "Exhibit 4 to the Master Facilities Agreement"),
describes the nature of the Public Infrastructure Improvements (or "Improvements", as defined in the Master Facilities Agreement) covered by the Master Facilities Agreement and the maximum
amounts to be paid by the City toward the design and construction of each of the Improvements. 5. Previous Expenditures of City Funds. Pursuant to the Master Facilities Agreement, the
City has previously expended a portion of the City's Funds, totalling $6,860,055.00, in connection the development of the following portions of the Residential Subdistrict: A. Phase
I of the Residential Subdistrict Property (Phase I being described in that Assignment and Construction Services Agreement dated April 12, 1996 between the City and Addison Circle One,
Ltd., a Texas limited partnership), with the City spending $4,763,507.00 out ofthe City's Fu.'lds in connection with the Phase I development; B. Phase ITA of the Residential Subdistrict
Property (Phase lIA being described in that Funding, Assignment and Construction Services Agreement dated September 30, 1997 between the City, Addison Circle Two, Ltd., a Texas limited
partnership, Gaylord and Columbus), with the City spending $1,671,548.00 out of the City's Funds in connection with the Phase lIA development; and C. Phase lIB of the Residential Subdistrict
Property (Phase lIB being described in that Funding, Assignment and Construction Services Agreement dated August 10, 1999 between the City, Addison Circle Three, Ltd., a Texas limited
partnership, Gaylord Properties, L.P. and Post Apartment Homes, L.P., a Georgia limited partnership), with the City spending $425,000.00 out ofthe City's Funds in connection with the
Phase lIB development. 6. Remaining City Funds. The sum of $6,860,055.00 of the City'S Funds having been spent by the City as set forth above, there remains the sum of $2,139,945.00
of the City's Funds (the "Remaining City Funds") to be spent in connection with the development of the remaining portion of the Residential Subdistrict, which remaining portion is described
and depicted in Exhibit 2 attached hereto (the "Remaining Property"). 7. Owner As Successor In Interest. TEXOK Properties, LP, an Oklahoma limited partnership ("Owner") is the sole owner
of the Remaining Property, and is the successor in interest by way of assignment to all of the rights, duties, and obligations of Gaylord and Columbus under the Master Facilities Agreement
solely with respect to the Remaining Property. {Add additional information regarding how Owner succeeded to the interests of Gaylord/Columbus in the Remaining Property] Neither Owner
nor Owner's successors III interest shall have any rights, duties or obligations except as relate to the Remaining Property. Third Amendment To Master Facilities Agreement Page2of8 
8. Remaining Improvements. A The only Improvements identified in the Master Facilities Agreement which remain to be designed and constructed, which Improvements are to be constructed
within the Remaining Property, are as follows (together, the "Remaining Improvements"): L Quorum Drive Improvements (as defined below in Section lO.e. of these Recitals, and consisting
of paving, streetscape (to be defined], storm sewer, and wastewater improvements for that portion of Quorum Drive as depicted andlor described on the attached Exhibit 4). 2. Those portions
of "R" Street depicted andlor described as "C" Streets on the attached Exhibit 3 and as further described andlor depicted on the attached Exhibit 4 (the "R Street Improvements"). 3.
Those portions of Mews Street depicted andlor described as "D" Streets on the attached Exhibit 3 and as further described andlor depicted on the attached Exhibit 4 (the "Mews Street
Improvements"). 4. That portion of Spectrum Drive as depicted andlor described on the attached Exhibit 4, in accordance with that document entitled "Construction Specifications and Contract
Dccurnents, Spect..t"ll....n Drive NcrtrJSouth Extension, dated November 7, 2003 and prepared by Huitt-Zollars (a true and correct copy of which is on file in the office of the City's
Director of Public Works), as the same may be amended or modified from time to time (the "Spectrum Drive Improvements"). 5. Quorum North Park (0.69 acres) (as described andlor depicted
on the attached Exhibit 4). 6. Mews Park (1.43 acres) (as described andlor depicted on the attached Exhibit 4). B. Under the Master Facilities Agreement, the minimum amount of the Remaining
City Funds to be expended on the design and construction of the Quorum North Park is $290,000.00, and the minimum amount to be expended on the design and construction of the Mews Park
is $650,000.00, leaving $1,199,945.00 of the Remaining City Funds to be spent on the street Infrastructure identified in Exhibit 4 to the Master Facilities Agreement and described above
in paragraph A. of this Section. 9. Remaining Improvements Cost Differential. Under the existing terms of the Master Facilities Agreement, the City is responsible for spending the Remaining
City Funds on the design and construction of the Remaining Improvements. Under the existing terms of the Master Facilities Agreement, if the actual design and construction costs for
the Remaining Improvements exceed the total costs proj ected in Exhibit 4 to the Master Facilities Agreement, the Owner is responsible to pay the difference (the "Remaining Improvements
Cost Differentia!"). 10. Allocation ofConstruction of Improvements. In lieu of the City funding, with the Remaining City Funds, a portion of the design and construction of all of the
Remaining Improvements, and the Owner funding the Remaining Improvements Cost Differential, the City and the Owner desire to modify their respective funding, design, and construction
obligations set forth in the Master Facilities Agreement by allocating their respective obligations to specific Third Amendment To Master Facilities Agreement Page 3 of8 
portions of the Remaining Improvements, so that each of the parties will pay in its entirety the design and construction cost of such respective portions (save and except Quorum Drive,
as set forth below). The parties agree that such allocation will be as follows: A. City will pay for, design, and construct the following (together, the "City Remaining Improvements")
at its sole cost and expense: 1. Spectrum Drive Improvements; 2. Quorum North Park (0.69 acres) (design and construction cost to be at least $290,00.00 but no more than $300,000.00);
and 3. Mews Park (1.43 acres) (design and construction cost to be at least $650,000.00 but no more than $700,000.00); and B. Owner will pay for, design, and construct the following (together,
the "Owner Remaining Improvements") at its sole cost and expense: 1. R Street Improvements; and 2. Mews Street Improvements. C. Ouorum Drive. (l) Quorum Drive is an existing public street
within the City, a portion of which lies within the Remaining Property as described andlor andlor depicted on the attached Exhibit 4 (such portion is referred to herein as "Quorum Drive").
In connection with the development of the Remaining Property, certain improvements are to be made to both the west side and the east side of Quorum Drive to conform to the Concept Plan
and any applicable development plan or ordinance, standard, rule, or regulation of the City (including, without limitation, the UC District Regulations and all appendices and exhibits
thereto) (the "Quorum Drive Improvements"). The Quorum Drive Improvements include paving, streetscape, drainage, wastewater (sanitary sewer), and electrical improvements. The Quorum
Drive Improvements to be constructed on the west side of Quorum Drive are referred to herein as the "West Side of Quorum Improvements", and those to be constructed on the east side of
Quorum Drive are referred to herein as the "East Side of Quorum Improvements". (2) In order to facilitate the design and construction of the Quorum Drive Improvements, and to assure
that the development of the Remaining Property is adequately supported by appropriate levels of public facilities and services, the City desires to increase its funding of the development
(ie, to increase the City Funds) by an amount equal to the cost to design and construct the West Side of Quorum Improvements, less the sum of$184,247.00 to be paid by the Owner to the
City (the "Owner's Quorum Payment") prior to the City's awardof a contract to construct of the West Side of Quorum Improvements). The City shall, in accordance with applicable law and policy, pay for, design, and construct the West Side of Quorum
Improvements at its sole cost and expense, less the Owner's Quorum Payment. 􀁾􀀠Third Amendment To Master Facilities Agreement Page 4 of8 
(3) Owner shall (i) pay to the City, prior to the City's award of a contract to construct the West Side of Quorum Improvements, the Owner's Quorum Payment, and (ii) pay for all East
Side ofQuorum Improvements, at Owner's sole cost and expense. I!. Owner Responsible For All Other Public Infrastructure Improvements. In addition to the Owner paying (i) for all costs
associated with the design and construction of the Owner Remaining Improvements, (ii) the Owner's Quorum Payment, and (iii) all costs associated with the design and construction of the
East Side of Quorum Improvements, Owner shall be responsible, at its sole cost and expense, to pay for the design and construction of all other public infrastructure improvements (other
than the City Remaining Improvements and the West Side of Quorum Improvements (less the Owner's Quorum Payment» necessary or required to serve the Remaining Property in accordance with
all applicable laws, ordinances, standards, rules and regulations of the City (including, without limitation, the UC District Regulations and all appendices and exhibits thereto) and
any other governmental entity with jurisdiction over the development of the Remaining Property. 12. Amendment to Master Facilities Agreement. By this Agreement, the City and the Owner
desire to supplement and amend the Master Facilities Agreement to reflect their intent and desire regarding the funding of the design and construction of tIle Remaining 111provements.
NOW, THEREFORE, for and in consideration of the above and foregoing recitals and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Town of Addison,
Texas and TEXOK Properties, LP, an Oklahoma limited partnership, do hereby agree as follows: Section L 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. Remaining Improvements. The only Improvements identified in the Master Facilities Agreement which remain
to be designed and constructed within the Remaining Property, are the Remaining Improvements, as described and defined in the Recitals above. Section 3. Allocation Between the Pllrtjes
of All Costs Associated With Specific Remaining Public Infrastructure Improvements. In lieu of the City funding, with the Remaining City Fuilds, a portion of the design and construction
of all of the Remaining Improvements, and the Owner funding the Remaining Improvements Cost Differential, as described in the Recitals above, the City and the Owner desire to allocate
their respective funding, design, and construction of public infrastructure obligations set forth in the Master Facilities Agreement to specific portions of the Remaining Improvements,
so that each of the parties will pay in its entirety the design and construction cost for such respective portions (save and except Quorum Drive, as described herein). Such allocation
shall be as follows: A City shall pay for all of the design and construction of (i) the City Remaining Improvements, and (ii) the West Side of Quorum Improvements, less the Owner's Quorum
Payment.; and Third Amendment To Master Facilities Agreement Page 5 of8 
B. Owner shall pay for all of the design and construction of (i) the Owner Remaining Improvements, (ii) the East Side of Quorum Improvements, and (iii) shall pay to the City, prior to
the City's award of a contract to construct the West Side of Quorum improvements, the Owner's Quorum Payment. City and Owner shall pay for the entire cost of design and construction
of their respective obligations hereinabove, and neither shall seek contribution from the other for their assigned obligations. Inasmuch as the City and the Owner have allocated between
themselves the funding, design and construction of the Remaining Improvements, as described above, Section 6, paragraphs A., B., and C. of the Master Facilities Agreement, relating to
the process and procedure for the design and management of construction of the Improvements, are not applicable to the design and construction of the Remaining Improvements. Section
4. Schedule. Subject to the provisions of the Force Majeure clause set forth in Section 11 of the Master Master Facilities Agreement, the parties agree that the schedule for achieving
substantial completion of construction shall be as follows: [schedule to be agreed upon and included]. Section 5. Increase in Remaining City Funds. In order to facilitate the design
and construction of the Quorum Drive Improvements, and to assure that the development of the Remaining Property is adequately supported by appropriate levels of public facilities and
services, the City shall increase its funding of the development of the Remaining Property (ie, increase the Remaining City Funds) by an amount equal to the cost to design and construct
the West Side of Quorum Improvements, less the sum of $184,247.00 (the Owner's Quorum Payment) to be paid by the Owner to the City. Following its solicitation for bids, but prior to
its award of a contract, to construct the West Side of Quorum Improvements, the City shall give Owner written notice of its intent to award such contract, and Owner shall pay to the
City the Owner's Quorum Payment not later than 5:00 pm of the third day following the Owner's receipt of such notice. The City shall have no obligation to construct or to cause the construction
of the West Side Quorum Improvements until such time as the City has received the Owner's Quorum Payment. Section 6. Owner Responsible For All Other Public Infrastructure improvements.
In addition to the Owner paying (i) for all costs associated with the of the design and construction of the Owner Remaining Improvements, (ii) the Owner's Quorum Payment, and (iii) all
costs associated with the design and construction of the East Side of Quorum Improvements, Owner shall, at its sole cost and expense, pay for the design and construction of all other
public infrastructure improvements (other than the City Remaining Improvements and the West Side of Quorum Improvements (less the Owner's Quorum Payment» necessary or required to serve
the Remaining Property in accordance with all applicable laws, ordinances, standards, rules and regulati'ons of the City and any other governmental entity with jurisdiction over the
development of the Remaining Property. Owner shall have no obligations, rights or duties under the Master Facilities Agreement, as amended by this Amendment, except as relates to the
Remaining Property as set forth and provided herein. Third Amendment To Master Facilities Agreement Page 6 of8 
Section 7. Design and Construction In Accordance with City Standards. The Remaining Public Infrastructure Improvements and all other public and other improvements within the Remaining
Property shall be designed and constructed in accordance with the laws, ordinances, rules, and regulations of the Town of Addison, including, without limitation, the Concept Plan and
any development plan applicable to the Remaining Property. Section 8. Assigrunent, Sale of East Quorum Property. It is contemplated by the parties that parcels 3-0, 3-P, 0-6, 2-G and
2-F as identified on the Concept Plan for the Addison Urban Center (collectively, the "East Quorum Property") will be sold or otherwise transferred by Owner to a successor in interest
(hereinafter referred to as "Successor") (the remainder of the Remaining Property being herein referred to as the "West Quorum Property"). City agrees that Owner may assign its rights,
duties, and obligations related to the East Quorum Property under the Master Facilities Agreement and this Amendment to a Successor without further consent of the City if: (i) Successor
agrees to accept in writing all of the rights, duties, and obligations of this Amendment as relate and are applicable to the East Quorum Property, and a true and correct copy of such
writing is promptly provided to the City after its execution; and (ii) Successor promptly notifies the City of the identification of the Successor after such assignment and the sale
or transfer of the East Quorum Property to Successor. The parties hereto agree that the only obligations related to the East Quorum Property that arise under the Master Facilities Agreement,
as amended by this Amendment, are to construct, at Successor's sole cost and expense, the Owner Remaining Obligations and the East Side ofQuorum Improvements. Furthermore, the parties
hereto agree that after the Successor so notifies the City of the assignment as provided in this paragraph, the Master Facilities Agreement, as to the East Quorum Property only, may
not be amended without an agreement in writing between the City and Successor. The City agrees that, as to the West Quorum Property only, a default by Owner under the Master Facilities
Agreement, as amended, shall not be considered or deemed to be a breach or default by Successor under this Agreement, and Successor shall be entitled to enforce the terms of the Master
Facilities Agreement, as amended by this Amendment, notwithstanding such default by Owner as to the West Quorum Property. Section 9. Owner's Representations. Owner represents and warrants
to the City that Owner is the sole owner of all of the Remaining Property, is the successor in interest by way of assignment to all of the rights, duties, and obligations of Gaylord
and Columbus under the Master Facilities Agreement with respect to the Remaining Property. Section 10. Notice. All notices provided for or permitted under this Amendment shall be in
writing and shall be (a) delivered personally; (b) sent by commercial overnight courier with written verification of receipt; or (d) sent by certified or registered U.S. mail, postage
prepaid and return receipt requested, to the party to be notified, at the address for such party set forth below or at such other address as is indicated in writing by such party. All
notices shall be deemed effective upon receipt. Third Amendment Tn Master Facilities Agreement Page 7 of8 
To City: To Owner: 5300 Belt Line Road Dallas, Texas ___ Attn: City Manager Attn:-----Section 11. No Other Amendments. Except to the extent modified or amended herein, all other terms
and obligations of the Master Facilities Agreement shall remain unchanged and in full force and effect. Section 12. Exhibits. All exhibits to this Agreement are incorporated herein by
reference for all purposes wherever reference is made to the same. Section 13. Authority to Execute. The undersigned officers and/or agents of the parties hereto are the properly authorized
officials and have the necessary authority to execute this Amendment on behalf of the parties hereto, and each party hereby certifies to the other that any necessary resolutions or other
act extending such authority have been duly passed and are now in full force and effect. EXECUTED at Dallas County, Texas on the day and year first written above. TOWN OF ADDISON, TEXAS
TEXOK PROPERTIES, LP By: Hurst Holdings, LLC, its sole General Partner Ron Whitehead, City Manager Stephen T. Hurst, Sole Member ATTEST: ATTEST: Carmen Moran, City Secretary [ACKNOWLEDGMENTS]
Third Amendment To Master Facilities Agreement Page 80f8 
.' . Master Facilities Agreement With Amendments -EXHIBIT 1 STATE OF TEXAS § § MASTER FACILITIES AGREEMENT COUNTY OF DALLAS § THIS Master Facilities Agreement (hereinafter" Agreement")
is entered into this 17th day of July , 1995, by and between the TOWN OF ADDISON, TEXAS, ("the City"), a municipality organized and existing pursuant to the laws of the State of Texas
and municipal charter, and GAYLORD PROPERTIES, INC., a Texas corporation ("Gaylord"), and COLUMBUS REALTY TRUST, a Texas real estate investment, trust ("Columbus"). RECITALS WHEREAS,
the City is authorized pursuant to the laws of Texas and its Home Rule Charter to enter into agreements with persons or entities intending to undertake any development on real property
for the purpose of providing supporting public facilities and services; and WHEREAS, Gaylord and Columbus hold interests in certain real property located in the City, which real property
is described in Section 3 of this Agreement ("the Property"); and WHEREAS, Gaylord and Columbus desire to develop the Property with a mix of uses that contain primarily multi-family
residential uses; and WHEREAS, the City amended its Comprehensive Plan to provide for an Urban Center & Special Events District in order to reflect the mixing of residential, retail,
office and civic uses within an urban framework which is small in scale and compatible with adjacent developments as an appropriate and desired land use; and WHEREAS, the City amended
the text of its Comprehensive Zoning Ordinance to' provide for an Urban Center ("UC") District, by way of Ordinance No. 095-019, adopted on May 3, 1995, in order to implement the policies
of the Comprehensive Plan relating to the development of the Urban Center & Special Events District; and WHEREAS, the UC District regulations set forth standards and procedures governing
the establishment of land uses within the District; and WHEREAS, amendment of the City's Zoning Map to an UC District requires simultaneous approval or conditional approval of a Concept
Plan for development of land to be included within such District; and WHEREAS, Gaylord and Columbus requested amendment of the Zoning Map for the Property from the Commercial ("C-I")
District to the UC District based on submission of a Concept Plan depicting a development project, which zoning amendment and Concept Plan were approved on July 17, 1995, by Ordinance
No. 095-...Qll.; and .Mot« 'Facilities Agreement -Page 1 of 15 
.' , . Master Facilities Agreement With Amendments -EXHIBIT 1 WHEREAS, Ord. No. 􀀰􀀹􀀵􀁾􀀠Q19 incorporates certain conditions applicable to the approved Concept Plan for development
of the Property and each phase of the development project therein defined; and WHEREAS, the Concept Plan depicts that the development of the Property will occur in three phases, with
multiple subphases in each phase; and WHEREAS, the Concept Plan represents that the development of the Property will extend over a period of up to 12 years; and WHEREAS, the development
of the Property in accordance with the Concept Plan by Gaylord and Columbus will contribute important direct and indirect economic and social benefits to the City including, but not
limited to, creation of a larger, urban-oriented residential population, additional jobs and increased property and sales tax revenues; and WHEREAS, it is essential to the City's public
health, safety and general welfare to assure that the development of the Property is supported by adequate levels of public facillties and services; and WHEREAS, the City Council by
Resolution R95-illll.. approved expenditure of public funds in the amount of $9 million in order to participate in the costs of public improvements to serve the development project;
and WHEREAS, a schedule of public improvements to serve each phase and subphase of the development project, together with a schedule of costs for such improvements, has been prepared;
and WHEREAS, the City has adopted by Resolution No. R95044 a professional services procurement procedure, as authorized by and consistent with Tex. Gov't. Code section 2254 et seq.;
and WHEREAS, it is necessary to provide for allocation and expenditure of said authorized funds for public improvements in order to assure that public facilities and services are timely·
provided to support the development of the Property; and __ .WlIEREA S) the.£it}'-Cmmcil has.-adopted.Resolution-No.R.9SQIhl.Olht&ly ::Iib-· ·19-95 _, 1995) approving this Agreement
with Gaylord and Columbus and authorizing the City Manager to execute same by affIxing his hand and the City Seal; NOW, THEREFORE, for and in consideration of the above and foregoing
premises, and other good and valuable consideration, the CITY, GAYLORD and COLUMBUS do hereby contract and agree as follows: Section 1. DeiInitions. As used in this Master Facilities
Agreement, the following terms shall have the meanings indicated below: 
, ' Master Facilities Agreement With Amendments -EXHIBIT 1 " '.' "Affiliate" means a corporate parent of either Gaylord or Columbus owning more than 50% of the shares of Gaylord or Columbus,
a partnership or joint venture in which Gaylord or Columbus own an interest of more than 50%, or a subsidiary entity of Gaylord or Columbus in which Gaylord or Columbus own an interest
of more than 50%. "Concept Plan" means the Concept Plan for the Property, together with all conditions attached thereto, as approved by the City on Julv 17. 1995 , 1995, and incorporated
into Ord. No. 095032 in accordance with the UC District regulations, and as may be amended from time to time. A true and correct copy of Ord. No. 095032 is attached hereto as Exhibit
1 and incorporated herein for all purposes. "Development Plan" means a flnal development plan approved for a phase or subphase of the project in accordance with UC District Regulations.
"Phase I" and "Phase IT" mean the pians for development of those portions of the Property identilled as Phase I and Phase II, respectively, in the Concept Plan. "Professional Services
Procurement Procedure" means the Cit-j's Professional Services Procurement Procedure, a true and correct copy of which is attached hereto as Exhibit 2 and incorporated herein for all
purposes. "Public Infrastructure Improvements" or "Improvements" means the public streets, alleys, easements and other public rights-of-way, water, sewer and drainage facilities, park
facilities and all other proposed public facilities and improvements shown and described (together with their projected design, inspection and construction costs) in the Concept Plan
and in Exhibit 4 attached hereto and incorporated herein for all purposes. "Urban Center District Regulations" means the zoning district standards and procedures established by Ordinance
No. 095-019 of the City. Section 2. Purpose and Intent. The purposes of this Agreement are to encourage implementation of comprehensive plan policies relating to development within the
Urban Center and Special Events District and to assure that such development is adequately supported by appropriate levels of public facilities and services. . -.-Section-3r -􀀭􀁾􀁰􀁭􀁹􀁲􀀭􀀧􀁔􀁨􀁉􀁈
􀀡􀁲􀀺􀁇􀁰􀁥􀁾􀀮􀀮􀁳􀁵􀀹􀁪􀁥􀁥􀁴􀀭􀁴􀁾􀁲􀁥􀁥􀁦􀁦􀁩􀁥􀁮􀁴􀀫􀀮􀁴􀀭􀁴􀁨􀁡􀁴􀀭􀁲􀁩􀀡􀁬􀁬􀁬􀀺􀀧􀁰􀁲􀁯􀁰􀁥􀁲􀁴􀁹􀀭􀂭described in Exhibit 3, which is attached hereto and made a part of this
Agreement as if fully set forth herein, to wit, all the land lying within the Residential Subdistrict of the UC District, as described in Ord. NoD95-032 and as depicted on the Concept
Plan attached thereto. Section 4. Rights and Obligations of Parties. A. Beneflfs and Burdens. The burdens of this Agreement shall bind, and the benefits of this Agreement shall inure
to, the parties to this Agreement and each of them and their successors in interest. 
: , ' Master Facilities Agreement With Amendments -EXHIBIT 1 B. Assignment. 1. Both Gaylord and Columbus shall have the right to transfer or assign their legal and equitable interest
in the Property, in whole or in part, or any portion'thereof, to any person, partnership, joint venture, firm or corporation at any time during the term of this Agreement; provided,
however, that an assignment or delegation to an Affiliate of Gaylord or Columbus shall not require the written approval of the City, and Gaylord or Columbus shall, upon the City's request,
provide the City with written evidence establishing the relationship between Gaylord or Columbus and the Affiliate. Notwithstanding the foregoing, no transfer, assignment or other conveyance
by Gaylord and Columbus, or either of them, whether to an Affiliate or otherwise, shall relieve Gaylord or Columbus from its obligations pursuant to this Agreement except as authorized
in writing by the City, and the obligations of Gaylord or Columbus under this Agreement may not be transferred or delegated without the written consent of the City, Gaylord and Columbus,
except as provided above. 2. During the term of this Agreement, any assignee or transferee of the rights under this Agreement shall observe and perform all of the duties and obligations
of Gaylord and Columbus as contained in this Agreement, or as it may be amended or revised, as such duties and obligations pertain to the portion of the Property transferred or assigned.
Any transfer or assignment of this Agreement by Gaylord or Columbus shall be in writing and shall clearly provide that the assignee or transferee shall observe and perform all of the
duties and obligations of Gaylord or Columbus, respectively, as contained herein. 3. Any and all successors and assignees of Gaylord or Columbus shall have all of the same rights, benefits,
duties, obligations and liabilities of Gaylord or Columbus, respectively, under this Agreement. Section 5. Public Infrastructure Improvements Schedule. A. Schedule. Exhibit 4, which
is attached hereto and which is made a part of this Agreement as if fully set forth herein, sets forth the nature of the public infrastructure improvements. and their costs to be associated
with each phase of the development project. The Schedule describes the estimated total costs for a particular Improvement for purposes of Section 7 of this Agreement, and further defines
excess and base costs for purposes of Section 8 of this Agreement. B. Dedication of Rights-of-Way. Dedication of all rights-of-way required for a public infrastructure improvement associated
with a Phase of the development of the Property shall be made in accordance with conditions established in the Concept Plan or as required by the approved Development Plan. Section 6.
Pro,cur:ement, Design and Construction Management. Procurement of services, project design and construction management for the Public Infrastructure Improvements for each phase or subphase
of the development of the Property shall be in accordance with the following provis
ions: ·' , . Master Facilities Agreement With Amendments -EXHIBIT 1 I.,.' ' A. Design. 1. Except as provided by Paragraph D of this Section 6, Gaylord and Columbus shall, in accordance
with the Professional Services Procurement Procedure and the Texas Professional Services Procurement Act, prepare and solicit requests for proposals for all professional design services,
including engineering, architecture and surveying, select the most highly qualified provider of services on the basis of demonstrated competence and qualifications, and then attempt
to negotiate with that provider a contract at a fair and reasonable price. 2. Following selection of a professional services provider and price negotiation, Gaylord and Columbus shall
submit the name and qualifications of the proposed provider of services and the negotiated price, together with all other relevant information (including the request for proposals, proposals
submitted by all other providers, and the proposed contract for the professional services) to to the City Council for review. The City Council shall evaluate the information submitted
and vote to approve or disapprove of the proposed provider of services at the negotiated price. In the event the Council disapproves the same, Gaylord and Columbus shall continue to
follow the procedure set forth in the City's Professional Services Procurement Procedure and oLner relevant law until the City Council approves of the provider of services and the negotiated
price. 3. In preparing the request for proposals and the contract for professional services, Gaylord and Columbus shall consult with the City Engineer, City Attorney and other appropriate
City Staff. 4. Following approval of a provider of professional services by the City Council, Gaylord and Columbus shall enter into a contract with the provider in accordance with the
Council's approval. 5. The City shall pay Gaylord and Columbus the fees for professional services incurred by Gaylord and Columbus in the contract for professional services; provided,
however, that the City shall not be obligated to pay such fees to Gaylord and Columbus until such time that: (i) the ,City has received from Gaylord and Columbus a detailed statement
or invoice of the professional services provided, (ri) the final Development Plan for the applicable phase Of subphase of the Property has been finally approved, and (ill) a building
permit for the applicable phase or subphase of the Property has been issued by the City. Upon the receipt of the said -imloice...outatement and 􀁰􀁲􀁏􀂥􀁩􀁤􀁥􀁤􀀭􀁴􀁨􀁡􀁴􀀮􀀬􀁴􀁨􀁾􀀭􀁣􀁯􀁮􀁤􀁩􀁴􀁩􀁯�
�􀀮􀁳􀀮􀀭􀁳􀁥􀁴􀀭􀀮􀁦􀁯􀁾􀀭􀀮􀁓􀁵􀁢􀁳􀁷􀁴􀁩􀁥􀁮􀀭6.A.--Shave been fulfilled, the City shall pay Gaylord and Columbus the amount of the invoice or statement within thirty (30) days of
the receipt of the invoice or statement. B. Construction. 1. Except as provided by Paragraph D of this Section 6, engineering, architectural, construction and other design plans and
specifications for the Improvements shall be submitted to the City Engineer for review and approval. The City shall thereafter solicit bids to construct the proposed Improvements in
accordance with the competitive bid process required by law. Following the opening of the bids received, the City Engineer shall notify Gaylord and 
Master Facilities Agreement With Amendments 􀁾􀀠EXHIBIT 1 , ' " . Columbus of such bids and the City Staffs proposal to the City Council regarding the award of the bid, The City Council
shall thereafter award the bid. 2. In conjunction and simultaneous with the construction of the Improvements, Gaylord and Columbus will be constructing certain private improvements upon
that portion of the Property included within the applicable phase or subphase. Therefore, upon the award and execution of the construction contract between the City and the contractor
and in order to coordinate the construction of the public and private facilities, the City shall assign all of its rights, powers, duties and obligations under the construction contract
to Gaylord and Columbus. Gaylord and Columbus shall thereafter act and serve as the owner and construction manager under such construction contract for all purposes, inclUding inspection,
material testing, staking, supervision and coordination of all construction work, in accordance with the following: (a) Gaylord and Columbus shall use their best efforts to insure that
all Improvements are completed in a timely manner in accordance with the construction contract documents, plans and specifications. Gaylord and Columbus shall thoroughly inspect the
work of the contractor to guard the City against defects and deficiencies in the Improvements without assuming responsibility for the means and met..!Jods used by t.1Je contractor. (b)
Except as provided in Subparagraph (c) of this Section 6.B.2., Gaylord and Columbus shall fully and completely payor settle, by litigation or otherwise, any claims of the construction
contractor arising out of the performance of the construction contract without involving the City. (1) Any construction contract for the construction of the Public Infrastructure Improvements
shall specify that the contractor shall look solely to Gaylord and Columbus concerning any claim under the contract. In accordance therewith: (i) For each such construction contract
Gaylord and Columbus shall acquire and maintain, during any period for which a phase or subphase of the development of the Property is under construction, comprehensive general liability
insurance in the amount of the construction contract or $1,000,000, whichever is greater. Such insurance shall cover any and all claims which might arise out of the construction contract,
whether by the contractor, a subcontractor, materialman or otherwise. All such insurance shall: (a) be issued by a carrier which is rated "A-l" or better by A.M. Best's Key Rating Guide
and licensed to do business in 􀀮􀁴􀁨􀁥􀀭􀁓􀁴􀁡􀁬􀁥􀀭􀀮􀁯􀁦􀀮􀀮􀁬􀀧􀁥􀁸􀁡􀁳􀀬􀀭􀁡􀁮􀁤􀀭􀀨􀁢􀀩􀀭􀀮􀁮􀁡􀁭􀁥􀀮􀀮􀁴􀁨􀁥􀀭􀁃􀁩􀁾􀁤􀁤􀁩􀁴􀁩􀁑􀀮􀁡􀁡􀁊􀀮􀀭􀁩􀁮􀁳􀁜􀁬􀁉􀀻􀁯􀁯􀀮􀀭􀀭􀁇􂂬􀁬􀁦􀁴􀁩􀁴􀁩􀀮􀁅􀁬􀁥􀁲􀁩
􀁥􀁳􀀠of iIll o-f -such policies shall be delivered to the City upon the execution of a construction contract; provided, however, that the City, in its sole discretion and in lieu of
certified copiesof such policies, may permit the delivery of certificates of insurance together with the declaration page of such policies, along with the endorsement naming the City as an additional
insured. Each such policy shall provide that, at least 30 days prior to the cancellation, non-renewal or modification of the same, the City shall receive written notice of such cancellation,
non-renewal or modification. (ii) Gaylord and Columbus shall also indemnify the City, its officers and employees against, and hold the City, its officers and employees harmless from,
at Gaylord's and Columbus' cost, any.and all actions, causes of action, lawsuits, judgments, claims, damages, 
Master Facilities Agreement With Amendments -EXHIBIT 1 , " "(. ' , costs or fees, including reasonable attorney's fees (including claims for contractual damages, or claims for injury
to person or property or death of any person) resulting from or based on, in whole or in part, any act or omission of Gaylord and Columbus under a construction or professional services
contract entered into in the development of the Property during construction of the Improvements and until the City'S Engineer accepts the Improvements as finally complete. The provisions
of this Subparagraph (b)(l)(il) shall survive the termination of this Agreement. (c) In the event that claims from a contractor under a construction contract result from the wrongful
failure by the City to make construction payments in accordance with the terms of this Agreement, Gaylord and Columbus may seek reimbursement in accordance with this Subparagraph (c).
In the event Gaylord and Columbus intend to seek reimbursement from the City for the expense incurred by Gaylord and Columbus in resolving any claim caused directly by the City's wrongful
failure to make such construction payments, Gaylord and Columbus shall notify the City in writing of the claim and any proposed settlement or resolution. The City reserves the right
upon such notice, and at the City's sole election, to make an audit of all books, records, accounts and other data of the construction contractor relating to the claim and overall performance
of the construction contract before approving payment of such claim. The conS\!1Jction contract shall provide for the City's right to audit such claims. (d) Gaylord and Columbus shall
review all invoices or pay estimates received from the contractor and forward the same to the City for payment with such supporting documentation as the City may require. All payments
for work performed under the construction contract shall be made by the City to Gaylord and Columbus for forwarding to the construction contractor. The City shall not make a payment
under any such invoice or pay estimate unless Gaylord and Columbus have provided to the City a certification regarding the invoice or pay estimate and Gaylord and Columbus have reviewed
and approved the same. Gaylord's and Columbus' certification shall be by affidavit sworn to by the appropriate official of Gaylord and Columbus authorized to submit the same, and shall
certify that the estimate of work completed for the relevant period is true and correct to the best of Gaylord's and Columbus' information and belief, has been measured and verified
in accordance with the construction contract documents, and that all construction contract preconditions to payment have been met. Copies of all msterial testing results shall be furnished
with the certification. 3. All change orders shall be processed and approved in accordance with the City's procedure for the review and approval thereof. 4. The construction contract
shall require, among other things, that the contractor provide performance and payment bonds in a form acceptable to the City. The performance and payment bonds shall name the City and
Gaylord and Columbus as joint obligees. 5. All Public Infrastructure Improvements shall become the sole property of the City upon completion of the work and acceptance of the work by
the City. Upon final completion of the Improvements and acceptance thereof by the City in accordance with the construction contract for the Improvements for each phase or subphase, the
City shall take the Public Infrastructure Improvements free from any liens or encumbrances thereon except for any private utility easements and any rights reserved regarding public parking.

Master Facilities Agreement With Amendments -EXHIBIT 1 " "', ' 6. In accordance with the City's Subdivision Ordinance, Ordinance No. 261, as amended, Gaylord and Columbus shall construct,
place or locate all electric utility lines and wires, terminals and other facilities and equipment underground. Within the public streets and rights-of-way, to the extent that Gaylord
and Columbus may be liable for the difference between the cost of constructing such electrical utility facilities overhead and placing the same underground, such cost shall be eligible
for reimbursement in accordance with Section 7 of this Agreement. C. Inspection. Notwithstanding the foregoing, the City reserves the right to inspect, test, measure or verify the construction
work on the Improvements as the City deems necessary. Final payment to the construction contractor shall not be made until all Improvements have been finally completed (as verified by
Gaylord and Columbus and the City) in accordance with the construction contract, plans and specifications and have been accepted by the City. D. Park Improvements. In Phase I, the City
shall contract for the design and construction of the rotary park/open space ("0-_") depicted on the Concept Plan. In Phase II, the City shall contract for the design and construction
of Mildred East Park (center island) ("0_") depicted on the Concept Pla.'1. 1'1. t..\e selection of a professional to design the rotary/park and Mildred East Park and the contractor
to construct the same, a committee shall be formed by the City and Gaylord and Columbus to evaluate the candidates and to recommend a design professional and contractor to the City Council.
The committee shall consist of seven members, four of which shall be City representatives and three of which shall be Gaylord and Columbus representatives. Each member of the committee
shall be entitled to vote on the recommendation to the City Council. The City Council shall select the design professional and the construction contractor. E. Landscape Maintenance.
The The City shall maintain all landscaping and· streetscaping in the public right-of-way according to the specifications and standards set forth in each approved Development Plan, and
as provided in the Urban Center Public Landscape Maintenance Schedule attached to this Agreement as Exhibit 7. The terms of this Subsection 6.E. shall survive the termination of this
Agreement. Section 7. Allocation of Funds, Payment and Participation by Gaylord and Cohnnbus in Excess Costs. . . ---A....--A.llocation-bf-Pbase..and-I!a;vment.-􀀭􀁆􀀭􀁕􀁲􀁵􀁩􀁳􀀭􀁦􀁑􀁉􀀭􀁴􀁨􀁾􀀭􀁤􀁥
􀁳􀁩􀁧􀀺􀁡􀀮􀀠aM-G911SIDIGUen-Githe Public Infrastructure Improvements shall be allocated in the maximum amount of $4,500,000 for Phase I and $4,500,000 for Phase II. If the actual costs
of the Public Infrastructure Improvements for either Phase I or Phase II are less than the $4,500,000 allocated for the respective Phase, the funds remaining for that Phase shall be
reallocated to pay for or to reimburse actual costs of Improvements for the other Phase. Payment shall be made by the City in accordance witll the procedures set forth in Section 6 of
this Agreement, not to exceed the maximum allocation per Phase except as provided herein. B. Alloeation by Sub phase. If any Phase of the project is to be developed in subphases, payment
by the City for any subphase shall not exceed the costs projected in the 
Master Facilities Agreement With Amendments -EXHIBIT 1 ·.I" , Schedule for Public Infrastructure Improvements set forth in Exhibit 4 associated with such subphase, except by amounts
by which actual costs for Public Infrastructure Improvements associated with contracts awarded for prior subphases are less than the total costs projected for such prior subphases set
forth in Exhibit 4. C. Participation in Costs by Gaylord and Columbus. In the event that actual design and construction costs for any Phase or subphase of the development of the Property
(such actual costs being determined at the time of the acceptance and award by the City of a construction contract to construct the Phase or subphase Improvements, and subject to review
as a result of any change order with respect to such construction contract) shall exceed the total· costs projected in the Schedule for Public Infrastructure Improvements set forth in
Exhibit 4, Gaylord and Columbus shall pay the City the difference between actual and projected total costs prior to the commencement of construction of the Improvements for the subphase.
D. Limitations on Payments. 1. The parties recognize that the public parks and open spaces depicted and described in the Concept Plan to be provided to the City by Gaylord and Columbus
in the development of the Property must, within limits, meet a certain standard of excellence. Therefore, the parties have agreed, in improving those public parks and open spaces, on
a maximum and minimum expenditure for such parks and open spaces as set forth in Exhibit 5, the Schedule for Parks and Open Space Improvements. 2. The City shall not pay for any improvements
necessitated by a traffic impact analysis or facilities study required by either the Concept Plan or a Development Plan. 3. No payment for Improvements to any Phase or subphase of the
development of the Property shall be made by the City untila Development Plan for the Phase or subphase has been approved and all rights-of-way for the Improvements to serve such Phase
or subphase have been dedicated to the City, as required in Section 5 of this Agreement. Section 8. Default by Gaylord and Columbns. In the event of a default by Gaylord and Columbus,
the City shall have the right to terminate this Agreement by giving at least thirty days written notice of such termination to Gaylord and Columbus. A. Events of Default. For purposes
of this agreement, the following circumstances liha:l1-constitlIte' Uef.rulr-by-eJayI:cmt1mtl·-cotumtm:!l:-􀁾􀀠---.... --. . I. Failure to submit a Development Plan for a Phase or subphase
within Phase I or Phase II within the time specified in the Concept Plan, plus any extensions of time granted by the City pursuant to the UC District regulations. 2. Failure to be granted
a certificate of occupancy for all dwelling units approved in a Development Plan or revision thereof within five (5) years following the later of such initial approval or approval of
a revision. 3. Failure to meet any other time period required by the Concept Plan, any approved Development Plan, the UC District regulations, or any time 
·' Master Facilities Agreement With Amendments -EXHIBIT 1 . ;", ' period set forth in this Agreement plus any ell:tensions of time granted by the City. 4. Failure to provide payment
to the City for the ell:cess cost of the design and construction of the Public Infrastructure Improvements as required by Section 7.C of this Agreement. 5. Failure to dedicate to the
City land and facilities for the Improvements in accordance with the schedule established in the Concept Plan or as required by the approved Development Plan. 6. Failure to satisfy any
condition attached to the Concept Plan or approved Development Plan not encompassed in Subparts I or 3 of this Subsection 8.A. . 7. A violation or breach of any provision of this Master
Facilities Agreement. B. Cure by Gaylord and Columbus. Gaylord and Columbus shall have a period of not more than ninety (90) days from the time notice of default and termination is delivered
by the City within which to cure any default under Subsections 8.A.2, 4, 5, 6 or 7. C. Reimbursement. In the event of default by Gaylord and Columbus and the termination of this Agreement
by the City, Gaylord and Columbus shall reimburse the City a portion of the City's, expenditure of funds for the Public Infrastructure Improvements in accordance with the following:
1. For purposes of this obligation to reimburse, the Public Infrastructure Improvements are differentiated as "base costs" and "excess costs." Generally, base costs are those costs which,
in the typical development of property, might be provided by a governmental entity; excess costs are those costs which, in such a development, would be provided by a private developer.
The estimated "base costs' and "excess costs" for each phase of development for the Property are identified in Exhibit 4 attached hereto and incorporated herein for all purposes. 􀁟􀁮􀀮􀁟􀁾􀀠Upon
default, and following 3n}LPeriOd oLcure..pxo.vided by this..Ag.J;eemel1t,-. Gaylord and Columbus shall be responsible for the excess costs of Public Infrastructure Improvements in accordance
with the Schedule set forth in E:dribit 4, as follows (examples of the application of the formula are contained in Exhibit 6 attached hereto and incorporated herein by reference): a.
Phase I Excess Costs. Gaylord and Columbus shall be responsible for the total elI:cess costs for Phase I shown on Exhibit 4 which have been ell:pended by the City or for which the City
has become obligated under contract to the date of default, reduced by an amount calculated by multiplying such excess costs by a fraction equal to the total number of dwelling units
for which a certifIcate of occupancy has been issued prior to default and/or the period of cure divided by 1,500 dwelling units (see Exhibit 6); provided however, that upon the issuance

Master Facilities Agreement With Amendments -EXHIBIT 1 :", . of a certificate of occupancy for all of the dwelling units approved in tne original or revised Development Plan for Phase
I, and upon dedication of all open space land as indicated on the Concept Plan to be dedicated in conjunction with the approval of the first Development Plan in Pnase II as required
by the adopting Ordinance and Concept Plan (Exhibit. I), Gaylord and Columbus shall be relieved of all obligations to pay excess costs under this Subparagraph S.C.2.a. . b. Phase n Excess
Costs. Gaylord and Columbus shall be responsible for the cumulative excess costs for Phase II shown on Exhibit 4 which have been expended by the City or for which the City has become
obligated under contract to the date of default, reduced by an amount calculated by multiplying such total cumulative excess costs by a fraction equal to the total number of dwelling
units for which a certificate of occupancy has been issued for Phases I and II prior to default andfor andfor the period of cure, divided by 1500 dwelling units (see Exhibit 6). After
the time that certificates of occupancy .have been issued for a total of 1000 dwelling units in Phases I and II, the obligation to pay excess costs in Phase II shall cease to be cumulative.
Thereafter, in the event of default, Gaylord and Columbus shall be responsible only for the excess costs (which have been expended or for which the City has become obligated under contract
for the subphase) for each subphase for which a Development Plan is approved, reduced by an amount calculated by multiplying the total excess costs which have been expended or for which
the City has become obligated under contract for the subphase by a fraction equal to tne total number of dwelling units for which a certificate of occupancy has been issued prior to
default andfor the period of cure for such subphase, divided by the number of dwelling units approve{! in the Development Plan for the subphase (see Exhibit 6). 3. In the event that
only part ofa Public Infrastructure Improvement listed on Exhibit 4 has been constructed, excess costs for purposes of this Section S. C will be prorated according to the percentage
of completion of the Improvement. 4. . Reimbursement to the City shall be provided by Gaylord and Columbus within 30 days of the issuance by the City of the notice of default and termination
of this Agreement or, if Gaylord and Columbus is entitled to cure a default as provided by Section S.B. of this Agreement but fails to do so, within 30 days following the expiration
of the cure period. 5. The obligations of Gaylord and Columbus to reimburse the City pursuant to this Section S.C. (the "Reimbursement Obligations") shall be secured by anyone of the
following 􀁾􀀨􀁴􀁨􀁥􀀢􀁒􀁥􀁴􀁭􀁢􀁾􀁲􀁦􀁲􀁑􀁪􀁬􀀱􀁡􀁴􀁥􀁩􀁡􀀱􀂷􀀩􀀬􀁾􀁥􀁴􀁥􀁣􀁴􀁥􀁡􀁯􀁹􀁇􀁡􀁹􀁴􀁯􀁲􀁡and-COrumous:------... _ .. a. For Phase I, a deed of trust lien on the real property
contained within Phase I for the Phase I excess costs, which shall be subordinate and inferior only to any liens for the benefit of the lender or lenders providing financing for such
Phase, which deed of trust shall be in the form substantially similar to that attached hereto as Exhibit 8, or as otherwise agreed to by the City and Gaylord and Columbus; b. For Phase
II, a deed of trust lien on the real property contained within the first subphase in Phase II (which subphase shall consist of at least 200 dwelling units) for the Phase II excess costs,
which shall be subordinate and inferior only to any liens for the benefit of the lender or lenders providing financing for such subphase, which deed of· 
Master Facilities Agreement With Amendments -EXHIBIT 1 trust shall be in the form substantially similar to that attached hereto as Exhibit 8, or as otherwise agreed to by the City and
Gaylord and Columbus; c. An irrevocable letter of credit for the benefit of the City by Bank One, Texas, National Association, or another bank reasonably acceptable to the City, in the
maximum amount specified below, which may be drawn upon by the City in the event Gaylord and Columbus shall default in payment of the Reimbursement Obligations; or d. A lien on other
collateral reasonably acceptable to the City. The maximum amount secured by any lien or the amount of any letter of credit given to secure the Phase I Excess Costs (as defined in Subsection
2.a. above) or the Phase II Excess Costs (as defined in Subsection 2.b. above) shall be the maximum unpaid amount of such costs from time to time outstanding computed pursuant to the
terms of this Agreement. The Reimbursement Collatera1 for the Phase I Excess Costs shall be delivered at the time of the first disbursement of funds by the City to pay the cost of Improvements
in Phase I. The Reimbursement Collateral for the Phase I Excess Costs shall be released (or in the case of a letter of credit returned to Gaylord and Columbus) upon the earlier to occur
of (i) satisfaction of tIle obligations of Gaylord and Columbus pursuant to Subsection 2.a. above, or (ii) the failure or refusal of the City to fund its obligation to pay for the cost
of the Improvements for Phase I, except as a result of a default by Gaylord and Columbus pursuant to the Agreement. The Reimbursement Collateral for the Phase II Excess Costs shall be
delivered at the time of the first disbursement of funds by the City to pay the cost of Improvements in Phase II. The Reimbursement Collateral for the Phase II Excess Costs shall be
released (or in the case of a letter of credit returned to Gaylord and Columbus) upon the earlier to occur of (i) satisfaction of the obligations of Gaylord and Columbus pursuant to
Subsection 2.b. above, or (ii) the failure or refusal of the City to fund its obligation to pay for the cost of the Improvements for Phase II, except as a result of a default by Gaylord
and Columbus pursuant to the Agreement. Gaylord and Columbus shall have the right at any time to substitute one form of the Reimbursement Collateral for another or to substitute one
letter of credit for another upon written notice to the City. D. Remedies Cor Fallure to Pay Reimbursement. In the event Gaylord and Columbus fail to reimburse the City in accordance
with the terms of this Agreement, the City shall be entitled to exercise any of the following remedies: _ _._._1.. _ The City sball ha¥.e..1he..righLtO-forec1ose...the deed oLttust-liell-or
lien-GR-Gthliu' ... collatera1, or draw upon the irrevocable leiter of credit, as described in Subsection S.C.5. above. 2. The City shall have the right to pursue any and all other legal
or equitable remedies available to the City, including but not limited to the right to recover damages for breach of contract. Section 9. Representations by Gaylord and Columbns. Gaylord
and Columbus hereby represent and warrant that Gaylord and Columbus have, without the joinder of any other person or entity, the full right, power and authority to execute this Contract
and to carry out the obligations of Gaylord and Columbus hereunder. 
Master Facilities Agreement With Amendments -EXHIBIT 1 ; ," Section 10. Term. The term of this Agreement shall begin on the date first set forth above and, unless otherwise terminated
in accordance with the provisions of this Agreement, shall end on the later of: (a) the date on which the total certificates of occupancy issued for dwelling units for Phase I and Phase
n equal 1,500, or (b) the date on which the City shall have expended all of the funds for which it is obligated hereunder for the design, inspection, review and construction of the Public
Infrastructure Improvements. Section 11. Force J.\.fJijeure. It is expressly understood and agreed by the parties to this Agreement that ifthe substantial completion of the construction
of any private improvements or any Public Infrastructure Improvements is delayed by reason of war; civil commotion; acts of God; inclement weather; governmental restrictions, regulations,
or interferences directly related to the construction of the private improvements or the Public Infrastructure Improvements and not related or connected to the financing or funding of
the development of the Property or any other financial aspect of such development; delays caused by the franchise utilities serving the Property; fire or other casualty; condemnation
proceedings; or any like or similar circumstances which are reasonably beyond the control of the party obligated or permitted under the terms of this Agreement to do or perform the same,
the party so obligated or permitted shall be excused from doing or perfo!l!'ing t.he sa.'!le duru'lg such period of delay, so that the time period applicable to such performance shall
be extended for a period of time equal to the period such party was delayed. Section 12. Texas Law to Apply; Venue. The validity of this Agreement and of any ofits terms or provisions,
as well as the rights and duties of the parties hereto, shall be governed by the laws of the State of Texas. Venue under this Agreement lies in Dallas County,.Texas. Section 13. Entire
Agreement. This Agreement represents the entire and integrated agreement between the City and Gaylord and Columbus and supersedes all prior negotiations, representations andlor agreements,
either written or oral. This Agreement may be amended only by written instrument signed by both the City and Gaylord and Columbus. Section 14. Severability. If any clause, paragraph,
section or portion of this Agreement shall be found to be illegal, unlawful, unconstitutional or void for any reason, the balance of the Agreement shall remain in full force and effect
and the parties shall be deemed to have contracted as if said clause, section, paragraph or portion had not been in the Agreement initlally. -,'---------------------.-----------,-􀀭􀀮􀀭􀀭􀁾􀀬􀀭􀀭-.
-,--------,_.---_. Section 15. Notices. Where the terms of this Agreement require that notice in writing be provided, such notice shall be deemed delivered three (3) days following the
deposit of the notice in the United States mail, postage prepaid, and sent by certified mail, return receipt requested and properly addressed as follows: TO TOWN OF ADDISON: TO GAYLORD
PROPERTIES. INC.: P.O. Box 144 \" \\1 6:p.t: .wHo N. Central Expressway Addison, Texas 75001 Dallas, Texas 75231 Attn: City Manager Attn: Glenn Stinchcomb 
Master Facilities Agreement With Amendments -EXHIBIT 1 " TO COLUMBUS REALTY TRUST: 15851 Dallas Parkway Suite 855 Dallas, Texas 75248 Attn: Bryant Nail Section 16. Incorporation oCRecitals.
The recitals set forth herein are intended, and are hereby deemed, to be a part of this Agreement. Section 17. Recording. This Master Facilities Agreement shall not be recorded except
with the express written consent of the CitY, Gaylord and Columbus. Section 18. Incorporation of Exhibits. Exhibits 1 -8 attached hereto are hereby incorporated in this Agreement in
full by this reference and are deemed to be a part of this Agreement as fully as if set forth in the body hereof. EXECUTED at Dallas County, Texas on the day and year first written above.
TOWN OF ADDISON, TEXAS GAYLORD PROPERTIES, INC. By:_0-+ili L5\::tQQ 7/_._12_1/_Ron Whitehead, City Manager ATTEST: COLUMBUS REALTY TRUST "By:--S.S\.LIt.... __---.::=-􀂷􀀢􀀢􀁉􀀡􀁾􀁆􀁾􀁾􀀠
Master Facilities Agreement With Amendments -EXHIBIT 1 ." ACKNOWLEDGMENTS STATE OF TEXAS § § COUNTY OF DALLAS § This instrument was acknowledged before me on 􀁓􀁇􀁽􀀧􀀯􀁅􀀱􀁉􀀱􀀶􀀸􀁾􀁟􀀠29
,1995 by Ron Whitehead, City Manager of the Town of Addison, Texas, a Texas municipal corporation, on behalf of the said municipal corporation. NOTARY PUBUC, State of Texas STATE OF
TEXAS § § COUNTY OF DALLAS § This instrument was acknowledged before me on 􀀭􀀭􀁃􀀮􀀰􀀺􀀮􀀮􀀮􀀮􀀺􀁾􀀭􀁆􀀭􀀮􀀻􀀮􀀻􀀮􀀻􀀮􀀺􀀮􀀮􀀻􀀮􀀮􀀻􀀺􀀮􀁣􀀺􀀮􀁟􀀭􀀲􀀭􀀭􀀧􀁜􀀧􀀭􀀭􀀬􀀠1995 by 􀁾JJ. ]j-&MMitt
􀀬􀁟􀀮􀀮􀀮􀀺􀀮􀀮􀀮􀀧􀁖􀀼􀀮􀀮􀀮􀀮􀀻􀀺􀀻􀁾􀀽􀀭􀁋􀀭􀀧􀀭􀀢􀁾􀀧􀀭􀀽􀂷􀀽􀀧􀀭􀀽􀀭􀀽􀀭􀀭of Gaylord Properties, Inc., a Texas corporation, on behalf of the said corporation. 􀁾􀁾􀁾􀁾􀁾􀁾􀁾􀁯􀁯􀁾􀁯􀁯􀁾􀁾􀁾􀁾􀁾
􀁾􀀠􀁾􀀠..... "'< BENITA C. BRIGGS 􀁾􀀠g 􀀺􀁾􀁾􀀠Notary PubliC. Stat. of T."", 8 􀁾􀀠"" ",.' My Commission Expir., 􀀰􀀹􀀧􀀲􀀷􀀧􀀱􀀹􀀹􀀷􀁾􀀠􀁾􀁣􀀬􀁾􀁾􀀢􀀬􀀢􀀽􀁯􀁯􀁯􀁯􀁯􀁯􀁯􀁯􀁾􀁯􀁯􀁯􀁯􀁯􀁯􀁾􀁯􀁯􀁯􀁯􀁑
􀁏􀁏􀁏􀀠NOTARY PUBUC, State ofTeX STATE OF TEXAS § § CQ1JNfY OF DALLAS __.L,________ n __ , ••• " ... _ .. n' This instrument was acknowledged before me on 􀂣􀁥􀁰􀁾􀂣􀀠2.,C)' , 1995
of Columbus Realty Trust, a Texas real estate investment trust, on behalf of the said real estate investment trust. MICHELE L COVINO !I.Iotaty Publ.lc STATE or TEXAS My CornmfsslQI'
Expiros 9-22·97 
Master Facilities Agreement With Amendments -EXHIBIT 1 .. :HAPTERXX ROCUREMENT OF PROFESSIONAL SERVICES ECTION 1. DEFINITION OF PROFESSIONAL SERVICES Profession.l Services are those
services performed by an individual or group of individuals where educatiou, degrees, certification, license andlor registration is required for qualification to perform the service.
The service is usualiy based on intellectual qualification as opposed to craftsmanship. Certain Professions are specifically named in the Professional Services Procurement Act (Article
664-4. Vernon's Texas Civil Statutes). !CCTION 2. . PROFESSIONAL SERVICES PROCUREMENT ACT (VTCS Article 664-4) A. This act states that contracts for the procurement of defined professional
services may not be awarded on the basis of bids. Instead, they must be awarded On the basis of demonstrated competence and qualifications, so long as the professional fees are consistent
with, and not higher than the puhlished recommended practices and fees of tbe various professional associations and do Dot exceed any maximums provided by state law. B. Professional
services are defined as those performed by a certified public accountant, licensed arcbitect, pbysician, optometrist, surgeon, registered surveyor, engineer or any group or association
tbereof. <;CTION 3. PROCUREMENT OF ARCffiTECTURAL -ENGINEERING SERVICES (VTCS Article 644-4) A. When procuring architectural or engineering serYices, the entity shall use a two-step
selection process. First, tbe entity sban select an individual or firm capable of performing tbe service, on tbe hasis of demonstrated competence and qualifications. Tile entity shall
then enter into negotiations on a contract at a fair and reasonable price. B. If the entity is unable to negotiate a satisfactory contract with tbe most highly qualified individual or
firm, it shall formally end negotiations with til at person or firm, and then proceed to the next most highly qualified and repeat the process. Negotiations are carried on in this sequence
until a contract is made. C. If any agreement or contract is entered into with one of the above mentioned professionals on the basis of a competitive bid, it is contrary to public policy
and is Ylilil. cellON 4 • PROCUREMENT OF ARCIDTECTURAL OR ENGINEERING SERVICES -FEES . __ . ___ ESTIMATED TO BE UNDER $15,000 􀁐􀁅􀁒􀁾􀁾􀁟􀁒􀀺􀀧􀁟􀁟􀁟􀁟􀁟􀁟􀁟􀀠_______ ._ The Town's staff shall solicit proposals from qualified professionals .,lind the director of tbe using department will select an individual or firm capable of performing the
service, on the basis of demonstrated competence and qualifications. The department director will enter negotiations with tbe selected individual or firm and follow tbe procedures establisbed
by tbe ACT, above. cellON 5. PROCUREMENT OF ARCIDTECTURAL OR ENGINEERING SERVICES· FEES ESTIMATED TO BE S\5,000, OR MORE, PER YEAR. A. An advertisement shall be placed witb a newspaper,
normally used for legal advertising, loptcd 5195 PAGE XX-l EXHIBIT 2 
Master Facilities Agreement With Amendments -EXHIBIT 1 :HAPTERXX 'ROCUREMENT OF PROFESSIONAL SERVICES (cont'd) soliciting Statements of Qualifications from all qualified professionals
interested in providing the needed services. The advertisement shall be run in one edition of the selected newspaper, at least one week prior to the date Statements of Qualifications
are 􀁾􀁌􀀠 . B. The Request for Qualifications (RFQ) shall contain sufficient information to inform potenti,lI arcbitects and/or engineers as to tbe type of project, scope of services
to be performed, and tbe selection criteria to be used. Tbe RFQ will give the relative importance, or weighting, assigned to each of the criteria to be used in the selection process.
The following criteria shall be used, but the RFQ is not necessarily limited to these criteria: 1. The firm's experience in successfully performing similar assignments, scope and size,
for others, 2. The firm's current staff, both size and related experience, is qualified to provide the desired services. 3. Sufficient finances and other resources are available to accomplish
tbe aSSignment, within the time to be allowed by tbe Town, and the firm will be able to provide continuing service. 4. Previous clients, for similar projects, express saUsfaction with
the firm's work. 5. Tbe firm's response, as perceived by the I:0wn's staff, is complete and of acceptable quality. C. An engineer or architect may 􀁢􀁾􀀠selected after the evaluation
of Statements of Qualifications or it may be necessary to interview several of the firm's and further evaluate them on the basis of tbe interview or a presentation, narrowing the field
until one firm is selected for negotiations. D. Wben negotiations are successfully concluded, a recommendation will be made to tbe City Council tbat a contract be awarded to tbe cbosen
firm. A tabulation shOWing all of tbe firms submitting Statements of Qualifications and eacb firm's score, by criterioo,will be attached to the recommendation. :crION 6. PROCUREMENT
OF PERSONAL AND AND PROFESSIONAL SERVICES, OTHER THAN THOSE .. --'-mcEMPIED FROM COMPEIll1VE PRICING ._m 􀀭􀀭􀀭􀀭􀁾􀀮􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀮􀀭􀀭􀀭􀀭􀀭􀁾􀀮A. ProfeSSional services, other tban
those named in the ACT, may be contracted througb tbe use of Request for Proposals (RFP) and selection should be made on the basis of criteria similar to those for Engineers and Architects;
bowever, cost should be an additional criteria, in addition to those criteria used for Engineers and Architects. B. Services with fees under $15,000 per year may be solicited, evaluated,
and awarded by the Town's staff and the using department's director, similar to the selection process for Engineers. and Architects. opted 5/95 PAGE XX-2 
Master Facilities Agreement With Amendments -EXHIBIT 1 ElAPTERXX WCUREMENT OF PROFESSIONAL SERVICES (cout'd) C. Services witb fees of $15.000 or more sball be advertised in two editions
of tbe newspaper. one week apart, tbe last advertisement to run at least one week prior to tbe due date for RFP·s. Tbe selection process will be similar to tbat used for Engineers and
Arcbitects, and after negotiations are successfully concluded the City Council sball be asked to award a contract. D. Below are some of the services held to be professional services
in Texas cases or Attorney General Opinions, according to the LBJ School of Public Affairs, Advance Public Purchasing course: Abstracters, Appraisers, Artists, Attorneys, Auditors, Construction
Manager Consultants, Coordinators of Criminal Investigation, Financial Services Advisors, Fiscal Agents, Law Enforcement Consultants, Map Makers, Models, Plat Book Preparers, Private
Consultants, Property Tax Consultants, Scientists, Supervisors of Public Construction Projects, Teachers, and Third Party Administrators • • pted 5/95 PAGE XX-3 
Master Facilities Agreement With Amendments -EXHIBIT 1 L.\..'/0 DESCRIPTION TRACT I BrlINO a 􀁴􀁲􀁾􀁣􀁉􀀠of land .irualed in the (L W. 􀁆􀁩􀁾􀁨􀁥􀁲􀀠Survey. 􀁩􀁜􀁢􀁾􀀡􀁔􀁡􀁣􀁴􀀠N{l.
482, in the City "r Add;",)", Oat/os C"unLY 􀁔􀁾and 􀁢􀁣􀁩􀁮􀁾􀀠.,11 of Lot.. !l, 12, and 13, .,( 􀁂􀁬􀁮􀁾􀁴􀀠II, 3.IId UX5 5, Q. or 7 Lll' Block D, and 􀁾􀀠puni,," uf LIlt SftC Block
D. in Julilll"s Addit'un, an addition to the CilY of Addi.,,", •• rt:clrr<.l"d in Y"h.me 1, Vase 􀀮􀁾􀀻􀁴􀁬􀀼􀀠or the !Iobp 􀁒􀁣􀁥􀁯􀁲􀁤􀁾􀀠of flan", CoUftty, Texas, also being a I"lflin"
"r Clara $t,eet u ..ba"uon"d by Ihe Tnwn or Addls<1O .., evidel1ced by il\sll'\ln,,,nf reeord<:4 in Yolume 9111R. P.S" 1571 uf the Deed R.Ct"d.. ,)( 0,,11.CllunLy. Texas, and bdns: pari
of. tract of land .tandi"ll in the 01.llt" of Opubco Prop.mies. Inc. :lI; 􀁣􀁶􀁩􀁤􀀢􀁮􀁾􀀬􀀬􀀧􀁬􀀠hy instrument recorded bl Vol"",,, 1141S1, Pogo 3619 ilf the Deed RCCl'''!' "r Dall••
Cl1mlY. Tcxa., ao<.l hemg ",on: I"'<tic:ularly 􀁤􀁾􀀤􀁡􀁩􀁢􀁥􀁤􀀠.... [nnn",,: BEGINNING at & 1/2 inch iron n . ..! ruund at the iotersection "r lhe no.lh righl ...,£.",ay line uf lhe
St. Loui.' .n.l SouthWeslelll Railroad, a 1!Xl foot wide 􀁲􀁩􀁾􀁨􀁜􀀮􀀨􀀩􀁲􀀮􀁷􀀮􀁹􀀬􀀠witl> the ea..t 􀁬􀁩􀁲􀁴􀁾􀀠or a 2() foot illey in I>I<xk B oC 􀁾􀁡􀁩􀁤􀀠oddl('("'; TtmNCE N('tth
00 dcsr""" 01 alitl1l!e 􀀳􀁾􀀠,<;<:nn& Ea.l .Inns the """t Ii"e of 􀁾20 foot aney • di.tan"" "r 'T.l9.37 reet to • 1/2 ina ,,"D tod set witll "H..iLI.Z"U...." cal' in !he "",nth right-<lf.way
line of Mildred Stte,,1 ., 􀁣􀀺􀀡􀁉􀁴􀁯􀁨􀁬􀁬􀁾􀁨􀁣􀁤􀀠by 􀁉􀀮􀁵􀁲􀁵􀁭􀁣􀁮􀁾􀀠tn the Town of AddillOo. TcXltli a' , .. """.1.<1 ill VlIlume YllIR, PlIge 15<\7 uf 􀁾􀁨􀀢􀀠Deed Record..
of O.1bs COIllll}', TOlta.; THENCE SQuth 89 􀁤􀁥􀁾􀁲􀁥􀁥􀀮􀀬􀀠49 minute. 12 :;<x:ond. Ea.q al"nG the !Kluth riGht-of.way line of Mildred Street u. di.\anuaC 200.14 !cet 10 a 1/2 indl
imD rod .el with ·Huilt-7..oUa,.," car ollnll beginning of. cur..., [n the right 􀁾􀁧􀁾􀀠radiu.< nf 77n.1ll feel; THE!'ICE o.mtinuing along !aid south right -<,f-....y lille and 􀁡􀁬􀁯􀁾said
curve 10 the right r.hrouGl•• e..nl.....l 􀀺􀁴􀀱􀀱􀁾􀁬􀁣􀀠 ,t!!l7 degee$ 00 minet ..., 45 ,coonds, an nr< distance or 94.98 feet, beinG, 􀁾􀁵􀁢􀀨􀁣􀁮􀁤􀁣􀁤􀀠hy 1I cbnrd. whicb hear.
South SG <legreC$ I.li minute.. SO _onds EaM. lUld i. 94.92 f"e! in 􀁬􀁾􀁨In a 1/1. inch irOft ro<l !Zt with 'Huitt-Zollars􀁥􀀻􀁡􀁾􀀻􀀠TH ElliCE South fU degrees 48minutC(l V se.:,md.
n,,{ continuing along said south righH,f-",.y line 3 􀁤􀁩􀁳􀁴􀀢􀁯􀁾􀀢􀀠of 155.79 feel 10 • 1/2 inch itOIl rod:r.et wilb 'Hlliu·Z"n"rlI-""I' in 􀁉􀁨􀁾􀀠􀁗􀁾􀀮􀁜􀁉􀀠righl.tlC.way line
(,fQIlUfl1m Dr;,'\,; .. ' ",,'abti<hed by iruttum()tll to (lie Tu_ or Addi!on. Tens 3!l ",cord<:4 in Volume 82003, Page 1073 "f Ih" 􀁄􀁾Record... or Oallas Clla..)'. T.","Ul; mENCE S<>udt
07 degree. 00 rumu!.s 2.1 oeconds West along the .aid west righl-of.wa), line of OUO!'lll" Dr;"." tll.l"nee aC 226.99 feet to a 1/2 inch iron rod sct wIth "Huiu,ZoIlars" cap ,at the
􀁢􀁥􀁩􀁬􀁩􀁾􀁮􀁬􀁊􀁬􀁧􀀠of .!. curie ttl the lefl havinlO • radius of 1472.J9 fccl; THENCE continuing aloag aloag said Wetl righHIi-W'4Y lim: and aLll111 uld curve In lhe left thn>uloob
a ""nl",1 􀀢􀁮􀁾􀁬􀀢􀀠of 06 dcV<'"" 51 ",!nutelt 23 seconds. lUI 􀁯􀁲􀁾􀀠􀁤􀁩􀁳􀁴􀁾􀁬􀁉􀁣􀁣􀀠01'176.62 (1.1\:1., being sob(WId.d by a chord which 􀁴􀀾􀁣􀁾􀁬􀀢􀀧􀀮􀀠Soutlll};! degrees
34 mlnoo:a II ".;;cmdA We.!, &%Ill 􀁾􀀠175.52 feet in length to I. 1/2. In<:b imn rnd ""t wilh -Huirl' ZOIIa.... ca(l; . THENCE S<iulh m degree. Ill! minute. 00 seeondl West e<>atinnjog
along said west riahl-of.way line 􀁾􀀠.Ji'lane< t,r 13t.2l! fcd. tu a 1{2 blel! itOll rod found ill 􀁴􀁨􀁾􀀠n(ln.b right-or-way tine: (If /laid St. t.ouis and SOUIn.",,,,WII It.ilro.ad;
THENCE S"utn (IIi degree., 45 minUlel 00 se«)nds West along north right,of-way Iblt of Wd Se. Luui., ;."..t SO'IIthwes!em I\allro.ad 􀁡􀁤􀁬􀀧􀁴􀁾􀁣􀁥􀀠Qf 456.00 feel 10 Ihe. POINT Of'RP.OlNNll'fO
411d CONTA[}<lNCi (,.:'\5K a<,,of 1..0<1 m....c Of ...... •􀁾􀁐􀀺􀁲􀁉􀀢􀀢􀀧􀁬"'".... EXHIBIT 3 TO THE MASTER FACILITIES AGREEMENT 
Master Facilities Agreement With Amendments -EXHIBIT 1 LAND D£.'IcRJmON TlIACT 2 BElNG a trocl "r land .ituated in the G. W. Fi,hc< Survey, Abstract No. 01.82, u.. the City or Add,"'n,
'Dalt,,, Cllunry, Ten'>, and being lin (I' l.ot l of Block P, ant! Hl">rthm or u\( 2 rlf Bhlck 1', in 􀁊􀁵􀁬􀁩􀀳􀁮􀀧􀁾􀀠Addili,)n, un addicion 1(1 the City "rAddison, as recnrdcd in
Volllme 1, Pose 538 􀁾􀁦Ihe Mllr 􀁒􀀮􀁣􀁯􀁲􀁤􀁾􀀠􀁾􀁦􀀠􀁄􀁾􀁉􀁬􀁡􀀮􀀧􀀠􀁃􀁾􀁵􀁮􀁜􀁹􀀬􀀠􀁔􀁾􀀢􀀢􀀧􀀬􀀠,mo \",ins !"Irt or three InO» of la1Id iunding In Lhe n.me flf Opub<!l Pr"I"'rUc:."
Inc. a. cYidcnce<.l by I"""u"'."L' recorded in Volume 􀀸􀀴􀀱􀀮􀁾􀁬􀀬􀀠Page 􀀳􀁕􀁬􀁾􀀬􀀠Volumell20211, 􀁐􀀮􀁾􀁣􀀠O!\l!4, and V"lumo 1ml2(1, Page (IoHK all or the Oeed Ro",,,d. of Dall
.. County. T""". /lAd being more particularly d ..",ibe<l M follows, REOfNNING .1 a 'lIZ inch iron ",d ,cl with 'Huiu-Zul1"",' cap .llhe intersect;!)n of (he e..1 line "I' a 211 [II,>!.
􀁾􀁹ill Block F "f ,aid addillolt with the north nghC,,,r,Wl!Y 􀁬􀁩􀁄􀁾􀀠of Mildred Street 3" 􀁥􀁾􀁴􀁾􀁢􀁬􀁩􀁯􀁨􀁥􀁤􀀠by iMllumcnl ,n the Town of Addi,,,n, Tau oS recorded in Volume
9111S, Page 􀁬􀁓􀁾􀀱􀀠or th. Deed RerurJ., or D.O•• C()unty, TelOs, .akI poi.t oW;o being in a 􀁰􀁾􀁲􀁴􀁥􀁤􀀠cut liM at: Addison ClIofere"'" C.'1Ilcr ' Addi""" Centre Thealer pIal as
recorded in Vnlumc !1(l241, rig<> 'l807 􀁾􀁦􀀠o,,:! Deed 􀁒􀁾􀁣􀁯􀁲􀁷􀀠"r OalLu County, Texa!i;. lUENCE North 00 o.:gre"" (11 minute 39 .....){lel.< 'Ea'l .1""II1h¢ ca.<t line of .!lid
20 foot alley aDd ,he ea.{ line of !M Addison Conr"",,,..: Ce'llter pIal a dist."«-Qf 1S3.4!C {""" 1(, • n"".inch trnn rod r"'IM lOt 'he au'" s(mthcriy norlh..."" corner of ,aid Addi","
􀁃􀀰􀀱􀀾􀁴􀁥􀁴􀁥􀁾􀀠Cenrer plal, THENCE! Suuth R9 degrcos 57 minulCl< 01 ."",md. West alnng. a north line of $ald Addison CnnferenCQ 􀁃􀁾􀁮􀁬􀀡􀁬􀁲􀀠plat 􀁾􀀠d,'Lance "f 1:!O.89 feet
to n 1/2 inch Iron rod 􀁾􀁴􀀠witb "Huitt-ZollArs' CAp; Tl-leNC'E NOrlh ()(l dellrCCll Q6 mi"llIcs 05 second4 Wt;Sr alon{t an ca!!lliac of 181<1 pl3t 􀁾􀀠􀁤􀁴􀀮􀁴􀁾􀀮􀁣􀁣􀀠(If 􀀲􀁬􀁬􀁬􀀮􀀮􀀮􀁾􀁱􀀠fcCI
tn a a 1/2 iach iron rod SOt wllh 􀂷􀁈􀁬􀀱􀁩􀁬􀁬􀀮􀀭􀁚􀁮􀁄􀁾􀀬􀀬􀀢􀀠cal' *1 the ",ost northerly nonheul eol'1!.u said plat; THENCE. Soulh 􀁾􀀹􀀠􀁤􀁣􀁳􀁴􀁾􀀠53 minute. 55 sccnml._ W"",
oI{...􀁾􀀠the Mrth line of said pIal *dllt&nC¢ "r 􀀺􀁺􀀮􀁾􀀴􀁟􀁾􀀱􀀠feet to l 1/'1. Ineb itun to.! set with 'Huitt-Zelia';' Clip in Lh.c we5L line or ""jd Opub.n Propcru"" Inc. a. r""""dGd
in v"t!l.1tlC 82020, P:IgC \l6l!8; THENCE North 00 dogr= 12 minnle.< 25 ""coads East .Iong tile west line of said Opubc;o trad a diM.nee of RSO.70 C••I 10 & P.K. nail set in concrete
h.t<C ur ten,,, ""'" al tbe ntln:hWlOS.( ",,,ncr of !<aid Op"lx:" tract; THENCE Saadl. 89 ,Iegrees 05 ••innl(:>; 􀀴􀁾􀀠,'ICC...d< a.,.t aiong the 1",t mcntioac<l Opuf,nc 1<'1d and Ihl:
... nlh lille of said Opu!x:o I"", ..., 􀁾􀁤ill Volume 8202IJ, Page 0G84 a dlmllte of &;0.14 Ceet to a 1/2 inch unn md o.:t with "a:llil%-Zotlau" 􀁾􀁰􀀠in 􀁴􀁨􀁾􀀠,..,,"1 rillbc-<.r,way
􀁬􀁩􀁮􀁾􀀠(If QUatum Dr;"'" 􀀺􀁴􀁾􀀠C'llablishcd by in>!rUlnenl til 1M Town or Addi""n, T.n, as retatded ill Volume 82m. Pag, 1013 of {he Deed 'Records of Dallas <':OUIll.Y, rcxu, THENCE
South 00 􀁭􀁩􀁬􀁬􀁵􀁴􀁥􀀮􀁾􀀠55 􀁾􀀽􀁤􀁳􀀠13 seconds West along the west rigllJ:.of·way line (If Quorum Drive • !lisl&ace of 1089.96 feel to a 1/2 inch iron roo ,;c( with ·Hlliu,z.un.rs'
cap at the beginning of a cum to the right bame 􀁾􀀠I'1IQiWl of 1..1'12..19 feet; . . -􀀭􀁬􀀧􀁈􀁅􀀺􀁎􀁥􀁥􀀭􀀼􀁏􀁉􀁉􀁉􀁩􀁾􀁗􀁏􀁉􀁴􀁲􀁬􀁾􀀢􀁉􀁉􀁉􀀧􀁾􀁾􀁈􀁤1Il0lflt....llt􀁃􀁉􀁉􀁉􀀧􀁉􀀢􀁮􀀨􀁬􀀧􀁲􀁨􀀡􀀢�
�􀁴􀀱􀀯􀁬􀁉􀁬􀁮􀁨􀁾􀀠ifceiitraraffglo or 06 desreC$ 􀁯􀀮􀁾􀀠minutCK 10 """"'.... !lIl lU'C dituma: uC 147.!/O [""I, b.:in& ,uhtCMcd hy l chord which hear' Soulh fl'J dc",eea :t/minl.\lc3
411 secoodo We.<t, and is 147.lG r.:", itllagtb tAl a 1/2u..d:a i.ron ",<I ••t wit h 'K\.iu, 􀁚􀁯􀁮􀁾􀀧􀀠ClIP; THENCE South (f1 degrees 00 􀁭􀁩􀁮􀁷􀀨􀁾􀁉􀀲􀀳􀁉􀀮􀁥􀁃􀁏􀁬􀁬􀁗􀀮􀀠WCf4
continuing along the we,! right-of-way line of Quorum. Driv.: I di.llIICO of 1l.Z1 fee'! to a I/l lI.en IrOIl ro<lllC\ willi ''Huitt-ZoIlau'' cap III tbe <akI.ltl1\h nghl-"r'\I(;.IY
IY line uf Mildred Str ••t; 
Master Facilities Agreement With Amendments -EXHIBIT 1 ·. " THENCE Non!> 82 degrees 4$ minute, V ""colld. W""! alo<l& rhe i'/",th riaht-oi-w.y Ii,," ,,( Mildred Street. Ji.,t..."" of
ISS,5:'\ 􀁦􀁾􀁾􀁬􀁬􀀢􀀠a l/l iod! i,on rod ",I whn "Huitt·Z..!h"s-l'ap 􀁾􀁴􀀠the beginning of a <\1"", 10 rh" IU(1 having. radi\ll(, "flISti.1J3 feet; THENCE ."ntiouing along $aid north
ri!Jht·of·way liae and along said cUl"'le (0 the left throllgh a ecntnd angle ui (r7 deyees 00 minute. 4S t'<:Cllnd., an arc dj,r.nce of 104.77 fcc!, bei"g slIblc.ndcd by " ch<1rd which
h<:ar. Noeth 86 degrees lS min,,"'. 50 seooQdS West. and 􀁩􀁾􀀠H14,11 􀁦􀁾􀀧􀁃􀁴􀀠in length In 31/2 inch iwn ",<1 .ef with "Hu.iuZollars' cap; THENCE North 8') degree 49 minules 12 􀁾􀁣􀀨􀁬􀁬􀁜􀁤􀀮􀀠
We'! eontiuuiog along thcc'!1orlh right-or-way line of Miltlr.d Sho.t 􀁾􀀠.!iotana of Z<l9.3S fect to tbe POINT OF BEGINNING and COm"INING 21,255 ".ru< "fland 􀁭􀁭􀁾􀀠or 1(."'..,"1.

Master Facilities Agreement With Amendments -EXHIBIT 1 , ' .. ' , BEING ... trt.C! of land situated io tbe G. ..... F"\,.ru;r Survey. Abo!rac! N,). -lII2, in the CllY lIf 􀁁􀁴􀁬􀁤􀁩􀀮􀁾􀀬􀀾􀁮􀀮􀀠D.Il
M CUUlIIY. Texas. And being p"'t til tw" trae!. at L:wlllanding in the name "e Opubco l'rupcrlic;.,. Inc. as evidenced by in$lrum<:nts re.:orded in 􀁖􀁯􀁬􀁬􀁬􀁬􀁬􀀱􀁾􀀠􀁾􀀱􀀧􀀱􀀬􀀠I'oge
.1619, and Volume S20W, Page 0684 aU of the Dccu Rccllrd. ()( Dallas Ca\Ulty, T""M ,nt1 hci"ll more l'"rti<:1ll.,1y 􀁤􀁥􀁾􀁣􀁲􀁩􀁢􀁣􀁤􀀠a. ("U"",,, BEGINNING ...... l/l inch iron.04
••t ..itA 􀂷􀁈􀀮􀁾􀀬􀀭􀁺􀀮􀁯􀁬􀁬􀁡􀁲􀁳􀂷􀀠cap at th. intersection 01 tho n(>t(h rlght·of-way Ii". 01 the SL Loui. ""tI SouthWIIsreru R;lil.oau. • lLXl foot wide riGht.o[ .... ay. with
east right-of-way line of (Juorun. Drive os ..I.bli.hct! by "",uum",,! to the TOW'll 01 Atldiwn, Te ......., recorded in Y<>lwno 8211>3, P.gc '!lin o{ tbe o....,d Records of !lall••
C.nun!y, To...: TI-lENCE t>/Qrth 00 mioULes 08 seconds 00 .,", ........ E""l .kIDS the ...,1 􀁲􀁩􀁾􀁴􀀮􀀢􀁦􀀮􀁗􀀧..y li"o <lr (Juurum Drne a di.<llllCc .,f96.69 !eel 10 a If'}. inch
if"" to<'! l.et wttll ·l!um·Zolla!$" cap at 􀀡􀁬􀀡􀁾􀀠beginning of a curvet" the right hmng a radi.u.< or 139Z.39 feet; . THENCE continuing al<lng .aid c",'1 right-of·_y 􀁵􀀮􀀮􀁾􀀠of
QUNom DrM and along .aid C.\lI"'" to the tight througn • ""nlr,,) ;Ingle of 06 􀁤􀁏􀀡􀁬􀀡􀁾􀀢􀀡􀀠52 minute. 23 ,ea"""" ." arc distance Cl1' lo7.m 􀁦􀁣􀁥􀁾􀀠beill& wbtendetl hy a chord
which bear! !'lorth 03 degree:., 34 minute. 11 sec0nd4 East, and .. 166.9:\ reel ;n length (e> a 1/2 ina. ;,on tllLl .ct with ·HlIltt.ZoRars' co!'!; 'tHENCE !'lorth 07 􀀼􀁫􀀺􀁬􀁬􀀢􀁣􀀬􀀺􀀬􀁾􀀠00
lIIinuteS 23 ",comb E.51 conlin";"g allmll, the eMt right ... r.W'",y lin. of Qllnrum Drive a dlslAnce IIr 319,26 to l 1/2 ;,u,h imn Ind, $<:1 wim ·1-Iuitt·ZoUan' cap at the beginning
of a curvc to tlle left hzvinll • raeli... III l4n.39 fect; THENCE confuluing .long said ....1 right""r· .... y Ilne of Quorom Drive lind allllll: SAW <UtVe 10 the left thtlmgh • 􀁣􀁣􀁮􀁮􀁴􀁬􀀢􀁾􀀱􀀠
auslc llf {Iii clCfll'ct:& as minutes 10 secontb, an nrc tJi>!an<c (If t.'ifi.40 fccl. bc;ing 􀁳􀁵􀁢􀁴􀁣􀁮􀁤􀁾􀀠by a cboru IrIUch beau N(lnb 03 degree.< 57 mmulcs 4..'1 ",c<lall. EA.:It,
And i.s 156.:13 feet in letl@lh lu a 1/2 inch iro1.'l r<...t ,.t with 􀂷􀁦􀀡􀁬􀁉􀁩􀁬􀁾􀂷􀁺􀀮􀀮􀀮􀁵􀀮􀁬􀀧􀁬􀀼􀀧􀀠eop: THENCE North (lO degree! 55 􀁭􀁩􀁮􀁜􀁬􀁬􀁾􀀠13 ,cellO<!.. I!ast <"o(iulling
al,,,,, the e ..􀁾􀀠rlibl'Of'W!lY Ii"" of Quorum Drive a di.<lanc" 0( 10000J.9') leet to u l/. inch u-on rod 6ct whh 'Hlliu-7..o1lara· <:al' in the north line o( said Opubco Ind lIS
recorcl4d in Vol""", !!2l120, Page 0684; THENCE South 8!1 delV=" OS mmute.< 􀁾􀀠􀁾􀁑􀁤􀁳􀀠East along the north line 01 said Opubt:o tract It 􀁤􀁩􀁾􀁴􀁡􀁄􀁴􀀺􀁥􀀠III S4:l.S3 feet 10 a
1 S' h:lckborry ""'<>' !rtl.. which • 1/2 indt iron rod set with 'rand_' ' ... p be .... N".th M9 degrees 􀁯􀀮􀁾􀀠",milt.. 4S "",-",nd, Wer.t a dilllan.:.: of 2,00 r""l; THENCE liuuLh
no dCll"ces 55 minutos 13 􀁭􀀺􀁑􀀼􀀱􀁕􀁾􀀠West a wstlll\l:C of 1S61.42 feet t" • 1/2 i.ncl\ irnn rnd 'ct with "Huitt·Zenar.' ...p in th;.: Dunh righl.or,way SDe ar 􀁾􀁡􀁬􀁤􀀠St. Lnlli$
and ::;""'hWll><l....n Railr(lQ<j III & point lor a OOt"oct; -'fHENC-l! s,,1IIh-66 􀁤􀁥􀁧􀁲􀁣􀁾􀀴􀀵minutes OO-se<;OlId. 􀁗􀁾􀁮􀁴􀁇􀁣􀀡􀀦UIe'iQi'tl!:liillforui1tSt.-IAUlS u<l-s..utllwa'lcrii
lI.alItoad 􀁾􀀠oot.OlI.ce 0{ 648.95 feet to the POINT OF BEOINNINO lUId CONl'AlNING 2L477 acr.> "r l,mu mnre " .. 16.'1. 
Master Facilities Agreement With Amendments -EXHIBIT 1 , , " ADDISON URBAN CENTER COST PROJECTIONS OF INFRASTRUC11JRE IMPROVEMENTS 06122195 .gEl \1 BASE COST EXCESS COST TOTAL COST "\lIIl
Drive (1650 L,F,) S464,000 S464,000 S928,000 red West of Quorum (3611 L.F.) S140,000 $140,000 $280,000 "\lIIl Rotary Open Space (0.58 Ac) $468,000 $468,000 S936,000 :ue Park (0.96 Ac)
SO $535,000 $535,000 ,t R -3 (425 L.F,) $0 $445,000 $445,000 ,t R -4 (575 L.F.) SO S596,000 S596,000 t M·l (680 L.F.) SO S780,ooO $780,000 'ALS 51,072,000 53,428,000 54,500,000 EXHIBIT
4 TO THE MASTER FACILITIES AGREEMENT 
Master Facilities Agreement With Amendments -EXHIBIT 1 M rum Drive (2075 L.F.) of street) Ired East of Quorum (419 L.F.) 5t of Spectrum) trum (1275L.F.) Mildred Open Space (1.13 Ac)
rum North Park (0.69 Ac) :s Park (1.43 Ac) ; (525 L.F.) , (400 L.F.) 􀂷􀁾􀁏􀁕􀁊􀀠; (325 L.F.) Z (1275 L.F.) PHASE II BASE COST EXCESS COST TOTAL COST $260,000 $260,000 $520,000 $159,000
$159,000 . $318,000 $182,000 $182,000 $364,000 $305,000 $305,000 $610,000 $0 $295,000 $295,000 $0 $675,000 $675,000 $0 $270,000 $270,000 $0 $205,000 $205,000 ro $322,000 $322,000 SO
$166,000 $166,000 SO $624,000 $624,000 ----------.-------.---------.---->-----.._--􀀭􀀭􀀭􀁾􀀭􀀭􀀮􀁾􀀭􀁾􀀮􀀭􀁾􀀭􀀭􀀭􀀭􀀭􀀭red east ofSpectrum (590L.F.) SO $131,000 . $131,000 'ALS $906,000
$3,594,000 $4,500,000 :: The above cost projections include costs for private utilities, engineering, special review, independent inspection and construction costs associated with Phases
I and II e Urban Center. . 06122/95 
" Master Facilities Agreement With Amendments -EXHIBIT 1 " '. SCHEDOI.L; J:OR PARKS AND OPEN SPACE IMPROVEMENTS ADDISON URBAN DISmrCT . 􀂷􀁾􀂷􀁕􀁎􀁥􀀠21, 1995 MrNUMUM MAXIMUM ALLOWANCE
ALLOWANCE I.) Quorum Rotary (0,58 Ac) 870,000 1,000,000 2,) Bosque Park (0,96 Ac) 500,000 570,000 SUBTOTAL PHASE T 1,370,000 1.570,000 3,) Quorum North Park (O.69Ac) 290,000 300,000
4,) East Mildred Open Spllce (l, IJ Ac) 580,000 640,000 5.) Mews Park (1.43 Ac) 650,000 700,000 SUBTOTAL PHASE II 1,520,000 1,640,000 TOTAL 2,890,000 3,210,000 ---_. ------------------􀀭􀁾􀀢􀀭􀀭----�
�􀁾􀀠-,. -􀀮􀁾􀀮􀀠-.. ------------Estimates include al! costs associated with bid document preparation, construction, inspection., utility service, etc, necessary to complete the parks,
EXHIBIT 5 TO THE MASTER FACILITIES AGREEMENT 
·' " , ., Master Facilities Agreement With Amendments -EXHIBIT 1Elcample 1. Default during Phase I. Council approves Development Plan for 500 dwelling units; Gaylord and Columbus default
after certificates of occupancy have been issued for 250 units. Excess costs = $3.428 million. Gaylord and Columbus liability = $3.428 million, reduced by 250/1,500 x $3.428 million
(12.5% reduction), "" $2.999 million. Elcample 2. Default during Phase IT (less than 1,000 dwelling units have received certificate of occupancy approval). Gaylord and Columbus constructs
500 dwelling units in. phase I, defaults after certificates of occupancy have been issued for 400 dwelling units in. Phase IT. Cumulative excess costs for Phase IT = $1 million Gaylord
and Columbus liability = $1 million, reduced by (500 + 400)11,500 x $1 million (60% reduction), "" $400,000. -Elcample 3. Default during Phase IT (at least 1,000 dwelling units have
received certificate of occupancy approval). Gaylord and Columbus constructs 1000 dwelling units in. Phases I and II, defaults after certificates of occupancy have been issued for 100
of 200 dwelling units approved in. the Development Plan for the next sub-phase of Phase II. Excess costs for the sub-phase = $500,000. Gaylord and Columbus liability == $500,000, reduced
by 1001200 x $500,000 (50% 􀁊􀁾􀁉􀀡􀁱􀁴􀁩􀀮􀁑􀁉􀀡􀁌􀀺􀀺􀀮􀀤􀀮􀀲􀁊􀀮􀁑􀀬􀁑􀁑􀁾􀁌􀀠.... _. _. _. __... . __ --•. -• -__.. --. -----... --• --• --_. -EXHIBIT 6 
Master Facilities Agreement With Amendments -EXHIBIT 1 Example 1. Default during Phase I. Council approves Development Plan for 500 dwelling units; Gaylord and Columbus default after
certificates of occupancy have been issued for 250 units. Excess costs = $3.428 million. Gaylord and Columbus liability = $3.428 million, reduced by 250/1,500 x $3.428 million (16.6%
reduction), = $2.8566 miilion. Example 2. Default during Phase n (less than 1,000 dwelling units have received certificate of occupancy approval). Gaylord and Columbus construct 500
dwelling units in phase I, defaults after certificates of occupancy have been issued for 400 dwelling units in Phase II. Cumulative excess costs for Phase II = $1 million Gaylord and
Columbus liability = $1 million, reduced by (500 + 400)/1,500 x $1 million (60% reduction), = $400,000. Example 3. Default during Phase n (at least 1,000 dwelling units have received
certificate of occupancy approval). Gaylord and Columbus construct 1000 dwelling units in Phases I and n, defaults after certificates of occupancy have been issued for 100 of 200 dwelling
units approved in the Development Plan for the next subphase of Phase n. Excess costs for the subphase = $500,000. Gaylord and Columbus liability = $500,000, reduced by 100/200 x $500,000
(50% reduction) = $250,000. __ '" _______ 􀁾􀁟􀀠_ 􀁾􀀠_________ <w _ 􀁾􀀮􀀠__ • __ • _____ 􀁾􀀠_ ••• ' __ • _ 􀁾􀀠_____• ______ •• _____ -􀁾􀀠EXHIBIT 6 
Master Facilities Agreement With Amendments -EXHIBIT 1 URBAN OENTER -pImLIC LA.N'DSCAPK llA.IN'rENANCE SCmmpr,B UNDSCAPE MAINTENANCE The following mInimum standards of lendseape mainteDflIJCII.hall
be emplClf9d: PART 1 -OBN"ERAL L1 SCOPE: A. Complete uteriOl' landscape maintenance u apacifted md.uawu on all deYelopmenJ; p:UW rot Uie Urban Center Distriet. B. Keep allle.m'!scaped
areas in I. hWtbr aDd neat condition. Refer to Part " Sc:hed:u1es herein. 0. Ineludo WII.terlD.& l'IIrtillIIltlon, p:nm'n& apr8,)'t.ll& cmrm1tng,-dine. herlrieide appUclltlocs, 'bed.
c:ultnat1.on, edging. and. mter remonl bs landlcape U88IL D. Coordinate maintenance sehedule to assu:re I. minImum amount or lneonvmiSOOl to f'ullity operators. LZ DAMAGE: City l.!J
recpoIll!ibls 1br repalrlng any ilamaf'l 􀁴􀁨􀀮􀁡􀁾􀀠reeuIts from the maintenance operation. PART , -pBODUars ILl COMMEBCW. FEB.TlLIZEB: A. Shad, TreeI, Groundcovera, lind Non-Flowaring
Shrubs: J.U.10 elemmt percentage (3 lJ2 ratio) with a mjnimum. K aulphm and 􀀬􀁾􀀠iroll plUl trace II1ement8. Nltropn 􀁉􀁏􀁾to be at least IIO'JI 􀁡􀁬􀁯􀁷􀁲􀁥􀁬􀁥􀁵􀁯􀁕􀁮􀁡􀁴􀀧􀁯􀁲􀁊􀁉􀁬􀀡􀁉􀀱􀁤􀁡􀁬�
�􀁬􀁾􀁊􀁑􀁬􀀮􀁌􀁯􀀮􀁲􀁟􀁾􀁟􀁃􀀰􀁁􀁴􀁥􀀴􀁁􀀺􀁲􀁥􀁡􀀠􀁡􀀻􀁣􀁭􀁾􀀮􀀠_... . -,. ------.--' -------􀁾􀀠----"---. B. c. EXHIBIT 7 TO THE MASTER FACILITIES AGREEMENT 
. d ts -EXHIBIT 1 Master Facilities Agreement With Amen men U HERBICIDES: 1. Pre-emel'pnt: Dacthal granulet. 2.8 PESTICIDES: A. 􀁾as required Cor s.afe control oltha particular 1nsect
or disease that may infll8t the plantiJ:!p. B. Complete apra,mp with aUcel*d applic:ator. U BED )[(JL()ffi iU WATEBlN&. A. Check operation of the al.ltomat:ic lrripticn I)'Aem 8lld adJ1IIIt
timtn" u raquiNd.. B. Tab into conalderation apecIfIc site conditiona and campensate.,..tam', timin, tor areo in shade. Iloping areas, and weather coDditions. c. PNcram the control1e1'
110 plant and 1a1l11l1l'8U reuiye an inch to an inch and ono-halt atwater pel' week. Rat'er to manutaeturv for pl*ipitatloa 1'atee 01 the 􀁾be.d. D. VImalI:y check th& 􀁾-kb-durina'tb4
.ummer JlI.OaUla and montblY December throu&b Mmlh. E. ProIIIpt17 repair tJ:J:f d'mapa to t,18tem and nmMb' operation problem. 􀀭􀀭􀀭􀀭􀀭􀁾􀀭-----.---.---------------A.. o-aI: Roter
to Pm Soheduiea tor m:tilizer applli:Ation . 􀁾Water thoroujblJ after each app1IcItSOD.. B. !bacia Trees: Fertilize annuallY at the rate ot 1.6 lb. PI1' Inch ot tree ealf:per by 􀁷􀁕􀁴􀀧􀁯􀁾􀀠brwdca.
rt:lng fertiliRr t.fQUIld the drip line of the tHe. Uae 8 l.J2 ,atIo. -----------. 􀀭􀁾􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭--If Ot.uln, 
· d ts -EXHIBIT 1 Master Facilities Agreement With Amen men o. 􀁾FI.o1l11lrlni Tree.s. Bhru.bI. Annualll aDd PerenniAle. InbedIJ, will'0!'tlI.!y1lpl'e.e.d 􀁲􀁥􀁾lib the rate or S lba.
per 100 lIq. it. For t:r-cwle, broadeut around the drip line at the rate or lib. per lnch of tree caliper. 3.3 PRUNING: Trees: Complete Wa work with experienced tree pru.ning persoDlllll
onl,y. In pueral, thin out and remove UIJ' de.8.d wood and ehApe to malntaln 57DJDlet!:7. DO NOT SHEAR OR TOP TREES 8. Spring nowarlnc 􀁾􀀮and Sluubt; Complete pl'UIIirl.c as noted abow
after bloom.iJlc perlod. c. 􀁾􀁬􀁐􀀧􀁥􀁥􀁮Shrubs: Prune 􀁳􀁥􀀱􀁥􀁣􀁴􀀱􀁾aa their growth warrante to remain inbacmda anel to mmtua.l17 torma. 80MmAIllI. Remove any dead wocxIa aa needed.
00 NOT 8HEAB. D. Crou.n.dc:cmu:; During srowinI Mason. shear to remaIn In boundl. Complate major pruning in ear",. eprln" Shear Uriope and.Asian lasmina to & height ot 8: In ear1;y sprix\c.
E. PerennIala: CIrl offand dlapose ordaad top arowth aft.er firat lroat. Remove blooms sa sa they 1'ada tbroughout the 1MaOn. U PEST OONTBOL: B. CaretuD:r rollow label Wt:rueti0llll
and eom.p1eta aprqiJ:IlJ wiih lkenP! pmoIlllel onl7. U WEIiD oo.rrrBOL: .It.. a.a WRi!\JIlNG,alLTlVATlNO: .It.. R.emove....& and tlr$iIn gnIIII88 frombed areas week:1;y. LiPtI:r cultivate
beds once fI'm7 M w.eka durI.Dc powing MUOn. -
Master Facilities Agreement With Amendments -EXHIBIT 1 DIeconiinue groundcover bed cult1vat101l once gro1llldecvers/sbrubehave covered. . 3.7 CLEAN UP/Ll'l"l'ER BEMOVAL; A. Clean up
and haul oft aU debrill'MUltina" from the maintananee operation plWlIJl1 d.bris wbleh IDIlfhave accumulated in the plant beds. 8.8 BED lItILCH: A. Add muloh material to ebrub a=d grcnmdoover
beda as needed to maint:.a!n two i:neh layer ot mulch ovv the planting area. B. DI.tcontinue mulcb.intr WheD plants COvel' ground aurf'acu. 3.9 ANNUAL rLOWEBS; A. Pl.aJd a:a.nualt! lUI
!M:heduled !n Put 4. B. 􀁾00101' and tnlO with Dneloper. C. Cultivate beds with 1 !neb peat mote, 􀁴􀁨􀁯􀁾􀁵􀁧􀁢􀁬􀀻􀁹􀀠m.ixtid, prior to 􀁥􀁡􀁣􀁨􀁾􀁵􀁴􀀮􀀠D. Fertilize &II noted herein.
END OF SECTION 
Master Facilities Agreement With Amendments -EXHIBIT 1 􀁾􀀧􀁃􀁬􀁕􀀮􀁬􀀱􀀵􀁕􀀮􀁦􀁊􀀮􀀠:AINTENANOE SCHEDULE TASK Jan F_b Ido&( f49t t.lf,y JU" .lui 􀀬􀀬􀁾􀀠lep Oct /o4OV Dee 'ERnUZI ..._dt
rr.., II I I Spr'ng (rlowedllO Trtq I. Shrllbe 􀀨􀀡􀀮􀀮􀀮􀀱􀀭􀀲􀁾􀀠.11-1-1 I1ATIOI " n•• Crapemyrtle I T 􀀨􀁉􀂷􀁾􀂷􀁉􀀠􀁾􀀮􀀬􀀠I I .,uoo/Orounc!QOV" 13-1-2:'1101 I .-''''''-""1111' "
• "-2-1 RAllO' " Ct-2-1 ""nor 􀁾􀀠􀁾􀀠PIIt-.nn!&la • Ct-2-! 􀁁􀀮􀀦􀁾􀀠• ofIi.RSlCID!1I I I Palt 􀁾􀁡􀁲􀁧􀁴􀁮􀁲􀀠......................,..........---......_-.Shrub.{Qroundeovlr • II •
I • '1!ITICIDE! " i-----tAS rla.cMDI .... 􀀭􀂷􀀭􀁾􀁴􀀠• -• .,_. 􀁾􀁉• J'fWNING Shad. Trtq • Sprl"i AO'lOfl..lng C.--------4 •Trlt' & Shrvbe I IIITSIt ...... .. E'Vergrun" " ..􀁾􀀡􀀮􀁾􀁾_.!"••••
_.-...-.....-.----oItShfub,/GrouncfC:QVIr 􀀭􀁾􀀭􀀮􀀭􀀭---􀁾􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭--------------􀁾;:':':;;;:;;:"-t .----Tr" Ctapemyrtlt • tJlllJoIovlllJCXER GItOWM 􀁾􀁜􀀧􀁅􀁁􀁎􀀭􀁕􀁐􀀯􀁕􀁔􀁔􀁅􀁒􀀠---...
.....-........ .-...-........ ..􀁾..---0' -..􀀭􀁾􀀠ReMOVAL IRRIGATION CHECK • • • ....--...... --IWElXL'tI • -....; -.......;... ttl-OWEfi PLANTING laCDINO• 􀁾􀁾􀀠•, --. , '11\ 
Master Facilities Agreement With Amendments -EXHIBIT 1 DEED OF TRUST TO SECURE PERFORMANCE STATE OF TEXAS § § Kt"lOW ALL MEN BY THESE PRESENTS: COUNTY OF DALLAS § THAT , a __._:_ , whose
mailing address is , hereinafter called Grantor, for the purpose of securing the indebtedness hereinafter described, and in consideration of the sum of TEN DOLLARS ($10.00) to us in
hand paid by the Trustee hereinafter named, the receipt of which is hereby acknowledged, and for the further consideration of the uses, purposes and trusts hereinafter set forth, have
granted, sold and conveyed, and by these presents do grant, sell and convey unto , Trustee, whose mailing address is 􀁾___􀀭􀀭􀀺􀀺􀀭􀁾􀀭􀀭􀀭􀀢􀀢􀁃􀀮􀀺􀀭􀀭􀀺􀀭􀀺􀁃􀀺􀀺􀀭􀀭􀀭􀀺􀀺􀀺􀀺􀀭􀀭􀀺􀀭􀀭􀀧􀀠and his substitutes or successors, that certain tract or tracts ofrea! property (the "Property") described in
Exhibit "A" attached hereto and made a part hereof for all purposes. TO HAVE AND TO HOLD the Property, together with the rights, privneges and appurtenances thereto thereto belonging,
unto the said Trustee and to his substitutes or successors forever. And Grantor named herein do hereby bind themselves, their heirs, executors, administrators and assigns to warrant
and forever defend the Property unto the said Trustee, his substitutes or successors and assigns forever, against the claim, or claims, of all persons claiming or to claim the same or
any part thereof, arising by, through or under Grantor, but not otherwise, and subject to all easements and other restrictions of record as of the date hereof. This conveyance, however,
is made in TRUST for the following purposes: WHEREAS, Gaylord Properties, Inc. ("Gaylord") and Columbus Realty Trust ("Columbus", Gaylord and Columbus being collectively referred to
as "Obligors") and the Town of Addison, Texas ("Beneficiary") have heretofore entered into a certain Master Facilities Agreement (the "Development. Agreement"), dated , 1995, wherein
Beneficiary agreed to expend certain 􀁾􀁾􀀮􀁳_􀁦􀁾􀁲􀁟􀀠􀁾􀁥􀀮􀀮􀀠􀁾􀁥􀁶􀀼􀀺􀁉􀁾􀁅􀀡􀀮􀁥􀁬􀀡􀁴_q[ Pl!bJip_ LnY!!?i!l!c.tlIre_!ID\l _ -improvements necessaryrorIDedevelopment of the Property,
and Obligors agree to reimburse the Beneficiary a portion of the funds expended by Beneficiary under certain conditions as set out in Section 8 of the Development Agreement (the "Reimbursement
Obligations"); WHEREAS, the Property, which was owned previously by Gaylord, was contributed to Grantor to be developed by Grantor; WHEREAS, Obligors are partners in Grantor; EXHIBIT
8 TO THE MASTER FACILITIES AGREEMENT 
Master Facilities Agreement With Amendments -EXHIBIT 1 WHEREAS, Grantor has agreed to execute this Deed of Trust in order to secure payment of the Reimbursement Obligations as required
by the terms of the Development Agreement, and in order to induce Beneficiary to expend funds to develop public infrastructure and improvements to secure the Property. In the event Obligors
do and perform the Reimbursement Obligations and satisfy their obligations pursuant to Section 8 of the Development Agreement with respect to the Phase ( as defined in the Development
Agreement) in which the Property is located, then this conveyance shall become null and void and of no further force and effect, and shall be released by Beneficiary. . Grantor agrees
that in the event of default in the payment of the Reimbursement Obligations or in the event of default by Grantor in the obligations or covenants contained in this Deed of Trust, it
shall thereupon, or at any time thereafter, be the duty of the Trustee, or his successor or substitute as hereinafter provided, at the request of Beneficiary (which request is hereby
conclusively presumed), to enforce this Deed of Trust to Secure Performance, and after advertising the time, place and terms of the sale of the Property, then subject to the lien hereof,
for at least twenty-one (21) days preceding the date of sale by posting vlintten or printed notice thereof at the courthouse door of the county where the Property is situated, which
notice may be posted by the Trustee acting, or by any person acting for him, and the Beneficiary has, at least twenty-one (21) days preceding the date of sale, served written or printed
notice of the proposed sale by certified mail on each debtor obligated to pay the indebtedness secured by this Deed of Trust to Secure Performance according to the records of Beneficiary,
by the deposit of such notice, enclosed in a postpaid wrapper, properly addressed to such debtor at debtor's most recent address as shown by the records of Beneficiary, in a post office
or official depository under the care and custody of the United States Postal Service, the Trustee shall sell the Property, then subject to the lien hereof, at public auction in accordance
with such notice at the courthouse door of the county where the Property is situated on the first Tuesday in any month between the hours of 10:00 A.M. and 4:00 P.M., to the highest bidder
for cash, and make due conveyance to the purchaser or purchasers, with general warranty binding Grantor, their heirs and assigns; and out of the money arising from such sale the Trustee
shall pay, first, all expenses of advertising the sale and making the conveyance, including a reasonable commission to himself and, second, to Beneficiary the full amount of the Reimbursement
Obligations that is then owing to Beneficiary, rendering the balance of the sales price, if any, to the person or persons legally entitled thereto; and the recitals in the conveyance
to the purchaser or purchasers shall be full and conclusive 􀀮􀁥􀀭􀀬􀀬􀁾􀁾􀁥􀁮􀁣􀁾_of 􀁾􀀺􀀠􀁟􀁾􀁾􀁟􀀠􀁩􀀩􀁌􀁊􀀺􀀡􀁬􀀮􀁥􀁟􀁲􀁰􀀮􀁡􀁴􀁴􀀮􀀮􀁥􀀡􀁾_tp.!;.r<:il!. 􀁾􀁾􀁴􀁾􀀼􀁨􀀠􀁟􀁾􀁐􀁟􀀧􀁬􀀡􀁉􀀭􀁰􀁭􀁾􀁱
􀁊􀀬􀁬􀁩􀁳􀁪􀁴􀁥􀀺􀁕􀁉􀁌􀁳􀁡􀁩􀁤􀀠.sale.. shall.he.--presumed to have been performed, and such sale and conveyance shall be conclusive against Grantor, their heirs and assigns; said
sale and deed to be made subject to the Superior Lien (hereinafter defmed). Notwithstanding the proVISIOns of the immediately preceding paragraph, aU notices provided for therein may
be made in such manner as may be permitted or required by Section 51.002 of the Texas Property Code (as now written or hereafter amended or succeeded) relating to the sale of real estate
and/or by Chapter 9 of the Texas Business and Commerce Code, -2
Master Facilities Agreement With Amendments -EXHIBIT 1 as amended, relating to the sale of collateral after default by a debtor, or by any other present or subsequent laws. Beneficiary
shall have the right to purchase at any sale of the Property, being the highest bidder and to have the amount for which such Property is sold credited on the total sums owed Beneficiary.
Beneficiary in any event is hereby authorized to appoint a substitute trustee, or a successor trustee, to act instead of the Trustee named herein without other formality than the designation
in writing of a substitute or successor trustee; and the authority hereby conferred shall extend to the appointment of other successor and substitute trustees successively until the
full and final payment and satisfaction of the Reimbursement Obligations, and each substitute and successor trustee shall succeed to all of the rights and powers of the original Trustee
named herein. The term "Grantor" used in this instrument shall also include any and all successors in interest of Grantor to all or any part of the Property as well as any and all purchasers
thereof at any sale made hereunder by the Trustee or Substitute Trustee, and the provisions of this Deed of Trust 10 Secure Performance shall be covenants nmning with the land. If this
Deed of Trust to Secure Performance is or becomes binding upon one person or upon a corporation, the plural reference to Grantor shall be held to include the singular and all of the
agreements and covenants herein undertaken to be performed by and the rights conferred upon Grantor, shall be binding upon and inure to the benefit of not only Grantor respectively but
also their respective heirs, executors, administrators, grantees, successors and assigns, In the event any sale is made of the Property, or any portion thereof, under the terms of this
Deed of Trust to Secure Performance, Grantor. their heirs and assigns, shall forthwith upon the making of such sale surrender and deliver possession of the Property so sold to the purchaser
at such sale, and in the event of their failure to do so they shall thereupon from and after the making of such sale be and continue as tenants at will of such purchaser, and in the
event of their failure to surrender possession of said Property upon demand, the purchaser, his heirs or assigns, shall be entitled to institute and maintain an action for forcible detainer
of said Property in the Justice of the Peace Court in the Justice Precinct in which such Property, or any part thereof, is situated. ,> > . 􀀾􀁔􀁨􀁾􀀠>lilln, pfJhis Deed_of Truill.and
;11) rights. of .BenefICiary .hereunder are expressly subordinate and inferior to the lien described ,In E)(hibit B hereto (the "Superior Lien"), and Beneficiary, by acceptance hereof,
agrees to .;xc:.:ute any document reasonably requested by the holder of the Superior Lien to evidence such sur.ordination. > Beneficiary, by acceptance he>reof, further agrees, when
requested by the holder "I' the Superior Lien, to give such holder notice of any default by Grantor or Obligors in 􀁡􀁣􀁣􀁯􀁲􀁤􀁡􀁮􀁣􀁾􀀠with the terms of the Development Agreement and
to permit any such holder the option to cure: such default in accordance with the terms of the Development Agreement. •• > 
Master Facilities Agreement With Amendments -EXHIBIT 1 EXECUTEDthe ____ dayof ____•_____ .__,1996. By:______________ Its:--------------------THE STATE OF TEXAS § § COUNTY OF DALLAS §
This instrument was acknowledged before me on the • ___ day of ______􀁾􀀮􀀠, 1996, by _________􀀭􀀭􀀻􀀻􀀺􀀺􀀭􀀭􀁟􀁾_ __:_:--;_;_-;-::--::-_;_::_--__:_-of ___________􀁾____, a Texas corporation,
on behalf of said corporation. Notary Public -State of Texas My Commission Expires: DA9l19!0338 07l295a1nl 186;3012·3 -4
Master Facilities Agreement With Amendments -EXHIBIT 1 " ", STATE OF TEXAS § , ". § COUNTY OF DALLAS § AMENDMENT TO MASTER FACILITIES AGREEMENT This Amendment to Master Facilities Agreement
(the "Amendment") is entered into by and between the Town of Addison, Texas, ("the City"), and Gaylord Properties, LP., a Texas limited partnership ("Gaylord") (Gaylord being the successor
in interest to Gaylord Properties, Inc., a Texas corporation), and Columbus Realty Trust, a Texas real estate investment trust ("Columbus"). RECITALS 1. The City, Gaylord and Columbus
entered into that agreement entitled "Master Facilities Agreement" dated July 17, 1995 regarding the construction of certain public improv"ements within that area generally known as
Addison Circle and described as the "Property" in Section 30f the Master Facilities Agreement. 2. The City, Gaylord and Columbus desire to amend the Master Facilities Agreement as set
forth herein. Now, therefore, for and in consideration of the above a..'1d foregoing premises, and other good and valuable consideration, the CITY , GAYLORD and COLUMBUS do hereby contract
and agree as follows: Section l. Amendment. The Master Facilities Agreement is hereby amended as follows: A. Section 7 is amended so that it shall hereafter read as follows: "Section
7. Allocation of Funds, Payment and Participation by Gaylord and Columbus in Excess Costs. A-:-Allocation by" Phase and Payment. Funds for the design and • construction of the Public
Infrastructure Improvements shall be allocated in the ..,.. " max1ll1um amount of $4,800,000 for Phase I (the "City'S Phase I Costs") and $4,200,000 for Phase II. If the actual costs
of the Public Infrastructure Improvements for either Phase I or Phase II are less than the maximum amount allocated for the respective Phase, the funds remaining for that Phase shall
be reallocated to pay for or to reimburse actual costs of Improvements for the other Phase. Payment shall be made by the City in accordance with the procedures set forth in Section 6
of this Agreement, not to exceed the maxirrium allocation per Phase except as provided herein. B. Allocation by Su bphase. If any Phase of the project is to be developed in subphases,
payment by the City for any subphase shall not exceed the costs projected in the Schedule for Public Infrastructure Improvements set forth in 
Master Facilities Agreement With Amendments -EXHIBIT 1 Exhibit 4 associated with such sllbphase, except by amounts by which actual costs for Public Infrastructure Improvements associated
with contracts awarded for prior subphases are less than the total costs projected for such prior subphases set forth in Exhibit 4 . . . --C ....􀀭􀀭􀁐􀁡􀁲􀁴􀁩􀁥􀁩􀁰􀁡􀁴􀁩􀁯􀁮􀀭􀁩􀁮􀀧􀀭􀁃􀀧􀀰􀁳􀁴􀁾􀁈
􀀬􀀮􀁹􀀧􀁇􀁡􀁹􀁬􀁻􀀩􀁲􀁤􀁾􀁡􀁮􀁤􀀠Cslumbus. -In the . event that actual design and construction costs for any Phase or subphase of the development of the Property (such actual costs
being determined at the time of the acceptance and award by the City ofa construction contract to construct the Phase or subphase Improvements,' and subject to review as a result of
any change order with respect to such construction contract) shall exceed the total costs projected in the Schedule for Public Infrastructure Improvements set forth in Exhibit 4, Gaylord
and Columbus shall pay the City the difference between actual and projected total costs prior to the commencement of construction of the Improvements for the subphase, except as otherwise
agreed to by the City and Gaylord and Columbus. D. Addison Cirele Rotary Art. 1. Exhibit 4 attached hereto ("Addison Urban Center Cost ,Projections of Infrastructure Improvements") identifies
the "Quorum Rotary Open Space (0.58 Ac)" (the "Rotary Open Space") as a Phase I public infrastructure improvement, the projected total cost of which is $936,000. Such projected cost
is exclusively for the design, engineering, and construction of a work of art (the "Rotary Art") to be placed in the rotary park/open space ("0-_'_) as depicted on the Concept Plan.
The City is the sole owner of the design and concept of the Rotary Art and any copyright or other intellectual property rights in connection with the Rotary Art, and upon construction
of the Rotary Art will be the sole owner of the Rotary Art. Exhibit 5 attached hereto ("Schedule for Parks and Open Space Improvements") identifies the maximum allowance for improvements
to the Rotary Open Space as $1,000,000, and such maximum has been allocated by the parties hereto (out of the City's Phase I Costs) for the Rotary Art. Costs and expenses incurred for
the design (including, but not limited to, work by artists, architects, and landscape architects), engineering, inspection, and construction of the-Rotary Art (the "Rotary Art Costs")
may exceed $1,200,000. Notwithstanding any other provision of this Agreement, to the extent that the Rotary Art Costs exceed $1,200,000 (the "Excess Rotary Art Costs"), Columbus shall
pay to the City one-half (112) of all such Excess Rotary Art Costs; provided, however, that Columbus' obligation to pay one-half (112) of the Excess Rotary . Art Costs shall not exceed
$350,000. 2. The Rotary Art will be constructed pursuant to a construction contract entered into between the City and a third-party contractor. Nat later than seven (7) days following
.the date of the execution of the Rotary. Art construction contract by the City (or any additive change order thereto), Columbus shall pay to the City Columbus' share of the Excess Rotary
Art Costs as described above. In the event of a deductive change order to the Rotary Art construction contract which would reduce the amount of Columbus' share of the Excess Rotary Art

__ Master Facilities Agreement With Amendments -EXHIBIT 1 . the amount of such reduction not later than seven (7) days following the execution of such change order. E. Limitations on
Payments. 1. The parties recognize that the public parks and open spaces depicted and described in the Concept Plan to be provided to the City by Gaylord and Columbus in the development
of the Property must, within limits, meet a certain standard of excellence. Therefore, the parties have agreed, in improving those public parks and open spaces, on a maximum and minimum
expenditure for such parks and open spaces as set forth in Exhibit 5, the Schedule for Parks and Open Space Improvements. 2. The City shall 'not pay for any improvements necessitated
by a traffic .impact analysis or facilities study required by either the Concept Plan or a 'Development Plan. 3. No payment for Improvements to any Phase or subphase of the development
of the PropertY shaJI be made by the City until a.Development Plan for the Phase or subphase has been approved and all rights-of-way for the Improvements to serve such Phase or subphase
have been dedicated to .the City. as required in Section 5 of this Agreement." Section 2. No Other Amendments. Except to the extent modified or amended herein, all other terms and obligations
of the Master Facilities Agreement shall remain unchanged and in full force and effect. Section 3. Authority to Execute. The undersigned officers andlor agents of the parties hereto
are the properly authorized officials and have the necessary authority to execute this Amendment on behalf of the parties hereto, and each party hereby certifies to the other that any
necessary resolutions or other act extending such authority have been duly passed and are now in full force and effect. EXECUTED at Dallas County. Texas on the day and year first written
above. !.P TOwif.t OF ADDISON. TEXAS GAYLORD PROPERTIES;-fNe. By:__0---,>,<.-/._.􀁟􀁡􀁟􀁾􀀠ATTEST: COLUMBUS REALTY TRUST IBY:----b-{2,.::::.l.-1􀁶􀁢􀂣􀀭􀀴􀀽􀁾􀁎􀁾􀁬􀀢􀀧􀀭􀁬􀁾􀀠By: 􀁾..
_:.;---_:.;---3 '-.e Carmen Moran, City Secretary -,
Master Facilities Agreement With Amendments -EXHIBIT 1 ACKNOWLEDGMENTS STATE OF TEXAS § § ·,;-;QQUNTY;;OF.:DAIJ.;AS .:§ This instrument was acknowledged before me oli Q tmf,Ft-ZS , 1997'
by Ron Whitehead, City Manager of the Town of Addison, Texas, a Texas municipal corpoIation, on behalf of the said municipal corporation. .MICHELE L. COVINO . Notary Public' • STATE
OF TEXAS "'" ., My Commission Expires . 􀁕􀁾􀀠,.... 09-22-2001® . !if}iL4 􀁊􀁾􀀠 NOTAR! PUBLIC, State of Texas STATE OF TliX\S Otfl.l/Aoml1 COUNTY OF £UrJol::.S § § §OKLAJ/()I1II1 This
instrument was acknowledged before me on 􀁾􀁍􀀬􀀭􀀢􀀭􀀢􀀼􀀶􀀭􀀢􀁶􀁾􀀢􀀭􀀼􀁬􀀮􀁭􀁌􀁴􀀮􀁦􀁬􀀮􀀢􀁺􀀮􀀬􀀬􀀮􀁥􀀬􀀬􀁾􀁟􀀭􀀬􀀯􀀬􀀭􀀬􀀳􀀽􀀭􀀭___, 1997 ,-L.y...􀀴􀀺􀀧􀀧􀁰􀀧􀀭􀀭􀀧􀁁􀀭􀀧􀁾􀀧􀀧􀀺􀁡􀀧􀀧􀁃􀁓􀀧􀀺􀀧
􀀭􀀧􀁩􀀱􀁊􀂫􀀺􀁌􀁗􀀽􀁟􀀼􀁟􀁌􀀷___ of Gaylord loP \,_.I..,t p<rh-$f,.:,l' 􀀭􀀫􀁶􀀭􀀮􀀭􀁾􀀮􀁰Properties, -ffis.,., a Texas corperation, on behalf of the said 􀁾􀀹􀁲􀁡􀁴􀁬􀁏􀁮􀀮􀀠NOT Y
PUBLIC, State of'falts #'l.lJ.<Idl11 09 STATE OF TEXAS § . § COUNT't"'5F DALLAS § f) This instrument was acknowledged before me on 􀁲􀁲􀁬􀁴􀁬􀁫􀀩􀁾􀀠,1997 by 6Jw t 0(1.-1 ' 􀁖􀁉􀁃􀁾􀀠􀀨􀀱􀁾􀁳􀀻􀁤􀁐􀁵
􀁦of Columbus Realty Trust, a Texas real estate investment trust, on behalf of the said real ·estate investment trust. ..􀁾LORRIE J. BUERKLE 􀀡􀀻􀀺􀀮􀀮􀀮􀁴􀀺􀀩􀀬􀁾􀀠NOTARY PUBLIC 􀀬􀁜􀀮􀀩􀀮􀁜􀁊􀀱􀀡􀁃
􀁾􀁊􀀠State of Texas ; 􀂷􀂷􀂷􀁾􀀻􀀻􀀧􀁯..􀁾.... Comm. Exp. 01-26-2000-h.v 􀁩􀁾􀀢􀀧􀀧􀀧􀂷􀂷􀀠􀁟􀀮􀀭􀀮􀀮􀀮􀀮􀁍􀂷􀁾􀀮____.........._ 
Master Facilities Agreement With Amendments -EXHIBIT 1 EXHIBIT 4 ADDISON URBAN CENTER COST PROJECTIONS OF INFRASTRUCTURE IMPROVEMENTS 
Master Facilities Agreement With Amendments -EXHIBIT 1 ADDISON URBAN CENTER COST PROJECTIONS OF 􀁾􀁔􀁒􀁁􀁓􀁔􀁒􀁕􀁃􀁔􀁕􀁒􀁅􀁉􀁾􀁒􀁏􀁙􀁅􀁍􀁅􀁎􀁔􀁓􀀠06/22195 SE I ,{ lJASECOST EXCESS COST
urn Drive (1650 L.F.) $464,000 5464,000 ,cd West of Quorum (3611 L.F.) $140,000 SI40,OOO urn Rotary Open Space (0.58 Ac) 5468,000 S468,OOO .\.Ie Park (0.% Ae) SO 5535,000 t R· 3 (425
t:.F.) SO 5445,000 :t R· 4 (575 L-:r'.) $0 S596,000 :t M· 1(680 L.F.) SO $780,000 :ALS $1,072,000 -S3,428,000 TOTAL COST $928,000 $280,000 S936,000 . $535,000 5445,000 5596,000 $780,000
$4,500,000 EXHIBIT 4 
.1 Master Facilities Agreement With Amendments -EXHIBIT 1 urn Drive (2075 L.F.) )fstreet) red East of Quorum (419 L,F.) ;t of Spectrum) trum (1275L.F.) Mildred Open Space (1.13 Ac) mm
North Park (0,69 Ac) IS Park (1.4] Ac) : (525 L.F.) l (400 L.f,) I (630 L.[,.) 5 (325 L.F,) 2 (1275 􀁌􀀮􀁆􀀮􀁾􀀠:Ired east of Spectrum (590 L.F.) TALS PHASEH BASE COST $260,000 $159,000
$182,000 $305,000 SO SO SO SO SO SO SO $0 $906,000 EXCESS COST TOTAL COST $260;000 $520,000 $159,000 $318,000 $182,000 $364,000 $305,000 $610,000 $295,000 $295,000 $67,5,000 $67:5,000
$270,000 $270,000 $205,000 $205,000 $322,000 $322,000 $166,000 $166,000 $624,000 $624,000 $131,000 $131,000 S3,594,000 $4,500,000 e: The above cost projections include costs for private
utilities, engineering, special u review, independent inspection and construction costs associated with Phases I and II he Urban Center. 06122/95 
Master Facilities Agreement With Amendments -EXHIBIT 1 ExmBIT5 SCHEDULE FOR PARKS AND OPEN SPACE IMPROVEMENTS 
, . Master Facilities Agreement With Amendments -EXHIBIT 1 SCHEDUI,E FOR PARKS AND OPEN SPACE IMPROVEMENTS ADDISON UgBAN DISTRICT , ,.lUNE 21, 1995 MINUM:UM ALLOWANCE ..) Quorum Rotary
(0.58 Ac) 2.) Bosque Park (0.96 Ac) SUBTOTAL PHASE I 3.) Quorum North Park (O.MAc) 4.) East Mildred Opcn 􀁾􀁰􀀻􀁬􀁥􀁥􀀠(I.D Ac) 5.) Mews Park (L4J Ac) SUBTOTAL PHASE If TOTAL 􀀮􀁾􀀠870,000
500,000 1,370,000 290,000 580,000 650,000 1,520,000 2,89Q,000 MAXIMUM 􀁁􀁌􀁌􀁏􀁗􀁁􀁾􀁃􀁅􀀠, 1,000,600 570,000 1,510,000 300,000 040,000 700,000 1,G40,OOO. 3,210,000 Estimates include
1111 costs associated with bit! document preparation, construction. inspection. utility service, etc. necessary to complete the p:irks. EXHIBI'l' 5 TO THE MASTER FACILITIES AGREEHENT

· , Master Facilities Agreement With Amendments -EXHIBIT 1 STATE OF TEXAS § § COUNTY OF DALLAS § SECOj'ljl) AMENDMENT TO MASTER FACILITIES AGREEMENT Tills Second Amendment to Master
Facilities Agreement (the "Second Amendment") is entered into by and between the Town of Addison, Texas, ("the City"), and Gaylord Properties, L.P" a Texas limited partnership ("Gaylord")
(Gaylord being ,the successor in interest to Gaylord Properties, Inc" a Texas corporation), and Post Apartment Homes, L.P., a Georgia limited partnership ("Post") (Post being the successor
in interest by merger to Columbus Realty Trust), RECITALS I, The City, Gaylord and Post (by and through its predecessor in interest, Columbus Realty Trust) entered into that agreement
entitled "Master Facilities Agreement" dated July 17, 1995 regarding the construction of certain public improvements within that area generally known as Addison Circle and described
as the "Property" in Section 3 o.f the Master Facilities Agreement. 2. The Master Facilities Agreement was amended by that instrument entitled "Amendment to Master Facilities Agreement"
dated 􀁾􀁾􀀬􀀠􀀱􀀹􀁾􀁽􀁾􀀠3, The City, Gaylord and Post desire to amend the Master Facilities Agreement as set forth herein. NOW, THEREFORE, for and in consideration of the above and
foregoing premises, and other good and valuable consideration, the CITY, GAYLORD and POST do hereby contract and agree as follows: Section 1. Amendments, The Master Facilities Agreement
is hereby amended as follows: A. Section 7.D. is amended so that it shall hereafter read as foHows: "D. Addison Circle Rotary Art. 1. ExIn'bit 4 attached hereto ('Addison Urban Center
Cost Projections of Infrastructure Improvements') identifies the 'Quorum Rotary Open Space (0,58 Ac)' (the 'Rotary Open Space') as a Phase I public infrastructure improvement, the projected
total cost of which is $936,000, Such projected cost is exclusively for the design, engineering, and construction of a work of art (the 'Rotary Art') to be placed in the rotary park/open
space ('0-__') as depicted on the Concept Plan. The Cit'j is the sole owner of the design and concept of the Rotary Art and any copyright or other intellectual property rights in connection
with the Rotary Art, and upon construction of the Rotary Art will be the sole owner of the Rotary 
Master Facilities Agreement With Amendments -EXHIBIT 1 Art. Exhibit 5 attached hereto (' Schedule for Parks and Open Space Improvements') identifies the maximum allowance for improvements
to the Rotary Open Space as $1,000,000, and such maximum has been ailocated by the parties hereto (out of the City's Phase I Costs) for the Rotary Art. As of the date of this Second
Amendment, it has been determined that the costs and expenses to be incurred for the design (including, but not limited to, work by artists, architects, and landscape architects), engineering,
inspection, and construction of the Rotary Art (the 'Rotary Art Costs') exceed $1,000,000. Notwithstanding any other provision of this Agreement, out of the ftrst $1,900,000.00 of Rotary
Art Costs, the City shall pay $1,550,000.00 and Post shall pay $350,000.00. In the event that Rotary Art Costs exceed $1,900,000.00, the City shall pay the initial $200,000.00 of any
such excess Rotary Art Costs and Post shall pay the next $100,000.00 of such excess Rotary Art Costs (the payments by Post, including the payments of $350,000.00 and $100,000.00, are
herein referred to together as the 'Post Payments'). The City shall be responsible for any Rotary Art Costs which exceed $2,200,000.00. The City's responsibility under this paragraph
for Rotary Art Costs exceeding $1,000,000 shall be in addition to the City'S Phase I and Phase II Costs. 2. Post shall make the Post Payments by making 15 monthly payments to the . City
in the amount of $30,000.00 each (the "Monthly Payment") in accordance with the following: The City has entered into a contract with Westerchil Construction Company ('Westerchil') for
the construction of the Rotary Art. Upon the City's receipt of the first invoice for payment from Westerchil, the City shall send to Post a copy of the invoice together with a request
for the first Monthly Payment. Post shall make the first Monthly Payment not later than ten (10) days following the date of Post's receipt of the City's request for the first Monthly
Payment. The second Monthly Payment shall be due and payable to the City on or before the 15th day of the month next following the month in which the first Monthly Payment is made, and
Post shall thereafter make a Monthly Payment to the City on or before the 15th day of each successive month; provided, however, that Post's final $100,000 (or portion thereof) in Post
Payments shall not be due until Post is presented with documentation that the Rotary Art Costs have exceeded $2,100,000. During the period of the assembling and placement of the Art
Piece, Post may be requested by the City to expend additional funds at or near the Quorum Rotary Open Space to facilitate such assembling and placement (e.g. funding for a fence to protect
the construction staging area). Post shall provide documentation to the City of any funds so expended, and Post may deduct the amount expended from its ftnal payment of the Post Payments."
B. Section 15 is amended so that it shall hereafter read as follows: 
Master Facilities Agreement With Amendments -EXHIBIT 1 "Section 15. Notices. Where the terms of this Agreement require that notice in writing be provided, such notice shall be deemed
delivered three (3) days following the deposit of the notice in the Uulted States mail, postage prepaid, and sent by certified mail, retum receipt requested and properly addressed as
follows: L-P TO TOWN OF ADDISON: TO GAYLORD PROPERTIES.:EI'!!E':: 11l1l \ P.O. Box 144 -ffiH N. Central Expressway Addison, Texas 75001 Dallas, Texas 75231 Po.v;o 􀀹􀀺􀁲􀀮􀀮􀁾􀀧􀀱􀀠Attn:
City Manager Attn: Glenn Still! JlfCmb TO POST: 15851 Dallas Parkway Suite 855 Dallas, Texas 75248 Attn: Bryant Nail with a copy to Post's General Counsel: One Riverside 4401 Northside
Parkway Suite 800 Atlanta, Georgia 30327 Attn: Sherry W. Cohen" Section 2. No Other Amendments; No Knowledge of Default. Except to the extent modified or amended herein, all other terms
and obligations of the Master Facilities Agreement shall remain unchanged and in full force and effect. To the best of each party's knowledge, there presently exists no default by any
of the parties under the Master Facilities Agreement, as amended. Section 3. Authority to Execute. The undersigned officers andlor agents of the parties hereto are the properly authorized
officials and have the necessary authority to execute this Amendment on behalf of the parties hereto, and each party hereby certifies to the other that any necessary resolutions or other
act extending such authority have been duly passed and are now in full force and effect. 
Master Facilities Agreement With Amendments -EXHIBIT 1 EXECUTED at Dallas County, Texas on the day and year first written above. TOWN OF ADDISON, TEXAS GAYlJO@􀁐􀁒􀁾􀁩􀀬fNC: G, Fl4,-cil..:C
Pro.i""'-􀁨􀀺􀁌􀁾􀀠L P 􀁾􀁂􀁙􀀺􀀠tZ WWJ;.O Ron Whitehead, City Manager ATTEST: POST APARTMENT HOMES, L.P., a Georgia Limited Partnership, By: Post GP Holdings, Inc., a Georgia corporation,
General Partner 
Master Facilities Agreement With Amendments -EXHIBIT 1 ACKNOWLEDGMENTS STATE OF TEXAS § § COUNTY OF DALLAS § This 􀁩􀁮􀁳􀁴􀁲􀁵􀁭􀁥􀁾􀁴􀀠was acknowledged before me on D EC E"", & E􀁾􀀺􀁬􀀠,
1998 by Ron Whitehead, City Manager ofthe Town of Addison, Texas, a Texas municipal corporation, on behalf of the said municipal corporation. i 􀀬􀁾􀀪􀀬􀀬􀀭􀁦􀁾􀀠BIll J. SHIPP, JR. 􀀧􀁉􀁴􀁾􀁤􀀠 MY COMMISSION EXPIRESI:. 􀁾􀀺􀀡􀀺􀀬􀁩􀁩􀀧􀀬
􀁗􀀧􀀠May 11, 2002 NOTARY PUBLI STATE OF ...>.!-'''-'!!-i'\-'-':';:I\..=---§ § COUNTY OF +-,-..:...L=:"':'--_ § NOTARY PUBLIC, State 9f 'feKas fietfrJ', D.. This instrument was acknowledged
before me on ths;: Itf+:l± day of 􀁌􀀮􀂣􀀮􀀮􀀮􀁶􀁾􀀠, 1998, by R<>lswL Sltaw, 􀁅􀁾􀂷􀀠boN,'wi!{,) 1t 􀀱􀀧􀁲􀁲􀀮􀀮􀀼􀀺􀀮􀁉􀁎􀀭􀁾􀀠􀁾􀁾􀁦􀀮on behalf of said corporation in its capacity
as general partner of P 􀀲􀁾􀀨􀀢􀀠cc;􀀺􀁾􀀬􀀠a €'lco!:§ia limited partnership, on behalf of said limited partnersblp. 􀁾􀁫􀀮􀁵􀀠cP 􀁾􀁓􀀠􀁾􀀠􀁌􀁾􀀠L-NOTARY plkLIC, 􀁓􀁴􀁡􀁾􀀠􀁄􀁬􀁗􀀢􀀢􀁾􀁁􀀮􀀮􀀮􀀠
Master Facilities Agreement With Amendments -EXHIBIT 1 .. ADDISON URBAN CENTER· COST PROJECTIONS OF mrRASTRUCTUREIMPROVEMENTS 061'22195 \S£1 ,M DASECOST EXCESS COST )rum Drive (1650
L.F.) $464,000 $464,000 deed West of Quorum (36! I L.P.) 5140,000 5140,000 mJ.m Rotary Open Space (0.58 Ac) S468,000 $468,000 ;quc Park (0.96 Ac) SO $535,000 :et R -3 (425 CP.) SO S445,OOO
ect R -4 (575 L:f.) SO 5596,000 eet M -1 (680 L.P.) SO 5780,000 )TALS 51,072,000 53,428,000 TOTAL COST 5928,000 5280,000 5936,000 5535,000 5445,000 $596,000 $780,000 54,500,000 
II · Master Facilities Agreement With Amendments -EXHIBIT 1 11.'11 Drive (2075 L.F.) of street) .red East of Quorum (419 L.F.) It of Spectrum) ;lrum (12 75L.F.) Mildred Open Space (1.13
Ac) 'rum North Park (0.69 Ac) NS Park (1.43 Ac) 2 (525 L.F.) 3 (400L.F.) 4 (630 L.F.) 5 (325 L.F.) _ -2 (1275 􀁌􀀮􀁆􀀮􀁾􀀠 lcired east of Spectrum (590 L.F.) )TALS PHASE II BASE COST
$250.000 $159,000 $182,000 $)05.000 SO SO SO SO SO SO SO SO S906,000 EXCESS COST TOTAL COST $260,000 5520,000 $159,000 $318,000 $182,000 5364,000 5305,000 S610,OOO $295,000 5295,000
$675,000 S675.000 5270,000 5270,000 5205.000 S205,000 S322,OOO 􀁓􀁾􀀲􀀲􀀮􀀰􀀰􀀶􀀠. 5166,000· S166,OOO . S624,OOO 5624,000 $131,000 $13l;OOO S3,594,000 S4,500,000 lIe: The abovc cost
projections include costs for private utilities, engineering, special an revicw, independent inspection and construction costs associated with Phases I and II the Urban Center. 06122/95

, . .. Master Facilities Agreement With Amendments -EXHIBIT 1 SCHEDUI.IJ FOIt PARKS AND OPEN SPACE IMt'ROVEMENTS ADDISON UHBANDlSmICT. . -.lUNE21,1995 .) Quorum iZotnry (0.58 Ac) !.)
BosqucPuk (0.96 Ac) sunTOTAL PHASE 1 3.) Quorum North Park (O.69Ac.;) 4.) Ensl Mild rod Open :)P<.lCC {1.13 Ac) 5,) Mcws Park (1.4) Ac) . SUBTOTAL PHASE II TOTAL :# MfNUMUM ALLOWANCE
􀁧􀀷􀀰􀀬􀁏􀁾􀀠500,000 1,310,000 290,000 580,000 650,000 1,520,000 2,890,000 MAXIMUM ALLOWANCE 1,000,600 510,000 _ 1,510,000 300,000 640,000 􀀷􀀰􀀰􀁾􀀰􀀰􀀰􀀠1,640,00'0· 3,210.000 . Estimates
include all costs associated with bitl document prcparation, construction, inspection, utility service, etc. necessary to complc.:t:; tho! parks. EXHIBIT 5 􀁾􀀢􀀠IN'''' "'<::""1"'1 􀀢􀀧􀁁􀁾􀁉􀁉􀀮􀁩􀁔
􀁉􀁅􀁓􀀠􀁁􀁇􀁒􀁅􀁅􀁾􀁬􀁅􀁎􀁔􀀠
Remaining Property -EXHIBIT 2 􀁾􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀭􀀮􀀭􀀭...•...-----------6ENERAL.. NOTES,.. _._"1IC___·_...,........ __,.0i' __ __OO'I_rt>C"'........ ...􀁏􀁜􀀮􀁴􀁟􀀮􀀮􀀬􀀮􀂷􀁾􀁕􀁴􀀬----...
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�􀀢􀀢􀁟􀁯􀀻􀁯􀁾􀁁􀁜􀀬􀁣􀁲􀁬􀁗􀁊􀀧􀁾􀁲􀁟-,,,,--_? ........... ..-". 􀁾 --CJ RESIDENTIAL SUBDI5TRI':;T _t&U:',wrrN. U<IT!!I tteQ.U.!:D l'"D 5ot':tt f><II! 􀁾1,IVf H!l«'1.f"l sow.!. ee
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􀁾􀁾􀁈􀀱􀁴􀀴􀁉􀀧􀀱􀁲􀀺􀁾􀀼􀁜􀁬􀀮􀀠 􀁾􀁾􀀧􀁬􀀧􀀱􀁶􀀱􀀡􀀠\\I:lot'. loUJI1!D vse ",n.;on :Utlpe.l!l\.AI. PUBLJ.:; OPEN 5PA':;E CONCEPT PLAN 
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--Remaining Improvements -EXHIBIT 4 -PHA5E TY'lO PHA5 􀁾􀁅􀁓􀁉􀁄􀁅􀁎􀁔􀁉􀁁􀁌􀀮􀀠5V6DI5TRIe.T 610(1I'ItN. \I'Gf') lUlo,.tnD. TC t-!.U at: I$CIO \tar 􀁾3tU<LL \'lit!: «Vtti:'ll"'(O 􀀢􀀧􀁦􀁴􀀾􀁾􀀢􀀢􀀢􀁦
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_Ol:lm..... .'􀀮􀁁􀁴􀀮􀁾􀁭􀁴􀁬􀁥􀀺􀁉􀁉􀀤􀀨􀀡􀀬􀀠􀀢􀀧􀁬􀁉􀁴􀁏􀁷􀁥􀀢􀁍􀀺􀀺􀁖􀁲􀁴􀁴􀁥􀀦􀁬􀁾􀀠'V6L1e. OPEN 5PAe.e to: 􀁮􀁾􀀠7NCfPT PLAN 
TOWN OF ADDISON Review of Funding Related to Addison Circle Phase lib Development SOURCE OF FUNDS FOR STREETS 2000 Spectrum Bond Proceeds (remaining balance) $ 55,900 2002 Spectrum Bond
Proceeds 2,300,000 2002 Bond Fund Unallocated Interest Earnings 100,000 South QuorurnlLandmark Project (remaining balance) 500,000 Addison Road Widening (remaining balance) 251,050 Street
Capital Project Fund Unallocated Interest Earnings 200,000 Total 3,406,950 APPLICATION OF FUNDS FOR STREETS Spectrum Construction (Estimated) 3,067,800 Quorum Improvements 339,150 Total
3,406,950 DIFFERENCE STREETS $ SOURCE OF FUNDS FOR PARKS General Fund Transfer to Street Capitel Project Fund $ 707,770 APPLICATION OF FUNDS FOR PARKS Quorum North Park -v290,000 Mews
Park '650,000 Total 940,000 DIFFERENCE PARKS $ (232,230) TOTAL DIFFERENCE IN FUNDING $ (232,230) Version 2 Developed: 11/11/03 
.' ,. , " ..: .... ,'... 
,,' '. ( STATE OF TEXAS § § COUNTY OF DALLAS § THIRD AMENDMENT TO MASTER FACILITIES AGREEMENT This 􀁔􀁨􀁩􀁲􀁾:A..mendment to Master Facilities Agreement (the" Amendment") is entered
into this the 􀁾􀀧􀁲􀀨􀁪􀁡􀁹􀀠of December, 2003 by and between the Town of Addison, Texas, ("the City"), and TEXOK Properties, LP, an Oklahoma limited partnership ("Owner"). Recitals:
I. Addison Circle. There is located within the Town of Addison, Texas (the "City") certain real property generally known as "Addison Circle". The development of the Addison Circle area
is controlled by Ordinance No. 095-032 of the City, which Ordinance zoned the area UC Urban Center District and approved a Concept Plan (the "Concept Plan") for its development. The
UC Urban Center District Regulations (the "UC District Regulations") are set forth in Ordinance No. 095-019 of the City (a true and correct copy of which is attached hereto as Exhihit
5 and incorporated herein), and are codified in Article XIX of Appendix A-Zoning of the City's Code of Ordinances. 2. Phased Development. As reflected in Ordinance No. 095-032 and the
Concept Plan, the Addison Circle area was to be developed in three phases (Phase I, Phase II (to be developed in subphases), and Phase Ill) with a mixture of uses, including multi-family,
residential, retail, office, and civic uses. 3. City Participation in Public Facilities in Residential Subdistrict. Included within the Addison Circle area is a residential subdistrict,
as shown on the Concept Plan. To encourage the implementation of the City'S comprehensive plan relating to the development of the residential subdistrict and to assure that such development
was adequately supported by appropriate levels of public facilities and services, the City Council, by Resolution R95-043, approved the expenditure of public funds in the amount of $9
million (the "City's Funds") to be used to pay a portion of the design and construction costs of certain public improvements within the residential subdistrict. The residential subdistrict
is described in Resolution R95-043 and is referred to herein as the "Residential Subdistrict ". 4. Master Facilities Agreement. A In order to establish a process for the allocation of
the City'S Funds, to coordinate the construction of the public and private improvements within the Residential Subdistrict, and to further the purposes of Resolution R95-043, on July
17, 1995 the City entered into a Master Facilities Agreement with the owners of all of the Residential Subdistrict, being Gaylord Properties, Inc. ("Gaylord") and Columbus Re2 ty Trust
("Columbus"). Since the date of its execution, the Master Facilities Agreement has be'_', amended twice, first by that "Amendment to Master Facilities Agreement" dated October 28, !
>97, and second by that "Second Amendment Third Amendment To Master Facilities Agreement Pagel of 11 
\0 Master Facilities Agreement" dated December 2, 1998. The Master Facilities Agreement, as amended, is referred to herein as the "Master Facilities Agreement", and is attached hereto
(together with its two amendments) as Exbibit 1. B. The Master Facilities Agreement, in Exhibit 4 thereto (Exhibit 4 being entitled "Addison Urban Center Cost Projections of Infrastructure
Improvements" and referred to herein as "Exhibit 4 to tbe Master Facilities Agreement"), describes the nature of the Public Infrastructure Improvements (or "Improvements", as defined
in the Master Facilities Agreement) covered by the Master Facilities Agreement and the maximum amounts to be paid by the City toward the design and construction of each of the Improvements.
5. Previous Expenditures of City Funds. Pursuant to the Master Facilities Agreement, the City has previously expended a portion of the City's Funds, totalling $6,860,055.00, in connection
the development of the following portions of the Residential Subdistrict: A. Phase I of the Residential Subdistrict Property (Phase I being described in that Assignment and Construction
Services Agreement dated April 12, 1996 between the City and Addison Circle One, Ltd., a Texas limited partnership), with the City spending $4,763,507.00 out of the City'S Funds in connection
with the Phase I development; B. Phase IIA of the Residential Subdistrict Property (Phase IIA being described in that Funding, Assignment and Construction Services Agreement dated September
30, 1997 between the City, Addison Circle Two, Ltd., a Texas limited partnership, Gaylord and Columbus), with the City spending $1,671,548.00 out of the City's Funds in connection with
the Phase IIA development; and C. Phase IIB of the Residential Subdistrict Property (Phase lIB being described in that Funding, Assignment and Construction Services Agreement dated August
10, 1999 between the City, Addison Circle Three, Ltd., a Texas limited partnership, Gaylord Properties, LP. and Post Apartment Homes, LP., a Georgia limited partnership), partnership),
with the City spending $425,000.00 out of the City's Funds in connection with the Phase IIB development. 6. Remaining City Funds. The sum of $6,860,055.00 of the City's Funds having
been spent by the City as set forth above, there remains the sum of $2,139,945.00 of the City's Funds (the "Remaining City Funds") to be spent in connection with the development of the
remaining portion of the Residential Subdistrict, which remaining portion is described and depicted in Exhibit 2 attached hereto (the "Remaining Property"). 7. Owner As Successor In
Interest. TEXOK Properties, LP, an Oklahoma limited partnership ("Owner") is the sole owner of the Remaining Property, and is the successor in interest by way of conveyance to all of
the rights, duties, and obligations of Gaylord under the Master Facilities Agreement solely with respect to the Remaining Property. Neither Owner nor Owner's successors in interest shall
have any rights, duties or obligations except as relate to the Remaining Property. Third Amendment To Master Facilities Agreement Page 2 of 11 
8. Remaining Improvements. A. The only Improvements identified in the Master Facilities Agreement which remain to be designed and constructed, which Improvements are to be constructed
within the Remaining Property, are as follows (together, the "Remaining Improvements"): I. Quorum Drive Improvements (as defined below in Section 1O.e. of these Recitals, and consisting
of paving of parallel parking spaces, streetscape (as described in the UC District Regulations, and in particular Appendices A and B thereof), storm sewer, and wastewater improvements
for that portion of Quorum Drive as depicted and/or described on the attached Exhibit 4-1). 2. Those portions of "R" Streets depicted and/or described as "C" Streets on the attached
Exhibit 3 and as further described and/or depicted on the attached Exhibit 4-1 (the "R Street Improvements"). 3. Those portions of Mews Streets depicted and/or described as "D" Streets
on the attached Exhibit 3 and as further described and/or depicted on the attached Exhibit 4·1 (the "Mews Street Improvements"). 4. That portion of Spectrum Drive as depicted on the
attached Exhibit 2, which portion, together with additional right-of-way for Spectrum Drive, is depicted andlor described on the attached Exhibit 4-1, such portions together to be constructed
in accordance with that document entitled "Construction Specifications and Contract Documents, Spectrum Drive North/South Extension, dated November 7, 2003 and prepared by Huitt-Zollars
(a true and correct copy of which is on file in the office of the City'S Director of Public Works), as the same may be amended or modified from time to time (the "Spectrum Drive Improvements").
5. Quorum North Park (0.69 acres) (as described and/or depicted on the attached Exhibit 4·1 (and being shown thereon as "Proposed Park"». 6. Mews Park (1043 acres) (as described and/or
depicted on the attached Exhibit 4-2, and being shown thereon as parcel 0·7 (the exterior border of which is outlined, and the interior of which is cross-hatched, in heavy bold print».
B, Under the Master Facilities Agreement, the minimum amount of the Remaining City Funds to be expended on the design and construction of the Quorum North Park is $290,000.00, and the
minimum amount to be expended on the design and construction of the Mews Park is $650,000.00, leaving $1,199,945.00 of the Remaining City Funds to be spent on the street Infrastructure
identified in Exhibit 4 to the Master Facilities Agreement and described above in paragraph A. of this Section. 9. Remaining Improvements Cost Differential. Under the eXlstmg tenus of
the Master Facilities Agreement, the City is responsible for spending the Remaining City Funds on the design and construction of the Remaining Improvements. Under the existing terms
of the Master Facilities Agreement, if the actual design and construction costs for the Remaining Improvements exceed the total costs projected in Exhibit 4 to the Master Facilities
Agreement, the Owner is responsible to pay the difference (the "Remaining Improvements Cost Differential"). Third Amendment To Master Facilities A Page 3 of II 
10< Allocation of Construction of Improvements, In lieu of the City funding, with the Remaining City Funds, a portion of the design and construction of all of the Remaining Improvements,
and the Owner funding the Remaining Improvements Cost Differential, the City and the Owner desire to modify their respective funding, design, and construction obligations set forth in
the Master Facilities Agreement by allocating their respective obligations to specific portions of the Remaining Improvements, so that each of the parties will pay in its entirety the
design and construction cost of such respective portions (save and except Quorum Drive, as set forth below)< The parties agree that such allocation will be as follows: A, City will pay
for, design, and construct the following (together, the "City Remaining Improvements") at its sole cost and expense: I < 2, 3. Spectrum Drive Improvements; Quorum North Park (0.69 acres)
(design and construction cost to be at least $290,00.00 but no more than $300,000.00); and Mews Mews Park (1.43 acres) (design and construction cost to be at least $650,000.00 but no
more than $700,000.00); and B. Owner will pay for, design, and construct the following (together, the "Owner Remaining Improvements") at its sole cost and expense: I. R Street Improvements;
and 2. Mews Street Improvements. C. Qll()rum Drive. (I) Quorum Drive is an existing public street within the City, a portion of which lies within the Remaining Property as described
and/or depicted on the attached Exhibit 4-1 (such portion is refeITed to herein as "Quorum Drive"), In connection with the development of the Remaining Propelty, certain improvements
are to be made to both the west side and the east side of Quorum Drive to conform to the Concept Plan and any applicable development plan or ordinance, standard, rule, or regulation
of the City (including, without limitation, the UC District Regulations and all appendices and exhibits thereto) (the "QuQrum Drive Improvements"). The Quorum Drive Improvements include
paving of parallel parking spaces, streetscape, drainage, wastewater (sanitary sewer), and electrical improvements, and shall be consistent with the existing improvements to Quorum Drive
located immediately north of Morris Drive and immediately south of the Remaining Property. The Quorum Drive Improvements to be constructed on the west side of Quorum Drive are referred
to herein as the "West Side of Quorum Improvements", and those to be constructed on the east side of Quorum Drive are referred to herein as the "East Side of Quorum Improvements". (2)
In order to facilitate the design and construction of the Quorum Drive Improvements, and to assure that the development of the Remaining Property is adequately supported by appropriate
levels of public facilities and services, the City desires to increase its funding of the development (ie, to increase the City Funds) by an amount equal to the cost to design and construct
the West Side of Quorum Improvements, less the sum of$184,247.00 to be Third Amendment To Master Facilities Agreement Page 4 of 11 
paid by the Owner [0 the City (the "Owner's Quorum Payment") prior to the City's award of a contract to construct of the West Side of Quorum Improvements). The City shall, in accordance
with applicable law and policy, pay for, design, and construct the West Side of Quorum Improvements at its sole cost and expense, less the Owner's Quorum Payment. (3) Owner shall (i)
pay to the City, prior to the City's award ofa contract to construct the West Side of Quorum Improvements, the Owner's Quorum Payment, and (ii) pay for all East Side of Quorum Improvements,
at Owner's sole cost and expense. II. Owner Responsible For All Other Public Infrastructure Improvements. In addition to the Owner paying (i) for all costs associated with the design
and construction of the Owner Remaining Improvements, Oi) the Owner's Quorum Payment, and (iii) all costs associated with the design and construction of the East Side of Quorum Improvements,
Owner shall be responsible, at its sole cost and expense, to pay for the design and construction of all other public infrastructure improvements (other than the City Remaining Improvements
and the West Side of Quorum Improvements (less the Owner's Quorum Payment» necessary or required to serve the Remaining Property in accordance with all applicable laws, ordinances, standards,
rules and regulations of the City (including, without limitation, the Concept Plan, any development plan applicable to the Remaining Property, the DC District Regulations and all appendices
and exhibits thereto, and the City's Subdivision Ordinance) and any other govenmlental entity with jurisdiction over the ,development of the Remaining Property. 12. Amendment to Master
Facilities Agreement. By this Agreement, the City and the Owner desire to supplement and amend the Master Facilities Agreement to reflect their intent and desire regarding the funding
of the design and construction of the Remaining Improvements. NOW, THEREFORE, for and in consideration of the above and foregoing recitals and other good and valuable consideration,
the sufficiency of which is hereby acknowledged, the Town of Addison, Texas and TEXOK Properties, LP, an Oklahoma limited partnership, do hereby agree as follows: Section L 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. Remaining Improvements. The only Improvements
identified in the Master Facilities Agreement which remain to be designed and constructed are those within the Remaining Property, which are identified in this Amendment as the Remaining
Improvements, as described and defined in the Recitals above. Section 3. Allocation Between the Parties of All Costs Associated With Specific Remaining Improvements. In lieu of the City
funding, with the Remaining City Funds, a portion of the design and construction ofall of the Remaining Improvements, and the Owner funding the Remaining Inlprovements Cost Differential,
as described in the Recitals above. the City and the Owner desire to allocate their respective funding, design, and construction of public infrastructure obligations set forth in the
Master Facilities Agreement to specific portions of the Remaining Improvements, so that each of the parties will pay in its entirety the design and Third Amendment To Master Facilities
Agreement Page 5 ofll 
construction cost for such respective portions (save and except Quorum Drive, as described herein). Such allocation shall be as follows: A. City shall pay for all of the design and construction
of (i) the City Remaining Improvements, and (ii) the West Side of Quorum Improvements, less the Owner's Quorum Payment; and B. Owner shall pay for all of the design and construction
of (i) the Owner Remaining Improvements, (ii) the East Side of Quorum Improvements, and (iii) shall pay to the City, prior to the City's award of a contract to construct the West Side
of Quorum Improvements, the Owner's Quorum Payment. City and Owner shall pay for the entire cost of design and construction of their respective obligations hereinabove, and neither shall
seek contribution from the other for their assigned obligations. Inasmuch as the City and the Owner have allocated between themselves the funding, design and construction ofthe Remaining
Improvements, as described above, Section 6, paragraphs A., B., and C. of the Master Facilities Agreement, relating to the process and procedure for the design and management of construction
of the Improvements, are not applicable to the design and construction of the Remaining Improvements. Upon the completion of the funding, design and construction of the Remaining Improvements
in accordance with the Master Facilities Agreement, as amended by this Amendment, the funding, design and construction obligations of the City and the Owner under the Master Facilities
Agreement, as amended by this Amendment, shall be fully and completely satisfied, Section 4. Schedule. Subject to the provisions of the Force Majeure clause set forth in Section II of
the Master Facilities Agreement, the parties agree that: (1) tile schedule for achieving substantial completion of construction of the following Remaining Improvements shall be as follows:
(a) The Spectrum Drive Improvements shall be substantially completed on or before December 31,2004; and (b) the Quorum North Park (0,69 acres) shall be substantially completed within
six (6) months following the City's approval ofthe completion of construction of the streets which surround the Quorum North Park (provided Owner has, at the time of such completion
of construction, dedicated to the City the Quorum North Park; and (2) the projected schedule for construction of improvements in connection with the development of the West Quorum Property
(as described in Section 8.B. below) is as set forth in Exhibit 7 attached hereto and incorporated herein (with "Fairfield" as used in Exhibit 7 being the anticipated West Quorum Property
Successor, as defined in Section 8.B. below). Section 5. Increase in Remaining City Funds. In order to facilitate the design and construction of the Quorum Drive Improvements, and to
assure that the development of the Remaining Property is adequately supported by appropriate levels of public facilities and services, the City shall increase its funding of the development
of the Remaining Property (ie, increase the Remaining City Funds) by an amount amount equal to the cost to design and construct the West Side of Quorum Improvements, less the sum of
$184,247.00 (the Owner's Quorum Third Amendment To Master Facilities Agreement Page 6 of 11 
Payment) to be paid by the Owner to the City. Following its solicitation for bids, but prior to its award of a contract, to construct the West Side of Quorum Improvements, the City shall
give Owner written notice of its intent to award such contract, and Owner shall pay to the City the Owner's Quorum Payment not later than 5:00 pm of the third day following the Owner's
receipt of such notice. The City shall have no obligation to construct or to cause the construction of the West Side Quorum Improvements until such time as the City has received the
Owner's Quorum Payment. Section 6. Owner Responsible For All Other Public Infrastructure Improvements. Notwithstanding any other provision of this Amendment, in addition to the Owner
paying (i) for all costs associated with the of the design and construction of the Owner Remaining Improvements, (ii) the Owner's Quorum Payment, and (iii) all costs associated with
the design and construction of the East Side of Quorum Improvements, Owner shall, at its sole cost and expense, pay for the design and construction of all other public infrastructure
improvements (other than the City Remaining Improvements and the West Side ofQuorum Improvements (less the Owner's Quorum Payment» necessary or required to serve the Remaining Property
in accordance with all applicable laws, ordinances, standards, rules and regulations of the City and any other governmental entity with jurisdiction over the development of the Remaining
Property. Owner shall have no obligations, rights or duties under the Master Facilities Agreement, as amended by this Amendment, except as relates to the Remaining Property as set forth
and provided herein. Section 7. Design and Construction In Accordance with City Standards. The Remaining Improvements and all other public and other improvements within the Remaining
Property shall be designed and constructed in accordance with the laws, ordinances, standards, rules, and regulations of the Town of Addison and any other governmental entity with jurisdiction
over the development of the Remaining Property, including, without limitation, the Concept Plan, any development plan applicable to the Remaining Property, the UC District Regulations
and all appendices and exhibits thereto, and the City's Subdivision Ordinance (the same being Appendix B of the City's Code of Ordinances; and in particular with respect to the Subdivision
Ordinance, Section Xl (requiring that plans for the construction of improvements be approved by the City'S Public Works Department), Section XlI (which provides in part that construction
of improvements shall be supervised by personnel of the City's Public Works Department), Section XV (regarding issuance of building permit), and Section XVI (providing standards for
construction of streets, storm sewers, sanitary sewers, water utilities, and other utilities». The parties agree that plans and specifications for each of the Remaining Improvements
are to be submitted to the City Engineer for review and approval prior to the commencement ofconstruction of of such Remaining Improvements, and that the City has the right to inspect,
test, measure, or verifY the construction work on the Remaining Improvements as the City deems reasonably necessary. Section 8. Assignment. Sale of Remaining Property. A. East Quorum
Property. It is contemplated by the parties that parcels 3-1, 3-J, 0-6, 2-L and 2-K as identified on the Concept Plan for the Addison Urban Center (together with the streets depicted
thereon as the R-2 Residential Street and the M-2 Mews) (collectively, the "East Tbird Amendment To Master Facilities Agreemeot 
Quorum Property", the East Quorum Property being further and more accurately described by metes and bounds in Exhibit 6 attached hereto and incorporated herein (and being Tract II as
described in Exhibit 6)) will be sold or otherwise transferred by Owner to a successor in interest (hereinafter referred to as the "East Quorum Property Successor"). City agrees that
Owner,in connection with such sale or transfer, may assign its rights, duties, and obligations related to the East Quorum Property under the Master Facilities Agreement and this Amendment
to an East 'Quorum Property Successor without further consent of the City if East Quorum Property Successor agrees to accept in writing the East Quorum Obligations (as hereinafter defined),
and a true and correct copy of such writing is promptly provided to the City after its execution (which writing shall identify (name, address, phone number, and other contact infomlation)
the East Quorum Property Successor). If the East Quorum Property is sold or otherwise transferred by Owner to East Quorum Property Successor, the parties hereto agree that, (i) as to
the Remaining Improvements, the East Quorum Property Successor shall be responsible only for the design and construction, at East Quorum Property Successor's sole cost and expense, of
the Owner Remaining Improvements and the East Side ofQuorum Improvements, and Oi) further agree that East Quorum Property Successor shall, with respect to the East Quorum Property, comply
with all other provisions of the Master Facilities Agreement and this Amendment (including, without limitation, Sections 6 and 7 of this Amendment) (collectively, the "East Quorum Obligations").
Furthermore, the parties hereto agree that after the sale or transfer of the East Quorum Property to the East Quorum Property Successor and the assignment to the East Quorum Property
Successor of the East Quorum Obligations and delivery of notice of such assignment to the City as provided in this Section B.A., (i) the Master Facilities Agreement, as to the East Quorum
Property only, may not be amended without an agreement in writing between the City and East Quorum Property Successor, and (ii) the City shall be entitled, as to the East Quorum Property,
to enforce the terms of the Master Facilities Agreement, as amended by this Amendment, against the East Quorum Property Successor. The City agrees that, as to the West Quorum Property
(as defined below) only, a default by Owner (or the West Quorum Property Successor (as defined below), if any) under the Master Facilities Agreement, as amended, shall not be considered
or deemed to be a breach or default by East Quorum Property Successor under this Agreement, and East Quorum Property Successor shall be entitled to enforce the terms of the Master Facilities
Agreement, as amended by this Amendment, notwithstanding such default by Owner (or the West Quorum Property Successor (as defined below), if any) as to the West Quorum Property. B. West
Quorum Property. It is contemplated by the parties that parcels 3-P, 3-G, 3H, and 0-7 as identified on the Concept Plan for the Addison Urban Center (together with the streets depicted
thereon as the R-I Residential Street, the R-3 Residential Street, and the M-l Mews) (eollectively, the "West Quorum Property", the West Quorum Property being further and more accurately
described by metes and bounds in Exbibit 6 attached hereto and incorporated herein (and being Tract I as described in Exhibit 6) will be sold or otherwise transferred by Owner to a successor
in interest (hereinafter referred to as the "West Quorum Property Successor"). City agrees that Owner, in connection with such sale or transfer, may assign its rights, duties, and obligations
related to the West Quorum Property under the Master Facilities Agreement and this Amendment to a West Quorum Property Successor without further consent of the City if West Quorum Property
Successor agrees to accept in writing all of the Third Amendment To Master Facilities Agreement Page 8 of 11 
ft-.} VJf-s"/􀁾 A;rights, duties, and obligations of this Amendment 􀁾􀁴􀁨􀁥􀁍􀁡􀁳􀁴􀁥􀁲􀀴􀁡􀁾􀁩􀁬􀁩􀁾􀁩􀁥􀁳􀀠Agreement as relate and are applicable to the West Quorum Property, ,'and
a true and correct copy of such writing is promptly provided to the City after its executioni(which writing shall identify (name, address, phone number, and other contact information)
􀁴􀁨􀁥􀁾􀁵􀁯􀁲􀁵􀁭Property Successor), Ifthe West Quorum Property is sold or otherwise transferred by Owner to West Quorum Property Successor, the parties hereto agree that, as to the
Remaining Improvements, the West Quorum Property Successor shall be responsible only for the payment to the City, prior to the City'S award of a contract to construct the West Side of
Quorum Improvements, ofthe Owner's Quorum Payment, and further agree that West Quorum Property Successor shall, with respect to the West Quorum Property, comply with all other provisions
of the Master Facilities Agreement and this Amendment (including, without limitation, Sections 6 and 7 ofthis Amendment). Furthermore, the parties hereto agree that after the sale or
transfer of the West Quorum Property to the West Quorum Property Successor and the assignment to the West Quorum Property Successor of all ofthe rights, duties, and obligations ofthe
Master Facilities Agreement and this Amendment related to the West Quorum Property and delivery of notice of such assignment to the City as provided in this Section S.B., (i) the Master
Facilities Agreement, as to the West Quorum Property only, may not be amended without an agreement in writing between the City and West Quorum Property Successor, and (ii) the City shall
be entitled, as to the West Quorum Property, to enforce the terms of the Master Facilities Agreement, as amended by this Amendment, against the West Quorum Property Successor. The City
agrees that, as to the East Quorum Property only, a default by Owner (or the East Quorum Property Successor, if any) under the Master Facilities Agreement, as amended, shall not be considered
or deemed to be a breach or default by West Quorum Property Successor under this Agreement, and West Quorum Property Successor shall be entitled to enforce the terms of the Master Facilities
Agreement, as amended by this Amendment, notwithstanding such default by Owner (or the East Quorum Property Successor, ifany) as to the East Quorum Property. C. Release. (1) Upon (i)
the sale or transfer ofthe East Quorum Property by TEXOK Properties, LP to the East Quorum Property Successor, and Oi) the assignment by TEXOK Properties, LP to the East Quorum Property
Successor of the East Quorum Obligations and delivery of notice of such assignment to the City in accordance with Section 8.A above, TEXOK Properties, LP shall be released from the East
Quorum Obligations. (lJ£S'( C...,(,A. 􀁾"'<'"􀁾􀀠(2) 􀁾􀁯􀁮(i) the 􀁳􀁾tranSFer of the West Quorum Property by TEXOK Properties, LP to 􀁴􀁨􀁥􀁾􀁑􀁾􀁯􀁲􀁵􀁭Property Successor, and (ii)
the assignment by TEXOK Properties, LP to the West Quorum Property Successor of all of the rights, duties, and obligations of the Master Facilities Agreement and this Amendment related
to the West Quorum Property and delivery of notice of such assignment to the City in accordance with Section 8.B. above, TEXOK Properties, LP shall be released from its rights, duties
and obligations under the Master Facilities Agreement and this Amendment as relate to the West Quorum Property. Tbird Amendment To Master Facilities Agreement 
Section 9. Owner's Representations. Owner represents and warrants to the City that Owner is the sole owner of all of the Remaining Property, and is the successor in interest by way of
conveyance to all of the rights, duties, and obligations of Gaylord under the Master Facilities Agreement with respect to the Remaining Property. Section 10. Notice. All notices provided
for or pemlitted under this Amendment shall be in writing and shall be (a) delivered personally; (b) sent by commercial overnight courier with written verification of receipt; or (d)
sent by certified or registered U.S. mail, postage prepaid and return receipt requested, to the party to be notified, at the address for such party set forth below or at such other address
as is indicated in writing by such party. All notices shall be deemed effecti ve upon receipt. To City: To Owner: 5300 Belt Line Road Dallas, Texas ___ Attn: City Manager Section II.
No Other Amendments. Except to the extent modified or amended herein, all other terms and obligations of the Master Facilities Agreement shall remain unchanged and in full foree and
effect. Section 12. Exhibits. All exhibits to this Agreement are ineorporated herein by reference for all purposes wherever reference is made to the same. Section 13. Authority to Execute.
The undersigned officers and/or agents of the parties hereto are the properly authorized officials and have the necessary authority to execute this Amendment on behalf of the parties
hereto, and each party hereby certifies to the other that any necessary resolutions or other act extending sueh authority have been duly passed and are now in full force and effect.
EXECUTED at Dallas County, Texas on the day and year first written above. TOWN OF ADDISON, TEXAS TEXOK PROPERTIES, LP By: Hurst Holdings, LLC, its sole e General Partner Ron Whitehead,
City Manager ByErr 􀁌􀁌􀁊􀁴􀁴􀁾􀀠;:) ATTEST: ATTEST: 􀁂􀁹􀀺􀁟􀀭􀀱􀀮􀀮􀀮􀀽􀀭􀀫􀁾􀁐􀁾􀁾􀁾___ By: r;l, 􀁾􀁾􀀠Third Amendment To Masler Facilities Agreement Page 10 of II 
STATE OF TEXAS § § COUNTY OF DALLAS § This instillment was acknowledged before me on December 􀁾􀀲􀀰􀀰􀀳􀀠by Ron Whitehead, City Manager, Town of Addison, Texas, a Texas municipal corporation,
on behalf of STATE oF71Xtls § COUNTY OF ha1.1 Q.S § § This instillment was acknowledged before me on December 􀁾􀀬􀀠2003 by Stephen T. Hurst, the sole member of Hurst Holdings, LLC,
the said Hurst Holdings, LLC being the sole General Partner of TEXOK Properties, LP, an Oklahoma Limited Partnership, on behalf of the said Limited Partnership. [SEAL] NOTARY PUBLIC,
State of k?,WiS My commission 􀁥􀁸􀁰􀁩􀁲􀁥􀁳􀀺􀁾􀁱􀀺􀁾􀀮􀀮􀁯􀁌􀀮􀀼􀁙􀀯􀀷􀀭􀂷_ the said municipal corporation. IC, State ofTexas My commissi on exp ires: 􀁟􀀭􀁪􀁺􀀧􀀭􀀯􀀭􀀬􀁉􀀻􀀬􀀭􀀢􀀨􀁰􀁱􀀮􀀡􀁴􀀬􀀭􀀬
􀁾􀀬􀀭􀁓􀀭􀀬􀀬􀀭Third Amendment To M.ster Facilities Agreement Page 11 of 11 
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