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Duke Lesley-CS070710 COUNTY OF DALLAS ~ ~ ~ ~ Economic Development Incentive Agreement ST ATE OF TEXAS This Economic Development Incentive Agreement (this "Agreement") is made by and among the City of Coppell, Texas (the "City"), and Duke Realty Limited Partnership, an Indiana limited partnership and Duke Constmction Limited Partnership, an Indiana limited partnership (collectively, the "Company"), acting by and through their respective authorized officers. WITNESSETH: WHEREAS, the Company collectively owns 184.56 acres of the real property located at the northwest comer of Belt Line Road and Interstate Highway 635E, more particular described in Exhibit "A", attached hereto (the "Land"); and WHEREAS, the Company intends to plat the Land into three or more lots, to sell a portion of the Land and to construct on the remaining Land certain industrial and commercial buildings (hereinafter collectively described as the "Improvements") generally as set forth in the Concept Plan attached hereto as Exhibit "B"; and WHEREAS, the Company intends to deed restrict at least five (5) acres of the Land for the development and construction of a full service hotel (the "Hotel"); and WHEREAS, the Company's efforts described herein will create permanent new jobs on the Land; and WHEREAS, the Company has advised the City that a contributing factor that would induce the Company to acquire the Land, restrict a portion of the Land for the Hotel use and to construct the Improvements would be an agreement by the City to provide economic development grants to the Company; and WHEREAS, the City has adopted programs for promoting economic development; and WHEREAS, the City is authorized by TEX. Loc. GOV'T. CODE ~ 380.001 to provide economic development grants to promote local economic development and to stimulate business and commercial activity in the City; and NOW THEREFORE, in consideration of the foregoing, and other valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: Coopell/lDuke Realty Ltd. PS/Economic Development Agreement - I 17770 Article I Term The term of this Agreement shall begin on the last date of execution hereof ("Effective Date") and continue until the Expiration Date, unless sooner terminated as provided herein. Article II Definitions Wherever used in this Agreement, the following terms shall have the meanings ascribed to them: "Approved Franchise" means a franchise agreement with an Approved Franchisor whereby the hotel operator is permitted to operate the Hotel as a full service hotel and conference center using the name and reservation system of the Approved Franchisor. "Approved Franchisor" means a national hotel franchisor, and for a specific hotel product, approved by the City; provided, however, that the City shall not unreasonably withhold its consent to a franchisor which is one of the fifteen (15) largest national or fifty (50) largest international hotel chains as of such date. The City has approved Doubletree Hotels, Inc. as the initial Approved Franchisor. "Commencement of Construction" shall mean that: (i) the plans have been prepared and all approvals thereof required by applicable governmental authorities have been obtained for the respective Improvements or public infrastructure, as the case may be; (ii) all necessary permits for construction of the respective Improvements or the public infrastructure, as the case may be, pursuant to the respective plans therefore having been issued by all applicable governmental authorities; and (iii) construction of the vertical elements of the Improvements or grading of the Land in the case of public infrastructure, has commenced. "Company" shall collectively mean Duke Realty Limited Partnership, an Indiana limited partnership and Duke Construction Limited Partnership, an Indiana limited partnership. "Completion of Construction" shall mean that: (i) the respective Improvements have been substantially completed, and (ii) a certificate of substantial completion has been issued by the general contractor(s) and/or architect(s) for the respective Improvements, and a copy of such certificate has been delivered to the City. "Effective Date" shall mean the last date of execution hereof. "Event of Bankruptcy or Insolvency" shall mean the dissolution or termination of a party's existence as a going business, insolvency, appointment of receiver for any significant part of such party's property and such appointment is not terminated within ninety (90) days after such appointment is initially made, any general assignment for the benefit of creditors, or the Coppell/lDuke Realtv Ltd. PS/Economic Develooment Agreement - 2 17770 commencement of any proceeding lmder any bankruptcy or insolvency laws by or against such party and such proceeding is not dismissed within ninety (90) days after the filing thereof. "Expiration Date" shall mean the date which is ten (10) years from the Effective Date. "Force Majeure" means any contingency or cause beyond the reasonable control of a party including, without limitation, acts of God or the public enemy, war, terrorism, riot, civil commotion, insurrection, criminal acts by unrelated third parties, government or de facto governmental action (unless caused by acts or omissions of the party) adverse weather, fires, explosions or floods, strikes, slowdowns or work stoppages. "Grants" shall collectively mean the Infrastructure Grant, the Utilities Grant, the Transportation Grant, Roadway Impact Fee Waiver and the Rollback Tax Grant. "Hotel" shall mean a full service hotel containing at least 150 guest rooms including 8,000 square feet of conference and meeting space and restaurant facilities at which food and beverages are prepared on site for at least three meals per day. "Hotel Operator" shall mean the owner of the Hotel Site. "Impositions" shall mean all taxes, assessments, use and occupancy taxes, charges, excises, license and permit fees, and other charges by public or governmental authority, general and special, ordinary and extraordinary, foreseen and unforeseen, which are or may be assessed, charged, levied, or imposed by any public or governmental authority on the Company and/or affecting the Land. "Improvements" shall collectively mean: (i) one (1) industrial building containing a minimum of approximately 850,000 square feet of space to be constructed on approximately 47.3 acres of the Land; (ii) one (1) industrial building containing a minimum of approximately 550,000 square feet of space to be constructed on approximately 38.6 acres of the Land; (iii) one (1) industrial building containing a minimum of approximately 100,000 square feet of space to be constructed on approximately 17.3 acres of the Land; (iv) one (1) office building containing a minimum of approximately 120,000 square feet of space to be constructed on approximately 14.6 acres of the Land; and (v) three (3) office buildings each containing a minimum of approximately 100,000 square feet of space to be constructed on approximately 10.7 acres of the Land, all as generally depicted on the Concept Plan. "Infrastructure Grant" shall mean an economic development grant to reimburse Company for expenditures for public infrastructure costs incurred and paid by Company for the Land in accordance with plans to be approved by the City during the period from the Effective Date through and including the date of Completion of Construction of the last building comprising the Improvements in the amount of the lesser of: (i) the actual infrastructure costs incurred and paid by Company; and (ii) $1,500,000.00, to be paid as set forth herein. "Land" shall mean the real property described in Exhibit "A". Coppell/lDuke Realty Ltd. PS/Economic Develooment Agreement - 3 17770 "Payment Request" shall mean a written request from Company to the City for payment of a Grant accompanied by copies of invoices, bills, receipts and such other information as may be reasonably requested by City to document Company expenditures or other information required for the respective Grant. "Related Agreements" shall collectively mean the Tax Abatement Agreement and any other agreement by and between the City and the Company, its parent company, and any affiliated or related entity owned or controlled by the Company or its parent company relating to the Land. "Required Use" shall mean the operation of the Hotel as a full service hotel and conference center and related amenities, open to the public and serving the adjacent business community and the citizens of the City, under and in accordance with the standards of an Approved Franchise. "Roadway Impact Fee Waiver" shall mean the waiver of the collection of roadway impact fees to be assessed, if any, by the City against the Land in the amount of the lesser of the: (i) actual amount of roadway impact fees assessed the Land; and (ii) $1,767,115.00, to be provided as set forth herein. "Rollback Taxes" shall mean the tax and/or penalty assessed against the Land, or portion thereof, as the result of the removal of agricultural and/or open space land designation(s) for the Land, or portion thereof, pursuant to Tax Code, Chapter 23 and collected by the City, from time to time, during the term of this Agreement. "Rollback Grants" shall mean periodic economic development grants in an amount equal to the Rollback Taxes not to exceed $600,000.00 in the aggregate to offset a portion of the Company's cost of development of the Land, to be provided as set forth herein. "Tax Abatement Agreement" shall mean one or more tax abatement agreements by and between the City and the Company for the Land and/or Improvements or portions thereof. "Traffic Signal" shall mean a traffic control signal to be installed at the intersection of Dividend and Beltline Road in accordance with plans to be approved by the City. "Transportation Grant" shall mean an economic development grant in the amount of $200,000.00 to reimburse the Company for expenditures for the costs of the design and installation of the Traffic Signal, to be paid as set forth herein. "Utilities" shall mean the design and constmction of certain water and sewer facilities on the Land, including the looping of a 16" water line, in accordance with plans to be approved by the City. "Utilities Grant" shall mean an economic development grant to reimburse Company for expenditures for the cost of the Utilities, incurred and paid by Company prior to Completion of Copoell//Duke Realty Ltd. PSlEconomic Development Agreement - 4 17770 Construction of the Improvements in the amount of the lesser of: (i) the actual costs of Utilities incurred and paid by Company; and (ii) $1,500,000.00, to be paid as set forth herein. Article III Economic Development Grants 3.1 Grants. Subject to the Company's continued satisfaction of all the terms and conditions of this Agreement, and the Company's obligation to repay the Grants pursuant to Section 5.2 hereof, City agrees to provide the Company with Grants as set forth below: (a) Rollback Grants. The City shall, during the term of this Agreement, provide the Rollback Grants to the Company or any future owner of a portion of the Land, as applicable within sixty (60) business days after receipt of a Payment Request following the City collection of Rollback Taxes for such portion of the Land. The parties acknowledge and agree that, as Rollback Taxes are assessed against the Land and collected by the City, the City shall provide the Rollback Grants to Company or any future owner of a portion of the Land, as applicable, until Company and such future owner has been provided Rollback Grants in the aggregate that total $600,000.00. In the event Rollback Taxes are not assessed against the Land or collected by the City or in the event the Rollback Taxes collected during the term of this Agreement are less than $600,000.00, the City shall not be obligated to pay any such deficit amount to the Company. The Rollback Grant shall be applied on a per acre basis. (b) Transoortation Grant. The City shall provide the Transportation Grant to the Company within sixty (60) business days after City's receipt of a Payment Request following the approval of the plans for the design and installation of the Traffic Signal by the City. (c) Utilities Grants. The City shall provide the Utilities Grants to the Company within sixty (60) business days after delivery of a Payment Request to reimburse the Company for costs incurred and paid by the Company for the design and installation and construction of the Utilities. (d) Roadwav Impact Fee Waiver. The City agrees to provide to the Company the Roadway Impact Fee Waiver. In the event roadway impact fees are not assessed against the Land or in the event the actual roadway impact fees assessed against the Land are less than $1,767,115.00, the City shall not be obligated to provide a waiver of any other City fees or assessments imposed by the City or to pay such deficit amount to the Company in cash or otherwise. (e) Infrastructure Grant. The City shall provide the Infrastructure Grant to the Company within sixty (60) business days after delivery of a Payment Request to reimburse the Company for public infrastructure costs. 3.2 Current Revenue. The Grants made hereunder shall be provided solely from lawfully available funds that have been appropriated by the City. Under no circumstances shall the Coooell//Duke Realty Ltd. PS/Economic Develooment Agreement - 5 17770 City's obligations hereunder be deemed to create any debt within the meaning of any constitutional or statutory provision. Consequently, notwithstanding any other provision of this Agreement, the City shall have no obligation or liability to pay any Grants unless the City appropriates funds to make such payment during the budget year in which such Grant(s) is payable. Further, the City shall not be obligated to pay any commercial bank, lender or similar institution for any loan or credit agreement made by the Company and lor Company. None of the City's obligations under this Agreement shall be pledged or otherwise encumbered in favor of any commercial lender and/or similar financial institution. The City represents to the Company that the City has made available funds in the current budget year ending September 30, 2007 ("Current Budget Year")for the Infrastructure Grant, Transportation Grant, Utilities Grant, Rollback Tax Grant and Roadway Impact Fee Waiver. In the event that any of the Grants are not fully paid by the City during the Current Budget Year, the City agrees to appropriate funds during each subsequent budget year until all Grants are paid in full by City as required hereunder. 3.3 Thorousmfare Plan. The City agrees to the extent allowed by law to call the necessary public hearing(s) to consider any necessary amendment to the City Major Thoroughfare Plan and to cooperate with the Company in communication with and requesting Texas Department of Transportation to permit a connector road from the Land to Interstate Highway IH-635. Article IV Conditions to Grants The obligation for the City to provide the Grants hereunder shall be conditioned upon the Company's continued compliance with, and satisfaction of each of the conditions set forth below: 4.1 The Company shall, as a condition precedent to the payment of a Grant, provide the City with the respective Payment Request for the applicable Grant request. 4.2 The Company shall not have an uncured breach or default of this Agreement and/or any of the Related Agreements. 4.3 The Company shall, subject to events of Force Majeure, cause Commencement of Construction of at least 750,000 square feet of warehouse space under roof and at least 170,000 square feet of office space under roof comprising a portion of the Improvements to occur on or before twenty-five (25) months after the Effective Date, and subject to events of Force Majeure to cause Completion of Construction thereof to occur on or before ten (10) calendar years thereafter. 4.4 The Company shall impose and record covenants, conditions and restrictions or other instrument in the deed records that require and restrict five (5) acres of the Land for the development and construction of the Hotel prior to the City providing the first Grant hereunder in a form approved in writing by the City Attorney (the "Hotel Deed Restriction"). Coopell//Duke Realty Ltd. PS/Economic Development Agreement - 6 17770 4.5 During the term of this Agreement, the Hotel Site shall not be used for any purpose other than the Required Use and that the Hotel Operator shall not allow the operation and occupancy of the Hotel and/or the Hotel Site in conformance with the Required Use to cease for more than thirty (30) days except in connection with and to the extent of an event of Force Majeure or a temporary closure of the Hotel for renovation purposes. Article V Termination 5.1 Termination. This Agreement shall terminate upon the occurrence of anyone or more of the following: (a) the execution by all parties of a written agreement terminating this Agreement; (b) the Expiration Date; (c) by either party by written notice of termination to the other party, in the event other party breaches any of the terms or conditions of this Agreement and such breach is not cured within thirty (30) days after written notice thereof; or (d) by the City, upon written notice of termination if the Company suffers an Event of Bankmptcy or Insolvency; (e) by the City, upon written notice of termination if any Impositions owed to the City or the State of Texas by the Company and/or Company shall become delinquent (provided, however the Company retains the right to timely and properly protest and contest any such Impositions) and such delinquent Impositions are not paid within thirty (30) days after written notice thereof; or (f) by the City, upon written notice of termination, if any subsequent Federal or State legislation or any decision by a court of competent jurisdiction declares or renders this Agreement invalid, illegal or unenforceable; 5.2 In the event the Agreement is terminated pursuant to Section 5.1(c) or (d), by the City, the Company shall immediately pay to the City an amount equal to the sum of all Grants paid by the City to the Company immediately proceeding the date of such termination. Article VI Miscellaneous 6.1 Bindine Aereement: Assi2Dment. The terms and conditions of this Agreement are binding upon the successors and permitted assigns of the parties hereto. This Agreement may not be assigned without the prior written consent of the City Manager. Coppell/lDuke Realtv Ltd. PS/Economic Development Alrreement - 7 17770 6.2 Limitation on Liabilitv. It is understood and agreed among the parties that the Company and the City, in satisfying the conditions of this Agreement, have acted independently, and assume no responsibilities or liabilities to third parties in connection with these actions. 6.3 No Joint Venture. It is acknowledged and agreed by the parties that the terms hereof are not intended to and shall not be deemed to create a partnership or joint venture among the parties. 6.4 Authorization. Each party represents that it has full capacity and authority to grant all rights and assume all obligations that are granted and assumed under this Agreement. 6.5 Notice. Any notice required or permitted to be delivered hereunder shall be deemed received (i) three (3) days after deposit into the United States Mail, postage prepaid, certified mail, return receipt requested, addressed to the party at the address set forth below or (ii) on the day actually received if sent by courier or otherwise hand delivered. If intended for City, to: Attn: City Manager City of Coppell, Texas P.O. Box 478 Coppell, Texas 75019 With a copy to: Peter G. Smith Nichols, Jackson, Dillard, Hager & Smith, L.L.P. 1800 Lincoln Plaza 500 North Akard Dallas, Texas 75201 If intended for Company, to: Duke Realty Limited Partnership c/o Duke Realty Corporation 14241 Dallas Parkway, Suite 1000 Dallas, Texas 75254 Attn: Jeffrey D. Turner Telephone: 972-361-6704 Telecopy: 972-361-6802 Coppell//Duke Realty Ltd. PS/Economic Develooment Agreement - 8 17770 With a copy to: Duke Realty Corporation 6133 North River Road, Suite 200 Rosemont, IL 600 18 Attn: Ann Dee, Market Attorney Telephone: 847 232-5408 Telecopy: 847232-5694 Any party shall have the right to change its address for notice by sending notice of change of address to each other party, in the manner described above. 6.6 Entire Ae:reement. This Agreement is the entire agreement between the parties with respect to the subject matter covered in this Agreement. There is no other collateral oral or written Agreement among the parties that in any manner relates to the subject matter of this Agreement, except as provided or referred to in this Agreement or as provided in any Exhibits attached hereto. 6.7 Governine: Law. This Agreement shall be governed by the laws of the State of Texas; and venue for any action concerning this Agreement shall be in the State District Court of Dallas County, Texas. The parties agree to submit to the personal and subject matter jurisdiction of said court. 6.8 Amendment. This Agreement may only be amended by a written agreement executed by all parties. 6.9 Lee:al Construction. In the event anyone or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect other provisions, and it is the intention of the parties to this Agreement that in lieu of each provision that is found to be illegal, invalid, or unenforceable, a provision shall be added to this Agreement which is legal, valid and enforceable and is as similar in terms as possible to the provision found to be illegal, invalid or unenforceable. 6.10 Recitals. The recitals to this Agreement are incorporated herein. 6.11 Counterparts. This Agreement may be executed in counterparts. Each of the counterparts shall be deemed an original instrument, but all of the counterparts shall constitute one and the same instrument. 6.12 Exhibits. The exhibits to this Agreement are incorporated herein by reference for all purposes wherever reference is made to the same. Coppell/lDuke Realtv Ltd. PS/Economic Development Agreement - 9 17770 6.13 Survival of Covenants. Any of the representations, warranties, covenants, and obligations of the parties, as well as any rights and benefits of the parties, pertaining to a period of time following the termination of this Agreement shall survive termination. 6.14 Conditions Precedent. This Agreement and the provision of the Grants provided herein for are expressly subject to contingent upon (i) Company closing its purchase of the Land on or before September 11, 2007; and (ii) the Company obtaining City approval of the Hotel Deed Restriction. [Signatures Appear on the Following Pages] Copoell//Duke Realty Ltd. PSlEconomic Development A~reement - 10 17770 EXECUTED in duplicate originals this the iJ:L~Y of. 8" ~ City of Co pel Texas 2007. By: Attest: By: By: Robert E. Hager, City Att Coppell/lDuke Realtv Ltd. PS/Economic Develooment Agreement - II 17770 EXECUTED in duplicate originals this the -2A1:day of. 1'1oA IV-' Duke Realty Limited Partnership, an Indiana limited partnership By: Duke Realty Corporation, an Indiana corporation, sole general partner By: Duke Construction Limited Partnership, an Indiana limited partnership By: Duke Business Centers Corporation, an Indiana corporation, sole general partner By: CoppeIl//Duke Realty Ltd. PS/Economic Develooment Agreement - 12 2007. 17770 City of Coppell's Acknowledgment State of Texas ~ ~ County of Dallas ~ This instmment was acknowledged before me on the Ill~.y of by Douglas N. Stover, Mayor of the City of Coppell, Texas, a Texas mu . municipality. , 2007, ehalf of said My Commission Expires: ~ -//- (Jf) LIBBY BALL Notary Public State of Texas Comm. Expires 06-11-2008 Company's Acknowledgment State of Texas ~ ~ County of Dallas ~ This instrument was acknowledged before me on the ~ day of A I mr ' 2007, by Jeff Turner, Senior Vice-President of Duke Realty Corporation, an IndiJa corporation, as general partner of Duke Realty Limited Partnership, an Indiana limited partnership, on behalf of said corporation and said limited partnership. :5-4 -2OC>9 ~\\\\'''IIlIll",,1. ~,,'\ \-'1NN THa ~"" ~,~ ........ l1tA~ ~;.,r. .' o.o.y Pi'.' "^ ~ *-\Y ..~'\.,...' <lO/',vQ ~ $" ..~*~~.. ~~ ..::: .. e. ~ = : ~ : - . . - = . . = - . . - ~ ~ ~ ~: ~ ~ ... ~~OF~~." ~ ~ . J.S,::. -\~..-. ;::. ~ ..~..,t"R~1b ..' ~ )If,- ........ ~ . ""'f" 5.4-2f!:fA ~",,, ,.."", !I\\I\'\~ My Commission Expires: Coppell/lDuke Realtv Ltd. PS/Economic Development Agreement - 13 17770 Company's Acknowledgment State of Texas ~ ~ County of Dallas ~ This instrument was acknowledged before me on the 2Jst::day of J1llffilL.. ,2007, by Jeff Turner, Senior Vice-President of Duke Business Centers Corp~ an IndIana corporation, as general partner of Duke Construction Limited Partnership, an Indiana limited partnership, on behalf of said corporation and said limited partnership. ~"\\\'''I''''",,I. ~ J Jr ~Od ~ ~...,~ \..'l~N THQ 1111. '\:~- ~~.~~Y.piJiJ.'1tf~ Notary Publi , St~te 0 ~~ ~~ ..-.:...r::,*'(/"..,*~~ ~ . ~ "'. .-y ~ - . . .., = : ~ :. = : : :: - . . - ~ \ ~ ~ ... i ~ .. ~~OF#.. ~ ~ ...SffiR~'b .... ~ ~ ;.:..... ~ :I"",....,.2f1,:Ja ~,~ "II""m'''\\'~ My Commission Expires: 5.4-2oc:A Coooell//Duke Realty Ltd. PS/Economic Development Agreement - 14 17770 Exhibit" A" Legal Description of Land TRACT 1 Being a tract of land situated in the Cordelia Bowen Survey, Abstract No. 56 and in the Jefferson Tilley Survey, Abstract No. 1474, Dallas County, Texas, and being the same tract of land conveyed to HML 183 Partners, L.P., by Deed recorded in Volume 2003167, Page 12141, Deed Records, Dallas County, Texas, and being more particularly described by metes and bounds as follows: BEGINNING at a 1/2 inch iron rod set for comer with yellow plastic cap stamped "DCA INC." at the intersection of the Northeast right-of-way line of L.B.J. Freeway (variable width right-of- way) and the West right-of-way line of Belt Line Road (120 foot right-of-way), said comer also being the Southeast comer of said HML 183 Partners tract; THENCE North 71 degrees 35 minutes 05 seconds West, along said Northeast right-of-way line of L.B.J. Freeway, a distance of 1545.92 feet to a 1/2 inch iron rod set for comer with yellow plastic cap stamped "DCA INC. "; THENCE North 51 degrees 30 minutes 48 seconds West, along said Northeast right-of-way line of L.B.J. Freeway, a distance of 1057.19 feet to a concrete monument found for comer; THENCE North 39 degrees 55 minutes 52 seconds West, along said Northeast right-of-way line of L.B.J. Freeway, a distance of 808.75 feet to a concrete monument found for corner; THENCE North 35 degrees 43 minutes 45 seconds West, along said Northeast right-of-way line of L.B.J. Freeway, a distance of 1269.74 feet to a 1/2 inch iron rod found for comer, said corner being the South comer of a tract of land conveyed to Santa Fe Pacific Realty Corporation, by Deed recorded in Volume 89190, Page 3425, Deed Records, Dallas County, Texas; THENCE North 00 degrees 13 minutes 57 seconds East, along the East line of said Santa Fe Pacific Realty tract, a distance of 791.39 feet to a 1/2 inch iron rod set for corner with yellow plastic cap stamped "DCA INC.", said corner being the Southwest corner of a tract of land conveyed to Coppell Independent School District, by Deed recorded in Volume 417, Page 461, Deed Records, Dallas County, Texas; THENCE North 89 degrees 26 minutes 32 seconds East, along the North line of said Coppell Independent School District tract, a distance of 2388.83 feet to a 1/2 inch iron rod found for corner, said corner lying in the South line of Lot 2, Block B of Northlake 635 Business Park, an addition to the City of Coppell, Dallas County, Texas, according to the map thereof recorded in Volume 98193, Page 30, Map Records, Dallas County, Texas, and being the Northwest corner of Lot 1, Block B of Northlake 635 Business Park, an addition to the City of Coppell, Dallas County, Texas, according to the map thereof recorded in Volume 98008, Page 11, Map Records, Dallas County, Texas; A-I THENCE South 00 degrees 29 minutes 23 seconds West, along the West line of said Lot 1, Block B, a distance of 1111.44 feet to a 3/4 inch iron pipe found for comer, said comer being the Southwest comer of said Lot 1, Block B; THENCE North 89 degrees 25 minutes 45 seconds East, a distance of 1174.28 feet to a 1/2 inch iron rod set for comer with yellow plastic cap stamped "DCA INC.", said comer being the Southeast comer of said Lot 1, Block B and lying in said West right-of-way line of S. Belt Line Road; THENCE South 00 degrees 02 minutes 27 seconds West, along said West right-of-way line of S. Belt Line Road, a distance of 1583.62 feet to a 1/2 inch iron rod set for comer with yellow plastic cap stamped "DCA INC. "; THENCE departing said West right-of-way line of S. Belt Line Road the following bearings and distances: North 85 degrees 44 minutes 20 seconds West, a distance of 675.56 feet to a point for comer; North 05 degrees 15 minutes 13 seconds East, a distance of 105.89 feet to a point for comer; North 84 degrees 44 minutes 47 seconds West, a distance of 208.71 feet to a point for comer; South 05 degrees 15 minutes 13 seconds West, a distance of 143.89 feet to a point for comer; South 84 degrees 44 minutes 47 seconds East, a distance of 208.71 feet to a point for comer; North 05 degrees 15 minutes 13 seconds East, a distance of 17.99 feet to a point for comer; South 85 degrees 44 minutes 20 seconds East, a distance of 677.38 feet to a 1/2 inch iron rod set for comer with yellow plastic cap stamped "DCA INC.", lying in said West right-of-way line of S. Belt Line Road; THENCE South 00 degrees 02 minutes 27 seconds West, along said West right-of-way line of S. Belt Line Road, a distance of 908.45 feet to the POINT OF BEGINNING and containing 7,995,793.21 square feet or 183.56 acres ofland. A-2 TRACT 2 Being a tract of land situated in the Cordelia Bowen Survey, Abstract No. 56 and in the Jefferson Tilley Survey, Abstract No. 1474, Dallas County, Texas, and being out of the same tract of land conveyed to HML 183 Partners, L.P., by Deed recorded in Volume 2003167, Page 12141, Deed Records, Dallas County, Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a 1/2 inch iron rod set for corner with yellow plastic cap stamped "DCA INC." at the Southeast comer of Lot 1, Block B of Northlake 635 Business Park, an Addition to the City of Coppell, according to the map thereof recorded in Volume 98008, Page 11, Map Records, Dallas County, Texas, and lying in the West right-of-way line of S. Belt Line Road (120 foot right-of-way); THENCE South 00 degrees 02 minutes 27 seconds West, along said West right-of-way line of Belt Line Road, a distance of 1583.62 feet to a 1/2 inch iron rod set for comer with yellow plastic cap stamped "DCA INC.", said comer being the POINT OF BEGINNING; THENCE South 00 degrees 02 minutes 27 seconds West, a distance of 20.06 feet to a 1/2 inch iron rod set for corner with yellow plastic cap stamped "DCA INC. "; THENCE North 85 degrees 44 minutes 20 seconds West, departing said West right-of-way line of S. Belt Line Road, a distance of 677.38 feet to a point for comer; THENCE South 05 degrees 15 minutes 13 seconds West, a distance of 17.99 feet to a point for comer; THENCE North 84 degrees 44 minutes 47 seconds West, a distance of 208.71 feet to a point for comer; THENCE North 05 degrees 15 minutes 13 seconds East, a distance of 143.89 feet to a point for comer; THENCE South 84 degrees 44 minutes 47 seconds East, a distance of 208.71 feet to a point for comer; THENCE South 05 degrees 15 minutes 13 seconds West, a distance of 105.89 feet to a point for corner; THENCE South 85 degrees 44 minutes 20 seconds East, a distance of 675.56 feet to the POINT OF BEGINNING and containing 43,565.38 square feet or 1.0001 acres of land. A-3 Exhibit "B" Concept Plan B-1 ...... 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