"", ' '''--'.' 2000-1 Addison Circle J,; 􀁾􀀺􀀠1./(C'>:/7'" . /Ii Amendment to Master Facilities Agreement for :.Sc.􀀮􀀻􀁉􀁾􀀠Z·· .. ;"",' /Funding of Public Infrastructure -2003 
John Baumgartner From: John Baumgartner Sent: Wednesday, October 28, 19988:20 AM To: Carmen Moran Cc: Ron Whitehead; Randy Moravec Subject: Supplemental Agreement to the Master Facilities
Agreement The City Council approved the referenced agreement at the meeting on October 27, 1998 subject to the condition, that the exhibits adequately define the portion of Spectrum
Drive that will be constructed as part of this agreement I assumed that Spectrum Drive is adequately illustrated in the referenced attachments. It is my understanding that you will provide
conformed agreements to Post Properties for signature and you will be the keeper of this contract with regard to obtaining the right-of -way dedication and invoicing Post Properties
for their portion of Spectrum Drive. I will inform Randy by copy of this memo to establish a new capital project for the north extension of Spectrum Drive (from Addison Circle Phase
III to Airport Parkway) with a developer contribution of $190,793. At this time, the remainder of the funds for this project are not budgeted and Project is not part of our 5-year capital
projects program. Please provide Randy and I copies of the conformed agreement after it is executed by the Town and Post Properties. 1 
_8(912) 4S().1000ADDIsoN Post Office Box 9010 Addison, Texas: 􀀱􀀵􀀰􀀰􀀱􀁾􀀹􀀰􀀱􀀰􀀠5300 Belt Line Road FA."< (912) 4S().1043 MEMORANDUM September 16, 1998 TO: Ron Whitehead, City Manager
􀁾􀁨􀀧􀀭__FROM: Carmen Moran, Director of Development Services SUBJECT: Second amendment to the Master Facilities Agreement for funding of Blueprints at Addison Circle On July 14, 1998,
the Council approved a bid for the construction of Blueprints at Addison Circle, the rond point art piece. As a part of that award, Post Properties agreed to contribute an additional
$100,000 to the $350,000 it is already contributing toward the cost of the piece. The attached agreement, titled Second Amendment to the Master Facilities Agreement, sets out the terms
for contribution of the additional $100,000 by Post Properties. The terms of the agreement can be summarized as follows: Post Properties had previously agreed (through the first amendment
to the Master Facilities Agreement) to contribute $350,000 toward the cost of the art piece. piece. Under this agreement, Post will contribute up to an additional $100,000. However,
the additional $100,000 will only be contributed if the cost of the art piece exceeds $2,100,000. £!J\ . Post Properties shall make its contribution throu 15 onthly payments of $30,000.
The City will begin billing Post upon pt of the first invoice for payment from Westerchil Construction. The attached agreement was prepared by John Hill, and has been reviewed by Post
Properties. I would like to place the agreement on the City Council agenda , for September 22,1998. 
2146722020 P.03/12COWLES g, THO!'PSON 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 An:. 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 first $1,900,000.00 of RoWy 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 An: 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 sball 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 n 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 bas entered into a contract with WesterchiJ Construction Company <,Westerchil') for the construction
of the Rotary Art. Upon the City's receipt of the flISt invoice for paymellt from Westerchil, the City shall send to Post a copy of the invoice together with a request for the flISt
Monthly Payment. Post sball make the first Monthly Payment not later than ten (l0) days following the date of Post's receipt of the City's request for the first Monthly Payment. The
Sel;:ond Monthly Payment shall be clue 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 thereoO in Post Payments shall
not be due until Post is presented with documentation that the Rotary Art Costs bave exceeded $2,200,000. During the period of the assembling and placement of the Art Piece, Post may
be requested by the City to expeud additional funds at or near the Quorum Rotary Open Space to facilitate sueb assembling and placement (e.g. funding for II 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 fmal payment of the Post Payments. " B. Section
15 is arnenclcd so that it shall hereafter read as follows: -2· OOCI:&H02 
2146722020 P.05/12aJl.LES 8. THOMPSON EXECtlTED at Dallas COUllty. Texas on the day and year first written above. TOWN OF ADDISON, TEXAS GAYLORD PROPERTIES. INC. By:___________ By: Ron
Whitehead, City Manager ArrEST: POST PROPERTIES TRUST By:___________ By:.___ Carmen Moran, City Secretary 􀁾􀁃􀁋􀁎􀁧􀁗􀁌􀁅􀁄􀁇􀁍􀁅􀁎􀁔􀁓􀀠STATE Of TEXAS § § COUNTY OF DALLAS § This instrument
was acknowledged before me on , 1998 by Ron Whitehead, City Manager of the Town of Addison, Texas, a Texas mUllicipal corporation, on behalf of the said mUllicipal corporation. NOTARY
PUBLIC. State of Texas STATEOF ___ § §COUNTY OF ___ § This instrument was acknowledged before me on the day of ____ ____, 1998, by • .of__ ________􀁾􀁟􀀬Inc., on behalf of said corporation
in its capacity as general partner of Gaylord Properties, L.P., a Texas limited partnership. on bebalf of said limited partnership. NOTARY PUBLIC. State of Texas -4DOC I: 62340Z 
_a_ 􀁁􀁾􀁄􀁗rNsoo'Nnu PUBlJC WORKS DEPARTMENT (972) 450·2871 16801 Westgrove MEMORANDUM May 28,1998 To: Randy Moravec Finance Director From: John R. Baumgartner, P. Director of Public
Works Re: Addison Circle Phase I -Funding Reconciliation During construction ofthe street infrastructure for Addison Circle Phase I offsite utilities (sanitary sewer) and Bosque Park
improvements were included in the project. An adjusting journal entry should be made for the amount of$45,010 for the offsite sanitary sewer and $32,10634 for the Bosque Park (project
number 420005815065801) improvements. Both ofthese charges were anticipated at the time of bid award. Please call me if you have any questions or need additional information. Attachments:
Addison Circle Reimbursement Request #22 Offsite Utility Summary cc: Slade Strickland 
Addison Circle Phase I Offsite Utility Summary May 28, 1998 20 L.F. 8" Wastewater Line at $21.60/I.f. $432 867 L.F. 12" Wastewater Line at $30.24I.f. $26218 5 Ea 5' Manholes at $3672
ea. $18360 Total offsite wastewater $45,010 Offsite wastewater is the section of line between proposed Spectrum Road and Dallas North Tollway. 
",b I:>es<:ription: ADDISON CIRCLE -PHASE I Estimate No. 23 Client: TOWN OF ADelSON ConI..ct Amoom: $3.517._.44 Estimated Period; February 26,1998 To April 25.19988 Payable To: Gibson
& Assoc!3t&S.lnc. 11210 Ryfiecrest Drive Salch 􀁓􀁰􀁲􀁩􀁮􀀹􀀵􀀮􀁲􀁾􀁓75180 II Kem /I ------11-··· 􀁄􀁥􀁳􀁣􀁲􀁴􀁾􀁬􀁯􀁮􀀠II IIII 􀁕􀁮􀁾􀀠II tI--l1 Contract Quamit)' II Momhly If QuanCity
II /II!II III Quamity To Date /I II II 􀁕􀁮􀁾􀀠Prl(:$ III III iii Total SCHEDULE I PAVING IMPROVEMENTS 101 102 103 104 II MOBILl2ATION II UNCLASS ST f':XCAVA INC HAULJD!SPOSE II REM
& DISP OF f':XIST CONC PAVE II REM & DISP OF EXIST CONC SW ilLS IICY IISY IISY II II II II 111 214311 500411 129211 III III III III 1 II 214311 559411 129211 $94.135.00 III $2.15111
$9.40111 $5.40111 $94.135.00 $4.528.88 $53.523.60 $13.975.80 105 II S-LIME STAB or $ubgrade prep 100 II HYDRATED LIME 3SfIIsy 107 118' 6SO PSI FLf':X RC PVMT 108 118' 6SO PSI FLf':X
RC DROP SALB 109 114' 3000 PSI RC SDWLK 110 114' 3000 PSI RC SDWLKSUB-BA6E 111 II S-3000 PSI RC SDWLK SUB-BASE 112 II item deleted Addenda 4 113 118' 6SO PSI FLf':X RC DRIVE 114 IW G50
PSI Flf':X INTEGRAL CURB 115 II REINF CONC ST HEADER 118 II FULL DEPTH SAWCUT f':X CONC 117 II-Fumish vehiclG brick paver del. 118 II ST BOLLARD (STEEL) IISY II II TON II nSY II IISY
II nSF II IISF II IISF II II II IISY II IILF II IILI' II IILF II IISF II ilEA II II n 571211 144611 723111 5575611 122511 II 218 II 518211 30011 126911 II 7111 III III III III III III
III In III III III 111 111 III II II 553511 139211 es2211 57228 II 287411 II 26911 528211 411 II 1537 11 /I7111 $4.03111 $97.29111 $31.00 III $35.90 III $2.80111 $2.90111 $3.20111 III
$30.00 III $1.50 III $5.00 HI $2.75111 $3.37111 $350.00 III $174.685.00 $49.972.80 $24.141.60 $165.001.20 $9.199.80 $13.070.00 $7.9:)8.00 $2.055.00 $4.226.75 $24.850.00 119 120 121 122
114' WIDE THERMOPLASTIC lANE STRIP 114' NON REFLECT BUTTON TV W 114' REFLECT BUTTON TV I-W.e 114' REFLECT BUTTON TV II-Y·Y IILF ilEA ilEA ilEA II II II II 5411 11211 19511 4011 56111
56111 82111 5111 10411 28811 215 11 4811 $2.18111 $4.32111 $8.48111 $13.10 III $224.64 $1,149.12 $1.393.20 $372.50 123 124 125 125 1124' WIDE THERMO STOP LINE 1112' WIDE THERMO YIELD
LINE II STD & TRAFF CTRL SIGNS fUrnlinstall II' fumiinstaU st. sign post.1ound. IILF IILF ilEA ilEA II II II Ii 71 II 15211 sail 5211 III III III 3111 7111 152 I! 9511 5611 $10.80 III
$8.48 111 $184.16 111 $1S8.32III $768.80 $984.88 $15,OO7.S8 $9.313.92 127 128 129 130 131 132 133 134 135 135 II ST BARRICADES (GUARD RAIL) II BARRICADES. SIGNS & TRAFF CTRL 116' TALL
BLACK VINYL COAT CHAIN LINK FENCE II "am deleted por addenda 4 II ftem deletdd por addenda 4 II 􀁾􀀮􀁭􀀠deleted per addMda 4 I! DOWELLED ON S-RC CURB II ITEM DELETED PER ADeENDA 3 II
THERMOPlASTIC ADVISORY MARKER-YEILD IIS'xT REFL DIAGRAMMATIC SIGN ADV-Dl IILF liMO IILF II II II IILF II ilEA ilEA II II II II II I! II II II II 7511 II 202 11 II II II 811 II 811 211
III III III III III III III II! III III 82.511 1 II 20211 II II II 811 II 811 211 $25.35111 $8,280.00 III $19.98·111 III III III $20.00 III III $215.00 III $3,888.00 III $1,588.25 $9,280.00
$4.035.88 $160.00 $1.728.00 $7.775.00 137 1I8'x6' REFL DIAGRAMMATIC SIGN ADV-D3 ilEA 135 115'><2' REFL STREET SIGN ST 1.2.3 ilEA 139 II REMOVE f':XISTING STREET LIGHT FOUNDATION II EA
140 II FIINSTALL ST. UGHT FOUNDATION QUORUM IlEA 141 116'><6" CL A TV I.e JIGGLE BAR ilEA 142 II CONSTRUCT LONGITUDINAL BUTT JOINT IILF 143 II 􀁾􀀮􀁭􀀠deleted por addenda 4 II 144 11'4
fumlinotall beddl"ll rnatri & powrs IISI' 145 11'4 fUmilnotali S-650ps1 RC 􀁰􀁡􀁶􀁭􀁾􀀠IISY 146 II "4 fumlinstl 0' 650psi RC drop slab IISY 147 11'4 fum/inotl 6.75'><1.5',.H.di.g s!sn
ilEA 148 II M4 remlmplc cone, I,mit pavers II SF 149 11'4 Mnlinotl S-compoetdd Hex base II SY 150 II "4 rem/dispose cone. lIume IISY 151 11'4 reple. exs! blk vynl.1 fenee IILF 152 11'4
fUm/pia.. bullal. grass _fort IISY 153 II "4 temp irrig. work area water tower ilLS 154 11"4 construction progress report CPM ilLS 1$8 11 Fumish Vecl!lcular Paver IISF 156 1110" x 12'
Curb IILF 157 11 Slgnellnt",,,,,nneQ Wiring IILF 156 11 FUm Vech Paver Typ A /; B Glen Gory IISF 159 II 4' Singl. ReI1o<tlv. Button T( I-Y ilEA 160 nSign Revision NJv, 0-1 ilLS II II
II II II II II II II II II II II II 11 II II II II II 11 11 II II 1 II 311 511 11 II 5411 80211 II 11)83111 489711 1211 II 311 2870 II 297 11 41 II 24011 56411 1 II 1 II 1177311 42111
1200 II 665611 4811 111 III III III III III III III III III III III III III III Bill III III III III III III III III III 1 II 311 711 1311 5911 88111 II 11)831 II 516511 1000 II 311
295211 32811 4111 228 II 56411 1 II II 11000 II 38411 II 821611 4811 1 II $3.564.00 III $1.296.00 III $428.80 III $459.00111 $13.50 III· $7.50111 III $2.53111 $34.00 III $33.70 III $1.404.00
III $2.50 III $13.30 III $10.00 III $19.95111 $0.98111 $2.160.00 III $2.100.00 III $2.89111 $10.00 III $3.74111 $3.12111 $I3.a718 $Il73.7S III $3.564.00 $3.588.00 $2,988.20 $5.957.00
$196.50 $5.807.50 $47.135.43 $175,510.00 $33.700.00 $4,212.00 $7.380.00 $2.ose.4O $410.00 $4.$85.44 $327.12 $2.160.00 $31.790.00 $3.940.00 $25.633.92 $329.76 $573.75 
.<14 165 166 167 16a 161l · 6.isting Light Base repair II Revi.. Adv·l ,Adv·2 , st,.:!II Aluminum PaInted Gold FInial,,3" 0.0. Sign P¢st II Wing Brae""'. II Mounting Hardware IIR&RC,T.B.
II SlrO<! Patching II R_. Y,oId Signs ilEA II II SF II ilEA, II ilEA II ilEA II ilEA " IISF II ilLS II ilEA II 311 17.5611 100 II 12 II 24 " 1211 84711 1 II 311 III 311 III 17,5611 IH
10011 III 1211 III 2411 111 1211 847111 84711 1 III 1 " 31" 311 Total Soh9duleI $181.50 111 $544,50 $110.00 III $1,931.60 $30.00 IH $3,000.00 $4lIO.oo III $5,760.00 $n.ooiU $1,848.00
566.00 III $792.00 $1.65111 $1,397.55 $5.132,00 III $5,132,00 $365.00 III $1.155,00 􀀮􀀽􀀽􀀺􀁾􀀽􀀽􀀺􀁣􀁾􀀽􀀭􀀽􀀽􀀽􀁾􀀠$1,071,515,26 SCHEDULE n STREETSCAPE IMPROVEMENTS 201 11'4 fum pedest,
BRICK PAVER d.l, IISF II II III $1,9811111 202 III' PVC SCH 40 TREE LIGHT CCNDUIT IILF 11 200511 III 2150 II $3.40 III $7,310,00 200 112' PVC SCH 40 ST LIGHT CONDUIT II LF II 53OIl1l
III 756011 $3,89111 $Z9,405.40204 II ST LIGHT PULL BOX or tr.. light ilEA II 7011 2111 51 11 $226,80 III $11,566.60 205 112' PVC SCH 40 SLEEVE IILF 28111 $2,92111II III 28211 $823.44
206 113'PVCSCH40' IILF II 50911 111 60011 $3,35111 $2,010,00114'PVCSCH4O "207 IILF II 1641 11 III 163711 $4.05 III $6,629.85208 I16"PVCSCH40 ' IILF II 615 11 III 90211 $5,94111 $5,357,85209
II IRRIGATION SYS INC POWER TO CONTRLR ilLS 1 II III 111 $53,099,00 III $53.099,00210 II TREE FENCE IILF "II II 111 II $17,00 111 211 II SID TREE GRATE ilEA II 2S11 2811 $1,090.00 IU
$30,520.00212 II DELETED ITEM ADDENDA 2 II III II III213 II DELETED ITEM ADDENDA 2 II II II "' III II 1/1214 II DELETED ITEM ADDENDA 2 " " II II III II III215 II DELETED ITEM ADDENDA
2 II II II III II III216 II DELETED ITEM ADDENDA 2 " II II II III II III217 114' PVC SCH 40 PERFOR SUBDRAIN SYS IILF II 512311 545911 $11,00 III $80,049,00III218 II BENCH A ilEA II 11
II III 1111 $1,740,00 III $19,140.00219 II BENCH B 16 II III 16 II $960.00 111 $.15.380.00ilEA "220 IIBENCHC ilEA II 1911 III 1911 $1,385.00 III $26,315.00221 II BOWERY TRASH RECP A
ilEA II 11 II III 11 II $1,100,00 III $12,100.00222 II BOWERY TRASH RECP B II EA II 711 III 711 $320.00 III $2.240,00223 II BOWERY TRASH RECP C ilEA II 611 III 611 $265.00 III $1,710.00224
II BIKE RACK MODEL BR2-3 ilEA II 2211 III 2211 $180,00 III $3,960.00225 II item deleted per addenda 4 II II II III II III226 II GARDEN PLANTER TV 006 ilEA II 10 II III 1011 $270.00 III
$2.700.00227 II RED OAK 200 GAL 16'·18' 5"-6" """ IlEA'1l 100 I! III 10511 $1,150,20 III $120.nl.00 228 II LIVE OAK 200 GAL 5'-6" CAL 11>-18' HT. 10'-12' ilEA II 9511 III 9511 $1,150.20
III $109,289,00229 II CHANTICLEER PEAR 4" 14-16' ilEA II 3611 III 3811 $372.80111 $14.158,60230 II rN>IF YAUPON HOLLY 1 GAL ilEA II 3450 11 III 34ilO II $4,05 111 $14,013,00231 II NEW
MEXICC AGAVE 1 GAL ilEA II 1411 $13,50 IIIIII II232 II AUTUMN ASTER 4" ilEA II 25 11 III 2511 $1.76 III $44.80 233 II SHASTA DAISY 4" ilEA II 328 II 32611 $1,78111 $56aJl4111234 II DAYiLILY
RED RUM 4' ilEA II 7611 III 7611 $3,73111 $283,46235 II DAYiLILY STELLA DE ORO 4" ilEA II 160 II III 10011 $3,67111 $857.20 236 II DAYLILY MIXED 4" ilEA II 12511 III 12511 $3,67111 $458,75237
II RED YUCCA 1 GAL ilEA II 2211 III 2211 $5.94111 $130,68236 II BEARDED IRIS PURPLE NO 1 ilEA II 49011 III 49011 $1,67111 $616.30 23.9 II BEARDED IRIS YELLOW NO 1 ilEA II 36311 III 39311
$1.67111 $556.31240 II BEARDED IRIS WHITE NO 1 ilEA II 5211 III 5211 $1.67111 $65,94241 II JAP IRIS BLUE NO 1 ilEA II 4611 III 4611 $2.75111 $126,50242 II SPIDERY LILY 4" ilEA II 22811
III 22811 $5,72111 $1.304,16243 II DAFFODIL MIXED NO.1 ilEA II 38911 III 38911 $0.81111 $315,09244 II DAFFODIL FEB GOLD NO,1 ilEA II 44511 III 44511 $0.92111 $409.40 245 II DAFF PEEP
TOM NO,1 ilEA II 230 11 III 230 II $0.81111 $166.30 246 II THRIFT 4' ilEA II 6111 III 6111 $1.67111 $101,87 !If247 II ADAMS NEEDLE STAReURST 1 GAL ilEA II 2611 III II $25.38111 􀁾􀀠248
II PURPLE HEART 4" ilEA II 6511 III II $1,89111249 II BERMUDA SOLID SOD IISF II 13300 II 3200111 18500 II $0,23111 $3,795,00250 II WEEPING LOVE GRASS 22920 \I (,pS1IISF II 􀁾􀁉􀁉􀁉􀀠􀁾􀁉􀀠$0.03111
$2,0'6 EOJ251 II RESTORE IRRIG. N,LlNE ADDISON CCNV.C ilLS II 111 -B-III Z2.'l2.0 111 $1,026.00 III $1,026.00252 118ALUBURLAPIMNTNIREPLNT EXST HOLLIES ilEA II 7011 III 6411 $85.34111
$2.453.76 253 116' N.R. STEVENS HOLLIES FURNilNSTALL ilEA II 611 III 611 $270.00 III 51.620.00254 II REM/REUSE EXST STEEL EDGING ilLS II 111 III 111 $378,00111 $378,00255 112WIDE. 6"
RC FLUME ilLS II 111 III II $750.00 III256 113' PVC SCH 40 TREE LIGHT CONDUIT IILF II 65011 III 68911 $4,97111 $3,319.96257 II .em d.IEted per 􀁡􀁤􀁤􀁾􀁮􀁤􀁡􀀠4 II II II III II III256
II '4 fumlin$ll bedding & pod po....'" IISF II 94845 11 III 68290 II $1.52111 $100,750.80259 11-4 street light foundation ilEA II 5311 III 5511 $366,80111 $21.384.00 260 11"4 co""ruct
"'l, cap (01 light base ilEA II 5311 III 5411 $97.20 III $5.246,80261 11'"4 ttlrnlinstl 2-sch.40 PVC tree It.conduit IILF 2750 II 273211 $10.627,46II III $3.69111282 11·4 salmnon pink
canna #1 􀁭􀁾􀁯􀁭􀁏􀀤􀀠ilEA II 5611 III II $1.62111 263 II Fum Pod Brick Pay Glen Go/)' IISF II 6484511 65290 I( $1,57111 $.104,075,!lQ284 II Big Blue Limp<> ilEA II 84011 III III 840
11 $4,02111 $3,376.80285 nAdartional Irrigation RepaIr @ContCtr ilLS II 111 111 $525.00 III $825,00III268 II Additional Shlo"letscape Irrigation ilLS II 1 II III 1 II $18,667.00 III
$18,667.00 
"'move 6rick SaweuI end Install Std 􀁾... Box II EA II 1 II III II $385.00 III ..􀁾􀁤􀀠"'Remove arlek'Saweut and Install TUE Typo Handholell EA " Install and Connect Lights & Fl>lu"",
II EA II PanelsIT enn;nol Bloclo; II EA II II II 1 II 5311 311 III III III 111 5311 311 $385.00 III $352.00 III $2,816,00 III $385.00 $18,656.00 $8.448.00 271 272 273 274 275 II Meters
IIl00A Switch IIG,oundRods 1I100A Cont.etor /I Time Clocks II EA II EA ilEA II EA II EA II 1\ II II II 311 311 311 311 311 III III III III III 311 311 311 311 311 $148.50 III $429.00
III $121.00 III $957.00 III $185.00 III $445.50 $1,267,00 $363.00 $2,871.00 $495.00 276 277 278 279 280 II Photo Cells 11#2 Wire 11#6 Wire I! #6 WI", 11#12 Wire II EA IILF IILF IILF
IILF II II II II II 311 500 II 7500 II 11000 II 200 11 III III III III 111 3/1630 11 699911 12913 11 II $220.00 III $2.09111 $0.60111 $0,42111 $0.50111 =.00 􀁾􀀱􀀠,316.70 $4.199.'10
$5,423.46 281 282 /1112 ' Sch. 40 PIIC Street Light Condu' 113' Sch 40 PVC Street Ugh! Condu. IILF IILF II II II 50 11 6011 III III II II $4.84111 $5.28111 263 284 11 Drinking Fountain
PiElr'S II Relocate Service @Park ilEA IlLS II II 211 111 2111 1 III 211 1 II $275.00111 $550,00 $1.793.00 III $1,793.00"""",,,",011;;:;=====_;;;:; Tetal Schedule It UQl.H!1.gs SCHEDULE
III 88f, 762.,'1S STORM WATER IMPROVEMENTS 301 302 303 304 305 308 307 308 309 310 311 312 313 314 315 316 317 318 319 320 321 322 323 324 325 325 327 326 329 = 331 332 333 334 335 336
337 336 339 340 341 342 343 344 345 346 347 346 349 3SO 351 352 353 354 355 IICL 3 RCP 18' IILF IICL 3 RCP 21" IILF II CL 3 RCP 24' IILF II CL 3 RCP 27" IILF II CL 3 RCP 30" IILF IICL3RCP33'
IILF /I CL 3 RCP 38" IILF II CL 3 RCP 39" IILF IICL 3 RCP42" IILF IICL3 RCP45" IILF IICL 3 RCP 6(r /lLF IICL3 RCP 88' IILF II CL 3 RCP 72" IILF II REM & DISP OF EX CURB INLET ilEA II
r; RECESS CURB INLETWIRECESS TOP FOR BRill EA II e" RECESS CURB INLET WIRECESS TOP FOR BRill EA 118' RECESS CURB INLET (EXT DEPTH) WIRECESSII EA 1110' RECESS CURBINLETWIRECESS TOP FOR
61\1 EA 1110' RECESS CURB INLET ilEA 1110' RECESS CURB INLET (EXT DEPTH) ilEA 1112' RECESS CURB INLET WIRECESS TOP FOR Bill EA 1114' STD CURB INLET ilEA 114'GRATE INLET ilEA II DELETED
ITEM PER ADDENDA 2 II 113 GRATE COMBO CURB INLET ilEA I15'X5' STOY INLET ilEAII REM EX REINF CCNC PIPE IILF II TY A STRM WTR MH ilEA IITYA STRMWTRMH ilEA II TY B STRM WTR MH ilEA II
RCP 60 DEGREE WYE CONNECT ilEA IIRCP45 ' , ilEA II RCP 60 DEGREE BEND CONNECT ilEA II RCP 45 DEGREE BEND CONNECT ilEA II RCP 30 DEGREE BEND CONNECT ilEA II PIPE TO PIPE CONNECT ilEA
lIi1'1LET CONNECT ilEA II PRECAST CCNC PLUG FOR RCP I/EAII UNCLASS CHANNEL EXCAVA I/cYII ROCK CHANNEL 8I.CAVA IICY II REM & DISP OF EXIST HEADWALLS & CCNC RIP II LS 112' STONE RIP RAP
II CY II HYDROMULCH TOP GUN BUFFALO (FERTIWTR) IISY II FI6ER NETTING NA GREEN Sl500N nSY II FURN, INSTL, MAIN, REM INLET PROTECT FOR EQI EA II FURN. INSTL, MAIN & REM SILT FENCE FOR
ERO.\I LF II FURN, INSTL, MAIN & REM STRAW SALE DICK Cf-\I LF II ROCK BERM FURNIINSTAUMAINTWREMOV I1cY II FURN. INSTL, MAINT & REM STAS CONST ENTR II SY II DELETED ITEM PER ADDENDA 2
II II TRENCH SAFETY FOR UTiL ilLS II TRENCH SAFETY FOR CONSTR IILF II REM EXST INLET TOPIRECONSTwlRECESS ilLS 1I10'RECES.CURB INLET(XTRADEPTH)RECS TOP II EA 11'4 remldlspose e.st RCP
large< 36" IILF /I II II II II II II II II /I II II II II II II II I[ II II II II II II II II II 1/1/1/II II 11 II II II II 1/II II 1/1/1/II II II II II II II II II II II 1/84811 55111
18811 10811 32911 8411 -II 19111 35711 35111 26711 248 11 11611 101/411 311 1 II 211 111 111 1 II 1 II 1 II II 411 411 89011 1 II 1 II 411 3711 1 II 211 211 411 1411 211 18 II 949511
481111 1 II 23611 16861/168611 3011 260011 20011 1011 33311 II 1 II 4052 11 1 II 111 150 II III III III III III III III 111 III III III III III III III III III 111 III III III III III
III III III III III III III III III III III III III 111 III III III III III 593111 III III III III 111 III III III III III III III 843/1 551 11 18411 108 11 32911 8411 42711 191 II 35711
35111 25711 24811 116 II 10 II 411 31[ 1 II 211 1 II 1 II 1 II 1 II 1 II II 411 411 89011 1 II 1 II 411 3711 1 II 1 II 411 411 1411 1 II 2111 653511 451111 211 100 II 83311 24011 411
2150 II 11 30 11 II II II 40431/1 II 1 II 150 II $28.08111 $51.32111 $34.55111 $36.88111 $42.12111 $47.52111 $52.92 111 $83.72111 $86.04111 $75.60 III $127.44111 $149.04111 $172.60 m
$755.00 111 $1,944,00 III $2,052.00 111 $2,268.00 III $2,269.60 III $2,269.60 III $2,430.00 III $2,536.00 III $2.754.00 III $2,802.00 III III $2,970.00 III $2,802.00 III $14.04111 $2,378.00
III $5,166.00 III $4,698.00111 $216.00 III $216.00 III $21B.00 III $216.00 III $216.00 III $216.00 III $466.00 III $81.00 III $6,37111 '18.48111 $2.160,00 III $37.60 III $1.12111 $1.43111
$50.00111 $3.00111 $5,00111 $160,00 III $9.72111 III $810.00 III $1.08111 $5,510.00 III $2,430.00 III $14,04111 $23.671.44 $17,257.32 $8,359.04 $4,199,04 $13,657.48 $5,041.28 $22,500.84
$12.170.52 $24,290.28 $26,5$5.60 $34,026.48 $36,!lS1.92 􀁾􀀲􀀰􀀬􀀰􀀴􀀴􀀮􀀶􀀰􀀠$7,560.00 $7.776.00 $8,156.00 $2.266.00 $4,579.20 $2,269.60 $2,430,00 $2,536.00 $2,754.00 􀁾􀀲􀀬􀀸􀀰􀀲􀀮􀀰􀀰􀀠$11,880.00
$11,448.00 $12,495.60 $2,376.00 $5,166.00 $18,792.00 $7,992.00 $216.00 $216.00 $884.00 $884.00 $5,024.00 $466.00 $1,701.00 $45,8$2.95 $29.231.28 $4,320.00 $5,760.00 $932.95 $343.20 $200.00
$6,430.00 $4,500.00 $4,366.44 $5,510.00 $2,430.00 $2,106.00 􀁾􀁾􀁾􀀽􀀮􀁾􀁾􀀽􀁾􀀽􀀽􀀽􀀽􀀠Total Sehadul.1II $469,766.27 
.' -' , SCHEDULE IV WASTEWATER IMPROVEMENTS 401 II SoR 26 PVC WWTR LINE 8" IILF II 4011 III 2011 $21.60 III $432,00 402 403--<lOS 11 SoR 35 PVC WWTR liNE 8" IILF II II SoR 35 PVC WWTR
LINE 10" II LF II II SoR 26 PVC WWTR liNE 12" • II 􀁾􀁆􀀠III! SoR 35 PVC WWTR LINE 6" WI2 WAY CLEANOUTII EA II 114' olA WWTR MH ilEA II 163911 357 11 15&411 1711 311 III mOl! III 357
11 III 15&411 III 1611 III 311 $19.4411\ $33,631,20 $28,08 III $10,024.5& $30.24 111 $47,295.35 $540.00 IH $5,S40.00 $1,836.00 III $5,508.00 407 40S-115' olA WWTR MH ilEA II II TV INSPECT
IILF II II TRENCH SAFETY FOR CCNSTR IILF II 11 II 3500 II 401011 III 11 II III 355111 III 357111 $5,672.00 11/$40,392.00 $1.(32111 $5,914.52 $0.65111 $2,355.15 =====--=-=I:==Total SchedulolV
$154,223.1l9 SCHEDULE V WATER IMPROVEMENTS 501 502 503 504 $05 508 507 506 508 510 511 512 513 514 515 516 517 518 519 520 521 522 523 524 525 526 II CONC BLOCKING IICY II 1101 FITTINGS
CL250 II TON II 11"4 S" pvc.YNm cSOO drl6. cll$O IILF II11"4 S"pvc aWHa cSOO dr16 dl$O IILF II11"412" pvc aYNm cOOO.drl8cll$O IILF II 11"4 fum,24" 0WHa c303 bar wrapped <one piP<' IILIF
II II FILL EXT 24" olA RCCP WTR LINE IILF II 1j6" RESILIENT SEAT GATE VALVE/BOX ilEA II 116" RESILIENT SEAT GATE VALVE/BOX ilEA II II ITEM DELETED PER ADDENDA 3 II II11"4 fum/lnstl fir.
hyd <:<>mplele IlEA IIII REM. SALVE 8. DEL TO TOWN EXIST FIRE 􀁈􀁙􀁄􀁾􀁉EA II 11"4 conned 10 all EXTWTR MAIN ilEA II 11"4 WTR SERV LINE 1.5"moter,box,bldIw.dbl ck ilEA II II WTR SERY
LINE 2"(MTR OOX,BKFLO PREV) ilEA II 11 WTR SERY LINE 6"(FOR FIRE PROTECn ilEA II II TAPP SLEEVE VALVElBOX 20" X 8" ilEA 11 IITAPI' SLEEVE VALVE/BOX 20" X 12" ilEA II 112000 PSI CONC
ENCASE II LF II11 AoJ EXT WTR VALVE STACK/COVER ilEA II II TRENCH SAFETY IILF IIIIWTRTEST ilLs IIII Rem deleted por addenda 4 II IIliZ' WATER SERVICE LINE IlEA II II "4 Ins!l 24" awHa
c303 bar wrap pipe II LF II II Relocate 2" Water SIlIVie& ilEA 11 4511 611 22511 1S4511 7611 24911 20011 1211 11 II II 911 311 311 211 1 II 311 1 II 111 6011 611 24S411 111 II 1611 24611
211 III 4511 III 61i III 17211 III 194.1111 III 7611 III 24611 III 200 II III 1311 III 11 II III II III 911 III 311 III 311 III 211 III 1 II 111 311 III 1 II III 111 III 6011 111 611
III 217711 III 1 II III II III 1911 III 24611 III 211 $75.60 III $3,402.00 $I,SM.oo III $11,5&4.00 $14.56111 $2,507.76 $16.20 III $31.492.60 $52.40111 $2.452,40 $70.20 III $17._.60 $23.76111
$4,752.00 $466.00 III $5,316.00 $5S4,00 III $6.534.00 III $1,512,00 III $13,608.00 $432.00 III $1,296,00 $540.00 III $1.520,00 $I,S44,OO III $3._,00 $2.268.00 III $2.265.00 $540.00 111
$1,520.00 $3.024.00 III $3.024.00 $3,240.00 III $3,240.00 520.52111 $1,641.60 $54,00 III $324,00 $0.22111 $478,94 $510.00 III $510.00 III $540.00 III $10,260.00 $70.20·111 $17._.60 $610.00
111 $1,220,00 􀀽􀀽􀁸􀀽􀀽􀀽􀁾􀀽􀁾􀁾􀀽􀀽􀀽􀀽􀀽􀀠Total Sohodule V $149,250,70 SCHEDULE VI BOSQUE PARK IMPROVEMENTS 601 602 603 604 605 606 607 608 II 􀁾􀀮􀁭􀀠deleted per mood. 6 II 11UItem
deleted per addenda 6 II 11II item deleted por addenda '2 II II11-4 metro dookn' fountaIn &-'Mr SOfVC ilEA II II -4 4-3000psi rc sdv..1k subbasQ IISF II 11"4 fum pod. pa..r mtd del II
SF II 11"4 fumlinstl floddlng 8. brio!< pave", II SF IIII Fum Ped Paver Glen Gery II SF II II II II 211 444911 II 342611 342611 O-e111 II III II III II III z. 􀁾􀁉􀁉􀀠III 350011 III
II III 342611 III 342611 III III III $5.900.00 III II, Boo $l'.oao.OO $2.70 In $3.720.00 $1.96111 $1.52111 $5,207.52 $1.57 111 $5,378.82 􀀮􀁾􀀽􀀽􀁣􀀽􀀽􀁾􀁾􀀱􀁴􀀠Total Schedule VI $2;;386:34
SCHEDULE VII 􀁾􀀧􀁚􀀯􀀱􀀢􀁴􀀮􀀮􀀠. '$4ELECTRICAL IMPROVEMENTS 701 702 703 704 705 706 707 70s 709 710 711 116E6 CONC ENCASE DUCKBANK 6" DIA TY DB PVqI LF II 1i4E6 CONC ENCASE DUCKBANK
6" DIA TY DB PVql LF II IITUESTD4WAYMH ilEA II II TUE STD 2 WAY MH ilEA II II REINF 5' X 5' X 6' CONC PAD AROUND MH ilEA II II TUE STo PRECAST DEEP WELL 25KY SWITCH PAl EA II 116" olA
TY DB PVC 90 DEGREE SWEEP 36" II EA II 1I10ES CONC ENcASE DllCKBANK 6" olA TY DB PVII LF II 1I10E6CONC ENcASE DUCKBANK 5" olA TY DB P\ljl LF IIII (BY OTHER THAN OPEN CU]) II II 11"46"
ty db pvo pvo 90 des. sweep 60" ilEA 11 11"42" s<;h 40 pvc <:<>ndu!! IILF II 2600 II 35311 911 1 II 211 311 1311 13511 7Q II II 1211 76011 III 266311 III 36111 III 911 III 1 II III 211
III 211 III 1211 III 12211 III 7011 III II III 1211 III 760 II $70.00 III $187,610,00 $50.00 III $19,050,00 $9.100.00 III $81,900,00 $9,000.00111 $3,000,00 $750.00 III $1.500,00 $1,200.00
III . $2,400.00 $55.00 III $660.00 $160.00 III $16,300.00 $300.00 III $21,000,00 III $55.00 III $660,00 $4,00 III $3.120,00 􀀽􀀽􀀽􀁶􀁾􀀽__􀁣􀁟􀁾􀁾􀁾􀀽􀀽􀀺􀀠Tota!SchedUle VII $345,400,00 SCHEDULE VIII STREETSCAPEIMPROVEMENTS 
/d(RRlGATION SYS EAST SIDE OF aUARUM ilLS II III II $10,260.00 III /II RED OAK TREE 200 GAlCONTAINER GROWN ilEA 11 II III 11 $1,150.20 III A 114' PVC SOH 40 PERFORATED SUBDRAIN SYS IILF
11 " II 111 II $11.00 III 804 II FURNISH I PLANT WEEPING LOVE GRASS II SF II II III II $0.03111 805 11'451 Ught ort... n. puU boxes ilEA II II III II $232.20 III 606 11'4 2' sch 40 pvc
51 ! 􀁯􀁯􀁮􀁤􀁵􀁾􀀠IILF 11 II III II $3.89 III 607 11'4 st light foundallon ilEA II II III II $366.60111 808 1I'4SQ. cap lor light bas<> ilEA II 11 III II $97.20 III 009 11'43' soh 40
􀁰􀁶􀁣􀀡􀁲􀁥􀁯􀁾...􀁮􀁤􀁵􀁾􀀠IILF II 11 111 11 $4.97111 􀁾􀀽􀀽􀀽􀀽􀁟􀀮􀀮􀀮􀀮􀀮􀀮􀀺􀀻􀀭􀁟􀀭􀀽􀀽􀁸􀀠Tet.1 Schedule VIII SCHEDULE IX STREETSCAPE IMPROVEMENTS 913 11*4: 4" cement stabalized
&ubgmde IISY II 67311 III 647.2211 $5AOIII $3,494.99 914 "'4 1/8"x4' rye"",n Id""p edging IILF II 67011 111 $1.46111 􀁮􀀺􀀽􀀽􀁾􀀽􀀢􀀢􀀢􀀢􀀧􀀭􀀡􀀺􀁉􀀼􀁾􀁟􀀽􀀠" Tela! Schedul. IX . 􀀤􀀳􀀬􀁾􀀹􀀴􀀮􀀹􀀹􀀠
E>Ir1i "Concrete Yield L".. Above 6% !ICY II 11 III 112.2711 $56.00 1\1 $6,511.66 ===='g======__􀀽􀀽􀀽􀀽􀀽􀀽􀀽􀀽􀀽􀀽􀀽􀀽􀀽􀀽􀁾􀀽􀀽􀀽􀀽􀀽􀁃􀀽􀀽􀀽􀁾􀀽􀀽􀀭􀀽􀀽􀀽􀀽􀀭􀀽􀁾􀀽􀀽􀀽􀁾􀀽􀁾􀁾􀀽􀀧􀀢􀀢􀀢􀀢􀀧􀀺􀀺�
�􀀧􀀼􀁬􀁴􀁏􀁚􀁉􀀽􀁟􀀭􀀽􀀮􀀺􀀺􀀺􀀺􀀺􀀮􀀠TOTAL WORKOONE""2Z 03.f.o"-$3,11.673.00 Ie APPROVED: 't I .,., :!ii, ra •􀀺􀀺􀁾􀁾􀀠Q RETAINED 2.5%.,,, .. "by $M',sw.tsIDCJ.,O.P 8,"9"t 􀁾􀀠AMOUNT
PAYABLE "iSiS 􀀤􀀳􀀮􀁾􀀮􀀲􀀵􀀠J 􀀧􀁩􀁓􀁐􀁾􀀬􀀠..2t>-e., ,J;o:9.a: PREVIOUS PAYMENTS $3,025,197.12 AMOUNT DUE THIS ESTIMATE $15,569.1 , TOWN OF 􀁾􀁓􀁏􀁎􀁁􀁾/J By,d{l. £. 􀁾􀀠DATE__􀁾􀁾􀁙􀀺􀁌􀁾􀀮􀀮􀀮􀀡
􀀡􀀮􀀧􀁉􀀭􀀧􀀮􀁦􀀧􀀭􀀬􀀬􀀹􀁚􀀭􀀮􀀮___ 
STATE OF TEXAS § § F1.lNDING, ASSIGNMENT AND § CONSTRUCTION SERVICES AGREEMENT COUNTY OF DALLAS § This Assignment and Construction Services Agreement ("Assignment") is made and entered
into this _ day of September, 1997 by and between the Town ofAddison, Texas, (the "City"), and Addison Circle Two, Ltd., a Texas limited pamtership (the ·Parmership").--Recitals: !.
Columbus Realty Trust. a Texas real estate investment trust ("Columbus") is the general partner ofthe PartneJ:Ship and Gaylord Properties, Inc., a Texas corporation ("Gaylord") is the
sole limited partner of the Partnership. 2. The Partnership is the owner of certain real property located in the City, which real property is described in Exhibit 1 attached hereto and
incorporated berein (the said real property being hereinafter referred to as the "Phase n Property"). 3. Columbus also serves as the general partner, and Gaylord as the sole limited
partner, of another Texas limited partnership, Addison Circle One, Ltd., which owns land within the Town Town generally known as the "Phase I Property" and described in Exhibit 2 attached
hereto and incorporated herein. . 4. The Phase 1 Property and the Phase n Property comprise a portion of thet real property development witbin the Town known generally and referred to
herein as "Addison Circle". 5. The development of' Addison Circle is controlled by OrdinaIlce No. 095·032 of the City, which Ordinance zoned Addison 'Circle UC Urban Center District
and approved a Concept Plan (the "Concept Plan") for the development of Addison Circle. 6. As reflected in Ordinance No. 095-032 and the Concept Plan. Gaylord and Columbus have anticipated
that Addison Circle would develop in three phases, Phase I, Phase II, and Phase Ill. and that Phase II would be developed in subphases. 7. To encourage the development ofthe Phase I
Property and the Phase II Property, the City COWlcil by Resolution R95·043 heretofore approved the expenditure of public funds in the amount of $9 million in order to participate in
the costs of certain certain public infrastructure improvements to serve Addison Circle. 8. In order to establish a process for the allocation of those public fWlds and to coordinate
the COnsttllCtion of the Addison Circle public and private improvements. the City. Gaylord and ColumbUS entered into a Master Facilities Agreement dated July 17. 1995. as amended (the
"Master Facilities Agreement", attached hereto as Exhibit 3 and incorporated herein by this reference). •Jd NOSdWOHl QNtJ 5311'10J vv:tt 􀁾􀀶􀀶􀁴􀀭􀁶􀀰􀀭􀁤􀀳􀁓􀀠
(d) In order to secure the obligatioos of the Partnership to make payments under the Construction Contracts, Gaylord and Columbus shall provide to the City, prior to the issuance of
a notice to commence construction under any ofthe Construction Contracts, Gaylord's and Columbus' guarantee of the Partnership's payment obligatiollll hereunder in a form acceptable
to the City. (e) The City's share ofeach invoice. pay request or draw for Work performed under the ColllltrUction Contracts shall be made by the City to the Partnership for forwarding.
together with the Partnership's payment, to the Contractor. The City shall not make a payment under any such invoice or pay estimate unless the Partnership has provided to the City Ii
certification regarding the invoice or pay estimate and the Partnership has reviewed and approved the same. The Partnership's certification shall be by affidavit swotn to by the appropriate
official ofthe Partnership authorized to submit the same, and shaU certify that the estimate of Work completed for the relevant period is true and correct to the best of the Partnership's
Information and beliet: has been measured and verified in accordance with the Construction Contract documents, and that all ColJlitlUction Contract preeonditions to payment have been
mel. Copies of all material testing results shall be furnished with the certification. 2. In the event that claims from the Contractor under the Construction Contract result from the
wrongful failure by the City to make construction payments in accordance with the terms of this Agreement, the Partnership may seek reimbursement in accordance with this paragraph C.
In the event the Partnership intends to seek reimbursement from the City for the expense incurred by the Partnership in resolving any claim caused directly by the City's wrongful failure
to make stroh construction payments, the Partnership shall notify the City in writing of the claim and any proposed settlement or resolution. The City reserves the right upon $UCh notice,
and at the the City's sole election, to make an audit of all books, records, accounts and other dais of the Contractor relating to the claim and overall performance of the Construction
Contracts before approving 􀁰􀁾􀁹􀁭􀁥􀁮􀁴􀀠of sooh claim. D. Insurance; Indenmity. Until sucb time that the Work has been fmally completed and accepted by the City, the Partnership shall:
I. Acquire and maintain commercial general liability insurance in the amount of $3,124,840.00. Such insunmce shall cover any and allllability or claims which might arise out of the Construction
Contracts, whether by the Contractor, a subcontractor. materialman or otherwise. All such insurance shall: (a) be issued by a carrier which is rated "A-I" or better by AM. Best's Key
Rating Guide and licensed to do business in the Stste of Texas, and (b) name the City as an additional insured. Coverage must be on an "occurrence" basis. Certified copies of all of
such policies shall be delivered to the City UpOn the execution of a construction contract; provided, 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 ofsuch policies, along with the endorsement naming the City as an edditional
insured. Each sooh policy shall provide that, at least 30 days prior to the canceUation, nonrenewal Dr modification of the same, the City shall receive written notice of stroh cancellation,
non-renewal or modification; and 2. Indemnify the City, its officers and employees against, and hold the City. its officers and employees hannless from, Ilt the Partnership's cost, any
and all liability, actioos. 
9. In accordance with the Master Facilities Agreement, the City has expended $4.800.000 in the construction of public infrlImucture improvements for the Phase I Property. leaving $4,200,000
of funds to be expended by the City for public infrastructure improvements for the Phase 11 Property, 10. The Partnership is prepared to construct certain private intprovements in the
ftrst subphase of Phase 11 of Addison Circle, which subphase is described in Exhibit 4 attached hereto and incorporated herein (the "the Phase IIA Property"), 11. The City is prepared
to prc=ed with the construction of the public infrastructure improvements within the Phase IJA Property, the costs of which, as provided by the Master Facilities Agreement, may not exceed
the costs projected in that document entitled "Schedule for Public Infiastructure Improvements" (attached as Exhibit 4 to the Master Facilities Agreement) associated with the Phase IIA
Property. 12. The City and the Partnership, Gaylord and Columbus have agreed and hereby agree that the public infrastructure funding for the Phase IIA Property, and all future subphases
of Phase II of Addison Circle, is reflected in that document entitled "Addison Circle Phase II Funding. SIlI1lIllllr)I, August 19, 1997" which is attached hereto as Exhibit 5 and incorporated
herein, which document reflects that the total funding available from the City for public infrastructure improvements within the Phase IIA Property is $1,671,548 (the "City's Phase IIA
Property Funds"), 13. The total costs of the public infrastructure improvements within the' Phase IIA Property (the "Phase IIA Improvements") 'will exceed the City's Phase IIA Property
Funds, and Gaylord and Columbus, as provided by the Master Facilities Agreement, must pay the difference between the City's Phase IIA Property Funds and the ilCtual cost of construction
of the Phase IIA Improvements. . 14. The ratable share of the costs of the Phase IlA Improvements to be borne by the City and by Gaylord and Columbus is reflected in that document entitled
"Addison Circle Phase IIA, Public Infrastrucrure Cost Reconciliation, August 20, 1997" attached hereto as Exhibit 6. 15. In the construetion of the Phase IIA Improvements, it is anticipated
that some of the Improvements will be constructed by third party Contractors, and some will be constructed by the City. 16. With respect 10 that portion of the Phase IIA Improvements
to be constructed by third party contractors, the Master Facilities Agreement provides that the City shall initially enter into Ii contract with It construction contractor for the construction
of the Improvements and thereafter shall assign all ofits rights, powers, duties and obligations under the construction contract to Gaylord and Columbus. 17. The Partnership, Gaylord
and Columbus heretofore expressed to the City their desire 10 initiate the development of the Phase IIA Property and, in aeeordance with law and the Master Facilities Agreement. the
City solicited sealed bids for the construction ofthe Phase I1A Improvements, including water and sewer system improvements, thoroughfare 􀁾􀁾􀁾􀀢􀀺􀀧􀁜􀁾􀀻􀁾􀁉􀁍􀁍􀁡􀁮􀁣􀁦􀁾􀁓􀁭􀁩􀁣􀁥􀁳􀁁􀀬􀁾􀀮􀁾􀀲o
f1 􀀱􀁾􀀯􀁌􀀰􀀧􀁤􀀠0Z0c 􀁾􀁌􀀹􀀠!>lc ':>d NOSdWOHl QN!;I S3lMOJ S!>:11 L661-p0-d3S 
improvements, and streetscape improvements (which improvements are described in those construction contrllCt documents entitled R " dated _.....,..,... .....,..,.-,--=--" 1997 (the "Construction
Contract"), a true and CQUCCt copy of which Is on file with the City Engineer and is incorporated herein by this reference). 18. The bid documents for the Phase IIA Improvements provided
that the City could award a separate bid for the construCtion of the water and sewer improvements. the thoroughfare improvements, and the streetscape improvements. or could award 8.
single bid for all three improvements. 19. The City, following the receipt and opening of the sealed bids and upon recommendation from Huitt-Zollars Engineering. engineers for the Phase
IIA Improvements, awarded separate bids for the water and sewer improvements, the thoroughfare improvements, and the streetscape improvements, and anticipates executing construction
contracts with contractors to construct the water and sewer' improvements (the "Wa.terlSewer Construction Contract"), the thoroughfare improvements (the KThoroughfare Construction Conl.tact"),
and the streetscape improvements (the "Streetscape Construetion Contrsct1 (the three construction contracts being hereinafter referred to together as the "the Phase IIA Property Construction
Contracts").' 20. The City desires to assign to the Partnership all of its rights, powers, duties and obligations in and to the Phase IIA Property Construction Contracts and to recognize
the Partnership as the construction manager for the Phase llA Improvements. NOW, THEREFORE, for and in consideration of the above and foregoing premises. and other good and valuable
consideration, the CITY and the PARTNERSHIP do hereby contraet and agree as follows: Sed:iOD 1. Incorporation ofRedtals. The above and foregoing recitals are true and correct and are
incorporated herein for all purposes, Seetion 2. Phase n Impruvements. The public infrastructure funding for the Phase IIA Propeny, :md all future subphases of Phase nof Addison Addison
Circle, is reflected in and shall be in accordance with that document entitled "Addisen Circle Phase II Funding, Summary, August 19, 1997" which is atta.ehed hereto as Exhibit 5 and
incorporated herein, The total funding available from the City for public infl"ll.Sl:nleture improvements within the Phase IIA Property is $1,671,548, Section 3. As,ignment. The City
does hereby assign and ttansfer all of its rights, powers, duties and obligations under the Construetion Contracts to the Partnership, The Partnership shall hereafter aet and serve as
the owner and construction manager under the Construction Contracts for all purposes. including inspection, material testing, staking, supervision and coordination of all construction
work, Seetio!!. 4. Construetion Management. A, Inspection of Work. The Partnership shall use its best efforts to insure that the Work (as that term is defined in the Construction Contraets)
to be perfonned under the fvtllllinc AUPmSl!!9d t::jons.uudr 􀁾􀁟􀁾-Pqc: J or 1 I'V\r ., 􀁣􀀧􀀧􀀧􀁮􀁾􀀠 !c/Sa'd 0C0C cL9 􀁾􀁴􀁣􀀠'Jd NOSdWOHl 􀁡􀁎􀁾􀀠53lMO) 􀀹􀁾􀀺􀀡􀁴􀀠􀁌􀀶􀀶􀁔􀀭􀁾􀀰􀀭􀁤􀀳􀀵􀀠
Construction 􀁃􀁯􀁮􀁴􀁲􀁡􀁾􀀱􀁳􀀠is compJetad in a timely manner in accordance with the Construction Contract documents, plans and specifications. The Partnership shall thoroughly inspect
the Work of the Contractor to guard the City against defects and 􀁤􀁥􀁦􀁩􀁣􀁩􀁥􀁮􀁾􀁩􀁥􀁳􀀠in the Work without assuming responsibility for the means and methods used by the Contractor.
B. Cgntractor Claims. Except as provided in paragraph C of this Section 3, the Partnership shall fully and completely payor settle, by litigation or otherwise, any claims of a Contractor
arising out of the Construction Contracts without involving the City. C. payment to Contractor: City'S Wrongful Failure to Make Payments. I. The Partnership shan review ell 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 Wotk perfotmed
under the Constr\lJ!tion Contracts shall be made in accordance with the following: (a) The cost of the Construction Contracts, and the respective share of such costs to be paid by the
City and by the Partnership (the Partnership being identified as "Columbus" on Exhibit 6) are shown on Exhibit 6 to this Agreement and identified thereon as "Bid Package 'A''', "Bid
Packllge 'B"" and "Bid Package 'C'" (together. the "Bid Packages"). (b) For each Contractor invoice, pay request or draw which is submitted by a Contractor to the Partnership for payment
under the original Construction Contracts, the City shall pay that portion ofsuch invoice, pay request or draw which is equal to the City's ratable share of the tow cost of the Bid Packllges,
determined as follows: 5883,000 (City's tow obligation for the Bid Packages) 53.724,840 (Total costs for the Bid Packages) = 23.71%, less the lIIllount of retain.age which is to be withheld
from each payment to the Contractor under the Constntction Contracts. The Partnership shell pay the remaining portion of each invoice, pay request or draw. Example: Pay request for 5100,000
Wldcr Bid Package A. Retainage Wlder the Construction Contracts Is 5%. City pays (5100,000 X 23.71%) (5100,000 X S%) = $23,710 -55,000 = $18,710; Contractot pays 5100,000 • $18,710 =
581,290. (c) In the event of a change order to any ofthe Construction Contracts, the payment obligations described in Section 4.C.I.(b} above, shall not apply, and the Partnership shal\
be responsible for and shell pay the fulllllllount of the construction costs for a change order which causes an increase in the cost of the work being performed under any of the Construction
Contracts, and shall bave its payment obligations reduced by the full amount of any change order which causes a decrease in the cost of such work. In the event of a change order which
increases the c:cst of construction work, the retainage held by the Partnership upon payment of such change order (or any part thereof) shall be paid to the City. Sv:11 􀁾􀀶􀁔􀀭􀁶􀀰􀀭􀁤􀀳􀁓')d
NOSdWOHJ. (!Ntj 5311'1Q:) 
causes of action, lawsuits, judgments, claims, damages, costs or fees, including reasonable attorney's fees (including claims for contractual damages, or claims for injury to person
or property Of death of any person) resulting from or based, in whole or in part, any act or omission of the Partnership actin& as the owner andlor construction manager pUl'Sllilllt
to this Agreement. The provisions of this paragraph shall survive the termination of this Agreement. Sedion S. TexlIlI Law to Apply; Venue. The validity ofthis Agreement and ofany of
its 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 Assignment lies in Dallas County,
Texas. Section 6. Enforcement of Judgment Against Parmen. In the event the City. obtains a judgment against the Partnership pUl'Sllilllt to an action brought under this Assignment or
the Construetion Contracts, the City and the Partnership agree, pursuant to Subsection (e) of Article 6132b-6132b-J.05, V.T.C.S., that the City shall not be required to comply with the
limitation on satisfying a judgment set forth in subsection (d) of article 6132b-3.05, and that the City shall be entitled to proceed directly against one or more partners of the Partnersbip
or their property without fust seeking satisfaction from the Partnership. Seedon 7. Entire Agreement. This Assignment represents the entire and integrated agreement between the City
and the Partnership relative to the matters contained herein and supersedes all prior negotiations, representations andlor agreements, either written or oral. This Assignment may be
emended only by written instrument signed by both the City and the Partnenbip. Section 8. Sevel'llbility. If any clause, paragraph, section or portion of this Assignment shall be found
to be illegal, unlawful, unconstitutional or void for any reason, the balance of the Assignment shall remain in full force and effect and the parties sball be deemed to have contracted
as if said clause, seciion, paragraph or portion had not been in the Assignment initially. Section 9. Notices. Where the terms ofthis Agreement require that notice in writing be provided,
such notice shall be deemed delivered three (3) days following the deposit of the 􀁮􀁯􀁴􀁩􀁾􀀠in the United States mail, postage prepaid, and sent by certified mail, return receipt requested
and properly addressed as fQllows: TO TOWN OF ADDISON: TO ADDISON CrRCLE TWO. LTD: P.O. Box 144 15851 Dallas Parkway Addison, Texas 75001 Suite 855 Dallas, Texas 75248 AtIn: City Manager
SectiOIl 10. lueorporatioD of Recitals. The recitals set forth herein are intended, and are hereby deemed, to be a part of this Agreement. Sedion 11. Authority to e"ecute. The undersigned
officers and/or agents of the parties hen;to are the properly authorized officials and have the necemry authority to execute 
tIUs Assignment on behalf ofthe parties hereto, and each party heteby 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. 􀁓􀁾􀁴􀁩􀁯􀁬􀁬􀀠U. Binding effect. This Assignment shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto.
EXECUTED at Dallas County, Texas on the day and yeer first written above. TOWN OF ADDISON, TEXAS ADDISON CIRCLE ONE, LrD. 8y:_-::--=:-"..-.,--..,.-:::-____ By: Columbus Realty Trust,
General Ron Whitehead, City Manager Partner ATTEST: 8y:____________ By:______.".,-_____ Its:______________ Cannen Moran, City Secretary GAYLORD PROPERTIES, INC. 8y:______.______ COLUMBUS
REALTY TRUST . 8y:,___________________ TOTAL P.04 
EXHIBIT! [LEGAL DESCRIPTION OF PHASE m ':ld NOSdWOHl aNti 53lMOJ 
EXHIBIT 2 [LEGAL DESCRIPTION OF PHASE l] '::leI NOSdWOHl aNtl S3lMOJ 6v:tt L66t-vO-d3S 
EXHIBIT 3 [COpy OF MASTER FACILITIES AGREEMENT] •Jd NOScUlHl aNtI S3iMOJ Gv:!! 􀁾􀀶􀀶􀀡􀀭􀁖􀀰􀀭􀁤􀀳􀁓􀀠
EXlUBIT4 , [LEGAL DESCRIPTION OF PHASE IIA PROPERTY] .Jd NOSdWOH1. aNI:! 53lMO) 6v:tt 􀁾􀀶􀀶􀁴􀀭􀁶􀀰􀀭􀁤􀀳􀁓􀀠
EXHIBITS, --' 'Jd NOSdWOHl GNI:l S3lMO:) 6v:!! L£6t-Pe-d3S 
ADDISON CIRCLE PHASE II FUNDING SUMMARY SEPTEMBER 4,1997 PROJECT MASTERFACIUTIES LeNGTH PHASElfA LENGtH FUTuRE PHASES LENGTH AGREEMENT Quorum Drive $ 520,000 2015 linear fe&t $ 188,000
$ 332,000 (112 of atreel) Addison Circle (Mildred) East of Quorum $ 318,000 419 Ilttoarfem $ 318,000 419Unearfeet 0 o IInearreet Spectrum $ 364,000 1215 linear feet $ 200,000 700Hnearfeel
$ 164,000 575 linear feet Addison Circle Open Space (East Mildred) $ 610,000 􀀱􀀮􀀱􀀳􀁾􀀠$ 610,000 1.13eaes 0 o$a'$$ Quorum North Park $ 295,000 .69<1Cfe1J o Oaaes $ 295,000 .tiS scres
MewsPark $ 675,000 1.43ttcre$ 0.0 aa'es $ 675,000 1.43 acres R·2 $ 270,000 525 linear raet o 0 linear feet $ 270,000 5251lneat feet R-3 $ 205,000 400 linear faet o 0 linear feet $ 205,000
400 Onear reet R-4 $ 322,000 630 linear teat $ 268,000 5251!nearfeet $ 64,000 105lltteatfeet R-5 $ 166,000 32.5Unee.rfeet o Ollnearfeel $ 166,000 325 linear reel M-2 $ 624,000 1275 Jinesr
feet S 303,000 620 linear feel $ 321,000 655 linear feet Addison Circle (Mildred) East of Spectrum $ 131,000 590 Unearfeet $ 131,000 590 linear feel Q o linear feel TOTAL $ 4,500,000
$ 2,018,000 $ 2.482.000 Phase IIA 􀁕􀁬􀁩􀁬􀁩􀁾􀁥􀁳􀀠Constructed during Phasel $ (83,640) Phase IIA Funds Transferred 10 Phase A211 (Subject to Council Approval) Quorum Rotary Park (Water
Line) TOTAL FUNDS AVAILABLE FOR PHASE IIA $ $ S (300,000) 37,388 1,671.648 
EXHIBIT 6 ':ld NOSdWCli.L ONl;f S3'1MO:l 0S:11 􀁌􀀶􀀶􀀱􀀭􀁾􀀰􀀭􀁤􀀳􀁓􀀠
ADDISON CIRCLE PHASE IIA PUBLIC INFRASTRUCTURE BID RECONCILIATION SEPTEMBER4,1997 BID PACKAGE "A" Jim Bowman Bid $1,062,359 BID PACKAGE "S" Jim Bowman Bid $1,578,971 BID PACKAGE "C"
North Texas Contracting Bid $1,083,540 TOTAL PUBLIC INFRASTRUCTURE $ 3,724,840 SID RECONCILJATION TOWN OF ADDISON COLUMBUS TOTAL Phase IIA Improvements Quorum Rotary Park Waterline Addison
Circle Median Park $ 826,990 $ 37,388 $ 18,862 $ 2,841,600 o o $ 3,668,590 $ 37,388 $ 18,862 TOTALS $ 883,240 $ 2,841,600 $ 3,724,840 * Funding from Addison Circle Median Park· Phase
I 
ADDISON CIRCLE PHASE IIA PUBLIC INFRASTRUCTURE COST RECONCILIATION SEPTEMBER 4, 1997 DESCRIPTION TOWN OF ADDISON COLUMBUS TOTAL Bid Package "A" $ 245,000 $ 817,359 $ 1,062,359 Bid Package
"B" $ 365,000 $ 1,213,971 $ 1,678,971 Bid Package "C" $ 273,240 $ 810,270 $1,083,610 Addison Circle Median Park (Remaining Allowance) $ 588,308 0 $ 588,308 Design Engineering $ 398,000
$ 398,000 Construction Inspection Allowance $ 75,000 a $ 75,000 Geotechnical Allowance $ 26,000 a $ 25,000 Spectrum Street Lighting Allowance $ 50,000 a $ 50,000 Addison Circle street
Lighting Allowance $ 50,000 0 $ 50,000 TOTAL $ 1,671,548 $ 3,239,600 $ 4,911,148 NOTE Total Columbus portion of II is $2,841 ,600 assuming a $300,000 transfer from Phase II A to Phase
I is approved. 
STATE OF TEXAS § § COUNTY OF DALLAS § AMENDMENT TO MASl This Amendment to Master Facilities Agreement (the "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 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 3 of 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 and foregoing
premises, and other good and valuable consideration, the CITY, GAYLORD and COLUMBUS do hereby contract and agree as follows: Section 1. 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. 􀁁􀁾􀀭Allocation by Phase and Payment. Funds for the design and. 􀁣􀁯􀁮􀁾􀁊􀁊􀁕􀁣􀁴􀁩􀁯􀁮􀀠of the Public Infrastructure Improvements shall be allocated in the maXmlUm 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 maximum allocation per Phase except as provided
herein. B. Allocation by Subphase. Ifany 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 -1DOC I, 526381 
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. 'Participationin -C'Ostsby·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 a ward 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, except as otherwise agreed to by by the City and Gaylord and Columbus. D. Addison Circle 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 (1/2) 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. Not 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 -2
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 shall 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 UJe City, as required in Section 5
of this Agreement. n Section 2. No OtherAmendments. 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. Authoritv 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. loR TOwr:l OF ADDISON, TEXAS GAYLORD PROPERTIES;fN€.
::J=<e= \Jj'WwDRon Whitehead, City Manager ATTEST: COLUMBUS REALTY TRUST 􀁂􀁹􀀺􀁾􀁾􀁾􀁉􀁊􀁢􀂣􀁾􀁾􀁾􀁾􀀭􀀢􀀢􀀬􀀭Carmen Moran, City Secretary -3DOC II: 52638 i 
ACKNOWLEDGl'vlENTS STATE OF TEXAS § § 􀂷􀀺􀀺􀁃􀁏􀁕􀁎􀁔􀁙􀁾􀁏􀁆:DALl.;AS§ This instrument was acknowledged before me on QCJD£?,Ef,. 2B . 1997 by Ron Whitehead, City Manager of the Town
of Addison, Texas, a Texas municipal corporation, on behalf of the said municipal corporation. . e• • 'I' 􀁾􀀠tOt MICHELE L. COVINO Notary Public· STATE OF TEXAS My Commission Expires09-22-2001
NOTAR PUBUC, State of Texas STATE OF 'rnXAS § O):.L!lA'OP/II § COUNTY OF DM:tAS § t)XLI14C1lI1I This instrument was acknowledged before me on ;1kYGI1?6'Zt< 13 , 1997 l...P 􀁜􀀮􀁟􀀮􀁾􀀮􀁩􀀠P-t,......"
',.. 􀀫􀀮􀀭􀀮􀁲􀁾􀀮pProperties, 􀁾􀀬a Texas e()l'flere!ien, on behalf of the said 􀁾􀁥􀁲􀁡􀁴􀁬􀁯􀁮􀀮􀀠STATE OF TEXAS § . COUNTY-'6F DALLAS § § f) This instrument was acknowledged before
me on 􀁾i l:k? ,1997 by 6JtiA1t lJa,-( , Vrci -/hs;dru[ofcolumbuSRealty Trust, a Texas real estate investment trust, on behalf of the said real estate investment trust. .􀁩􀁪􀀱􀁾􀀧􀁾􀁾LORRIE
J. BUERKLE!,;!!􀁾*NOTARY PUBLIC . 􀀧􀀬􀁾...7!fS{" 􀁾􀀠State of Texas Texas ; 􀁜􀀺􀀡􀁴􀀮􀁾􀁴􀁾􀁾􀀠Carom. expo 01..26--2000 ;o,....􀁾􀀮􀀮􀀮􀀬􀀭􀀮􀀮􀀮􀀮􀀮􀀢..""v,-4DOC #: 526381 
EXHIBIT 4 ADDISON URBAN CENTER COST PROJECTIONS OF INFRASTRUCTURE IMPROVEMENTS 
ADDISON URBAN CENTER COST PROJECTIONS OF nNFRASTRUCTUREIMPROVEMENTS 0612V95 PHASE I ITEM DASECOST EXCESS COST TOTAL COST Quorum Drive (1650 L.F.) $464,000 $464,000 $928,000 Mildred West
of Quorum (3611 L.F.) $140,000 $140,000 $280,000 Quorum Rotary Open Space (0.58 Ac) 5468,000 $468,000 5936,000 Bosque Park (0.96 Ac) 50 5535,000 $535,000 Street R -3 (425 l.F.) 50 5445,000
$445,000 Street R -4 (575 L-:f.) $0 5596,000 5596,000 Street M -1 (680 L.F.) $0 $780,000 $780,000 TOTALS 51,072,000 53,428,000 54,500,000 EXHIBIT 4 TO 'l'HE 􀁾􀁬􀁬􀁜􀁓􀁔􀁅􀁒􀀠FACILITIES
AGREEHENT 
PHASE II ITEM BASE COST EXCESS COST TOTAL COST Quorum Drive (2075 L.F.) $260,000 $260,000 $520,000 (112 ofstreet) Mildred East of Quorum (419 L.F.) $159,000 $159,000 $318,000 (West of
Spectrum) Spectrum (I 275L.F.) $182,000 S182,OOO $364,000 East Mildred Open Space (1.l3 Ac) $305,000 $305,000 $610,000 Quorum North Park (0.69 Ac) SO $295,000 $295,000 Mews Park (1.43
Ac) SO $675,000 $675,000 R -2 (525 L.F.) SO $270,000 $270,000 R -3 (400 L.F.) SO $205,000 S205,OOO II. -4 (630 L.L) SO S322,000 $322,000 R -5 (325 L.r.) -SO $166,000 $166,000 M -2 (1275
L.q",-< SO $624,000 $624,000 Mildred east of Spectrum (590 L.F.) SO $131,000 $131,000 TOTALS 5906,000 53,594,000 54,500,000 Note: Thc abovc cost projections include costs for private
utilities, engineering, special plan review, independent inspection and construction C03ts associated with Phases I and II of the Urban Center. 06122/95 
EXHIBITS SCHEDULE FOR PARKS AND OPEN SPACE IMPROVEMENTS 􀁾􀀺􀀠
SCHEDUI.E FOR PARKS AND OPEN SPACE IMPROVEM12NTS ADDJSO'N UHBAN DISmlCr . '.lUNE21,1995 1.) Quorum Rotary (0.58 Ac) 2.) Bosque Patk (0.96 Ac) sunTOTAL PHASE T 3.) Quorum North Park (O.69Ac)
4.) EllS! Mildred Open l:ipacc (l.I J Ac) 5.) Mews Park (1.43 Ac) SUBTOTAL PHASE If TOTAL MfNUMUM ALLOWANCE 870,000 500,000 1,370,000 290,000 580,000 650,000 1,520,000 2,890,000 MAXIMUM
ALLOWANCE 1,000,000 570,000_ 300,000 640,000 700,000 1,640,000 3,210,000 Estimates include 1\11 costs associated with bid document preparation, construction, 􀁩􀁮􀁳􀁰􀁾􀁣􀁴􀁩􀁯􀁮􀀬􀀠uti
lily service, etc. necessary to compl\:tt! 􀁴􀁨􀁾􀀠parks. EXHIBB.' 5 TO THE MASTER FACILITIES AGREEHENT 
STATE OF TEXAS § § FUNDING, ASSIGNMENT M'D § CONSTRUCTION SERVICES AGREEMENT COUNTY OF DALLAS § This Assignment and Construction Services Agreement ("Assignment") is made and entered
into this :,;? day of September, 1997 by and between the Town of Addison, Texas, (the 􀀢􀁃􀁩􀁴􀁹􀀧􀀿􀁾􀁤􀁤􀁩􀁓􀁏􀁮􀀠Circle T,wo, Ltd., a.Texas limited partnership (the "Partnership"),
Gaylord .;p 􀁜􀁾􀀢􀀡􀁾􀁾􀁾􀁦Properties ., a Texas 􀁾􀁮( uaylord "), and Columbus Realty Trust, a Texas real estate investment trnst ("Columbus"). Recitals: .1. Columbus is the general
partner of the Partnership and Gaylord is the sole limited partner of the Partnership. 2. The Partnership is the owner of certain real property located in the City, which real property
is described in Exhibit I attached hereto and incorporated herein (the said real property being hereinafter referred to as the "Phase II Property"). 3. Columbus also serves as the general
partner, and Gaylord as the sole limited partner, of another Texas limited partnership, Addison Circle One, Ltd., which owns land v.ithin the Town generally known as the "Phase I Property"
and described in Exhibit 2 attached hereto and incorporated herein. 4. The Phase I Property and the Phase II Property comprise a portion of that real property development within the
TO\'vTI known generally and referred to herein as "Addison Circle". 5. The development of Addison Circle is controlled by Ordinance No. 095-032 of the City, which Ordinance zoned Addison
Circle UC Urban Center District and approved a Concept Plan (the "Concept Plan") for the development of Addison Circle. 6. ",," As reflected in Ordinance No. 095-032 and the Concept
Plan, Gaylord and Columbus -have anticipated that Addison Circle would develop in three phases, Phase I, Phase II, and Phase III, and that Phase II would be developed in subphases. 7.
To encourage the development of the Phase I Property and the Phase II Property, the City Council by Resolution R95-043 heretofore approved the expenditure of public funds in the amount
of $9 million in order to participate in the costs of certain public infrastructure improvements to serve Addison Circle. 8. In order to establish a process for the allocation of those
public funds and to coordinate the construction of the Addison Circle public and private improvements, the City, Gaylord and Columbus entered into a Master Facilities Agreement dated
July 17, 1995, as 􀁆􀁵􀁮􀁤􀁩􀁮􀁧􀁌􀁾􀁾􀁟􀀱􀀧􀁩􀁭􀁭􀁥􀁮􀁴􀀠and Construction Services Agreement 􀁾􀀠Page 1 of 8 DOC N, 526536 
amended (the "Master Facilities Agreement", attached hereto as Exhibit 3 and incorporated herein by this reference). 9. In accordance with the Master Facilities Agreement, the City has
expended <$4,800,000 in the 'construction of'public'infrastructure -improvements for-the Phase I Property, leaving $4,200,000 of funds to be expended by the City for public infrastructure
improvements for the Phase II Property. 10. The Partnership is prepared to construct certain private improvements in the first subphase of Phase II of Addison Circle, which subphase
is described in Exhibit 4 attached hereto and incorporated herein (the "the Phase IIA Property"). 11. The City is prepared to proceed with the construction of the public infrastructure
improvements within the Phase IIA Property, the costs of which, as provided by the Master Facilities Agreement, may not exceed the costs projected in that document entitled "Schedule
for Public Infrastructure Improvements" (attached as Exhibit 4 to the Master Facilities Agreement) associated with the Phase IIA Property. 12. The City and the Partnership, Gaylord and
Columbus have agreed and hereby agree that the public infrastructure funding for the Phase IIA Property, and all future subphases of Phase II of Addison Circle, is reflected in that
document entitled "Addison Circle Phase II Funding, Summary, August 19, 1997" which is attached hereto as Exhibit 5 and incorporated herein, which document reflects that the total funding
available from the City for public infrastructure improvements within the Phase IIA Property is $1,671,548 (the "City's Phase IIA Property Funds"). 13. The total costs of the public
infrastructure improvements within the Phase IIA Property (the "Phase IIA Improvements") will exceed the City's Phase IIA Property Funds, and Gaylord and Columbus, as provided by the
Master Facilities Agreement, must pay the difference between the City's Phase IIA Property Funds and the actual cost of construction of the Phase IIA Improvements. 14. The ratable share
of the costs of the Phase IIA Improvements to be borne by the City and fiy Gaylord and Columbus is reflected in that document entitled "Addison Circle Phase IIA, }>ublic Infrastructure
Cost Reconciliation, August 20, 1997" attached hereto as Exhibit 6 .•􀁾􀀢􀀮􀀠15. In the construction of the Phase IIA Improvements, it is anticipated that some of the Improvements will
be constructed by third party contractors, and some will be constructed by the City. 16. With respect to that portion of the Phase IIA Improvements to be constructed by third party contractors,
the Master Facilities Agreement provides that the City shall initially enter into a contract with a construction contractor for the construction of the Improvements and thereafter shall
assign all of its rights, powers, duties and obligations under the construction contract to Gaylord and Columbus. Fundingl Assignment and Con.ruuC!:ion Services Agreement w Page 2 of
8 DOC N: 520536 
17. The Partnership, Gaylord and Columbus heretofore expressed to the City their desire to initiate the development of the Phase IIA Property and, in aeeordanee with law and the Master
Facilities Agreement, the City solicited sealed bids for the construction of the Phase IIA Improvements, including water and sewer system improvements, thoroughfare --improvements,'
'and -slreetscape 'improvements (which improvements --are -described in those construction contract documents entitled "Town of Addison Construction Specifications and Contract Documents
Addison Circle Phase II Infrastructure" dated July 14, 1997 (the "Construction Contract"), a true and correct copy of which is on file with the City Engineer and is incorporated herein
by this reference). 18. The bid documents for the Phase rIA Improvements provided that the City could award a separate bid for the construction of the water and sewer improvements, the
thoroughfare improvements, and the streetscape improvements, or could award a single bid for all three improvements. 19. The City, following the receipt and opening of the sealed bids
and upon recommendation from Huitt-Zollars Engineering, engineers for the Phase IIA Improvements, awarded separate bids for the water and sewer improvements, the thoroughfare improvements,
and the streetscape improvements, and anticipates executing construction contracts with contractors (the "Contractors") to construct the water and sewer improvements (the "Water/Sewer
Construction Contract"), the thoroughfare improvements (the "Thoroughfare Construction Contract"), and the streetscape improvements (the "Streetscape Construction Contract") (the three
construction contracts being hereinafter referred to together as the "the Phase rIA Property Construction Contracts"). 20. The City desires to assign to the Partnership all of its rights,
powers, duties and obligations in and to the Phase IIA Property Construction Contracts and to recognize the Partnership as the construction manager for the Phase IIA Improvements, NOW,
THEREFORE, for and in consideration of the above and foregoing premises, and other good and valuable consideration, the CITY and the PARTNERSHIP do hereby contract and agree as follows:
Section 1. Incorporation of Recitals. The above and foregoing recitals are true and correct and are incorporated herein for all purposes. 􀁾􀁾Section 2. Phase II Improvements. The public
infrastructure funding for the Phase IrA Property, and all future subphases of Phase II of Addison Circle, is reflected in and shall be in accordance with that document entitled "Addison
Circle Phase II Funding, Summary, September 4, 1997" which is attached hereto as Exhibit 5 and incorporated herein. The total funding available from the City for public infrastructure
improvements within the Phase IIA Property, as reflected in Exhibit 5, is $1,671,548. Section 3. Assignment. The City does hereby assign and transfer all of its rights, powers, duties
and obligations under the Construction Contracts to the Partnership. The Partnership shall hereafter act and serve as the owner and construction manager under the Funding. Assignment
and Comlruclion Services Agreement -Poge 3 of 8 DOC #: 526536 
Construction Contracts for all putposes, including inspection, material testing, staking, supervision and coordination of all construction work. Section 4. Construction Management. A.
Inspection of Work. The Partnership shall use its best efforts to insure that the Work (as that term is defined in the Construction Contracts) to be performed under the Construction
Contracts is completed in a timely manner in accordance with the Construction Contract documents, plans and specifications. The Partnership shall thoroughly inspect the Work of each
contractor (together, the "Contractors") under each of the Construction Contracts to guard the City against defects and deficiencies in the Work without assuming responsibility for the
means and methods used by the Contractors. B. Contractor Claims. Except as provided in paragraph C of this Section 4, the Partnership shall fully and completely payor settle, by litigation
or otherwise, any claims of a Contractor arising out of the Construction Contracts without involving involving the City. C. Payment to Contractor; Citv's Wrongful Failure to Make Payments.
1. The Partnership 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 Contracts shall be made in accordance with the following: (a) The cost of the Construction Contracts, and the respective
share of such costs to be paid by the City and by the Partnership (the Partnership being identified as "Columbus" on Exhibit 6) are shown on Exhibit 6 to this Agreement and identified
thereon as "Bid Package 'A"', "Bid Package 'B''', and "Bid Package 'C'" (together, the "Bid Packages"). (b) For each Contractor invoice, pay request or draw which is submitted by a Contractor
to the Partnership for payment under the original Construction Contracts, the City shall pay that portion of such invoice, pay request or draw which is equal to the City's ratable share
of the total cost of the Bid Packages, determined as follows: $883,000 (City's total obligation for the Bid Packages) + $3,724,840 (Total costs for the Bid Packages) 23.71%, less the
amount of retainage which is to be withheld from each payment to the Contractor under the Construction Contracts. The Partnership shall pay the remaining portion of each invoice, pay
request or draw. Example: Pay request for $100,000 under Bid Package A. Retainage under the Construction Contracts is 5%. City pays ($100,000 X 23.71%) ($100,000 X 5%) = $23,710 -$5,000
= $18,710; Partnership pays $100,000 -$18,710 = $81,290. Funding. 􀁁􀁾􀁳􀁬􀁧􀁮􀁭􀁥􀁮􀁴􀀠and Construction Services Agrecmtflt -Page 4 or 8 DOC #: 516536 
(c) In the event ofa change order to any of the Construction Contracts, the payment obligations described in Section 4.C.1.(b) above, shall not apply, and the Partnership shall be responsible
for and shall pay the full amount of the construction costs for a change order which causes an increase in the cost of the work being performed under any of the Construction . 'Contracts;
and 'shall"haveits payment obligations reduced by the full' amount of any change order which causes a decrease in the cost of such work. In the event of a change order which increases
the cost of construction work in any of the Construction Contracts, the Partnership, upon payment of an invoice, pay request or draw in connection with that change order, shall withhold
from payment to the Contractor the retainage required to be withheld under the Construction Contract and shall promptly transfer such retainage to the City, (d) In order to secure the
obligations of the Partnership to make payments under the Construction Contracts, Gaylord and Columbus shall provide to the City, prior to the issuance of a notice to commence construction
under any of the Construction Contracts, Gaylord's and Columbus' guarantee of the Partnership's payment obligations hereunder in a form acceptable to the City. (e) The City's share of
each invoice, pay request or draw for Work performed under the Construction Contracts shall be made by the City to the Partnership for forwarding, together with the Partnership's payment,
to the Contractor. The City shall not make a payment under any such invoice or pay estimate unless the Partnership has provided to the City a certification regarding the invoice or pay
estimate and the Partnership has reviewed and approved the same. The Partnership's certification shall be by affidavit sworn to by the appropriate offIcial of the Partnership 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 the Partnership's 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 material testing
results shall be furnished with the certification. 2. In the event that claims from the Contractor under the Construction Contract result from the wrongful failure by the City to make
construction payments in accordance. with the terms of this Agreement, the Partnership may seek reimbursement in accordance with this paragraph C. In the event the Partnership intends
to seek reimbursement from the City for the expense incurred by the Partnership in resolving any claim caused directly by the City's wrongful failure to make such construction payments,
the Partnership shall notify the City in ."writing of-lhe 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 an books, records, accounts and other data of the Contractor relating to the claim and overall performance of the Construction Contracts before approving payment
of such claim. D. Insurance: Indemnitv. Until such time that the Work has been finally completed and accepted by the City, the Partnership shall: 1. Acquire and maintain commercial general
liability insurance in the amount of $3,724,840.00. Such insurance shall cover any and all liability or claims which might arise out of the Construction Contracts, whether by the Contractor,
a subcontractor, materialman or otherwise. All such insurance shall: (a) be issued by a carrier which is rated "A-J" or better 
by A.M. Best's Key Rating Guide and licensed to do business in the State of Texas, and (b) name the City as an additional insured. Coverage must be on an "occurrence" basis. Certified
copies ofall of 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'oeliveryof t:ertificates of insurance 10gether 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, nonrenewal or modification of the same, the City shall receive written notice of such cancellation,
non-renewal or modification; and 2. Indemnify the City, its officers and employees against, and hold the City, its officers and employees harmless from, at the Partnership's cost, any
and all liability, actions, causes of action, lawsuits, judgments, claims, damages, damages, 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, in whole or in part, any act or omission of the Partnership acting as the owner andlor construction
manager pursuant to this Agreement. The provisions of this paragraph shall survive the termination of this Agreement. Section 5. Texas Law to Apply; Venue. The validity of this Agreement
and of any of its 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 Assignment lies in
Dallas County, Texas. Section 6. Enforcement of Judgment Against Partners. In the event the City obtains a judgment against the Partnership pursuant to an action brought under this Assignment
or the Construction Contracts, the City and the Partnership agree, pursuant to Subsection (e) of Article 6132b-3.05, V.T.C.S., that the City shall not be required to comply with the
limitation on satisfying a judgment set forth in subsection (d) of article 6132b-3.05, and that the City shall be entitled to proceed directly against one or more partners of the Partnership
or their property without first seeking satisfaction from the Partnership. Section 7. Entire Agreement. This Assignment represents the entire and integrated agreement. between the City
and the Partnership relative to the matters contained herein and supersedes all prior negotiations, representations andlor agreements, either written or oral. This Assignmen1."may be
amended only by written instrument signed by both the City and the Partnership. Section 8. Severability. If any clause, paragraph, section or portion of this Assignment shall be found
to be illegal, unlawful, unconstitutional or void for any reason, the balance of the Assignment shall remaln 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 Assignment initially. Section 9. Notices. Where the terms ofthis 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: Funding. Assignment and CoO$l(uctioll Seryices Agreement -Page 6 of 8 DOC #; 526536 
TO TOWN OF ADDISON: TO GAYLORD PROPERTIES. INC.: P.O. Box 144 1011 N. Central Expressway Addison, Texas 75001 Dallas, Texas 75231 Attn: "City Manager . ·Attn: 􀁾􀀭􀁇􀁬􀁥􀁮􀁮􀀠Stinchcomb
TO ADDISON CIRCLE TWO, LTD: TO COLUMBUS REALTY TRUST: 15851 Dallas Parkway 15851 Dallas Parkway Suite 855 Suite 855 Dallas, Texas 75248 D alias, Texas 75248 Attn: Bryant Nail Section
10. Incorporation of Recitals. The recitals set forth herein are intended, and are hereby deemed, to be a part of this Agreement. Section 11. 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 Assignment 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. Section 12. Binding effect.
This Assignment shaH be binding upon and inure to the benefit of the successors and assigns of the parties hereto. Funding .. Assignment and Construeuon Services Agreemenl-Page 7 of
g DOC #: 5265J6 
EXECUTED at Dallas County, Texas on the day and year first written above . . TOWN OF ADDISON, TEXAS Ron Whitehead, City Manager ATTEST: 􀁂􀁹􀀺􀁟􀁾􀀼􀁜􀀭􀁊􀀭􀀮􀁬􀀺􀀺􀀺􀁾􀁾􀀽􀀭􀀽􀁬􀀧􀀭􀀭􀁟
C ... ADDISON CIRCLE ONE, LTD . By: Columbus Realty Trust, General Partner By:__.. __________ Its:____________ LP GAYLORD PROPERTIES,-INe: BY:---I0,---2-,--!2_t!-_ Its:---,V_,􀀧􀁟􀀱􀀭􀀼􀀭􀀭􀀭􀀭􀀧􀀭􀁾
􀀮􀀺􀁟􀀽􀀻􀀻􀀮􀁣􀀮􀁳􀀽􀁉􀁤􀁴􀁲􀀮􀀮􀀮􀀽􀁌􀀮􀀮􀁦____ COLUMBUS REALTY TRUST Funding. Assignment and Construction Services Agreement 􀁾􀀠Page 8 of 8 DOC I: 526536 
.. ::' ...... EXHIBIT 1 !:LEGAL DESCRIPTION OF PHASE m " . "-':Jd NOSdWOHl ON!;j 531M0) 
EXHIBIT 2 [LEGAL DESCRIPTION OF PHASE JJ •Jd NOSdWOHl aNt! 53lMOJ 
" . . 􀀮􀀬􀁾􀀠.r ," "," 􀀮􀁾􀀮􀀬􀀠..... "... .. '> : 􀁾􀀢􀀧􀀠EXHIBIT 3 [COpy OF MASTER FACILITIES AGREEMENT) ')d NOSdWOHl aN\; S3lMD:l 6v:tt L66t-r0-d35 
EXHlBIT4 , [LEGAL DESCRIPTION OF PHASE ITA PROPERTY] •3d NOSdWOHl aNti 53lMOJ 
EXHIBIT 5• --' ':ld NOSdWOHl GNtl 53lMO:l 6p:tt L66t-v0-d3S 
".; ADDISON CIRCLE PHASE II FUNDING SUMMARY SEPTEMBER 4, 1997 PROJECT MASTER fAClunES LENGTH PHASE IIA LENGTH FUTURE: PHASES LENGTH AGRE:EMENT .., Quorum Drive $ 520,000 2015 linear
teet $ 188,000 $ 332,000 (112 or.street) Addison Circle (Mildred) East of Quorum $ 3Ul,OOO 419 linear feel $ 318,000 419 "near feet a Ollnear reel Spectrum $ 364,000 1275J!nearfeet $
200,000 700 linear feet $ 164,000 575 linear feet Addison Circle Open Space (East Mildred) $ 610,000 1.13 sae, $ 610,000 1,13aa-es a oacres Quorum North Park $ 295,000 ,69acrns o0 &eres
$ 295,000 .69aaes Mew. Park $ 675,000 1.43 aetes O.Oacres $ 675,000 1.43 acres R-2 $ 270,000 525 [near feet oQ linear teet $ 270,000 525 linear leel R-3 $ 205,000 4«t JIoeer (IMit oOIlMatteet
$ 205,000 400IIneerfeet R-4 $ .322,000 630 Ifneat feet $ 268,000 525l1nearfef:t $ 54,000 105 linear feet R-5 $ 166,000 325l1naar (ee! oOilnearftl.et $ 166,000 􀁾􀀵!lneat feet M-2 $ 624,000
1275 linear feet $ 303,000 620 􀀡􀁬􀁮􀁥􀁡􀁲􀁴􀁾􀁴􀀠$ 321,000 655 JTnear reet Addison Circle (Mildred) East of Speelrum $ 131,000 m finear feet $ 131,000 590 llMar ref:t 0 o !!near reet
TOTAL $ 4j 500,000 $ 2,018,000 $ 2,482,000 Ph..e IIA Utilities Conslrveled during Phasel $ (83,640) Phase IIA Funds Transferred to Phase A211 (Subject to Council Approval) Quorum Rotary
Park (Water Line) TOTAL FUNDS AVAILABLE FOR PHASE IIA $ $ $ (300,000) 37,388 1,671,548 
EXHIBIT 6 1 •Jd NOSdWOHl aNtI S3"l'lO:) 0S:tl L66t-v0-d3S 
ADDISON CIRCLE PHASE IIA PUBLIC INFRASTRUCTURE BID RECONCILIATION SEPTEMBER 4, 1997BID PACKAGE "AU Jim Bowman Bid BID PACKAGE "B" Jim Bowman Bid BID PACKAGE "c" North Texas Contracting Bid TOTAL PUBLIC INFRASTRUCTURE BID RECONCILIATION Phase IIA Improvements Quorum
Rotary Park Waterline Addison Circle Median Park $1,062,359 $1,578,971 $1,083,540 $ 3,724,840 TOWN OF ADDISON $ 826,990 $ 37,388 $ 18,862 􀀮􀁾􀀮􀀺􀀮􀀠COLUMBUS $ 2,841,600 0 0 TOTAL $3,668,590
$ 37,388 $ 18,862 TOTALS $ 883,240 $ 2,841,600 $ 3,724,840 * Funding from Addison Circle Median Park -Phase I 
•... ADDISON CIRCLE PHASE IIA PUBLIC INFRASTRUCTURE COST RECONCILIATION SEPTEMBER 4, 1997 DESCRIPTION TOWN OF ADDISON COLUMBUS TOTAL Bid Package "A" $ 245,000 $ 817,359 $ 1,062,359 Bid
Package "B" $ 365,000 $1,213,971 $ 1,578,971 Bid Package "C" S. 273,240 $ 810.270 $1,083,510 Addison Circle Median Park (Remaining Allowance) S 588.308 0 $ 588.308 Design Engineering
S 39a.OOO $ 398.000 Construction Inspection Allowance $ 75.000 a $ 75.000 Geotechnical Allowance $ 25.000 0 $ 25.000 Spectrum Street Lighting Allowance $ 50,000 a $ 50,000 Addison Circle
Street Lighting Allowance $ 50,000 a $ 50,000 TOTAL '" $ 1.671.548 $ 3,239.600 $ 4,911,148 NOTE: Total Columbus portion of II is $i,B41 ,600 assuming a $300,000 transfer from Phase II
A to Phase I is approved. ) 
STATE OF TEXAS § § MASTER FACILITIES AGREEMENT COUNTY OF DALLAS § THIS Master Facilities Agreement (hereinafter" Agreement") is entered into this ...11.th 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 (nuc") 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-1") 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. 􀀰􀀹􀀵􀀭􀁾􀀻􀀠and l\4aster Fadlil:!et: Agrl':ettu:nt 4
P38C 1 of IS 
WHEREAS, Ord. No. 095-019 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 facilities and services; and WHEREAS, the City Council by Resolution R95-.o..u. 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 ofpublic 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 WHEREAS, the City Council has adopted Resolution
NO.R95062 on July 17. 1995 _, 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. Defmitions. As used in this Master Facilities Agreement, the following terms shall have the meanings indicated below: Master Facilities Agreement -Page 2 of IS 
"Arriliate" 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 July 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 I and incorporated herein for all purposes. "Development
Plan" means a fmal development plan approved for a phase or subphase of the project in accordance with UC District Regulations. "Phase I" and "Phase IT" mean the plans for development
of those portions of the Property identified as Phase I and Phase n, respectively, in the Concept Plan. "Professional Services Procurement Procedure" means the City'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 CenterDistrict 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
development is adequately supported by appropriate levels of public facilities and services. Section 3. Property. The Property subject to this Agreement is that real property described
in Exhibit 3, which is attached hereto and made a part of this Agreement as iffully set forth herein, to wit, all the land lying within the Residential Subdistrict of the UC District,
as described in Ord. No095 -032 and as depicted on the Concept Plan attached thereto. Section 4. Rights and Obligations of Parties. A. Benefits 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. 
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, flrm 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, beneflts, 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 deflnes 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. Procurement, 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 provisions: MMterJ?a.cllities Agreement 􀁾􀀠P* 4 ¢f 1.,... ,.. .... ..;, ...-,.,...-.. 
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 ofservices on the basis ofdemonstrated 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 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 other
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, (ii) the final Development Plan for the applicable
phase or subphase of the Property has been flnally 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 invoice or statement and provided that the other conditions set forth in this Subsection 6.A.5 have 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 Maste'r FaciUtiC'J Agreement -Page S Qf IS "'...,..., "'...􀁾􀀬􀀮􀀮􀀢􀀠... ., 
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 methods used by the contractor. (h) 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 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-1" or better by A.M. Best's Key Rating Guide and licensed to do business in the State of Texas, and (h) name the City as
an additional insured. Certified copies of all of 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 -Page 6 of 15 
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 ofthe 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)(ii) 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 Gay10rd and Columbus intend to seek reimbursement from the City for
the expense incurred by Gaylord and Columbus in resolving any claim caused directly by 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
construction 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 material 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. }\f.lu:tu Facilities Agreement· Page 7 or U 
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 fmally 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 Plan.
In the 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 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 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 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 ofImprovements 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 maximum allocation per Phase except as provided herein. B. Allocation by Subphase. 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 􀁾􀁦􀀮􀁵􀁴􀁥􀁲􀀠Facilities Agreement 􀁾􀀠Page g of 15 
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
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 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 shall constitute
default by Gaylord and Columbus: 1. 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 􀁾􀁾􀀡􀀡􀀡􀀡􀀡􀀡􀀺􀀡􀀡􀀡􀀠-Page 9 of of IS 
period set forth in this Agreement plus any extensions of time granted by the City. 4. Failure to provide payment to the City for the excess 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 1 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: l. 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. 2. Upon default, and following any period of cure provided by this Agreement, Gaylord
and Columbus shall be responsible for the excess costs of Public Infrastructure Improvements in accordance with the Schedule set forth in Exhibit 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 excess
costs for Phase I 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 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 M.8.!ler FaclJldes Aere-ell1elrt 􀁾􀀠Page 10 of 15 
of a certificate of occupancy for all of the dwelling units approved in the 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 Phase II as required by the adopting Ordinance and Concept Plan (Exhibit 1), 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 IT 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 IT prior to default and/or 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 IT, the obligation to pay excess costs in Phase IT 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 the total number of dwelling units for which a certificate of occupancy has been issued prior to default and/or the period of cure for such subphase, divided by the number of
dwelling units approved 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 means (the "Reimbursement Collateral"), selected by Gaylord and Columbus: 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 Hens for the benefit of the lender
or lenders providing financing for such Phase, which deed of trust shall be in the form form substantially similar to that attached hereto as Exhibit S, 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 IT (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 Ma!lter Facilities Agreement -Page 11 of 15 DOC " Z70833 
trust shaH 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 defmed
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 Collateral
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 td Gaylord and Columbus) upon the earlier to occur of (i) satisfaction of the 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 Reimburseinent 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 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 for Failure 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 shall have the right to foreclose the deed of trust lien or lien on other . collateral, or draw upon the irrevocable
letter of credit, as described in Subsection 8.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 Columbus. 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 Facwties 􀁁􀁧􀁾􀁭􀁥􀁮􀁴􀀠-Page 12 of 15 :.-. 
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 II 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 Majeure.
It is expressly understood and agreed by the parties to this Agreement that if the 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 performing the same during 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 of its 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 and/or 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 initially. 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.: IDII I 6p.r P.O. Box 144 ...1:fl::1:t N. Central Expressway Addison, Texas 75001 Dallas, Texas 75231
Attn: City Manager Attn: Glenn Stinchcomb 􀁾􀁷􀁴􀁥􀁲􀀠Facilitie:!l AglftmeDt -Page 13 of 15 
TO COLUMBUS REALTY TRUST: 15851 Dallas Parkway Suite 855 Dallas, Texas 75248 Attn: Bryant Nail Section 16. Incorporation of Recitals. 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 ftrst written .above. TOWN OF ADDISON, TEXAS GA¥LORD PROPERTIES,
INC. Ron Whitehead, City Manager ATTEST: COLUMBUS REALTY TRUST 􀁂􀁹􀀺􀀭􀀭􀀭􀀭􀀧􀀭􀁌􀀽􀀭􀀫􀀭􀁴􀁊􀀭􀀫􀀺􀀧􀀭􀀢􀀧􀀼􀁬􀀰􀁦􀀳􀁾􀀽􀁴􀁟􀁟􀀽􀀢􀁜􀁟􀀠By: Carmen Moran, City Secretary " Mastel'
Facilities Mt'UDlcnt 􀁾􀀠Page 14 of IS 􀁴􀀢􀁬􀀢􀁉􀁲􀁾􀀢􀀧􀀱􀀢􀀢􀀱􀁍􀀢􀀢􀀠
" ACKNOWLEDGMENTS STATE OF TEXAS § § COUNTY OF DALLAS § This instrument was acknowledged before me on 􀀮􀁳􀂣􀁙􀁲􀁾􀁾􀀠2.q ,1995 by Ron Whitehead, City Manager of the Town of Addison,
Texas, a Texas municipal corporation, on behalf of the said municipal corporation. NARYPUBLIC, State of Texas STATE OF TEXAS § § COUNTY OF DALLAS § This instrument was acknowledged before
me on 􀀮􀀰􀁾􀁾I , 1995 by 􀁾􀁦􀁩􀁲􀁶􀀮􀁶􀁊􀀮􀀠􀀢􀀦􀁾􀀠, 􀁖􀁾􀁒􀁵􀀬􀀧􀁫􀁁􀀠of Gaylord Properties, Inc., a Texas corporation, on behalf of the said corporation. 􀁾􀁾􀁾􀁾􀁯􀁯􀁾􀁾􀁾􀁾􀁾􀁾􀁾􀁾􀁾􀁾􀁯􀁯􀀠􀁾
􀀠􀀮􀁾􀀧􀀠BHIITA C. BRIGGS.. -'I<; 8 8 !"*; Notary Public. State of Texas H0'" .,." tH 'fl-01',,, My Commission Expires 􀀰􀀹􀀧􀀲􀀷􀀧􀀱􀀹􀀹􀀷􀁾􀀠􀁾􀁾􀁾􀁯􀁯􀁯􀁯􀁯􀁯􀁯􀁯􀁯􀁯􀁯􀁯􀁯􀁯􀁯􀁯􀁯􀁯􀁾􀁯􀁯􀁯􀁯􀁯�
�􀀠STATE OF TEXAS § § COUNTY OF DALLAS § This instrument was acknowledged before me on 􀁾􀁜􂂬􀁫􀁥􀀮􀀮􀀠'2.q , 1995 by _ 􀀵􀀽􀀼􀀮􀀮􀀡􀀺􀀺􀀺􀁾􀀢􀀧􀀭􀀴􀁘􀀠I'r1'4w..:...'\'--.!..N.:.:cA-..:..\-'-'L-"--__
, \\Ieg f\?t!)I'OEl\I'\ De-J. of Columbus Realty .... ..... Trust, a Texas real estate investment trust, on behalf of the said real estate investment trust. MICH!::LE L. COVINO Not'J.ry
Public STATE OF TEXAS NOARYPUBUC, State of Texas ""taster FacllitiCl Agreement -Page IS of 15 
CHAPTER XX PROCUREl\ffiNT OF PROFESSIONAL SERVICES SECTION 1. DEFINITION OF PROFESSIONAL SERVICES Professional Services are those services performed by an individual or group of individuals
where education, degrees, certification, license andlor registration is required for qualification to perform the service. The service is usuaUy based on intellectual qualification as
opposed to craftsmansbip. Certain Professions are specifically named in the Professional Services Procurement Act (Article 664-4. Vernon's Texas Civil Statutes). SECTION 2. PROFESSIONAL
SERVICES PROCUREl\ffiNT ACT (VTCS Article 664.4) A. This act states that contracts for the procurement of defined professional services may not be awarded on tbe 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 bigher tban tbe publisbed recommended practices
and fees of the various professional associations and do not exceed any maximums provided by state law. B. Professional services are defined as those performed by a certifiea public
accountant, licensed architect, physician, optometrist, surgeon, registered surveyor, engineer or any group or association thereof. SECTION 3. PROCUREMENT OF ARCBITECTUR."-L • ENGINEERING
SERVICES (VTCS Article 644-4) A. Wben procuring architectural or engineering serYices, tbe entity shall use a two·step selection process. First, the entity shall select an individual
or firm capable of performing the sen'ice, on the basis of demonstrated competence and qualifications. The 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 the most higbly qualified individual or firm, It shall formally end negotiations with that 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 witb one of tbe above mentioned professionals on the basis of a competitive bid, it is contrary to public policy and is .Y.l!iJ!. SECTION 4. PROCUREl\ffiNT OF ARCHITECTURAL OR ENGINEERING
SERVICES -FEES ESTIMATED TO BE UNDER Sl5,OOO PER YEAR. The Town's staff shall solicit proposals from qualified professionals ..lind tbe director of the 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 the selected individual
or firm and follow the procedures established by tbe ACT, above. SECTION 5. PROCUREl\ffiNT OF ARCffiTECTURAL OR ENGINEERING SERVICES -FEES ESTIMATED TO BE $15,000, OR MORE, PER YEAR.
A. An advertisement shall be placed with a newspaper, normally used for legal advertising, Adopted 5/95 PAGE XX-1 EXHIBIT 2 TO THE MASTER FACILITIES AGREEMENT 
CBAPTERXX PROCUREMENT OF PROFESSIONAL SERVICES (cont'd) soliciting Statements of Qualifications from all qualified professionals interested in providing the needed sen'ices. The advertisement
shall be run in one edition of the selected newspaper, at least one week prior to the date Statements of Qualifications are due, B. The Request for Qualifications (RFQ) shall contain
sufficient information to inform potential architects and/or engineers as to the type of project, scope of services to be performed, and the selection criteria to be used. The RFQ will
give the relative importance, or weighting, assigned to each of the criteria to be used in the selectlon process. The following criteria shall be used, but the RFQ is not necessarily
limited to these criteria: 1. Tbe 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 resources are a"ailable to accomplish the assignment, witbin tbe time to be allowed by the Town,
and the firm will be able to provide continuing service. 4. Previous clients, for similar projects, express satisfaction with the firm's work. 5. The firm's response, as perceived by
the Town's staff, is complete and of acceptable quality. C. An engineer or architect may be 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 Ihe basis of the 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 the City Council that a contract be awarded to the cbosen firm. A tabulation showing all of the firms ·submilling Statements
of Qualifications and each firm's score, by criterion,will be allached to the recommendation. SECTION 6. PROCUREMENT OF PERSONAL AND PROFESSIONAL SERVICES, OTHER THAN THOSE EXEMPTED
FROM COMPETITIVE PRICING • A. Professional services, other than those named in the ACT, may be contracted through the use of Request for Proposals (RFP) and selection should be made
on the basis of criteria similar to those for Engineers and Architects; however, 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 tbe selection process for Engineers.
and Architects. Adopted 5/95 PAGE XX-2 
CHAPTER XX PROCUREMENT OF PROFESSIONAL SERVICES (cont'd) C. Services with fees of 515,000 or more shall be advertised in two editions of tbe newspaper, one week apart, the last advertisement
to run at least one week prior to the due date for RFP's. Tbe selection process will be similar to that used for Engineers and Arcbitects, and after negotiations are successfully concluded
the City Council shall be asked to award a contract. D. Below are some of tbe services beld to be professional services in Texas cases or Attorney General Opinions, according to the
LBJ Scbool of Public Affairs, Advance Public Purchasing course: Abstracters, Appraisers, Artists, Attorneys, Auditors, Construction Manager Consultants, Coordinators of Criminal Investigation,
Financial Sen'lces Advisors, Fiscal Agents, Law Enforcement Consultants, Map Makers, Models, Plat Book Preparers, Private Consultants, Property Tax Consultants, Scientists, Supervisors
of Public Construdion Projects, Teachers, and Tbird Party Administrators. Adopted 5/95 PAGE XX-3 
(..\ND DESCRIPTION TRACT I BruNO it. traet of land slculr4 in the n. W. Fi'hec Survey. 􀁁􀁢􀁾􀁬􀁴􀀢􀁣􀁴􀀠No. 482, in tne City "f Addi""n, D.lI ..􀁾􀀠C"UOI)" 'reus. and being "II 01 Lots
H. 12, and 􀁉􀁾􀀮􀀠01 Block B. 3lld Lot' S. 6. or 7 "r Block D. and a pmlio. uf L.,t S "r Rinck D. in Juli""'5 Addili"., u.n .d,lilion 10 the City of Addi,,,", •• recordea in Yoillme
1. 􀀮􀁐􀁾􀁳􀁥􀀠5}K of 'he M"p Records of Dall". C",unly, Toxas. also being a ptltlin••,r C'....4 Stred .. abandoned by (he Town of Addlsun a. evidenced by '''Slru!>'':!>! <<<ordcd in
Yol.",,, 9111?. Page 1511 or the Oeeu 'R.,cord. "r 􀁄􀁾􀁬􀁬.. C"unly, 􀁔􀁾an" bein!;: part "C A It.cI of land ,tlIn<lins in the ._e 01 Opubco Properties, Inc. :11\ 􀀢􀀧􀀧􀀻􀁤􀁣􀁮􀁾􀁣􀁴􀁬􀀠hy
􀀻􀁬􀁉􀀵􀁬􀁲􀁵􀁭􀁾􀀧􀀱􀁬􀀱􀀠tCcutded in Volnme 84151. Poge 3619 􀀢􀁾􀁦􀀠tbe Deed ReCl,I«!.' of 􀁄􀀮􀁬􀁉􀀮􀁾􀀠c.'Wlly, Tc""" .nu bemg more I"'rticuU.tly 􀁤􀁾􀁾􀁣􀁴􀁩􀁢􀁥􀁤􀀠a, r .. Unm:
'BEOtNNINO at a 1/2 inch iron rod found at the inrerse(.:lion of lhe north righl ..nf-way IiDe IiDe n! the St. lA,u;. Odd Southwestern RAilroad, a 100 foot wide righl..of-w.y, with.
the t&.<t line of a 21) foot alley in Block B (.f 􀁾􀀢􀁩􀁤􀀠addition; TKl!NCE Norlh (Xl dcgr.... 01 mmute 19 .""nnd. EMt 􀁾􀁉􀁮􀁮􀁳􀀠the ea.« lill. of sold 20 foot alley" di!Olanc. "r
739.37 reet 10 • 1(2 inc:h ix,'" tod set with "H"iu-2'.o1l.\"!!" cal' in !he ",mth righl-<>f-way line of Mildred StrCCI ., ..tablll:hed by lnJlrumcnL til the Town of Addison, 1'ClQUI
a. r"""Hled ill Vulume 9111,,', P"!.", 1567 of lhe Deed Record., ... O.lliI., COWllY, Texas; THENCE Soulh 89 degrce.< 49 minutes 12 :iC':Onlb Ea.'\! along the 5Cluth rigbt-of-way line
of Mildred Street a W.1.nc.:. or:W!l.14 feet 10 a 1/2 inch imn to/hel wilh -Huilt-7..ollanl" cal." 􀁾􀀱􀀠Ihc bCl.>iDning of 􀁾􀀠CUT"" [II the right rumng a radiu.< of 776.03 feet; 􀁔􀁈􀁅􀀮􀁾􀁃􀁅amtin
uillg alOl1!l uid .out" right....f.."'.y line 􀁾􀁮􀁤􀀠.alooe. ...id cum: 10 th. right Ull'ough a eenlral ""gle orfI7 degr_ 00 lIIinuto., 45 ••""ads., an arc distance of 94.98 feel, hdng
hdng .ublendl!d It)''' cbord which """'sSu"th 86 degrees 􀀱􀁾􀀠minlire.< 5tJI\IlConds Eas1. IUld i. 94.92 f.el i" lengtb 10 111/2 inch iron rM sa with "Huin-Zollatl>' ear; THENCE South
􀁾􀀲􀀠degrees 48 minute., 7:/",,,..nu,, E.uI c",ot;"ulng a10Dg saiu south riGhI-or-way line 3 􀁤􀁩􀁳􀁛􀁾􀁮􀁾􀁥􀀠of 1.S5.79 reet to a 1/2 incl. iron rod set wirb "HuiU-M"lIal'$" cal'
in the 􀁗􀁾􀀧􀁉􀀠right·nf.way \i"" of Qunrum Drh'C liS 􀁥􀁮􀀮􀀢􀁬􀁩􀁾􀁨􀁥􀁤􀀠by instrumlllli In the Ttl'"'" (>( Addison, Texas as recorded in Volume 82093. Page 11173 "r II," Dee<! Records
oC Oallas C01lllty, T""",,; THENCE South O? degree. 00 minut<s 2J 􀁾􀁤􀁳Wut along the !aid west righl-<.lf-way IinC! of Qnon1!n Dr;',:t iliu.nce of 226.99 feet 10 a 1/2 incl. iwn rod
liCit with "Huin-ZoIIars" ClIp at tho beginnblg of a curve III Ihe lerl hlvin/,: a udill.' of 1472.39 􀁦􀁃􀁾􀀱􀀻􀀠THENCE toDtiDuiag a1QnB said we.1 rig"1 ...,[-W'.y line and aI,mll .aid
􀁾􀁕􀁬􀀧􀁖􀁃􀀡􀀠In lbe Icfllhn,ugh a ",ntr,,1 􀀢􀁮􀁾􀁫􀀠of 00 degrc"" 52 miuute& n seroads, an ....c dist;,nec or 176.62 􀁲􀁾􀁥􀁴􀀬􀀠being salxendcd by a chord wbich W:l.1'\ SOIlrll
03 decrees 34 mmoo:.s 11 JlCeanllo We." and 1:\ 176.52 {ect in length to a 1/2. incl. 'run rn.! ""I with -Hllill7..ollars" cap; lliF..NCE Soulh 00 dcgrcu.1I!I mmutcs 00 seconds 􀁗􀁾􀁓􀁉􀀠continuing
along Gaid west rlllht-of-way line a di.t,nN t,r 131.28 feet tu a 1/7-iDell ito.a rod foulld in the lIorth right-of-way line of 􀁾􀁡􀁩􀁤􀀠Sf. wui. and 􀁓􀁯􀁵􀁴􀁨􀁷􀀢􀀧􀁴􀁾􀁲􀁮􀀠Railroad;
THENCE South 66 degrees 45 miIIutt& 00 soconds Weal: along north right-oC-way line of saKI St. Luui., ;,ru.\ S01Ilhwes[crn Rallroad a 􀁤􀁬􀀧􀁴􀁡􀁮􀀨􀁾􀀠Qf 4S6.!lO feet to the POINT Of'
REG INNING and CONTAWINCHi.;lSK 􀁾􀀮􀀧􀀢􀀠of land more or I,,",. 􀁉􀁾􀁾􀁾􀁉􀀠''Ill'"'' EXHIBIT 3 TO THE MASTER FACILITIES AGREEMENT 
UND D&"'iCRlI'TION TRACT 2 BI!IN'G a croCi of land .ituah,d in the G, W. FI.hcr Survey, Abstract No, 482, irt the City of Addi!on. D.lb. CUl,Inly, Texas, and beillg nil IIf LOl 3 of
Bl.oclI F, 􀁾􀁮􀁤􀀠k !,<,,{itln of LAlt 2 of Bind, F, in 􀁊􀁵􀁊􀁩􀁡􀁤􀀧􀁾􀀠Addi!ion, an addilioR to Ihe Cily .. (Addison, .., ro"",dcd m Vulume 1. Page 538 of the MAl' Records (\1 Dallil.'
CQunly, Texa" Imd \",ing part or Ibt"o Ir.ets of IMd .Ulnding in the name .,S Opube<l P'U!""L"", Inc, a. evideRee<l by 􀁩􀁮􀁳􀁬􀀧􀁗􀁬􀀱􀀢􀁮􀁾􀀼􀀠recorded in V"lurtlc 841.11, Page :3619,
Volume 82020, Page 0/l84, 􀁾􀀢􀁤􀀠V"I"",,, k:1J120, PON"!lC\Ill! "II"r Ihe Deed Rec",d. of Dall". County, To"", lUld being more parlieularly described as follow.: BP.QINNIN'C: at ..
1/2 ineh it,," rnd .cl with 'Huiu-Z<JIl.,..· ""I' at the intersection of the east 􀁬􀁩􀁮􀁾􀀠of a 21) r",11 alley in Block F (If ,.id .ddil:iol1 with the n(lrth right."C.Wliy line of
Mildred Sireet 􀁡􀀮􀁾􀀠􀁥􀁳􀁴􀁡􀁢􀁬􀁩􀁍􀁾􀁣􀁬􀀠by in.<trumenl ttl the Town of Addioan, Tc::AS liS recorded in Volume 911lS, Page 1567 or \be D .... d Record., of Dlin...<County, TclUls,
.:00 poial also being in " I'lillted ea.t Iirte 0( Addison Conference C"'1Itcr -Adlli""n Centre Th\lll\cr 1'1,,\ ...s recorded in Vnl\llD.C 11<1241, raF 2801 (If lbe Deed Recorda or
Oall .. t:ounly, Texa.;. THENCE North 00 «ewe""' Q1 minute 39 scce)nd.< 'Elts! along the "a.'1 line of .oid 20 font alley and the e;sllint of said Addison ConCcn;ncc 􀁃􀁾􀁮􀁴􀁥􀁲􀀠plat
a distance "f 1l$3.-lS fC<:! 10 3 "nc-inch iron rod r..cnd or .be me"l solltherly nm1hcw C4tner of said Alldi.l1n CClnfereDCe Center plat: THENCE Suulh 􀁾􀀹􀀠􀁤􀁾S1 miaU\CK 01 &et.:<lfId<
􀁗􀁣􀁾􀀱􀀠􀁡􀁬􀁮􀁮􀁾􀀠a lIo,\b Une of said Addison CoII{ercllcc Centllr ]llat D di.t.ncc of l!O.89 teet to n 1/2 ineh Imn mil ""t with "Huiu-Zallats' cap; "nlf!.NCE North 00 dcgrlOCA
Ot'i minutes 05 second. W<:sr along an ca'" Iirtc of ••ld plat II 􀁤􀁾􀁡􀁮􀁣􀁥􀀠of 20:2.$9 fcet In 4 1/2 iDch iron rod SIlt wltb "Hlliu·z"I1./':1· cap at the most IIorthetlYllortheast
""mtr uid plot; TH'ENC'E South M9 u..sr-􀀵􀁾􀀠minules 55 s.ccnnd.. 􀁗􀁾okmg the m>rth lilw of.said pial a 􀁤􀁌􀁾􀁬􀁡􀁮􀁣􀁾􀀠.,r 284..57 Ieet 10 .. 1/1. Inch iron roc! <Ct wiIh 'Huitt·ZoIlars·
,"p in the "",.l linc or ...id Opuhcn Ptnpert.ico;, Illc. "" n:.enrdc;d irt Volume 82020, Page (l6l!lI; TIlENCE North 00 di:gr= 12 minnte.< 25 􀁾􀁥􀁯􀁬􀁬􀁤􀁳􀀠EasI along the weslline
of said Opubeo trnd a 􀁤􀁩􀁵􀁾􀁮􀁣􀁣􀀠(.f RSO.10 rcc, to a P.K nnil &(It in concrete h."" or fen,..: 1"'" ., Ihe north_ "otner of uld (.lpUbeu .£roC!; THENCl! Somh 89 degrees as 􀁮􀀮􀁩􀁭􀁬􀁬􀁾􀀮􀀮􀀼�
�􀀴􀁾􀀠"""nml< 􀁅􀁡􀀮􀁾􀁴􀀠.ln1Ig the L"t mentioned Opubn" cr:td nnd tbe: "'''Ih li"e of .aid 0l'llbeo I'nct .., 􀁾􀁤ill Volume 82020, Page 0684 a dutal\ce of S60.14 reet to a 1/2 inch
jmn rnd ,¢I with 'Huitt-Zoltafl' cap ill the ",,:81 rlj;hl-<.r·way 􀁉􀁪􀁑􀁾􀀠(If QUllrtlm nnw lII< ''lIlObu,;!u:d by in.trull1c.t In the Town ofAd<!i""n, T.:!1lA IS teeatded ill Volume 82093. Pa,;. 1073 of the Deed Reeords of Dallas County, T..-; TIiENCE South 00 min\ltc.< 55 ItWlIIds 13 seconds West along the west right-nt-way
line of Ouorum DriVe " w,;lallC¢ of 1089.96 fect to a If2 inch iron roc! MOL with 'Huiu·Z..,nArs' cap al the beginning I)f a cum to LIte righl haWl!: II. TlIdju< of 1..192..'Y.I feCI;
THIlNCD. c"..liliu;"g alOlljl;.s.ald Wost rlJlbl-ot-way line lind nlOllIl !tI1id .um to the rll\ht Ihrovg'h a centr.1 􀀮􀁮􀁾􀁾􀀠of 06 degteC$ 0.'1 mlnutcn 10 ACmIlck, ......... disl""cc
..r147.90 r""t. I>dns .uhtendcd hy " chord which lleafS South O'J dcJl'llCl 􀁾􀀷􀀠minut"" 4/I..,.,.,nw. We-,I, and i'l147..!l3 feet iIIltllgtb tn a. 1/2 iach iron rod 􀁾􀁣􀁴􀀠wilb 'Hlliuz"DI\I'.1·
""I': THENCE South ff'I degrees 00 􀁭􀁩􀁮􀁶􀁬􀁾􀀤􀀠23 _d! WI::'! conlinuing along lho weit right·or.way Une of Quorum Drive a dista"ce of 12.Z1 feot to a 1/2 1...11 kon rod ",,\ with
'Huitt-Zollars' cap In the sald Dttnh nllnl-<,f.W(.y line ur Mildred Slr"t, 
THENCE North 82 degree. 48 minute, V ,",comb W ...! 01(>118 th. Nntlh risht.or.w.y lino or Miid",.J SLreet • Jist"""", of lSS,S3 foot II) 􀁾􀀠1/2 inch irC>I\ rod 􀁾􀁉􀀠whh "Huu,L-Z"llI.r."
􀁾􀁡􀁰􀀠.! the beginni"!!: of" eurve 10 tbo left having :t r..diu. nF 1IS6'(13 feet; THENCE ."wolling along said n<lm riijht.of-way (lae and along said curve 10 dIe left throulIh a tCn1l11!
angle ui!rl dcsr-00 minules 45 =nnds, an arc distance of 104.77 (ccl. ben.s !ubicndcd by 􀁾􀀠ch"'d "'hieb heau North 86 degrees 18 􀁭􀁩􀁮􀁾􀁉􀀮􀀺􀀧􀀠51) seconds West, and 􀁩􀁾􀀠1(14,11
feCI in lenllih In. 1/2 inch irnn rnd sci with "Huitt. Zollars" cap; THENCE North I!') degree 49 minutes 􀀱􀀲􀁬􀁗􀁣􀀢􀁮􀁾􀀮􀀠We,t eontiauing aionllthe nMb right-of·way line of Mildred
S"'••I "tllitance of 2l19.3S fcct In the POINT OP BEGINNING and CONTAINING 21.255 aCTe. ,,{ lund mme or Ie'..􀁾􀀮􀀠
lA1\D DES(;RlI'T1()N TRACf3 BEING a lraa "r land .nluulcd in llu: G. W F • .ru;r Survey, Ah,(,,,,:t 1'1". 4ll2, in the City ,,( 􀁁􀁤􀁤􀁩􀀮􀁾􀀧􀁬􀁮􀀮􀀠􀁛􀀩􀁡􀁬􀁬􀁡􀀮􀁾􀀠C.'UIIIY Texas,
an<! being part lie two [l'ael1 oi 1.JAd standing. in the name "rOp1lhc<, Pmp<:rl.ic." Inc..., evidenced by iQSI;"mcnts =orded in Velum" 841'1. rose .'619, and Volunle 82020, Page 0ti84
:til of tbe Deed 􀁒􀁣􀁣􀁯􀁲􀁤􀁾􀀠of Dan... County, T..". and hcing moC1e l'arti(1llar1y de....it>ed "" f"I1"""", BEGINNING a1" 1/2 inch iron rod ••t "';Ih 􀂷􀁈􀀮􀁾􀀮􀂷􀁚􀁯􀁕􀁡􀁲􀁳􀀢􀀠.'1'
RI tho inlersectio. nfllie n(>rlh ri!lht.of.woy n". 01' tile 􀁓􀁾􀀠Lou;. IUId $outh""'stcrn R"iI.o.,u. • 100 fool wide right.or.way, with east right-of-way line uf UUtltum Drive os ..(abn.lIed
by ;"slrllJ1leu[ to Ihe TOWlI ,,1 A<I<li..m, Tc"",< ...' recorded in V"lumc 82093, Pogo 1077 of Ihe o<:"d Records of nalla. ,",,"DIy, T""",; THENCE NQftn (I(l minws 08 sctonds 00 ""
... lndo Ea.{ "kmg the eosl rillht...,r,W'"y line of Ouurum Drive a <liAallCO:: .)C 96.119 {eel 10 4 1/2. indl iroll roc! set with "fuin-Zolla..-cap at Ill" beginning of a curw 10 the
rlghl hmng. a racliUll of 1392.39 feo!; THENCE continu;"s along "aid ca.'\( right -of·,.,.y line of OuC>tom DrM: and along said ('.tlfYll to the right through A ",nlralllaaie (I/' 06
desrees 52 minutes 2J ""c:m.d.<, an are distance of It>7.113 feel, beill3 wbtcl1ded lIy a ciu1rd which bear! Nom. 03 dcgrec., 34 mmulel 12 ...c:0nd3 ElIOt. and it. 166.9:\ feet in length
to a 1/2 inch iron rnd oct with "Huitt-Zon..." call! THENCE NoJ1h (f7 degrees 00 minlltes 23 􀁳􀁥􀁲􀁯􀁮􀀧􀁾􀀠East continuing al'lRg lilt,: 􀁾IigIIt....f-......y line oi Qumum Drive a
distance of 319,26 to II 1/2 inch in". ,od set with ''HuJu-ZoUan" cap 􀁾the beginning of it I:UfYC 10 tbe left hDinS a radlllJ Ilf 141l.39 Ceet; THENCE colltinuing ruong 5111d clt.'l
rigbt ....r.way line of Ouorom Drive IU\d 􀁡􀁬􀀨􀁬􀁉􀁬􀁾􀀠sald rurve to the left through a cent .. 41 a"g1c 11! Oli dCJll'ccS iB mU!ut•• 10 ....end>, aO ;ue di"lInct: of 156,4(1 f':':I,
being subtcndcd by a chord wllkh bears I'lorth 03 dc:arcc:., 57 miuul.c.o 􀀴􀀮􀁾􀀠scco,,,b BA$I, lind is 156.33 teet in lenglh to", 1/2 inch iron flxI ..., with 'Huiu.Zullll't' cap:
THENCE North 00 degrc<ls 55 minUI... 13 ,.:eIlQ(\., Ba..( coatinuing Ill,,,,!: th" C,,"" rit!bt..,r"WKY linc of Quorum Drive II <Ii._lane<: 'It 10!l').9'J tect to a lIZ wch Iron r04
6<.:1 willi 'Huill-7..ol1al1l' C<lp in the north line or said Ol'lIbeo (ract Ill! rel;Orded in V"Iuau; !l2020, Page 0684; THENCE South 89 dcvee-' OS lIIinUWO 􀀴􀀮􀁾􀀠suonds £ail along
tile nortb line of said Opubco tria a 􀀼􀁉􀁩􀀮􀁾􀁡􀁮􀁥􀀮􀀠,)[ S43.S3 feet to a IS" hlldcbcrry I:'C... frn", whicb a 1/2 inch iro" rod 5<'1 willi 'ran<lnm" 􀁌􀀢􀁾􀀠h""", Nnrth X9 <legre",
os IIIrnute., 4$ ....􀁾􀁉􀁮􀁤􀁡􀀠WeJlt. a distance of 2.00 fect. THENCE 5nuth 00 degrees 55 minutes 13 􀁾􀁏􀁉􀁜􀁤􀁳􀀠WCliI a distance of 1S61.42 teet to • liZ inch irun rnd '0' with
"Huitt-Zellara' cap ill tbe QUl'lh r4lhl,(){'WlI)' Iinc of 􀁾􀁡􀁩􀁤􀀠St. Ltmis and !'ioll1hWlll'ICm RailrOlKl to to a poilu for a corner; THENCI! South 6S 􀁾45 minQtes 00 5cconds w..t
along the north liM of said. St. Louis. and SlI..thw"sicrn llailtoad a dista""" or 648.9S fUI to the POTN1' OF' BEGINNING ud. CONTAINING 21.477 acre. "r land mOre 01: 1e1l.>t. 
ADDISON URBAN CENTER COST PROJECTIONS OF INFRASTRUCTURE IMPROVEMENTS 061'22195 PHASE I ITEM BASE COST EXCESS COST Quorum Drive (1650 L.F.) $464,000 $464,000 Mildred West of Quorum (3611
L.F.) $140,000 $140,000 Quorum Rotary Open Space (0.58 Ac) $468,000 $468,000 Bosque Park (0.96 Ac) $0 S535,000 Street R -3 (425 L.F.) SO $445,000 Slreet R -4 (575 L.F.) $0 S596,000 Slreet
M -I (680 L.F.) SO $780,000 TOTALS $1,072,000 $3,428,000 TOTAL COST $928,000 $280,000 S936,000 S535,000 $445,000 S596,000 $780,000 $4,500,000 EXHIBIT 4 TO THE MASTER FACILITIES AGREEMENT

PHASE II ITEM BASE COST EXCESS COST TOTAL COST Quorum Drive (2075 L.F.) $260,000 $260,000 $520,000 (112 ofstreet) Mildred East of Quorum (419 L.F.) $159,000 $159,000 $318,000 (West of
Spectrum) Spectrum (1275L.F.) $182,000 $182,000 $364,000 East Mildred Open Space (1.13 Ac) $305,000 $305,000 $610,000 Quorum North Park (0.69 Ac) $0 $295,000 $295,000 Mews Park (1.43
Ac) $0 $675,000 $675,000 R -2 (525 L.F.) SO $270,000 $270,000 R-3 (400L.F.) SO $205,000 $205,000 R -4 (630 L.F.) SO $322,000 $322,000 R-5 (325 L.F.) SO $166,000 $166,000 M -2 (1275 L.F.)
SO $624,000 $624,000 Mildred east of Spectrum (590 L.F.) SO $131,000 $131,000 TOTALS $906,000 $3,594,000 $4,500,000 Note: The above cost projections include costs for private utilities,
engineeriog, special plan review, independent inspection and construction costs associated with Phases I and II ofthe Urban Center. 06/22195 
SCHEDULU rOR PARKS AND OPENSPACHIMPROVEMENTS ADDlSON UlmAN DISTRICT . ·JUNI.: 21, 1995 I.) Quorum Rotary (0058 Ac) 2.) Bosque Park (0.96 Ae) SUBTOTAL PHASE I 3.) Quorum North Park (O.69Ac)
4.) East Mildred Open Space (J .13 Ac) 5.) Mews Park (lAl Ae) SUBTOTAL PHASE II TOTAL MINUMUM ALLOWANCE 870,000 500,000 1,310,000 290,000 580,000 650,000 1,520,000 2,890,000 MAXIMUM
ALLOWANCE 1,000,000 570,000 1,510,000 300,000 640,000 100,000 1,640,000 3,210,000 Estimates include all costs associated with bid document preparation, construction, inspection, utility
service. etc. necessary to complete the parks. EXHIBIT 5 TO THE MASTER FACILITIES AGREEMENT 
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 (12.5 % reduction), == $2.999 million. Example 2. Default during
Phase n ness 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 n. Cumulative excess costs for Phase n = $1 million Gaylord and Columbus liability = $1 million, reduced by (500 + 400)11,500
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 constructs
1000 dwelling units in Phases I and n, defaults after certificates of occupancy have been issued 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 100/200 x $500,000 (50% reduction) = $250,000. EXHIBIT 6 TO MASTER FACILITIES
AGREEMENT 
URBAN CENTER • PImIJC IANT!.<U"',,\PE J.WNTENANCE SCmIDID,B LANDSCAPE MAINTENANCE The following mInimum standards orJandscape maintellll.l).CO .hall be emplO1ed: PART 1 • GENERAL L1
SCOPE: A. Complete exterior landscape mainbmauco U IIpMifted and ahawt\ on all de'lelopment plana ror the Urban Ceotel' District. B. Keep alllendecaped areas in a bealth,y and neat condition.
BeIer to Part " Sehedules bereln. 0. Includo watering. t'Intillmtloo, pnlZIID& aprlJ11n& 􀁾􀀠-dh1&'. horbkida 􀁯􀀮􀁰􀁰􀁈􀁾􀁡􀁴􀁬􀁏􀁉􀁉􀁴􀁉􀀬􀀠bed culttYatIon, 􀁾􀀢and lliter removal
ill landscape uess. D, Coordinate maintenance schedule to 8.IIIIUl'8 a minimum amount of ineonwnitmCfl to facility operatore. 1.2 Il&MAGE: City 111 reeponaible tor repairlng 8.DY damage
tha\ results from 􀁾􀁥maintenance operation. PARr II • )JBODUQI'S 1.1 COMMERCJAL FEltl'!! ,JZER: Shade TreeI, Groundcovera, and Non-FIowe:lng Shrulle: JJ.5.10 element percentage (3 lfl
ratio) with a minimum K sulphUl' and ".. Iro.ta plus trace element& NlVopn lOurce to be as least m mow releue Urealonnaldeb,yde (UF) or Su11\n' Coated Area ($CU). a FloworiDg TN... FloworinBShruba,
Pettnniale, lIlI,a A.zmu.Ja: 1020-10 .bm"mt percantaga (1-2-1 ratio) with tn.eo .lement. pl\1.1 minimum 8" eulfur IIlI,d 4'1 troD. c. Azaleaa: 􀁾􀁏􀁯􀁬Acid Azalea and Ceme1lfa lertitize:r.
5-20-8 􀁾plua elements. \ -1· EXHIBIT ., TO THE MASTER FACILITIES AGREEMENT 
A. Shrub and Groundeover Beds.: L PrHmerpnt: Daethal granule.. 2.3 PIm'IClDES: A. Spra,y as required fOr safe control oltha particula:r insect or d!aea8e tim l.1l8,1in!'eat the plantings.
B. Complete 􀀸􀁰􀁬􀀧􀁾􀁰􀀠with II. Jiceneed applicator. 2.4 BED J([.JLCB! PAIn' 3 -1!ll!<;QU'llON 8.1 WA'1'EB1N&' It.. Chaok operation of tho automatic Irription 8,1IItem IIIld aC(twJt
timfnsurequired. B. Take iDto collllideration rpecfflc site conditloDll and COJDpAl,.ateQIbml" timing for areu in ab.ade, IIlopi.ng 8l'8U, and weather CDDditloll.l. c. Procxam the COlltrollar
80 plant and lawn areu reeelw an inch to an inch and 0Il&-1uU! otwat«per week. BeCer 10m.anufaetuHr for preGlpitat.lon ratee or tha eprinkIor he"ds D. VJaualJy check the sy&tmI _!d;y
during tb4 .umm&r JnOJ:\tba ami montbty Deeember tluouih March. E. PzomptJ, nspalr 81JT d'mapa 10 􀁾and. remedy operation problema. A. Gueral: Refer to PlIri !khedutGa for fmilizer applica.tfoJl
iutehala. Wat&? thnroushl1 after each appUcatiOD. B. Shade T:reeI: FertiIb:, an.an.nuall;y at the rate or Li lb. per hlch of tne calIper by UDitormlJ broedcutinc ierWiHr around the drip
line of the tree. Use 3 l/l ratio. .2
--o. SprIng Flo1nll'inJTnu, Bbruba. AnnuaIa and Perentlials. InbedIs, 􀁵􀁭􀁲􀁾lIpI'oM r6rt>llil;w at; the rat. or 8 Iba. p4Jl' 100 1Iq. tt. For t:rN.t, broadcast uound the drip line
at tho rat. ot lib. per mch ot tree cal1per. 8.3 PBUNING: A. Trees: Complete thia work with experienced tree P1'UllinIr personnel oIll,y. In general. thin out 8lld remow any dead wooa
and llhape to maintain lIJlIIIDetq. DO NOT SHEAR OR TOP TREES B. SprIng Ftowmn, 'l'zoee. and Sh:uba: Co1nplete 􀁾011 noted abow after blooJlliDi' period. c. Evergreen Shrubs: Prune Mleetlvaly
118 their growth warrants to remain inbounds and to nantua1J;y Corm asolicflIWIS. Remove 8%l1 dead woods 118 needed. DO NOT SHEAR. D. GroundccmIr: During pw1nr IelIIlOD, Ihaar to remain
In bou.n4l. Complete mo,Ior pru.nfn" In eerl.1l1priD" Shear IJriope IUld Allan Iumino to • height of 8: in ear1;y 􀁾􀀠E. PerellOl.),,: Cut oft'and cllIpose ofdead top ifOwtluft.e:r lirlrt
lroIIt. Remove blooms u t.h"1 fade throughout the 1IIlUon. U PEST OONTBOL: B. C .. nd.ullY ullY fonew label l.natzuctioDll and eompIet. aprqins wil:h II.ce!lIPd peJ'IIOIIJ1e1 oWy. 1.15
WEED CONTBOL: A. AwI7 herbicideB b7 a lIC8D1M1d operator &II outUned In Pari .. Si1iec1ule& CmfuUy foUow label 1IlIstructiqpa. Replace any de'lll,..a plant matorials at no ooet to the
Owner. 3.6 WEEII!N(OO[ILTlVATING; A. Iteu)ove 'WIMIds and 􀁾grasses from bed areas weakl;y. 14ht1,:r cultivate beds once every two weeks durbI( P'Owing 88afJOIL 
Dieeontfnue groundcover bed cultivatiOn once groUDdcovers/shrube have covared. 3.7 CLEAN UP/Ll'l"l'ER REMOVAL: A. Olean up and haul oft aU debris nsultina' from tha m.alnteIlJU1llO operation
plll8 an". debris wblcb lD8fhave auumWated in the plant beds. 8.8 BED:MULCH: A. Add. muloh material to ahrub and JP'OWldcover bed!! M needed to :maintain two 􀁾layer ormulch oval' the
planting area. B. DiIcontinue mulching when planta eover (Il'O'IIlI.d 8Urtacu. as ANNUAL FLOWERS; A. Plant axmualB 811 scheduled In Part 4. B. Coon1i:Datt 00101' and 9Pe with DeWoper.
C. Cultivate beds with llndl pilat moM, thorousbl3" m.ixed, prior to each ch.anp-out. D. Fertilize all noted herein. END OP SECTION 
".. I l'roW;:t,· IClfUtlLf.a u AINTENANce SCHEOUL& TASK Jill F.b Mar A9r "'.y "un Jut Aug lap Oct 􀁾􀁯􀁶􀀠Dec FEAnUZI · ' i IStI.de ,.,..•• • _rEng P"lowldrlg '!..'*":Z 􀀮􀀭􀀮􀁾􀀠I .!:.11-1-1
IIATIOI TrIG, I. Shrube a • ....; 􀁾􀀠" .... , Tree Ctapetllvrtle I 1T 􀀨􀁉􀀧􀁾􀀢􀁉􀀠turf.' I I # 􀀸􀁨􀁴􀁵􀁢􀁾􀀯􀁏􀁲􀁯􀁵􀀢􀁾􀁑􀁏􀁖􀀢􀀠13-1-1, AA'nOI '.f ••, .Annual, . eU-MJWIO' . Ct-z-t
RATIOf • PtIt",nlll. • U-2-. 1IA'nOt • JfUBlCID!9 I I · Past ErI'Itcgent .............................------. 􀁾􀀠$hrub./Grcunc!cav.,. • • • • · PISTICIDES 􀀮􀁾􀀠----CAl fll!al.llIIiDJ
-􀁾􀂷􀀭􀁾􀁉􀀠_........ PRuNING ri lI'Iadl Ttl.. •• Sprl"s Flow.lng ..􀀭􀀭􀀭􀀭􀀭􀀭􀁾, I Tr,•• & IlmIbe I 􀁾􀀧􀁴􀁇􀁬􀀧􀁉􀀠..... ,.. Ever;r•." • 􀀮􀀮􀁾􀀡􀀮􀀮􀁾􀁾_....􀁾... 􀀭􀁾􀀭--...􀁾􀀠.----01
· Shrub"GrouncfCQlfIr􀁾􀀠ir" Ctaplll'lyrtlt • .......--._.-tI ! iJlE'J,Ca./IIUCm GROWTH! : 'CL.EAN",UP/UTTER ....􀀭􀁾􀀭---'" 􀀭􀀮􀁾􀀭......... --..􀁾􀀠........ 􀁾􀀮􀀭-_.. 􀀬􀀮􀀭􀀭􀁾􀀮􀀠----4
􀁾􀀠· REMOVAL • ,lPlRIGAnON CHECK • • ....-........ -. IWEUI."tJ ........ ----........ .-e • • 'i£DDltIlII IfL.OWEn PLANTING • 􀁾􀁾􀀠• , • iii 
DEED OF TRUST TO SECURE PERFORMANCE STATE OF TEXAS § § KNOW 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 ------::----c,-------::-:--=:----::-:--" and his substitutes or successors, that certain tract or tracts of real 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, privileges and appurtenances 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 funds for the development of public infrastructure and improvements necessary for the development 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 
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 tbe 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 tbe 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 written 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 tbe 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 tbe purchaser or purchasers
shall be full and conclusive evidence of the truth of the matters therein stated, and all prerequisites to said sale shall be 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 defined). Notwithstanding the provlSlons of the
immediately preceding paragraph, all notices provided for therein may be made in such manner as may be permitted or required by Section 5 \.002 of the Texas Property Code (as now written
or hereafter amended or succeeded) relating to the sale of real estate andlor by Chapter 9 ofthe Texas Business and Commerce Code, -2
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 fuJi 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 to Secure Performance shall be covenants rurming 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. The lien of this Deed of Trust and all rights of Beneficiary hereunder are expressly
subordinate and inferior to the lien described nn Exhibit B hereto (the "Superior Lien"), and Beneficiary, by acceptance hereof, agrees to execute any document reasonably requested by
the holder of the Superior Lien to evidence such sulx,nJination. Beneficiary, by acceptance hereof, further agrees, when requested by the holder <If the Superior Lien, to give such holder
notice of any default by Grantor or Obligors in accordan.:e with the terms of the Development Agreement and to to permit any such holder the option to cure 􀁾􀁵􀀮􀀺􀁨􀀠default in accordance
with the terms of the Development Agreement. 
EXECUTED the __ day of ______--', 1996. By:_______________ Its:---------------THE STATE OF TEXAS § § COUNTY OF DALLAS § This instrument was acknowledged before me on the __day 1996,by
__________􀁾__􀀭􀁾􀀭􀀭􀁾􀁾􀁾􀁾􀁾􀀭􀀭􀁾􀀭􀁯􀁦􀀠______________" a Texas corporation, on behalf of said corporation. Notary Public -State of Texas My Commission Expires: DA951910338 071295.1.1
186:3012·3 -4
.' STATE OF TEXAS § § MASTER FACILITIES AGREEMENT COUNTY OF DALLAS § TIIIS Master Facilities Agreement (hereinafter" Agreement") is entered into this 17th day of July , 1995, by and
between the TOWN OF ADDISON, TEXAS, (Uthe 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,Gayloril and Columbus04hold 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-l") 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-.J!..!..2..; and ,M.:tJter 􀁆􀁬􀁬􀁥􀁬􀁬􀁩􀁴􀁬􀁾􀀠AgT«mrllt
. Page 1 of 15 
WHEREAS, Ord. No. 095-019 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 facilities and services; and WHEREAS, the City Council by Resolution R95-.Qil.. approved expenditure of public funds in the amount 0["$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 WHEREAS, the City Council has adopted Resolution
NoR95062 on July 17. 1􀁱􀁱􀁾􀀠_, 1995, approving this Agreement with Gaylord and Columbus and authorizing the City Manager to execute same by afftxing his hand and the City 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. Definitions.As used in this Master Facilities Agreement, the following terms shall have the meanings indicated below: Master Facilities Agreement -Page 2 of 15 
"Armiate" 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 July 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 I and incorporated herein for all purposes. "Development
Plan" means a final development plan approved for a phase or subphase of the project in accordance with UC District Regulations. "Phase I" and "Phase II" mean the plans for development
of those portions of the Property identified as Phase I and Phase II, respectively, in the Concept Plan. "Professional Services Procurement Procedure" means the City'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 wning 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 3. Property. The Property subject to this Agreement is that real property 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. NoP9S and as depicted on the Concept Plan attached thereto. Section 4. Rights and Obligations of Parties. A. Benefits 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. "'wier Fadlitie! Agrt't':rnent -Page 3 ot 15 
B. Assignment. 1. Both ,Gay lord and-Columbus .shall have the right to transfer or assiglfIheit legal and equitable interest· in· the Property, in whole or in part, or any portion 'thereof,
to 􀁾􀀠person, partnership,joint venture, firm or corporation at any time. during the term of thl.>. Agreement; .provided, however, that an assignment or delegation to an Affiliate of
Gaylord Ql; 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, .aaJIliiiiiiiM, 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 ofSection 8 .,.-. of this Agreement. B. 􀀮􀁩􀀡􀁩􀁬􀁩􀁒􀁢􀀮􀀱􀁩􀀧􀁯�
�􀁪􀀬􀁂􀁬􀁧􀁄􀀭􀁷􀀮􀁰􀁲􀁾􀁷􀁪􀁪􀀬􀁙􀀮􀀮􀀠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. Procurement, 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 provisions; MllJ.ter F.ciJ.illes Agreement 􀁾􀀠Page 4 of IS ..................-... ".... 
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 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 other
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, (ii) the final Development Plan for the applicable
phase or subphase of the Property has been finally approved, and (iii) a building permit for the applicable phase or subphase of the Property has been issued by the City. Upon the receipt
of the said invoice or statement and provided that the other conditions set forth in this Subsection 6.A.5 have been fulf!.lled, 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 bid process required by law. Following the opening of the bids received, the City Engineer shall notify Gaylord
and "" ..............,.." .... 
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 methods used by the 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 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-I" or better by A.M. Best's Key Rating Guide and licensed to do business in the State of Texas, and (b) name the City as
an additional insured. Certified copies of all of 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, p..faster Facllilie:!
Agreement -Page 6 of 15 
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 finaily complete. The provisions of this Subparagraph (b)(l)(ii) 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
construction 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 material 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 b)'''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. M.uter F.e:Ditid Agreement M Page 7 of 15 ---􀀮􀀭􀀮􀀭􀁾􀁾􀀠
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 fmally 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 Plan.
In the 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 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 Columbus in
Excess Costs. A. Allocation by Phase and Payment. Funds for the design and construction of the Public Infrastructnre Improvements shall be allocated in the maximum amount of $4,500,000
for Phase I and $4,500,000 for Phase II. If the actnal costs of the Public Infrastructnre 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
with the procedures set forth in Section 6 of this Agreement, not to exceed the maximum allocation per Phase except as provided herein. B. Allocation by SUbphase. 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 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 .ConceptPlan tobe'provided to' the City by ,Gaylord"and.Columbudn the development of the Property must, within limits;
meet a certain' standard of excellence.', Therefore, the Pru#es 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 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 8. Default by Gaylord and Columbus. 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
shall constitute default by Gaylord and Columbus: 1. 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 􀀽􀁾 􀁾􀁾􀁾􀀡􀀡􀀡􀀭p.., 9 o
fll period set forth in this Agreement plus any extensions of time granted by the City. 4. Failure to provide payment to the City for the excess 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 1 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. 2. Upon default, and following any period of cure provided
by this Agreement, Gaylord and Columbus shall be responsible for the excess costs of Public Infrastructure Improvements in accordance with the Schedule set forth in Exhibit 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 excess costs for Phase I 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 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 M'.a.Jtel' P",d1itit::!l 􀁁􀁧􀁾􀁭􀁴􀁮􀁴􀀠-Page 10 of 15 
of a certificate of occupancy for all of the dwelling units approved in the 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 Phase II as required by the adopting Ordinance and Concept Plan (Exhibit 1), Gaylord
and Columbus shall be relieved of all obligations to pay excess costs under this Subparagraph 8.C.2.a. b. Phase IT 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 and/or 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 the total number of dwelling units for which a certificate of occupancy has been issued prior to default and/or the period of cure for such subphase, divided by the number of
dwelling units approved in the Development Plan for the subphase (see Exhibit 6). 3. In the event that only part of a Public Infrastructure Improvement listed on Exhibit 4 has been constructed,
excess costs for purposes of this Section 8.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 8.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 8.C. (the "Reimbursement Obligations") shall be secured by anyone of the following means (the "Reimbursement Collateral"), selected by Gaylord and Columbus: 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 anyliens for the benefit of the lender
or lenders providing fmancing for such Phase, which deed of trust shall be in the form 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 Muter F.cWtles AgreemcDt • Page 11 or 15 DOC #: 270833 
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 Collateral
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 1. 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 the 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 for Failure 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 shall have the right to foreclose the deed of trust lien or lien on other collateral, or draw upon the irrevocable letter of credit,
as described in Subsection 8.C.5. above. 2. The City shall have the right to pursue any and all other legal or equitable remedies available to the City, induding but not limited to the
right to recover damages for breach of contract. Section 9. Representations by Gaylord and Columbus. 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. M;utu
􀁆􀁡􀁾􀁲􀁵􀁤􀁴􀀻􀀡􀁬􀁩􀀠Agreem<!'nt 􀁾􀀠􀁐􀁾􀁥􀀠12 of 15 
Section 10. Tenn. 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 II 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 Majeure.
It is expressly understood and agreed by the parties to this Agreement that if the 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 performing the same during 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 of its 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 initially. 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.: \011\ 6p.r P.O. Box 144 .J.fti::t N. Central Expressway Addison, Texas 75001 Dallas, Texas 75231 Attn:
City Manager Attn: Glenn Stinchcomb MAJIC'.'t' 􀁦􀁡􀁤􀀮􀁬􀁩􀁴􀁬􀁾􀀠Agr-eelIll!'nt • Page 13 of 15 
__ TO COLUMBUS REALTY TRUST: 15851 Dallas Parkway Suite 855 Dallas, Texas 75248 < Attn: Bryant Nail Section 16. Incorporation orRecitals. 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. :y: 􀁴􀀼􀁾􀁾JtJW By:_U=-,fr--c-I_/....:.-fZ_tl-Ron Whitehead, City Manager ATTEST: COLUMBUS REALTY TRUST 􀁂􀁹􀀺􀀭􀀭􀀭􀀭􀀧􀀭􀁃􀀢􀀧􀀭􀁴􀀭􀁴􀁊􀁾􀁬􀁯􀁦􀁊􀁾􀁾􀁩􀀠By:Carmen Moran, City
Secretary " Master Facilities kt"t'eIDmt -Pq;c 14 of 15 fV'\(" JI-"""'M11 
ACKNOWLEDGMENTS STATE OF TEXAS § § COUNTY OF DALLAS § This instrument was acknowledged before me on 􀁓􀁧􀀭􀁲􀁾􀁜􀀧􀀺􀀬􀁾􀀠2.q ,1995 by Ron Whitehead, City Manager of the Town of Addison,
Texas, a Texas municipal corporation, on behalf of the said municipal corporation. NOARYPUBLIC, State of Texas STATE OF TEXAS § § COUNTY OF DALLAS § This instrument was acknowledged
before me on 􀀮􀀰􀁾􀁾􀁉􀀠,1995 by 􀁃􀁊􀀴􀀬􀁾J. O..J01,1W'tt: , 􀁖􀁾RR 􀀴􀁾􀀠of Gaylord Properties, Inc., a Texas corporation, on behalf of the said corporation. 􀁾􀁾􀁯􀁯􀁾􀁯􀁯􀁾􀁾􀁯􀁯􀁯􀁯􀁯􀁯􀁯􀁯􀁯􀁯
􀁯􀁯􀁯􀁯􀁯􀁯􀁯􀁯􀀠􀁾􀀠􀀮􀁾􀀠BENITA C. DRIGGS I 􀁾􀀠􀀻􀂮􀁾􀀠NOlary Public. Sial. 01 Texas 􀁾􀀠􀁾􀁦􀀠or 􀁜􀁾􀀠My Commission Expires OD·27.1997 􀁯􀁯􀁾􀁯􀁯􀁯􀁯􀁾􀁯􀁯􀁯􀁯􀁯􀁯􀁯􀁯􀁯􀁯􀁯􀁯􀁯􀁯􀁯􀁯􀁯􀁯􀁯􀁯􀁯
􀁯􀀠STATE OF TEXAS § § COUNTY OF DALLAS § This instrument was acknowledged before me on 􀁾􀁾'2.'1 , 1995 by 􀁟􀀭􀀬􀁂􀀧􀀢􀀭􀀡􀀺􀁾􀀺􀀺􀀮􀁋􀁜􀀭􀁌􀁥􀁲􀁎􀀮􀁌􀀡􀀮􀀮􀀺􀀮􀀮􀀧􀁜􀀬􀀭􀀭􀀬􀀭􀁎􀀮􀀮􀀡􀀮􀀺􀁁􀀭􀀬􀀭�
�􀀭􀀬􀀭􀁜L...=-___, \11 C8" fteQI'Oe\\'l DEN. of Columbus Realty Trust, a Texas real estate investment trust, on behalf of the said real estate investment trust. 􀀧􀀾.. 􀀢􀀬􀁾􀀮􀀠. 􀁍􀁉􀁃􀁾􀁛􀁌􀁴􀁌􀀮
􀀠COVINO 􀁩􀁾􀁴􀁩􀀮􀀡􀀮􀁦􀀧􀀠Noury Pubhc• . ,-􀁾􀀠STATE. OF TEXAS 􀁾􀀠. 􀁾􀀢􀀬􀁱􀀺􀀺􀁩􀀠􀁾􀀠􀁾􀀠My 􀁃􀁣􀁭􀁮􀁜􀁉􀀢􀁾􀁬􀁯􀁮􀀠􀁅􀁸􀁰􀁬􀁲􀀹􀁾􀀠0·22·97 􀁊􀀭􀀺􀀾􀀢􀀭􀀧􀁾􀁩􀁽􀀮􀀢􀀢􀀢􀀠. Prra.,ler
FacUitIes Agreement -Page 15 or 15 NOARYFUBUC, State of Texas 
CHAPTER XX PROCUREMENT OF PROFESSIONAL SERVICES SECTION I. DEFINITION OF PROFESSIONAL SERVICES Professional Services are Ihose services performed by an Indil'idual Or group of individuals
where education, degrees, certification, license andlor registration is required for qualification to perform the service. The service is usually 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 CMI Statutes). SECTION 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 Ihe professional fees are consistent with, and nol higher Ihan the published recommended practices
and fees of Ihe various professional associations and do not exceed any maximums provided provided by slate law. B. Professional services are defined as those performed by a certified
public accountant, licensed arcbitect, physician, optometrist, surgeon, registered surveyor, engineer or any group or association thereof. SECTION 3. 􀁐􀁒􀁏􀁃􀁕􀁒􀁅􀁾􀁛􀁅􀁎􀁔􀀠OF ARCBlTECTURAL
• ENGlNEERING SERVICES (VTCS Article 644·4) A, When procuring architectural or engineering sen'ices, the entity shall use a two·step selection process. First, the entity sball select
an Individual or firm capable of performing the sen'ice, on the basis of demonstrated competence and qualifications. The entity shall then enter into negotiations on a contract at a
fair and reasonable price. B. If the entity is unallie to negotiate a satisfactory contract with the most highly qualified Individual or firm, it shall formally end negotiations with
that 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 XllliI. SECTION 4. PROCUREMENT OF
ARCBlTECTURAL OR ENGlNEERING SERVICES -FEES ESTIMATED TO BE UNDER S15,000 PER YEAR. The Town's st.ff sban solicit proposals from qualified professionals)lnd the director of tbe using
department will select an individual or firm capable of performing the service, on the basis of demonstrated compctence and qualifications. The department director will enter negotiations
with the selected individual or firm and follow the procedures established by the ACT, above. SECTION 5. PROCUREMENT OF ARCBlTECTURAL OR ENGlNEERING SERVICES· FEES ESTTh:lATED TO BE
S15,OOO, OR MORE, PER YEAR. A. An advertisement shall be placed with a newspaper, normally used for legal advertising, Adopted 5/95 PAGE XX·! EXHIBIT 2 TO THE MASTER FACH.!TIES AGREBMBN'{'

,• CHAPTER XX PROCUREII-mNT 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 leas! one week prior to the date Statements of Qualifications arc due. B. The Request for Qualifications (RFQ)
shall contain sufficient information to inform potential architects andlor engineers as to the type of project, scope of services to be performed, and the selection criteria to be used.
The RFQ will give the relative importance, or weighting, .ssigned 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 tbese 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 a"ailable to accomplish the assignment, within the time to be allowed
by the Town, and the firm wltl be able to provide continuing sen'ice. 4. Previous clients, for similar projects, express satisfac!ion wilh the firm's work. 5. The firm's response, as
percell'ed by the Town's staff, is complete and of acceptable quail!)'. C. An engineer or archi!ec! may be selected after the evaluation of Statements of Qualifications or It may be
necessary to interview se,'eral of the firm's and further evaluate them On the basis of the interview or a presentation, narrowing the field until one firm is selected for negotiations.
D. When negotiations arc successfully concluded, a recommendation will be made to the City Council that a conlract be awarded to the chosen firm. A tabulation showing all of the firms
submitting Statements of Qualifications and each firm's score, by criterion,wilI be attached to the recommendation. SECTION 6. PROCUREII-lENT OF PERSONAL AND PROFESSIONAL SERVICES, OTHER
THAN TROSE EXEMPTED FROM COMPETITIVE PRICING . A. Professional services, other than those named in Ihe ACT, may be contracted through the use of Request for Proposals (RFP) and selection
should be made on Ihe basis of criteria similar 10 those for Engineers and Architects; however, cost should be an additional criteria, in addition 10 those criteria used for Engineers
and Architects. B. Services with fees under $15,000 per year may be solidted, evaluated, and awarded by tbe Town's staff and the using department's director, similar to the selection
process for Engineers. and Archilects. Adopted 5/95 PAGE XX-2 
CHAPTER XX PROCUREM:ENT OF PROFESSIONAL SERVICES (cont'd) C. Services witb fees of $15,000 or more shall be ad,'ertised in fwo editions of tbe newspaper, one week apart, tbe last advertisement
to run at least one week prior to Ihe due date for RFP's. The selection process ...HI he similar to Ihal used for Engineers and Architects, and after negotiations are successfully concluded
the City Council sball be asked to award a conlract. D. Below are some of tbe services held to be professional services In Texas cases or Attorney General Opinions, according 10 the
LBJ Scbool of Public Affairs, Advance Public Purcbasing course: Abstracters, Appraisers, Artists, Attorneys, Auditors, Construction Manager CODSultants, 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 Tbird Party Administrators . • Adopted 5195 PAGE XX-3 
LAND IJESCIUPTION TR....r.r 1 1l0NG ;> 􀁉􀁲􀁾􀁣􀁴􀀠01 lanll $itllaled in the G, W, Fi,her Survey, Ab,rrac! No, 4B2" in the CilY 01 AddiM'n, Dalb, Cnunty, Texas, 􀁾􀁮􀁤􀀠being "II 01
􀁌􀁯􀁴􀀮􀁾􀀠11, 12, and 0, "i Block II, a.nd Uli' 5,6, o{ 7 (lr Block D. and a pm\i,," u{ L,'l S o( Btuck D. in Julio.n'n Addition. an additiOn tIl the City of AdJison. 3' rccurJed in
Volume 1, P,se 􀀵􀁽􀁾􀀠of the M.,p Records of 0,11", County, Texa" aI.o being. porlinn Ilr Ct..... Stree! a< abanllonod by the Town of Add1snfl H!(. evidenced by in.strumenf recorded
in Volume 91118, 􀁐􀁡􀀺􀀬􀁾􀀠1571 uf the Deed 􀁒􀁾􀁣􀁣􀀮􀀩􀁲􀁻􀁬􀀭􀀮􀀠t,r Dall:.t!> C"unty, Te.lCU, nnd being part of • tract of land .tanding in the ..me of Opubco Properties. Inc,
a" ">iden,;e.! hy ill5lrumcnl recnrdcd in Vol""," 1\4151. P.gc 3li19 ,)1 tbe Deed Record., of 􀁄􀁡􀁬􀁬􀁡􀁾􀀠OlUn.y. Tex.•" ano he109 .twre l"'rticUbdy d«aibeu a, fullow.: BEGINNING at
a 1/2 inch iron n,..! rullnd at the iatersection "f the "orth right."f-way liDO (l( tbe!it. I...'mi••nll Southwestern Railro.d, • 1m fool wide right-of.w"y, with the em line of. 2!)
foot aUey in Bhxk B Ilf 􀁾􀁡􀁩􀀬􀀱􀀠addit;nn; THeNCE N",tR 00 U"!!l'=' 01 ",tnmo :19 ,cconw. Ea.1 .Inns the ea." line of siid 20 foot alley 􀁾􀀠di<!anc. "I' 739.37 reel to a 1/2 inch
it". rod ,et with "Huitt·Zoll."," car in the M,utb right-of.way line of Milurrd Screel os 􀁣􀀮􀀧􀁬􀁡􀁢􀁬􀁩􀁾􀁨􀁥􀁤􀀠by In!ltu",ent til the Towll oC Addijoc. Tc""" ... recmued In Vulumc
91118, P"Ile l507 (lC tb, !Xed Rcwrd., of Dalla., County, Te>:a.; TIIENCE Soulh 89 􀁤􀁥􀁾􀁜􀀧􀁃􀁥􀀮􀁾􀀠49 minutes 12 􀁾􀁮􀀢􀀢Ea.'<I along Ibe south risbt-of-Wl\y line of Mildred Slreet
a ell.lano:. of 20'),14 r.ello a 1/2 inch imn rod set with ·HuiU-7..otla..... cap wt the beboio!ling oC a curve ttl the ris,ht having a ladiu.< (If 776.03 feet; . THENCE amlinuio!! alons
laid .soulh righH,f.w.y line and alone. Mid curve 10 the right throu!;h • ""nlra1 "ngle "f07 degree. 00 􀁭􀁩􀁮􀁵􀁬􀁣􀀮􀁾􀀠4S !CC<lnd<, an lll'< 􀁤􀀻􀀧􀁲􀁡􀁮􀁾􀀠or 94,98 (ect. being ,ubtcnded
hy 􀁾􀀠<hurd wltien hears Suulh SU degrce$ 1ij minute.' .'Ill "",and< E:m, ""II is 9d..92 feet in lengtb 10 a 1/2 inch iron rod w with 􀂷􀁈􀁵􀁴􀁵􀂷􀁚􀁯􀁬􀁬􀁊􀁲􀁾􀀢􀀠􀁥􀁡􀀢􀀬􀁾􀀠THENCE
South R2 J.sree, 48 􀁬􀀱􀀱􀁩􀁭􀁲􀁴􀁣􀀮􀁾􀀠1:7 S1,,,,,,,d. EL'! conticulllg along 􀁓􀁬􀁉􀁩􀁾􀀠south right-of·way line 3 di.i,n.:e of 155.79 feet !o a 1/2 inch iron lod $(Ot with "Huitt·Zoll.".-ClIp
in the we'l 􀁲􀁩􀁾􀁨􀁴􀀮􀁯􀁦􀀮􀁷􀁡􀁹􀀠linc of Qumum Drh" 14.' .,tahu.,hed by irutIumcnt to the T1111/ll. o( AddisOl1. TaM as n:corued in Volume 82.093, Page 1073 ,.f the Deed Row,&'"
or DoIW Cou:nty. Tex....,; mE:NCE Sonth 07 degree. 00 """ute, 21 ..cond$ Weu along rne said we>I righl.or-way line of Quonnn Dr'"" " di,!••"" of 226.99 feet !o • 1/2 inch imn rod i\et
wIth "Huiu-ZclIars" ClIp at tho besinning of a curve ttl thc left h.vinJ: • radiu., of 􀀱􀀴􀀷􀀲􀀮􀁾􀀹􀀠fccl; THENCE 􀁾􀁮􀁴􀁩􀁬􀀱􀁵􀁩􀁮􀁧􀀠alQng said well righl-"r·W'JY lim: atld .llm3
said c\lIVe !nlhe lefl Ihnlul.'" • ""nlraJ "n!!," of ()'j de;rc,,", 52 minutes 2:l seconds, lUI lll'e 􀁤􀁩􀁳􀀡􀁡􀁮􀁥􀁾􀀠of 176.62 fcct, being snb<endcd by a 􀁾􀁨􀁯􀁲􀁤􀀠which 􀁴􀀾􀀮􀀺􀁾􀀢􀀠South
03 decrees 34 min= 11 ...:cmw. W ••c, and I< 17<1.52 fett ic length to a 1/2-inclI irun rod "",I with ·Huill· 7..01101..." cap; TIiF.:NCE South 00 degree. O!I mu.utes 00 seconds 􀁗􀁾􀁓􀁉􀀠C')dtinlljn
s along said Wl:!t right-Df-way line 􀁾􀀠L1i.r,nce (If 131.211 feci. m " 1/2 inch iron rod round in the nonh right-or.way line "f $aid St. 􀁬􀁾􀁮􀁬􀁪􀁾􀀠and SOUlnwe<rcrn 􀁒􀁾􀁩􀁬􀁲􀁯􀁡􀁤􀀻􀀠THENCE
lImnn 66 dcgn:..􀁾􀀠4S minute.! 00 s«onds We$! along north right·or·way line or ,IUd St. Luu" "nJ Southwestern Railroad a 􀁤􀁩􀀮􀁴􀁡􀁮􀁥􀁾􀀠of 4-SMG feet to the POINT Of' flEOINNtNO
and CONTAINING (,.:'I5H a"", or lAnd mote c: 1=. 􀀱􀁾􀀱􀀮􀁡􀀺􀀺􀀺􀀺􀀺􀁄􀁬􀁾􀀱􀀠"'11"" EXHIBIT 3 TO THE MASTER FACILITIES AGREEMENT 
LANO 􀁏􀁉􀁌􀁾􀁣􀁒􀁬􀁭􀁏􀁎􀀠 TAACT2 BElNG • Irocl or I.n<l .iWoled in the G. W. Fi,hcr Survey. Ab.tract No. -IS2, in Ihe City of Addi'"n, Oall", e"Un!),. Ten>, and beipg Itil (If Lot
􀁾􀀠of Block F, and. [K,ni"n "f Lot 2 (If Bln.k F. in Julion'., Additi" •• an .ddilion \<> the City "CAddis<>n, IU ,"cnrued in V"lume 1. Poge 538 of Ihe MAV 􀁒􀁥􀀼􀁯􀁴􀁤􀁾􀀠of Dnll..,
Counly. 􀁔􀁣􀀮􀁾􀀼􀀬􀀠􀁾􀁭􀁴􀀮􀁬􀀠ll(':ing part fll three lr;t¢(..'" of land &tanding in t.hc. name 01 Opube.n Ptorctlic:!>, Inc, 􀁡􀁾􀀠(!YitlcnC'c:J by inSltument' «corded in V"IV!TI"
􀁾􀀴􀁌􀀵􀀱􀀮􀀠Page 3019. Volume 82020. Pas" 0I\lI4. ""d V"lumc fr.J12H, PnHc 􀁲􀁬􀁏􀁍􀁾􀀠,,11 "f Ih. Deed Record, of Dall ..., Cou"ly. TeXIIR and being more p:u1icularly described lIS
follow:.: BF.OINNINC; ., " '1/2 inch iron ",d let with ·Hviu-Z<.IU"""· CAp .llhe intet$<!ction of lhe east line (\1' a 2111',\,0{ :illey in Block F nf .aid .ddiclon with the .(lflh right·nr.WIIY
Ii"" of Mildred 􀁬􀁩􀁬􀁲􀁥􀁥􀁬􀁬􀁬􀀮􀁾􀀠􀁥􀁾􀁬􀁡􀁢􀁬􀁩􀁍􀁴􀁤􀀠hy in..Irumenl til Ihe Town o( o( Addiso", T..us .s recorded in Volume 􀀹􀀱􀀱􀀱􀁾􀀬􀀠Page 1567 or the Deed a.",mls or D.H,.
Counly, Texas, saki poial also being In 􀁾􀀠I'l'Itted o ..t liM of Addis<>n 􀁃􀀢􀁮􀁦􀁣􀁲􀁣􀁮􀁾􀁣􀀠C.:nlcr • Atkliwn Cenlre Thea\er 1'1,,1 11$ ,ecorded in VOIUfUC 90241. raF::ll101 or
U,C Deed Rccurw of OllIla. County. Texas;. TIiENCE Norlh 00 tl"s:rn'" 01 minule 39 􀀮􀁾􀁣􀁣􀀢􀀢􀀬􀁉􀀮􀀬􀀠Ea.1 .Iong lhe c ...􀁾􀁴􀀠line of 􀁾􀀢􀀻􀁤􀀠20 fOOl alley and tbe eaSl 1,0."
of said Addison Conferon"" Center pIal. di.l.o.ce elf 1!f3.4S feci '0 "",,,,-inch unn rod found ....be a"", southerly n"r1he..􀁾􀀠rolll"' of 􀁾􀁡􀁩􀁤􀀠Addi"", Ccm/erellCe Cellter pial;
THENCE Suuln 1\9 degre¢s 57 minutes 01 􀁾􀀢􀀢􀁮􀁮􀁤􀁳􀀠We,t alons a lIorth line of saitl Additon CClnfetena: Ctnlcf Illat u di'lonce or 80.89 feet to n 1/2 inch Irnn rod set wilb 11uitt-Zoll&1'1-C"('
I; 'nIENCE Norlh 00 dJ:g'ec, 06 minutes 05 ..,cand, W<:I>I Klong 􀁾􀁮􀀠caM Iioc of snld plat n diu.nee <>f 202.$9 (eel to A 1/2 inch i,on rod Sdt wlth 􀀧􀁈􀁬􀁬􀁩􀁬􀁬􀀭􀁺􀀢􀁬􀀱􀁾􀀬􀀬􀀬􀀧􀀠""I'
at the mOOI nortberly northe:&.!t e"rner Wd plot; THENCE SOUlh ll9 dC!!'c"," 5'J minules 55 secnmi< 􀁗􀁾")",,S !he Mrth line of said pial" dislance ,,[ 􀀲􀀮􀁾􀀴􀀮􀀵􀀱􀀠reel 10 • 1/2
Inch iron ",.1 ""I wilh ·Uuilt.Zo)l:lI'S· Cl(P in the _.t lin" "r ""ill Opubctl Pmpc:ruc." Inc. ax 􀀬􀀽􀁴􀁤􀁾􀁤􀀠In Volume 82020, P<lgI: 0t'il!II; THENCE North 00 degrccs 12 mlnmC" 2S
,",coads East along the weSI line of said OpOOco Itad a di!'l"ncc (l[ R50.70 reet 10 a P,K. nail &et in concrete h""" "r ftn,'!: I'M! at Ihe Mrtb"""'-l cornet o( .... d Opub<:o 􀀮􀁬􀁲􀁾􀁣􀀱􀀻􀀠THENce
Somb. 89 deg,ee, 05 ",inulO\ 􀀴􀀮􀁾􀀠.,coon<ls 􀁾􀀧􀁬􀀠along the 1 •. \1 mcnUoocd Opol"", Ir"d nnd the: ""rlh line of ,aid Opubeo lract '" 􀁾􀁤in Volume B202O, Page 00S4 a distance of
sro.14 reet to • 1/2 inch imn rod Act witb 'HuitI·ZoIL:tu-eap in the ""AI righl-<If.way line or Quorum Oriw '" 􀁾..tabl.igl=l by in,;!rumcnl "' lhe Town or Add;,,,", T""IJ; l.S recorded
in Volume 8:2093, I'l/Bc 1073 01 the Deed Records of Dallas County, TeXLt;. TeXLt;. THENCE Soulb 00 􀁭􀁩􀁮􀁜􀁬􀁵􀀺􀀮􀁾􀀠S5 􀁾􀁗􀁬􀁮􀁤􀁳􀀠tl seconds West along the west rigbt-of.way line
or Ouorum Do"" " .u:.tloce of llJ89.!l6 feet to a 1/'1. inch iron rod ",I wilh 􀂷􀁈􀁵􀁩􀁬􀁬􀀮􀁚􀁉􀀮􀀮􀁮􀁾􀁲􀀺􀀨􀀠cap al tit<: beginning of a curve to 􀁴􀁢􀁾􀀠ri..:bl hamg II. I1!diu.
(If 1392.:W 'eel; THIJ.NCn "'....tiIlUixlg along said west njlht-of-way linc and along !'aid CUM! 10 lb. right throllllh 3 ""Iral angle of 06 degreC$ 􀁯􀀮􀁾􀀠minute< 10 =mul.., an ....0
dW.""CI: tiC 141.I1U r""l, bdllll .uhtcndcd hy a chord which heM< South frJ degt= 􀁾􀀷􀀠",inut"" 411 second., 􀁗􀁥􀀮􀁾􀁴􀀮􀀠and i< 147.l13 feot In l.:nj,'th III a 1/2 inch unn ".,het
wilh "H\I;n􀁺􀀬􀀬􀀢􀁾􀀧􀀠<:lip; THENCE South f17 degrees 00 mmlltcs 23 $CC\1IId:! Wc:II ulnlinuing along the wesl rlght-or-way liM of Quorum Drive. distance of 12.Z7 reot 10 a I/ll"en
Iron rod roe\ wilh "Huitt-ZolIau" cap in tbe s.Ud "'mh rignl-nr.W;IY line u£ 􀁍􀁩􀁉􀁾􀁴􀁥􀁤􀀠SIr",,!; 
'. THENCE Nmtb 82 degree!'} 4.,q minute:". 'Z7 􀁾􀁴􀀺􀁵􀁬􀁕􀁢􀀠\I..'(.I;t al{lng the Nncth 􀁴􀁩􀁳􀁨􀁴􀀮􀁯􀁲􀁾􀁷􀀳􀁹􀀠lin!.! (,( Mildred Suc.:t a ..1<""""" of 155.53 􀁦􀁾􀀢􀁬􀀠h) a 1/2
inch 􀁪􀀬􀁾􀁦􀁴􀀠roJ <01 with 'Hui(t-Zoll.,,' eap 􀁾􀁉􀀠the l><ginning of , curve '0 the I.rl h.ving a 'adi\lll of 1\56.03 rat; THENCE l"mjnujng along uid north right-of-way li.oe and
along said curve to tile lert through a cent,,,l angle ,,{ (f7 degrees 00 minutes .\5 lleconds, an arc dist.ncc of 104.77 fecI, beins .ul:>!cndcd by II ehn.d whicb 􀁨􀁣􀁾􀁔􀀮􀀼􀀠N'orth
86 degrees 18 minute. 50 seconds West. and t, 1U4.71 fccl in lensth tn. 1/2 inch Imn mtl.el with "HuittZollars· C<:Ip; TIl ENCE No,th H'J degree 49 minute. 12 .wound, We., oonti.ulng
along the north ,ighl-of-way line <>f Mildred St.oe! " <futon.. of 209.35 fccl to the POINT OP BEGINNING alld CONTAINING 21.2.SS """' ,,( bnd mm" or 􀁉􀁾􀁟􀀢􀀢􀀮􀀠
IAl'D DES<.:KlI'T(ON 􀁔􀁒􀁁􀁃􀁔􀁾􀀠BEING a trlC( of land .ilu"I.d io Ill< C ...... r-lw,r Suncy, AI>,trocl N". 4lI2, in the CilY of Addi.",". Doll"" OlUQty. Tex .... and being p:trl
,,!IWll tracll at 1.lOU! ltanding in the Mmc or Ol'ubcn Pmpcrlic,.lnc. a< 􀁣􀁶􀁩􀁤􀁣􀁮􀁣􀁾􀁤􀀠by inlll'llm,nts recof(kd in Volum" 􀀸􀀴􀀱􀁾􀀱􀀬􀀠PIfIt .'>619. and Volume 820211, Page
0084 all of Ibe Decd Record, or Dalla.< County. '1'""". 􀁾􀁮􀀢􀀠he!,,!: more l'"rliC'lllA'ly de=it>cd 􀁾􀀮􀀠["UuW!': BEGINNING at 􀁾􀀠1/2 inch iron rod A<t with ·Hvi".z.,U...• cop a'
the intersection of 􀁉􀁨􀁾􀀠""rll> rieht.nf.way 􀁬􀁩􀁾􀁣􀀠or the 􀁓􀁾􀀠Lnui, I1Jld Snulh"",slerll Rail'MU, a 100 (,'lO1 wide riehl.oC.way, with east rigbt-<lf·.,oy line of Uuorum Drive
as ""labti.hcd hy in,,,"umenllo the TOW1' "r Addi.un, Te..., "" recouled in Volume 􀀱􀀱􀀲􀀨􀁾􀀩􀀳􀀬􀀠Page Hl77 ur Ihe Deod Records of Dalla. c.ounty. T."", THE.NCE l'Jorth (l(l rninw.es
OB secoOOs 00 $Qo;;...c. Ea.( akmg the co"t riJ;ht·"f.w"y line (If Uuururn Drive a oJis.IaQc<: oC 96.69 feel 10 a 1/2 inch it,,,, mil set with ·liuin·Zollars" cap at tho beginning oC
a curn: 10 the right having a 􀁲􀁾􀁤􀁬􀁵􀀮􀀼􀀠of 1392..39 feet; . THENCE continuing 􀁡􀁬􀁯􀁮􀁾􀀠􀀮􀁾􀁩􀁤􀀠ca.\t right·or·way w.e 01 QUClrom DrM: and along s,,Jd curve to the tight through
a central 􀁾􀁮􀁧􀁬􀁾􀀠<'f 06 deg,.es 52 minute. 23 '0<="1'1<1.<. an ate distance of ln7.n::I feet, oollg <ubtended hya chllrd whick bears Nottb 03 degree. 34 􀁭􀁩􀀢􀁵􀁴􀁾􀀧􀀠12 .e""n<h
East, And i. 166.9:1 feet in length (0 a t/2 inch iron md .cl with ',Hailt.ZoDars· car; TIIENCE North r:n 􀁤􀁣􀁧􀁲􀁥􀁥􀀮􀁾􀀠00 mjOlttes 23 ,""con,,," EaSI e<>ntm";ng ato,,; Ihe ..,,,,,1
tight""r'WllY line "r Q"mum Driv<: a distance of 31!l.:2ri 10 a 1/2 inch in)o tod sol with 􀀧􀀱􀀭􀁉􀁵􀁬􀁵􀂷􀁺􀀮􀁯􀁕􀁡􀁾􀂷􀀠cap .1.t (be beginning of a curve 10 Ille loli 􀁨􀁾􀁩􀁮􀁬􀁬􀀠A
tadiu. of 14n39 Ceel; THl!NCE continuing along ."id ca:<l rigbr",r."",y liDe of Quorom Drive IUId along said ell1Ve 10 the left through a cent ....l angle ,,{ On dCllfces os minute.
10 ",",cnd>, an .,. di:<lance or t56.40 flXl. being .<uO<cndco.l oy a churd wlikh beus Nol\b 03 dc8r<:e" 51 minutes 􀀴􀀮􀁾􀀠secuod. EiI.'t, lind is 156.33 (L-.;t in length (0" 1/2 inch
iron "xl ,el with 'Huitt.ZulI.nr' CAp; THENCE North 00 degrce$ 5S minute.; 13 􀀧􀁾􀀮􀁉􀁬􀀼􀁬􀀼􀁬􀀧􀀠E"'t c.Ilotiouiog !!.I,,,,!: lhe e",o;t r1W>t-<>(.WHY line "r Quorum Dove A di'lance
of 10K').9') tect to u 1/Z inch Iron roo 0« wilh '11 uill-7.o11.,.· cal' in Ibe north line o( said Opubco troa Ill! r.corded in Volume lt2lIW, Page 0681; THENCE South 89 d"\:fCC-' OS
mmllt.., 4S seconds East along Ihe north line 0( said Opubco IUd a ru,l3cte ,,1 543.53 Feet to a IS' 􀁨􀁾􀁣􀁫􀁢􀁥􀁲􀁲􀁹􀀠""'" ftc"" which. 1/2 ioch irOI\ ro<! $et with 'ran<lOtn' <'Or
he"", NorLh H9 􀀢􀁣􀁾􀁲􀁣􀀢􀀬􀀠0.5 minute, 45 ",.."nd. West a dilltllncc of 2.00 rect; THENCE Suuth IXl degrees 55 minutes 13 le<:oods WC&I a distance of 1561.41 fcct to a 1/2 inch irun
rnd ,.1 with "Huitt·Zollar_' ClIp illlbc DUrlb 􀁲􀀴􀁣􀁢􀁬􀀢􀀮􀁲􀀮􀁾line nC uid St. Louh .nd Soll\hWJ;>it=rn 􀁒􀁡􀁩􀁬􀁲􀁲􀁾􀁡􀀼􀁬􀀠\0 a point lor a corner; THENCll SIlUth 66 det\tea 45
m.inul.' 00 $econds West alO1lj1lhe norlh une or Slid Sc. Lmlt .nd S'>Ilthwc"crn Rallroad a distance of 648.95 feet to Ih. POINT OF BE01NN1NO and CONTAlNINO 21.417 8em or land mOte ur
􀁬􀁥􀁾􀁾􀀮􀀠,.' 
ADDISON URBAN CENTER COST PROJECTIONS OF 􀁾􀁒􀁁􀁓􀁔􀁒􀁕􀁃􀁔􀁕􀁒􀁅􀁉􀁍􀁐􀁒􀁏􀁖􀁅􀁍􀁅􀁎􀁔􀁓􀀠06121195 PHASE I ITEM BASE COST EXCESS COST TOTAL COST Quorum Drive (1650 L.F.) $464,000 $464,000
$928,000 Mildred West of Quorum (3611 L.F.) $140,000 $140,000 $280,000 Quorum Rotary Open Space (0.58 Ac) $468,000 $468,000 $936,000 Bosque Park (0.96 Ac) SO S535,000 $535,000 Street
R· 3 (425 L.F.) SO $445,000 $445,000 Street R· 4 (575 L.F.) $0 S596,000 S596,000 Street M· I (680 L.F.) SO S780,000 $780,000 TOTALS $1,072,000 $3,428,000 $4,500,000 EXHIBIT 4 TO THE
MASTER FACILITIES AGREENENT 
• PHASE II ITEM BASE COST EXCESS COST TOTAL COST Quorum Drive (2075 L.F.) $260,000 $260,000 $520,000 (1/2 of street) Mildred East of Quorum (419 L.F.) $159,000 $159,000 $318,000 (West
of Spectrum) Spectrum (1275L.F.) $182,000$182,000 $364,000 East Mildred Open Space (1.13 Ac) $305,000 $305,000 $610,000 Quorum North Park (0.69 Ac) $0 $295,000 $295,000 Mews Park (1.43 Ac) $0 $675,000 $675,000 R -2 (525 L.F.)
SO $270,000 $270,000 R -3 (400 L.f.) $0 $205,000 $205,000 R -4 (630 L.f.) $0 $322,000 $322,000 R -5 (325 L.F.) SO S166,000 $166,000 M -2 (1275 L.F.) SO $624,000 $624,000 Mildred east
of Spectrum (590 L.F.) SO S131,000 $131,000 TOTALS $906,000 S3,594,000 54,500,000 Note: Tbe above cost projections include costs for private utilities, engineering, special plan review,
independent inspection lind construction C03ts associated with Phases I and II of the Urban Center. 06/22/95 
SCHEDUI-E FOR '>ARKS AND OPEN SPACE IMPROVEMENTS ADDISON UlmAN DISTRICT . -.lUNE21,1995 1.) Quorum Rotary (0.58 Ac) 2.) Bosque Park (0.96 Ac) SUDTOTAL PHASE I 3.) Quorum North Park 􀀨􀁏􀀮􀀶􀀹􀁁􀁾􀀩􀀠
4.) EllSt Mildred Open 􀁾􀁰􀁵􀁣􀁥􀀠(1.1J .o.c) 5.) Mews Park (iA3 Ac) SUBrOT AL PHASE II TorAL MJNUMDM ALLOWANCE 870,000 500,000 1,310,000 290,000 580,000 650,000 1,520,000 2,890,000
MAXIMUM ALLOWANCE 1,000,000 510,000 _ 1,510,000 300,000 640,000 700,000 1,640,000 3,210,000 Estimates include ell costs associated with bid document preparation, construction, inspection,
utility service, ctc. necessary to complete the parks. EXHIBIT 5 TO THE MASTER FACILITIES AGREEHENT 
c> -/t:.uz r:2cfrS 4c:u1kv.-1 "-,r:;;,£1􀁾<-L 􀀿􀀻􀁲􀁾􀀯􀁾􀁳􀁊􀀠e.g! 􀀳􀁾􀁏􀁏􀁏􀀠􀁤􀁾􀀠I't'lAL ':?V-"-1 􀁾􀀯􀁡􀀮􀁦􀀡􀀠􀀿􀁾􀁨􀀮􀀯􀁊􀀧􀀼􀀡􀁗􀀯􀀺􀁺􀀻􀀮􀁾􀁪􀁩􀀭B""""L 􀁁􀁾􀁾􀀠􀁉􀁾􀁯􀁯􀁯􀀠5'<7-s",;1fJ
􀀶􀁴􀁕􀀻􀀯􀁾􀀠500 0, 􀀷􀁾OOD 
PHASE I ADDISON CIRCLE -PUBLIC INFRASTRUCTURE SECOND COST RECONCILIATION SEPTEMBER 6,1996 Phase I Improvements Remaining Bosque Park Allowance Rotary Feature Allowance Design Engineering
Construction Inspection Allowance Geotechnical Allowance Street Lights & Power by TU Allowance Security/Event Fencing Allowance Water Tower Site Restoration Allowance Tree Lighting Phase
I Allowance Furnish Bricks -Phase I TOWN OF ADDISON COLUMBUS $2,742,848 $425,000 $1,000,000 $112,152 $150,648 " $90,000 $20,000 $110,000 $6,000 $15,000 $76,500 "" $200,070.10 "" TOTAL
$2,742,848 $425,000 $1,000,000 $262,800 $90,000 $20,000 $110,000 $6,000 $15,000 $76,500 $200,070.10 ISubtotal Phase I $4,500,000 $448,218.10 $4,948,218.10 I Other Items: Offsite Utilities
(Sewer & Drainage) Phase II Utilities (Sewer & Drainage) Phase II Streetscape Phase II Lights from Rotary to railroad on the eastside of Quorum $78,260 $78,260 $83,840 $83,840 DELETED
$20,000 """ $20,000 ISubtotal Phase II/Offsite $182,100 $0 $182,100 I ITOTALS $4,682,100 $448,218.10 $5,130,318.10 I " Eligible for Reimburesment "" Elegible for Reimburesment if competitively
bid -Reimbursement/Participation capped at $4,500,000 """May still owe TU Electric for light that were ordered 
PHASE I ADDISON CIRCLE· PUBLIC INFRASTRUCTURE SECOND BID RECONCILIATION SEPTEMBER 6,1996 Gibson & Assoc. Base Bid after change orders 1 & 2 Fumish sidewalk pavers Furnish street pavers
Install street pavers Install pedestrian pavers Delete warning striplAdd bricks/Subbase Contingency Recommended Award Bid Reconciliation Phase I Improvements Offsite Utilities (sewer
& drainage) Phase II Utilities (sewer & drainage) Phase II Streetscape (East side of Quorum) Electric (Addison Rd to Water Tower) Paving & Streelscape (West side of Quorum halfWay to
Rotary) Furnish Pavers $2,857,018.24 $122,492.70 $77,577.40 $29,568.11 ($14,867.12) $13.230.00 $20,000.00 $3,105,019.33 Town of Addison Columbus Total $2,655,578.00 $2,655,578.00 $78,260.00
$78,260.00 $83,840.00 $83,840.00 DELETED $36,720.00 $36,720.00 $50,550.00 $50,550.00 $200,070.10 $200,070.10 ITotals $2,904,948.00 $200,070.10 $3,105,018.10 I 
1995 BOND SALE SUMMARY SEPTEMBER 12, 1996 PARKS BONDS Bosque Park GENERAL OBLIGATION BONDS Quroum Drive (Addison Circle) Mildred (Addison Circle) Street R-3 (Addison Circle) Street R-4
(Addison Circle) Mews Street (Addison Circle) Storm Sewer Addison Circle, offsite Landmark Wellington Center Connection South Midway Drainage Contingency Subtotal General Obligation
Bonds Subtotal Park Bonds Total 1995 Bond Sale $500,000 $928,000 $280,000 $445,000 $596,000 $780,000 $287,000 $1,400,000 $1,100,000 $295,000 $6,111,000 $500,000 $6,611,000 
ADDISON CIRCLE PHASE I PUBLIC INFRASTRUCTURE FUNDING SUMMARY SEPTEMBER 13, 1996 Bosque Park Quorum Drive Mildred Street R -3 Street R -4 Mews Street Rotary Park TOTAL $500,000 $35,000
$928,000 $280,000 $445,000 $596,000 $780,000 $965,000 $4,529,000 1995 Park Bonds General Funds 1995 G.O. Bonds 1995 G.O. Bonds 1995 G.O. Bonds 1995 G.O. Bonds 1995 G.O. Bonds General
Fund 
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 (12.5 % reduction), = $2.999 million. Example 2. Default during
Phase II (less than 1,000 dwelling units have received certificate of occupancy approval). Gaylord and Columbus constructs 500 dwelling units inphase 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 II (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% reduction) = $250,000. EXHIBIT 6 TO MASTER FACILITIES
AGREEl\1ENT 
JJRBAN CENTER -PIrnIJC LANI:!SOAPE MAINTENANCE SCH!ID!US LANDSCAPE MAINTENANCE The following minimum stand!l.rda 􀁯􀀡􀁝􀁡􀁮􀁤􀁳􀁥􀁡􀁾maintenance .hall be employed: PART 1 -GENElll.tUI
L1 SCOPE: A. Complete exterior landWlp$ mainl:anJl.nee III spl'lCi.l'1od ud ahowu on all da....-elopment plaM ror the Urban Center Distrlt:t. B. Keep all landscaped I\.reIlJI in a healthy
and neat eondition. to Part 4. ScheduJ.os herein. Refer a. InI:ludo 􀁾Cl)rtillmtion, pruntng. Bpl'a,y1D& 0V8l'I!e0dtIlg._din" borbieide Il.ppUclrtlotlll, bed 􀁾􀁯􀁮􀀮edging. and. litter
removall:n landscape 8l'Q8JI. D. Coordinate malnte!lAIlC8 schedule toll!lBUl'9 a minimum amount or Ineonvanienee to facility operators. 1-2 IlAl4A.GE: City ill nspoDl!ihls tbr repalrlng
any damage tha\ results trom the maintenance operation. PART 2 -pBODlrars U OOMMERCW. FERTILIZEB: Shade 'I'rge8, Groundcove:ra, and Non-FloWBrlng Sbrube: 1JS-5.10 element percentage
(8 112 ratio) with a minimum '"" sulphur and 􀀴􀁾􀀠Iron plus trace elsme:nt.s. NlIirogan lOurcG to be at; least 􀁾􀀠IIlow relOalle UJ"C.8.!ormaldsb;rde (UF) or Sulfur Coated Area (SOU).
B. Flowering TN.., Floworing Sh:tubII. ptl'$Dnjale, IIlld AnuuuJa: 1020-10 elaml!t'!t pereentllg!! (1-2-1 ratio) with t:neG elemanb pll.ll minimum 􀀸􀁾􀀠eu1f\1r and <It,(, Iron. c. Azaleu:
?fOOl Acid Azalea and Camellia rertili!er, li-20-S an.alyBls plw! element8.. \ -1EXHIBIT 7 TO THE MASTER FACILITIES AGREEMENT 
2.2 HERBICIDES: J.. Shrub and Groundeovcr Bede: L Pre-emeJ'gent;: Daethal 􀁧􀁲􀁡􀁵􀁾􀀮􀀠2.3 PESTICIDES: A. Spray fL!I required for safe control oCtha particular1nseet or dll5ea.se that
may intsst tOO plantings. B. Complel:6 􀀸􀁰􀁲􀁬􀁬􀁹􀁩􀁮􀁾􀀠with & 􀁬􀁬􀁣􀁥􀁾􀀠applicator. 204 BED JlUI.,CID A. Shredded Pine Bark tnini-nuggeta to metAl e:dstini. PART 8· EXECU'llDN
8.1 WA.TEBING: A. Cheok operation or the autom.af:lc irr:IgatioD. ayatem and aiijuIt timbJgurequired. B. Tab into COMlderation specific II1to conditioM and compeD!lsto 􀁾􀀧􀀮timing far
areu in sharle, sloping fIl'IlU, and weather conditions. C. Procram the controllar ISO plant and lawn IIl'II8lI racelve an inch to an iru:h IUld one-hill! of water per WHlt. Befer to
manu!acturer for preaipitatlon rAtes of tba eprlnldcx head&. D. 'VlmaIIy check the I!!)"IItam _XIY durina'tb4 I'U%IllIlIl1' months and montbJy December throueh Marth. E. Promptb" repair
&q damagQll to I,71Item and remedy operation problema. Gencal: Rofer to Pari Schedulae rar fortiIizar fortiIizar applli;atiol1 inte:miIa. Water th.orouabJ: after each appUeltiOn. B.
Shade Trooe: Fertilize 1llDua.\J;y at the rate of l.5 lb. pu Inch or tree 􀁾by unit'orml;r broe.dcutl:ng fertlliHr &l'OUlld the drip liuoC the me. UN S 1.fJ l'ado. .2
O. Bprlng Flowerlni 􀁾Shruba, Annu.alll and Perennials. In beds, uni!orml;r BpToad 􀁲􀁾aI> the fate or 8 lha. per 100 eq. It. For 􀁾broadcut uound the drip line at the rate or lIb. pol'
inch or tree callper. 3.3 PRUNING: A. Treee: Complete this work with experienced tree pru.n.!ng personnel oIlly. In general, thin out and remove any dead 'MXK1 and llhape to ma.\ntaln
lI1=etl7. DO NOT SHEAR OR TOP TREEB. B. Sprlng Flower\nr Tree. and Shrube: Complete pru:o.in{ e.a noted abovo after bloon:ibl&' perlod. c. Ewrgreen Shruhs: Prune Ilelectively BIJ thalt
growth warranlAl to remain inbountbJ and to eventually torm a eolJdJD.1181. Remove anydead woods BIJ needed. DO NOT SHEAB. D. QroundcoTer; During pwingll64llaD, Bbear to remain In bountbJ.
Complete major pruning in ee.rly 'Prin" Shear Lirlope and Aalan J'!I!!!iml to .. height of 6: in earJ;y epri.nr-E. ParennW!I: Cut offand c'IJspQee ofdaM top srow!:h afblr ftrat lroat.
Bem<lve blooms as they tada throughout tha aaason. U PEST OONTBOL: B. Ce.reft.db' follow label label InJ!t:ucliODll and eompl.etA aprqi.Dg with liceDBed personnel only. 3.6 WEED OONTROL:
A. Apply herbicidBe by II. JjceJllllJd operator as outlfned In PIIl1: .. 􀁾􀁵􀀮􀂷􀀠Cmtu:llr follow lAbel hmruqigpa. Replace any d'",lpd plant matoriala at no eoot to tho Owner. S.6 WEEUINGtUULTlVATIN
G: -
D1eeontlnue groundcoVllr bed cultivation once groundeovarslahrube bAve covered. 8.'1 OLEAN UP/Ll'l'l'ER REMOVAL: A Clem up and haul off aU debris resultina' tram th.a mainten.tI.nCG
operation plll8 any debris whlcb lX1lI3' have a.ccumulated in the plant be<l.& 8.8 BED J4UL(lH:: . A. Add mulch ma.teriaI. to abrub IUld groundeover bedt! M needed to mainWn two inCh
layer ormulch OVIIl' the planting IiIl'eA. B. Diwlntinua mulching when plantll eaver ground aurfacu. 3.9 ANNUAL FLOWERS; A. Plant llIlIluals 815 scheduled In Part 4. B. 􀁾\)Olor and
t;ype with Thmloper. C. Cultivate 00ds with 1 ineb p"s.t moft, 􀁴􀁨􀁏􀁬􀀧􀁏􀁾m.i%oo, prior to each chanp..out. D. Fertilin &.II noted harein. END OF SECTION 
".. l ..􀁉􀀡􀀮􀁾􀀮􀀮􀀬-1C1!'tOtJU-8 4.l /'AA1NTENANOE SCHEDULE TASK J¥I F.b Mar Apr ...... y .III" Jul Aug t.p Ocl "IOV Dec fEATILIZa · ' i SIlad. 1rvet • Sj:)rlng flowerlng '!.+:Z I
.11-lw l RAYlOI 71'0$ &. Slrubll Afl; R'·:...! " ._. , Trll Ctapei'l\yrtle I ...(1-:1"1 􀁾., I , Q!rubll/OrQUndcovIH C3-t-a RAllO! ... -r.·I •• f Annual' . .11-2--1 AA11C . U-2-1 RAnor
Pttfennllla • u-:r-1 RAnI» • JiIZRWCID!9 I I · Poi! EtTIe/glnt 􀀴􀁊􀀭􀀭􀁾......􀁾􀀮􀁾􀁾••􀁾􀀭􀀭􀁾􀁾􀀮􀀭􀁾􀁾􀀠􀁾􀀠Shrub,/Grcuri':\c<lV'" • • • • · PI!STICIDES -. .--..-(.... Af!Ql.llIS»
-􀀭􀀮􀀭􀁾􀀬􀀠-, .... " .. PRUNING fi Shad. T(11i1 •, 5prlng FlowerIng 4..----..􀁾􀀠t Tr... 110 Shrubll I ....TE1'I B''''' ... f Evergreen' . 􀀮􀀮􀁾􀀡􀀬􀁾􀀡􀀧􀀬􀀡􀀡􀁅􀁬-......􀀴􀁾􀀠.......-..........
.--􀁉􀀭􀀭􀁾􀁉􀀠· Shrub,/GrQundcQVIr: Trtl Crapemyrtl. If-.f._____ 􀁾􀀠• I •! tJlS.cwl Stx:lEA GflOWM : tI.EAN"UPfUTTER .....--...-.... ._........---••• .4.... ...... -----.. -·--4 ·
ReMOVAL , IIFiRIGATION CHECK • • ....,--....... _. IWEatLYI • 􀁾􀀭􀀭􀀭__w ..w...􀁾􀀠-it • • tiEtltll1IlI! IC!..OWER PLA.NTING • 􀁾􀁾􀀠• , , "I 
DEED OF TRUST TO SECURE PERFORMANCE STATE OF TEXAS § § KNOW 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 mail ing address is , and his substitutes or successors, that certain tract or tracts of real 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, privileges and appurtenances thereto belonging, unto the said Trustee and
to his substitutes or successors forever. And Grantor named herein do hereby bind themselves, their 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 Colwnbus 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 funds for the development of public infrastructure and improvements necessary for the development 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 
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 written 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 annount 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 evidence of the truth of the matters therein stated, and all prerequisites to said sale shall be presumed to have been perfonned, 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 defined). Notwithstanding the proVISIOns of the
immediately preceding paragraph, all 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 annended or succeeded) relating to the sale of real estate and/or by Chapter 9 of the Texas Business and Commerce Code, -2
as amended, relating to the sale of collateral after default by a debtor, or by any other present or subsequent Jaws. 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 to Secure Performance shall be covenants running 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 􀁐􀁲􀁯􀁰􀁾􀁲􀁴􀁹􀀬􀀠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 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. The lien of this Deed of Trust and JIi rights of Beneficiary hereunder
are expressly subordinate and inferior to the lien described on Exhibit B hereto (the "Superior Lien"), and Beneficiary, by acceptance hereof, agrees to c,c<:ute any document reasonably
requested by the holder of the Superior Lien to evidence such suI-ordination. Beneficiary, by acceptance hereof, further agrees, when requested by the holder of 􀁴􀁨􀁾􀀠Superior Lien,
to give such holder notice of any default by Grantor or Obligors in accordance \\ ith the terms of the Development Agreement and to permit any such holder the option to cure ,uch default
in accordance with the terms of the Development Agreement. 
EXECUTED the __ day of _______, 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:
DA95 1910338 0112953101 186:3012-3 -4
PHASE I ADDISON CIRCLE· PUBLIC INFRASTRUCTURE COST RECONCILIATION MARCH 12, 1996 Phase I Improvements Remaining Bosque Park Allowance Rotary Feature Allowance Design Engineering Construction
Inspection Allowance Geotechnical Allowance Street Lights &Power by TU Allowance Tall Lights for Rotary Allowance Security/Event Fencing Allowance Water Tower Site Restoration Allowance
Tree Lighting Phase I Allowance Town of Addison $2,830,400 $425,000 $1,000,000 $90,000 $20,000 $104,400 $30,000 Columbus Total $405,474 $3,235,874 $425,000 $1,000,000 $262,800 $262,800
$90,000 $20,000 $104,400 $30,000 $6,000 $6,000 $15,000 $15,000 $76,500 $76,500 Other Items Offsite Utilities (Sewer &Drainage) Phase II Utililies (Sewer &Drainage) Phase II Streetscape
Phase II Lights from Rotary to railroad on the eastside of Quorum $88,389 $103,701 $89,500 $26,600 $88,389 $103,701 $89,500 $26,600 ISubtotal Phase II/Offsit(') ____'------"'$___ ___
30,..8:.<..,1:..:;9:.::..030,..8"-.19=-::0 LI___-'-__--"'$-=-0.LI___--'---"'$___ Totals $4,807,990 $765,774 $5,573,764 
• PHASE I ADDISON CIRCLE· PUBLIC INFRASTRUCTURE BID RECONCILIATION MARCH 12, 1996 Gibson & Assoc. Base Bid $3,426,109 Selected Alternatives $91,555 Recommended Award $3,517,664 Bid Reconciliation
Town of Addison Phase I Improvements $2,830,600 Offsile Utilities (sewer & drainage) $88,389 Phase II Utilities (sewer & drainage) $103,701 Phase II Stree!scape (East side of Quorum)
$89,500 Offsite Electric (Addison Rd to Water Tower) Paving & Stree!scape (Wes! side of Quorum halfway to Rotary) Columbus Total $305,874 $3,136,474 $88,389 $103,701 $89,500 $36,600
$36,600 $63,000 $63,000 [Totals $3,112,190 $405,474 $3,517,6MI 
ITotals $2,904,948.00 $200,070.10 $3,105,018.10 I Gibson & Assoc. Base Bid after change orders 1 & 2 Furnish sidewalk pavers Furnish street pavers Install street pavers Install pedestrian
pavers Delete warning strip/Add bricks/Subbase Contingency Recommended Award Bid Reconciliation Phase I Improvements Offsite Utilities (sewer & drainage) Phase II Utilities (sewer &
drainage) Phase II Streetscape (East side of Quorum) Electric (Addison Rd to Water Tower) Paving & Streetscape (West side of Quorum halfway to Rotary) Furnish Pavers PHASE I ADDISON
CIRCLE -PUBLIC INFRASTRUCTURE SECOND BID RECONCILIATION SEPTEMBER 6,1996 $2,857,018.24 $122,492.70, $77,577.40 $29,568.11 ($14,867.12) $13,230.00 $20,000.00 $3,105,019.33 Town of Addison
Columbus $2,655,578.00 $78,260.00 $83,840.00 DELETED $36,720.00 $50,550.00 $200,070.10 Total $2,655,578.00 $78,260.00 $83,840.00 $36,720.00 $50,550.00 $200,070.10 
PHASE I ADDISON CIRCLE -PUBLIC INFRASTRUCTURE SECOND COST RECONCILIATION SEPTEMBER 6, 1996 TOWN OF ADDISON COLUMBUS TOTAL Phase I Improvements $2,742,848 $2,742,848 Remaining Bosque
Park Allowance $425,000 $425,000 Rotary Feature Allowance $1,000,000 $1,000,000 Design Engineering $112,152 $150,648 • $262,800 Construction Inspection Allowance $90,000 $90,000 Geotechnical
Allowance $20,000 $20,000 Street Ughts & Power by TU Allowance $110,000 $110,000 Security/Event Fencing Allowance $6,000 $6,000 Water Tower Site Restoration Allowance $15,000 $15,000
Tree Ughting Phase I Allowance $76,500 •• $76,500 Furnish Bricks -Phase I $200,070,10 .. $200,070,10 iSubtotal Phase I $4,500,000 $448.218.10 $4,948,218.10 Other Items: Offsite Utilities
(Sewer & Drainage) $78,260 $78,260 Phase II Utilities (Sewer & Drainage) $83,840 $83,840 Phase II Streetscape DELETED Phase II Lights from Rotary to railroad on the eastside of Quorum
$20,000 ••• $20,000 JSubtotal Phase 1I/0ffsite $182,100 $0 $182,100 I ITOTALS $4,682,100 $448,218.10 $5,130.318.10 I • Eligible for Reimburesment •• Elegible for Reimburesment if competitively
bid -Reimbursement/Participation capped at $4,500,000 "'May still owe TU Electric for light that were ordered 
• PHASE I ADDISON CIRCLE -PUBLIC INFRASTRUCTURE BID RECONCILIATION MARCH 12, 1996 Gibson & Assoc. Base Bid $3,426,109 Selected Alternatives $91,555 Recommended Award $3,517,664 Bid Reconciliation
Town of Addison Phase I Improvements $2,830,600 Offsite Utilities (sewer & drainage) $88,389 Phase /I Utilities (sewer & drainage) $103,701 Phase II Streetscape (East side of Quorum)
$89,500 Offsite Electric (Addison Rd to Water Tower) Paving & Streetscape (West side of Quorum halfway to Rotary) Columbus Total $305,874 $3,136,474 $88,389 $103,701 $89,500 $36,600
$36,600 $63,000 $63,000 ITotals $3,112,190 $405,474 $3,517,6641 
PHASE I ADDISON CIRCLE -PUBLIC INFRASTRUCTURE COST RECONCILIATION MARCH 12,1996 Town of Addison Columbus Total Phase I Improvements $2,830,400 $405,474 $3,235,874 Remaining Bosque Park
Allowance $425,000 $425,000 Rotary Feature Allowance $1,000,000 $1,000,000 Design Engineering $262,800 $262,800 Construction Inspection Allowance $90,000 $90,000 Geotechnical Allowance
$20,000 $20,000 Street Lights & Power by TU Allowance $104,400 $104,400 Tall Lights for Rotary Allowance $30,000 $30,000 Security/Event Fencing Allowance $6,000 $6,000 Water Tower Site
Restoration Allowance $15,000 $15,000 Tree Lighting Phase I Allowance $76,500 $76,500 SuIJtotal Phase I $4,499,800 I $765,7741 I $5,265,5741 Other Items Offsite Utilities (Sewer & Drainage)
$88,389 $88,389 Phase II Utilities (Sewer & Drainage) $103,701 $103,701 Phase II Streeiscape $89,500 $89,500 Phase II Lights from Rotary to railroad on the eastside of Quorum $26,600
$26,600 ISubtotal Phase II/Offsite $308,190 I $01 $308,190 I Totals $4,807,990 $765,774 $5,573,
764 1995 BOND SALE SUMMARY SEPTEMBER 12, 1996 PARKS BONDS Bosque Park GENERAL OBLIGATION BONDS Quroum Drive (Addison Circle) Mildred (Addison Circle) Street R-3 (Addison Circle) Street
R-4 (Addison Circle) Mews Street (Addison Circle) Storm Sewer Addison Circle, offsite Landmark Wellington Center Connection South Midway Drainage Contingency Subtotal General Obligation
Bonds Subtotal Park Bonds $500,000 $928,000 $280,000 $445,000 $596,000 $780,000 $287,000 $1,400,000 $1,100,000 $295,000 $6,111,000 Total 1995 Bond Sale $6,611,000 
Bosque Park Quorum Drive Mildred Street R -3 Street R -4 Mews Street Rotary Park TOTAL ADDISON CIRCLE PHASE I PUBLIC INFRASTRUCTURE FUNDING SUMMARY SEPTEMBER 13, 1996 $500,000 $35,000
$928,000 $280,000 $445,000 $596,000 $780,000 $965,000 $4,529,000 1995 Park Bonds General Funds 1995 G.O. Bonds 1995 G.O. Bonds 1995 G.O. Bonds 1995 G.O. Bonds 1995 G.O. Bonds General
Fund 
SCHEDULli FOR PARKS AND OPEN SPACE IMPROVEMENTS ADD1SON URBAN DlSmlCT . ·.lUNli21,1995 1.) Quorum !ZOIUr}' (0.58 Ac) 2.) Bosque Pack (0.96 Ac) sunrOTAL PHASE T 3.) Quorum North Park
(O.69Ac) 4.) EllS! Mildred Open Sp<lCC {I. I 􀁾􀀠.n.e) 5.) Mews Park (I.4J Ac) SUBTOTAL PHASE II rOTAL MJNUMUM ALLOWANCE 870,000 500,000 1,.310,000 290,000 580,000 650,000 1,520,000
2,890,000 MAXIMUM ALLOWAl'iCE 1,000,600 570,000 1,510,000 300,000 640,000 700,000 1,640,000 3,210,000 Estimates include all costs associated with bid document preparation, construction,
inspection, utility service, elc. neeessar}' to complete the parks. EXIlIBn' 5 'I'O 'I'HE MAS'l'ER FACILITIES AGREEHENT 
1995 BOND SALE SUMMARY SEPTEMBER 12,1996 PARKS BONDS Bosque Park GENERAL OBLIGATION BONDS Quroum Drive (Addison Circle) Mildred (Addison Circle) Street R-3 (Addison Circle) Street R-4
(Addison Circle) Mews Street (Addison Circle) Storm Sewer Addison Circle, offsite Landmark Wellington Center Connection South Midway Drainage ContingencySubtotal General Obligation Bonds SUbtotal Park Bonds Total 1995 Bond Sale $500,000 $928,000 $280,000 $445,000 $596,000 $780,000 $287,000 $1,400,000 $1,100,000 $295,000 $6,111,000 $500,000
$6,611,000 
ADDISON CIRCLE PHASE I PUBLIC INFRASTRUCTURE FUNDING SUMMARY SEPTEMBER 13, 1996 Bosque Park Quorum Drive Mildred Street R -3 Street R-4 Mews Street Rotary Park TOTAL $500,000 $35,000
$928,000 $280,000 $445,000 $596,000 $780,000 $965,000 $4,529,000 1995 Park Bonds General Funds 1995 G.O. Bonds 1995 G.O. Bonds 1995 G.O. Bonds 1995 G.O. Bonds 1995 G.O. Bonds General
Fund 
ADDISON URBAN CENTER COST PROJECTIONS OF nNFRASTRUCTUREIMPROVEMENTS 0612'lJ95 PHASE I ITEM BASE COST EXCESS COST TOTAL COST Quorum Drive (1650 LT.) $464,000 S464,000 $928,000 Mildred
West of Quorum (3611 L.r.) $140,000 S140,000 $280,000 Quol1lm Rotary Open Space (0.58 Ac) S468,000 S468,000 S936,000 l30sque Park (0.96 Ac) SO S535,000 $535,000 Street R -3 (425 L.r.)
SO S445,000 $445,000 Street R -4 (575 L.F.) SO S596,000 $596,000 Street M -1 (680 L.F.) $0 S780,000 $780,000 TOTALS SI,072,OOO $3,428,000 S4,500,000 EXlIIIHT 4 '1'0 'I'IIE HJ\S'l'ER
PJ\CILITI ES J\GREEHEN'l' 
ITEM Quorum Drive (2075 L.F.) (112 ofstreet) Mildred East of Quorum (419 L.F.) (West ofSpectrum) Spectrum (1275L.F.) East Mildred Open Space (1.13 Ac) Quorum North Park (0.69 Ac) Mews
Park (1.43 Ac) R -2 (525 L.F.) R -3 (400 L.F.) R -4 (630 L.F.) It -5 (325 L.r.) M·2 (1275L.F.) Mildred east of Spectrum (590 L.F.) TOTALS PHASE II BASE COST $260,000 $159,000 $182,000
$305,000 $0 SO SO SO SO SO SO SO S906,000 EXCESS COST $260,000 $159,000 $182,000 $305,000 $295,000 $675,000 $270,000 $205,000 $322,000 $166,000 $624,000 $131,000 S3,594,000 􀀻􀁾􀀠 􀁾􀀠􀁾􀁾􀀠TOTAL
COST $520,000 $318,000 $364,000 $610,000 $295,000 $675,000 $270,000 $205,000 $322,000 $16G,OOO $624,000 $131,000 $4,500,000 Note: The above cost projections include costs for private
utilities, engineering, special plan review, independent inspection and construction costs associated with Phases I and II of the Urban Center. 06122195 
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 million. Example 2. Default during
Phase n (less than 1,000 dwelling unlts 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 miIlion 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 unlts have received certificate of occupancy approval). Gaylord and Columbus construe!
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 subphase
of Phase II. Excess costs for the subphase = $500,000. Gaylord and Columbus liability = $500,000, reduced by 100/200 x $500,000 (50% reduction) = $250,000. EXHIBIT 6 TO MASTER FACILITIES
AGREEMENT 
SCHEDULli FOR PARKS AND OPEN SPACE IMPROVEMENTS ADDISON URBAN DISTRICT . ·JUNe 21,1995 MINUMUM ALLOWANCE 1.) Quorum Rotary (0.58 Ac) 2.) Bosque Park (0.96 Ac) SUDTOTAL PHASE J 3.) Quorum
North Park (O.69Ac) 4.) East Mildred Open Space (l.lJ Ac) .5.) Mews Park (1.43 Ac) SUBTOTAL PHASE II TOTAL 870,000 500,000 1,370,000 290,000 580,000 650,000 1,520,000 2,890,000 MAXIMUM
ALLOWAl-iCE 1,000,000 570,000 1,570,000 300,000 640,000 700,000 1,640,000 3,210,000 Estimatcs include ell costs associated with bid document preparation, construction, inspection. utility
service, etc. necessary to complete the parks. EXHIBIT 5 TO THE MASTER FACILITIES AGREEMENT 
ADDISON URBAN CENTER COST PROJECTIONS OF INFRASTRUCTURE IMPROVEMENTS 06122195 PHASE I ITEM BASE COST EXCESS COST TOTAL COST Quorum Drive (1650 L.F.) S464,000 S464,000 S928,000 Mild'red
West of Quorum (3611 L.F.) S140,000 S140,000 S280,000 Quorum Rotary Open Space (0.58 Ac) $468,000 S468,000 S936,000 Bosque Park (0.96 Ac) SO $535,000 S535,000 Street R -3 (425 L.F.)
$0 $445,000 $445,000 Street R -4 (575 L.F.) $0 $596,000 $596,000 Street M -1 (680 L.F.) $0 $780,000 $780,000 TOTALS $1,072,000 $3,428,000 $4,500,000 EXHIBIT 4 TO THE MASTER FACILITIES
AGREE.!oIENT 
PHASE II ITEM BASE COST EXCESS COST TOTAL COST Quorum Drive (2075 L.F.) $260,000 $260,000 $520,000 (112 ofstreet) Mildred East ofQuorum (419 L.F.) $159,000 $159,000 $318,000 (West of
Spectrum) Spectrum (1275L.F.) $182,000 $182,000 $364,000 East Mildred Open Space (1.13 Ac) $305,000 $305,000 $610,000 Quorum North Park (0.69 Ac) $0 $295,000 $295,000 Mews Park (1.43
Ac) $0 $675,000 $675,000 R -2 (525 L.F.) SO $270,000 $270,000 R-3 (400L.F.) SO $205,000 $205,000 R -4 (630 L.F.) SO $322,000 $322,000 R -5 (325 L.F.) SO $166,000 $166,000 M -2 (1275
L.F.) SO $624,000 $624,000 Mildred east of Spectrum (590 L.F.) SO $131,000 $131,000 TOTALS $906,000 $3,594,000 $4,500,000 Note: The above cost projections include costs for private utilities,
engineering, special plan review, independent inspection and construction costs associated with Phases I and II of the Urban Center. 06(22195