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RE 10-14-97.1 A RESOLUTION OF THE CITY OF COPPELL, TEXAS RESOLUTION NO. 101497.1 A RESOLUTION OF THE CITY OF COPPELL, TEXAS, APPROVING THE TERMS AND CONDITIONS OF A TAX ABATEMENT AGREEMENT BY AND BETWEEN THE CITY OF COPPELL, TEXAS AND DERSE ASSOCIATES DALLAS, L.L.C.; AUTHORIZING ITS EXECUTION BY THE MAYOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council has been presented a proposed Tax Abatement A4p-eement by and among the City of Coppell, Texas and Derse Associates Dallas, L.L.C., a copy of which is attached hereto and incorporated herein by reference; and WHEREAS, upon full review and consideration of the ^4~reement, and all matters related thereto, the City Council is of the opinion and finds that the terms and conditions thereof should be approved, and that the Mayor should be authorized to execute the A4~reement on behalf of the City of Coppell, Texas; NOW, THF. REFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS, that: 1. The Agreement attached hereto having been reviewed by the City Council of the City of Coppell, Texas, and found to be acceptable and in the best interest of the City and its citizens, be, and the same is hereby, in all things approved, and the Mayor is hereby authorized to execute the Agreement on behalf of the City of Coppell, Texas. 2. The City Council finds that the improvements proposed to be built upon the Premises described in the Agreement will enhance the.economic vitality of the community through a combination of new capital investmem, increased sales tax revenues, and the creation of additional job opportunities. 3. The tax abatement to be granted by the Agreement will not include inventories, and supplies. 4. The improvements proposed for the Premises will accomplish the tax abatement guidelines of the City of Coppell, Texas. 5. The City Manager delivered to the presiding officer of the governing body of each taxing unit in which the property subject to the Agreement is located, a written notice that the City of Coppell, Texas, intends to emer into the Agreement. The notice given by the City Manager included a copy of the Agreement approved by this Resolution. 1 8812674 6. This Resolution and the Tax Abatement Agreement are hereby approved by the affirmative vote of the majority of the members of the City Council of the City of Coppell, Texas, at a regularly scheduled meeting of the City Council. 7. TNs Resolution shall become effective immediately from and after its passage. DULY RESOLVED AND ADOPTED by the City Council of the City of Coppell, Texas, on this the /~/-/k! dayof ~".jg'7/oJo~r" , 1997. ciTY oF coP ,m , TEXAS, CANDY SHEylI~3q, MAYOR ATTEST: KATHLEEN ROACH, CITY SECRETARY APPROVED AS TO FORM: PETER G. SMITH, CITY ATTORNEY (PGS/ttl 9/30/97) 2 ss12674 COUNTY' CLERK'S MEMO PORTIONS OF THIS · DOCUMENT NOT - REPRODUCIBLE WHEN RECORDED STATE OF TEXAS § § TAX ABATEMENT AGREEMENT COUNTY OF DAI,I,AS § ;=~ 15 :t 006 It/04/9? 1303t0 $3t.00 Deed This Tax Abatement Agreement (the "AGREEMENT') is entered into by and between the City of CoppeA1, Texas (the "CITY"), a home role city and municipal corporation of Dallas County, Texas, duly acting herein by and through its Mayor, Derse Associates Dallas, L.L.C., CDEIISE"), acting by and through its respective authorized agent WITNESSETH: WHF~REAS, the City Council of the CITY, passed an Ordinance (the "ORDINANCE") establishing Tax Abatement Reinvestment Zone No. 15 (the "ZONE"), for commercialfmdustrial tax abatement, as authorized by the Property gedevelopment and Tax Abatement Act, Chapter 3 12 of the Texas Tax Code, as amended (the "TAX CODE"); and WI{EREAS, the CITY has adopted guidelines for tax abatement (the "TAX ABATEMENT GUIDEI ,INES"); and WHEREAS, the TAX ABATEMENT GUIDELINES contain appropriate guidelines and criteria governing tax abatement agreements to be entered into by the CITY as contemplated by the TAX CODE; and WHEREAS, the CITY has adopted a resolution stating that it elects to be eligible to participate in tax abatement; and WFf~REAS, in order to maintain and enhance the commercial and industrial economic and employment base of the Coppell area, it is in the best interests of the taxpayers for the CITY to enter into this AGREEMENT in accordance with said ORDINANCE, the TAX ABATEMENT GUIDELINES and the TAX CODE; and W!IF~REAS, DERSE's establishment described herein will create permanent new jobs in the CITY; and WHEREAS, the City Council finds that the contemplated use of the PREMISES (hereina~er defined), the contemplated improvements to the PREMISES in the amount set forth in this AGREEMENT, and the other terms hereof are consistent with encouraging development of the ZONE in accordance with the purposes for its creation and/or in compliance with the TAX ABATEMENT GUIDELINE, the ORDINANCE adopted by the CITY, the TAX CODE and all other applicable laws; and Tax Abatement Agreement - Page 1 887750 97215 0t 836 WHEREAS, the City Council finds that the improvements sought are feasible and practicable and would be of benefit to the land to be included in the ZONE and to the CITY after expiration of this AGREEMENT; and WItEREAS, a copy of this AGREEMENT has been furnished, in the manner prescribed by the TAX CODE, to the presiding officers of the governing bodies of each of the taxing units in which the PREMISES is located; and WHEREAS, the CITY desires to enter into an agreement with DERSE as the owner of the PREMISES within the Tax Abatement Reinvestment Zone No. 15 for the abatement of taxes pursuant to Chapter 312 of the TAX CODE, as amended; NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein and for good and other valuable consideration, the adequacy and receipt of which is hereby acknowledged, including the expansion of primary employment, the attraction of major investment in the ZONE, which contributes to the economic development of Coppell and the enhancement of the tax base in the CITY, the parties agree as follows: GENERAL PROVISIONS 1. DERSE is the owner or is under contract to purchase that real property described in Exhibit "A" attached hereto and made a part hereof for all purposes (the "PREMISES"), which PREMISES are located within the city limits of the CITY and within the ZONE. 2. The PREMISES are not in an improvement project financed by tax increment bonds. 3. This AGREEMENT is entered into subject to the rights of the holders of outstanding bonds of the CITY. 4. The PREMISES are not owned or leased by any member of the Coppell City Council or any member of the Coppell Planning and Zoning Commission, or any member of the governing body of any taxing units joining in or adopting this AGREEMENT. TAX ABATEMENT AUTHORrZED 5. This AGREEMENT is authorized by the Texas Property Redevelopment and Tax Abatement Act of the Texas Tax Code, Chapter 312, and in accordance with the CITY TAX ABATEMENT GUIDELINES and Criteria, and approved by resolution of the City Council of the CITY authorizing the execution of this AGREEMENT. Tax Abatement Agreement - Page 2 ss7750 97215 0t 837 6. Subject to the terms and conditions of this AGREEMENT, the CITY hereby grants DERSE an abatement of ad valorem taxation on real and/or personal property with respect to the PREMISES of fifty percent (50%) for a period of five (5) years; however, if an additional building is constructed and completed on the PREMISES in addition to the IMPROVEMENTS, (hereinafier defined) to increase the total square footage of office space to 165,000 square feet on or before December 31, 2000, the actual percentage of taxes subject to abatement for the remaining years subject to abatement under the terms of this AGREEMENT shall be increased to seventy-five (75%) percent. The actual percentage of taxes subject to abatement for each year of this AGREEMENT will apply only to the portion of the taxable value of the PREMISES that exceeds that property's taxable value for the year in which this AGREEMENT is executed (BASE VEAR/1997). The tax abatement for tangible personal property may only apply to the personal property added to the real property after this AGREEMENT is executed. 7. The period of tax abatement herein authorized shall be five (5) years, beginning on January 1, 1998 and continuing until December 31, 2002, unless otherwise amended by the parties pursuant to the TAX CODE. 8. During the period of tax abatement herein authorized, DERSE shall be subject to all CITY taxation not abated, including but not limited to, sales tax and ad valorem taxation on land, inventory and supplies. DEFINITIONS 9. Wherever used in this AGREEMENT, the following terms shall have the meanings ascribed to them: A. The PREM/SES shall mean the property descnt~l on Exhibit "A" attached hereto and incorporated herein for all purposes including any improvements and personal property, excluding inventory, which is added to the property subsequent to the execution of this AGREEMENT; B. The IMPROVEMENTS shall mean the contemplated improvements described herein located on the PREMISES and as further described in the plans submitted to the CITY, including but not limited to buildings, structures, tangible personal property, equipment, and fixtures added to the PREMIgES other than inventory. C. The TOTAL ASSESSED TAX VALUE shall mean the total assessed taxable value on January 1 of any tax year of the PREMISES, any IMPROVEMENTS located on the PREMISES and the tangible personal property, excluding inventory, located on the PREMISES. Tax Abatement Agreement - Page 3 ss7750 97215 0 838 D. The BASE YEAR TAX VALUE shall mean the total assessed taxable value for the year in which the Tax Abatement Agreement is executed (1997). E. The FIRST YEAR OF THE TAX ABATEMENT AGREEMENT shall be 1998, unless otherwise agreed to by the parties. F. CERTIFIED APPRAISED VALUE means the appraised value of the PREMISES as certified by the Dallas Central Appraisal District as of January 1 of each year in which the tax abatement is granted. IMPROVEMENTS 10. DERSE is the owner or is under contract to purchase the PREMISES described in. Exhibit "A" and agrees to construct or cause to be constructed a warehouse facility on the PREMISES consisting of a 105,000 square foot building containing a 10,000 square feet of office space (and other ancillaxy facilities such as required parking and landscaping more fully described in the submittals filed by DERSE with the CITY ~'om time to time in order to obtain a building permit) (hereinatter defined as the "IMPROVEMENTS"). Nothing in this AGREEMENT shall obligate DERSE to construct the IMPROVEMENTS on the PREMISES, but said IMPROVEMENTS are a condition precedent upon initiation of tax abatement pursuant to this AGREEMENT. Subject to the terms and conditions of this AGREEMENT, DERSE is entitled to an abatement of ad valorem taxation on real property and/or personal property of fifty percent (50%) conditioned upon DERSE, its successors or assigns, diligently constructing the aforesaid IMPROVEMENTS. CONSTRUCTION OF IMPROVEMENTS 11. As a condition precedent to the initiation of tax abatement pursuant to this AGREEMENT, DERSE will diligen~y and faithfully, in good and workmanlike manner, pursue the completion of the contemplated IMPROVEMENTS on or before December 3 1, 1997, as good and valuable consideration for this AGREEMENT, and that all construction of the IMPROVEMENTS will be in accordance with all applicable state and local laws, codes, and regulations, (or valid waiver thereof); provided, that DERSE shall have such additional time to complete and maintain the IMPROVEMENTS as may be required in the event bf"Force Majeure," if DERSE is diligently and faithfully pursuing completion of the IMPROVEMENTS. For this purpose, "Force Majeure" shall mean any contingency or cause beyond the reasonable control of DERSE including without limitation, acts of God or the public enemy, war, riot, civil cormnotion, insurrection, adverse weather, govemment or de facto governmental action (unless caused by acts or omissions of DERSE), fires, explosions or floods, strikes, slowdowns or work stoppages. 12. DERSE agrees to maintain the IMPROVEMENTS during the term of this AGREEMENT in accordance with all applicable state and local laws, codes, and regulations. Tax Abatement A~reement - Page 4 ss7750 97215 0b, 839 13. The CITY, its agents and employees shall have the right of access to the PREMISES during construction to inspect the IMPROVEMENTS at reasonable times and with reasonable notice to DERSE, and in accordance with DERSE's visitor access and security policies, in order to insure that the construction of the Improvements are in accordance with this AGREEMENT and all applicable state and local laws and regulations (or valid waiver thereof). GENERAL REQUIREMENTS 14. Construction plans for the IMPROVEMENTS constructed on the PREMISES will be filed with the CITY. The plans for such IMPROVEMENTS as filed shall be deemed to be incorporated by reference herein and made a part hereof for all purposes. 15. DERSE agrees from the date a certificate of occupancy is issued until the expiration of this AGREEMENT to continuously operate and maintain the PREMISES as an office, warehouse and dism'bution center, or any other activity consistent with local zoning, in compliance with all applicable federal, state and local laws. 16. After completion of the IMPROVEMENTS, DERSE shall certify in writing to the CITY the construction cost of the IMPROVEMENTS. DERSE shall annually certify to the CITY that it is in compliance with each term of the AGREEMENT. 17. The PREMISES and the IMPROVEMENTS constructed thereon at all times shall be used in the manner (i) that is consistent with the City's Comprehensive Zoning Ordinance, as amended, and (ii) that, during the period taxes are abated hereunder, is consistent with the general purposes of encouraging development or redevelopment within the ZONE. DEFAULT: RECAPTURE OF TAX REVENUE 18. In the event DERSE fails in performance of any of the following conditions: (i) completion of the IMPROVEMENTS in accordance with this AGREEMENT or in accordance with applicable State or local laws, codes or regulations; (ii) has any delinquent ad valorera or State sales taxes owed to the CITY (provided DERSE retains its right to timely and properly protest such taxes or assessment); or (iii) breaches any of the terms and conditions of this AGREEMENT, then DERSE, aRer the expiration of the notice and cure periods described herein, shall be in default of this AGREEMENT. As liquidated damages in the event of such default, DERSE shall, within sixty (60) days after demand, pay to the CITY all taxes which otherwise would have been paid to the CITY without benefit of a tax abatement with interest at the statutory rate for delinquent taxes as determined by Section 3:t.01 of the TAX CODE as amended but without penalty. The parties acknowledge that actual damages in the event of default termination would be speculative and difficult to determine. The parties further agree that any property tax revenue lost, including interest as a result of this AGREEMENT, shall be recoverable against DERSE, its successors and assigns and shall constitute a Tax Abatement Agreement - Page 5 ss7750 97215 0 8q0 tax lien on the PREMISES itself and shall become due, owing and shall be paid to the CITY within sixty (60) days. 19. Upon breach by DERSE of any obligations under this AGREEMENT, the CITY shall notify DERSE in writing. DERSE shall have sixty (60) days from receipt of the notice in which to cure any such default. If the default cannot reasonably be cured within a sixty (60) day period, and DERSE has diligently pursued such remedies as shall be reasonably necessaxy to cure such default, then the parties shall automatically extend the period in which the violation must be cured for an additional sixty (60) days. 20. If DERSE fails to cure the default within the time provided herein or, as such time period may be extended, then the CITY at its sole option shall have the right to terminate this AGREEMENT by written notice to DERSE. 21. Upon termination of this AGREEMENT by the CITY, all tax revenue abated as a result of this AGREEMENT shall become a debt to the CITY as liquidated damages, and shall become due and payable not later than sbcty (60) days after a notice of termination is made. The CITY shall have all remedies for the collection of the recaptured tax revenues provided generally in the TAX CODE for the collection of delinquent property tax. The CITY at its sole discretion has the option to provide a repayment schedule. The computation of tax revenue abated for the purposes of the AGREEMENT shall be based upon the full taxable value without tax abatement for the years in which tax abatement hereunder was received by DERSE with respect to the PREMISES, as determined by the Central Appraisal District, multiplied by the tax rate of the years in question, as calculated by the City Tax Assessor-Collector. Penalties as provided for delinquent taxes shall accrue after expiration of the sixty (60) day payment period. ANNUAL APPLICATION FOR TAX EXEMPTION 22. It shall be the responsibility of DERSE, pursuant to the TAX CODE, to file an annual exemption application form with the Chief Appraiser for each appraisal district in which the eligible taxable property has sims. A copy of the exemption application shall be submitted to the CITY for review. DERSE shall annually certify to the CITY in writing that it is in compliance with the terms of this AGREEMENT. SUCCESSORS AND ASSIGNS 23. This AGREEMENT shall be binding on and inure to the benefit of the paxties to it and their respective heirs, executors, administrators, legal representatives, successors, and assigns. This AGREEMENT may not be assigned without the consent of the CITY. Tax Abatement Agreement - Page 6 887750 97215 ObSt l NOTICE 24. All notices required by this AGREEMENT shall be addressed to the following or other such other party or address as either party designates in writing by certified mail, postage prepaid or by hand delivery: If intended for DERSE, to: Derse Associates Dallas, L.L.C. 1234 N. 62nd Street lVfilwaukee, WI 53213-2996 Attn: Daniel J. Vander Sanden If intended for CITY, to: City of Coppell, Texas City Manager P. O. Box 478 Coppell, Texas 75019 CITY COUNCIL AUTHORIZATION 25. This AGREEMENT was authorized by resolution of the City Council epproved by ks Council meeting authorizing the Mayor to execute this AGREEMENT on behalf of the CITY. SEVERABH ,FrY 26. In the event any section, subsection, paragraph, sentence, phrase or word herein is held invalid, illegal or unconstitutional, the balance of this AGREEMENT, shall be enforceable and shall be enforced as if the parties intended at all times to delete said invalid section, subsection, paragraph, sentence, phrase or word. APPLICABI.F. LAW 27. This AGREEMENT shall be construed under the laws of the State of Texas. Venue for any action under this AGREEMENT shall be the State District Court of Dallas County, Texas. This AGREEMENT is performable in Dallas County, Texas. Tax Abatement Agreement- Page 7 ss7750 97215 0L 8 42 28. This AGREEMENT may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. ENTIRE AGREEMENT 29. This AGREEMENT embodies the complete agreement of the parties hereto, superseding all oral or written previous and contemporary agreements between the parties and relating to the matters in this AGREEMENT, and except as otherwise provided herein cannot be modified without written agreement of the parties to be attached to and made a part of this AGREEMENT. 30. The provisions of this AGREEMENT are hereby declared covenants running with the PREMISES and are fully binding on all successors, heirs, and assigns of DERSE who acquire any right, title, or interest in or to the PREMISES or any part thereof Any person who acquires any right, title, or interest in or to the PREMISES, or any part hereof, thereby agrees and covenants to abide by and fully perform the provisions of this AGREEMENT with respect to the right, title or interest in such property. RECORDATION OF AGREEMENT 3 1. A certified copy of this AGREEMENT shall be recorded in the Deed Records of Dallas County, Texas. INCORPORATION OF RECITALS 32. The determinations recited and declared in the preambles to this AGREEMENT are hereby incorporated herein as part of this AGREEMENT. EXHIBITS 33. All exhibits to this AGREEMENT are incorporated herein by reference for all purposes wherever reference is made to the same. Tax Abatement Agreement - Page 8 s87750 97215 Ob, Sb, 3 EXECUTED in duplicate originals this the/~7~h day of Zg{~b,-~ 1997. CITY OF COPPELL, TEXAS DERSE ASSOCIATES DAIJAS, LLC. APPROVED AS TO FORM: PETER G. SMITH, CITY ATTORNEY (PGS/ul 9/10/97) Tax Abatement Agreement - Page 9 ss7750 97215 Ot~Sb, t~ MAYOWS ACKNOWLEDGMENT STATE OF TEXAS § COUNTY OF DALLAS § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Candy Sheehan, Mayor of the City of Coppell, Texas, a municipal corporation, known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said City of Coppell, Texas, a municipal corporation, that he was duly authorized to perform the same by appropriate resolution of the City Council of the City of Coppell, and that he executed the same as the act of said City for the purpose and consideration therein expressed and in the capacity therein stated. ~'cT'~r tn~ESt h4Y m~Nt~ AN~ SEA~ OF OVVtCZ t~s the/q~,{day of ,1997 . ,,,~. % Notary Public, State of Texas sees XP| sise I##d JilliS1% Tax Abatement Agreement - Page 10 887750 97215 Ob, BL 5 DERSE' ACKNOWLEDGMENT STATE OF WISCONSIN § COUNTY OF MILWAUKEE § BEFORE ME, the undersigned authority a Notan/Public in and for the State of Wisconsin, on this day personally appeared Daniel J. Vander Sanden, being the of Derse Associates Dallas, L.L.C.., a Texas corporation, known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said corporation, and that he executed the same as the act of said corporation for the purpose and consideration therein expressed and in the capacity therein stated. GIVEN UND, E9R~. HAND AND SEAL OF OFFICE this the Z~ Z~ day of Notary Public, State of Wisconsin My Commission Expires: Tax Abatement Agreement - Page 11 ss7750 97215 048 f6 PROPERTY DESCRIPTION , Boln o rFOCt Of Parcel of IOr~ 31tuOted In tr~e wfl ll~l~ K. Poy~ S~vly, Abetroof NO.* 1140, rM S.~.Eu.C.R.R. S~vey ~sfroct ~. 1439, t~ C.S. ~ S~vey, ~Dattocr ~. t155, r~e Jeise ~ore Survey. ADSTraCt ~. 968. O~ the J, T, T~eOtt S~vey, AbSOrbs ~. itS3. CIty of CopPe~~· 0at ;os County, Texoe, &~ bel~ o Wr of ' ;fMD~T ~?~ LOT ~r O fl~l PlOt vol~ 95245. Page 2050, DOl IM CO~ty PlOt R~Ol. laid trot Oelng ~e D~tlcgl~ty 8eQIMI~ Ot t~e 8our~ose Co~f Of solo '~ot S~, l~ '~tn~ ~ fN fiat Ifne C~reve tract am reckon In vot~ 88246. Pope 4209, Des toe ~ty, O~ .e~a~ Oleo ~el~ On me n~tn ROW I1~ of CrieRview Drive 160' ~3. · I/2' Ir~ rM fO~a for corners TH(NC( eiOn SOle n~T, ROW, 5~t~ 0F41'59' welt, 0 Gleefie of 137. ZI foot to t~ be~l~lng o~ I I foolua of 49~.09 feet one · ¢entra~ a r~t C~ve to tM left, 10 e C~ve ~ ~ O ~Ofe 0f 3'03' 14'. a 112' If~ r~ ~o~ fv c~e rHENC[ along laid c~ve ~ ~c dllt~e 0f 261.50 feet to o i)2- Iron roe f~o f~ ~o the Deql~ln~ of 0 t~t c~Ye to ~ left, laid ~ve ~lna 0 f~luI of 1410 fee~ ~ a r 44 Iron f~ c~l cent at ~le 0 F '41'. Q I/2' tO0 eat TH~NC( Ol~g lala c~ve ~ ~c alsta~e of fi. ge feet to a I/2' Ir~ rN eat f~ c~nere ~NENCE gonrlnulN Ol~ said ~tn R01 I1~, ~th 8f36'34' Bat o aliafie of 35.~ feet to t~ south c~n~ Of o cut-b~w I I~ IO~teo at tN ~t~lt c~r Of Royal I~ I IN' ROw) ~d said Creakylee ~lve, a t/2' Iro~ (~ le~ for TH[~( along SOlO CUr-~CK elM, ~th 4f36'34' Nit, · ~llt~ Of 21.21 feet to t l/ iS0. wine ~QI~ o~r ~ r~ In vol~ 8420J t feet, tO NI~r rN c~t~llne of ~ P~ 1116 Of MI0 R o ar~u,~;a of St].S3 ~eet ~ ~rt~l~ · t~tal dllt~ 0 ~ILS] · ~ . ~olo e~t. fi In ~ ~ntV Of · a~le of t5'~' ~'. a ~lnf t~ h4ENCE OlOn~ ~OIO curve ~ ~C ~rlt~ of 350.~ fNt tO 0 NIne for C~nere feet. to o pOInt ~ t~ welt JIM 0f le[~ ElY,v, trot. rN[NCE oton9 toll vest il~, S~tn ~5$*ZP Welt, ~1~ · Ht 112' tr~ fN set or loutSOil c~r of NIQ G~t Ot ~ ellSfie of 71,84 fNt, ~ ~tf~l~ o total Oilsfie or 69;.90 feet TO tN P~AC[ 0E 8EClm~ ~ C~tOInlN O t0tet 0f 4t7,518 I~l fee t :. 420 O~eS of ~lcn ~. 401 ~li Ills within HId et ~ ~;, lenIN O ~r S~:0re feet ~ 10. gig ~ti, ~l ~ II~ wlmfn ~M ate ~ ~. SURVEYOR S STATEMENT In4 ~-~f'algneO dote nett0y certify to 0erie Ael~olotee ~11~, L.L,C., o rlxOI LImitsO LI~Ilfe/C~y, ITI msl~a ~ ~et~, TIE Fret Wt~ L~ II, Ltd.. ~1~ rsr,e C~y ~ ~1~ TItle In~ C~y t~t · ~v~ ~ ~14 ~ ~ ~ ~ 1~ ~ t~ ~op~tI te~l ly ~i~lJ ~ ~ In tq Ott~ fllld ~tll t~t We ~ OY tN q ~ COICu~Otee r~ ~tlty of Ifi I ~ ~tel~ wlmln ~ ~t m ~ t~ll plat = own ~rlln B0fh ol to t0tOI ~l tNt In tN I~ fi ~ to ~ W of ~¢ fMt In sfree I ~ Ol Lays. eol~nt= ~ fl~ ~ ~ II ~tl ~ t~r t~ ~vey ~ ~ ~letuo iR ~c~o~e ¢lt~ tN 'Mlnl~ $t~4 ~tol l R~lrRti f~ L~ title S~veyl' }Qlntly e}t~lls~ by ILTA ~ iC~ In I$t2, I~l~lng ~tl~l ~vey ree~lblsltlei I-4 ~ ~-Ii. · ltn~r refere~e tO ~y Y0~ I~0v~t/tO N ~ C, erect 0~te de~:lrere~ trorO~l~L~ S~vey~ le~os ee~lh-oyf~ NO. 4560 ExHZBZT 'A' Any provision herein which ~'bstricts the ~ale, renal, m' usa of till described reap proper~y because of cole or race is invalid and unenforceabie under federal law. STATE OF TEXAS COUNTY OF DALLAS | hereby certify this instn~rnent was filed on the date and time - hereon by me. NOV zt 1997 ~COUNTY CLERK, Dallas County, Texas