HomeMy WebLinkAboutResolution 2457.,
A Resolution ~ ~'~~ 7
AUTHORIZING THE CITY MANAGER AND THE CITY'S
ATTORNEYS TO SIGN A SETTLEMENT AGREEMENT AND
RELATED DOCUMENTS THAT INCLUDE THE NEGOTIATED
TERMS AND CONDITIONS- WITH HILLWOOD DEVELOPMENT
CORPORATION, THE CITY OF WESTLAKE AND OTHERS
CONCERNING THE SETTLEMENT OF LITIGATION RELATED
TO THE CIRCLE T RANCH AND OTHER EXTRATERRITORIAL
JURISDICTION ISSUES
WHEREAS the City Council of the City of Fort Worth desires to settle
certain litigation involving the City of Fort Worth, various Hillwood entities, the
Town of Westlake and other parties, such litigation being more specifically
described in Exhibit 1 which is attached hereto' and
WHEREAS Hillwood Development Corporation has made specific
proposals to the City Council to settle such litigation; and
WHEREAS the City Council desires to authorize the settlement of such
litigation as hereinafter provided;
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF FORT WORTH, TEXAS
That the City Council hereby authorizes the City Manager the City Attorney
and the attorneys representing the City in such litigation, to execute any and
all documents necessary to settle the litigation in substantial compliance with
the terms and conditions set forth in the following documents.
a) A Settlement Agreement" that is attached hereto marked Exhibit 1 and
made a part hereof by reference
b) An Agreement to Provide Fort Worth Opportunity Center" that is attached
hereto marked Exhibit '2" and made a part hereof by reference.
2. That as further consideration for such settlement, Hillwood Development
Corporation shall do the following•
a) Convey to the City at no cost, a tract of land containing approximately 3
acres located at the northeast corner of the proposed extension of Beach
Street and S H 170 in the City of Fort Worth, such tract to be used as a
site for a fire station and/or other public purposes
CITY OF FORT WORTH
b) Enter into a Memorandum of Understanding with the City concerning the
conditions under which the City will agree to execute a Uniform Wholesale
Water Contract with the Town of Westlake, such Memorandum of
Understanding being attached hereto marked Exhibit "3" and made a part
hereof by reference;
c) Reimburse the City of Fort Worth for its expenses, including its reasonable
attorney's fees incurred in connection with the litigation described in
Exhibit "1 to which the City of Fort Worth was a party
That the City Council hereby authorizes the City Manager and the City's
attorneys to execute any and all documents necessary to implement the
provisions of Paragraph 2 of this Resolution.
3 That the proposed settlement is subject to the execution of final documents
acceptable to the City Manager the City Attorney and the City's attorneys in
the litigation, and the City of Fort Worth will not be legally bound until such
final documents have been executed.
Adopted this~~ ~'Z1"ay of September 1998
`"
~~
'~ y ~~
~-.
-~ ;~ ~' ~ Mayor
Secretary
CITY OF FORT WORTH
,,M,~~SEP 29, 1998 3 14PM KELLY HART & HAI,I,MAN 817 8789280 NO 0245 P 3
~~
~ THlRO
EETTLEMEINT AGREEM T ~ b/dR~'H V_~/~S~ON) DRAFCC
1. the Parties
This 5ettlEment Agreement, Including ~Il exhlblts hereto, (the
"Settlement Agreement"') Is made by and between the Town of Westlake,
Texas ("Westlake', the City of Fort Worth, Texas ("Fort North") AIL In-
vestment, L.P , Hillwood Development Corporation, Hillwood/Willow Bend,
Ltd , Hillwood/822, Ltd ,Hillwood/1088, Ltd , Lakeway Land, Lkd end Lake-
way Property Company, Ltd (collectively, '^Hillwood''), Scott Bradley
("Bradley"), Dale White ("Wh1te'~, AI Olen ("Olen"), Howard Dudley
(Dudley"), Jerry Moore ("Moore"'); Carroll Huntress ("Huntress"), and
the State of Texas by and through Tim Curry, Criminal district Attorney of
Tarrant County ("State o~ Texas")
2. The Lawsuits
The following lawsuits ere subject to this Settlement Agreement as
provided herein
(a) Cause No 17-169048-97 entitled Town of Westlake, Texas
vs. City of Fort Worth, Texas, et a/., filed 1n the 17th ]udiciai District Court,
Tarrant County, Texas. Fort Worth and Hillwood, as Intervenor, have ap-
pealed, artid WesNake has cross-appealed, a Judgment In this cult by the trial
court In favor of Westlake to the Second Court of Appeals under Case No
02-98-00047-CV (collectJvely, the'"Fort Worth Lawsuit'?
EXHIBIT
_~.--~------- --__ ..__.----- - ° 1 ~~
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(b) Cause No. 17-168763-97 entitled Scott BraOley vs. Carroll
Huntress, et aG, pending in the 17th judicial ~iStNct Court, Tarrant County
Texas (the "Huntress Lawsu~)
3. Beeolutiane of L cults
The parties have conducted settlement negotiations in these nnatters
and wash to compromise and settle and to .hereby resolve their differences
without Incurring the uncertainties and additional costs incumbent in the
Lawsuits.
For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged by the parties, It is hereby agreed as follows
(a) Th Fort Worth Lawsuit
• 1 Westlake, Fort Worth and H[Ilwood consent, agree to
the entry of, and direct their respective counsel to submit on their behalf to
the Second Court of Appeals In Cause No 02-98-00047-CV, an "Agreed Or-
der of Dismissal and Remand" of the pending appeal in the Fort Worth Law-
suit in the form attached hereto as Exhltilt "A" to be filed with the Court of
Appeals upon full execution of thts Settlement Agreement.
2. Upon remand of the Fort Worth Sult to the i7th lu-
dl'cial District Court as descNbed in j(a)i above, Westlake, Fort Worth and
Hlllwood consent, agree to the entry of, and direct their respective counsel
to submit on their behalf, a "Reformed ]udgment" to the 17th ]udicial Dis-
trict Court, Tarrant County, Texas for entry in the form attached hereto as
E~ch7blt "B"
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3. Fort Worth and Hillwood hereby release any rights
they may claim that the property described in E~chibit "C" is in the extra-
terrltorial-jurisdiction of Fort Worth.
(b)Th~ Hn r~~a..=
Brad{ey shall instruct and direct his counsel to submit on
his behalf, an Order o1~ NonSUit" In the Huntress Lawsuit in the form at-
tached hereto as 16ch[bit "D" on the C~FFective Date of th[s Settlement
Agreement. The parties agree to take all actions necessary to have the
Court enter such non-suit end agree to refrain from further discovery or
other proceedings in the Huntress Lawsuit pending entry of the Order of
NonSUlt.
• 4. Tie ReL~eaaes and Covenant Not to SuC
Releases
(~) Fn consideration of, the premises, mutual promis~s and covenants
Contained herein, Westlake, Bradley, Fort worth, Millwood dnd release and
,,
e
forever discharge each other (other than as expressly reserved in this docu-
ment), jointly and severally, each and all of them, of and from any and all
debts, liabilities, claims, controversies, causes of action and demands of
every kind and character whatsoever that they may now have against each
other, civil or criminal, currently existing and arising out of any events or
dealings between said partes, their predecessors, successors, assigns, af-
flllates, elected and appointed officials, emptoyee$, consultants, agents and
legal representatives prior to the execution of this Settlement Agreement In-
- Dupe s
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eluding but not limited to the issues, clairns, counterclaims, defenses and ai-
• le ations which were raised or could have been raised in the Fort Worth
9.
Lawsuit or the Huntress Lawsuit. It Is expressly agreed and understood that
this release does not extend to White, Dudley, °Oien, Moore and Huntress
who are addressed in ¶4(b) below and does not 1n any way affect the ability
of the parties to assert or defend all tlairns, defenses and causes of action
stated against the parties currently in the Quo Warranto Proceeding, South-
lake ~.awsuit and Roanoke Lawsuit (except Hlllwood) based on the actions
described in ¶4(c) below
(b) Westlake, Fora Worth, H111wood, Bradley, White, Dudley, Hunt-
ress, Moore and Oien release and forever discharge each other and their
predecessors, successors, assigns, affiliates, elected oftlclaf5, employees,
• consultants, agents and legal representatives ~olntly and severally, each and
all of them (other than as expressly reserved herein), of and from any and
all debts, liabilities, claims, controversies, pauses of action and demands of
every kind and character whatsoever that they may now have against each
other, civil or criminal, currently ex{sting and arising out of any events or
dealings between sold parties prior to the execution of this Settlement
Agreement except that Westlake and Bradley expressly reserve ail claims or
defenses that may be asserted in the Quo Warranto Proceeding, the South-
lake i.awsutt, the Roanoke Lawsuit or any quo warranto actions deriving from
the same facts as tfiese cases In challenging the validity of the actions of
White, Dudley, Huntress, Moore and Oien, vrrhether acting In their individual
\ -
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NO 0145 r i
or official capacities, reiated to the purported dlsannexation of Westlake
lands or the purported removal of Bradley as mayor of Westlake
(c) Bradley, Daie White and the State of Texas reserve the right to
assert and prosecute, against the current partiLSS to that case, all claims
made i~n Cause No 97.13.35 (the "Quo 1Nsrranta Proceeding") currently
pending before the Texas Supreme Court; Westlake reserves its rights to as-
sert and prosecute all of its claims (including witfiout limitation all chal-
lenges, whether claims or defenses, to the validity of the actions of Dale
Wfiite, AI Ofen, Jerry Moore, Carroll Huntress and Howard Dudley (the
"Former Aldern~ten") and former town officials), against the current parties
to that case, in Cause No. 17-159049-97 entitled The Town of Westlake vs,
The City of South/aloe currently pending to the 7th Judicial District Court
Tarrant County, Texas (the "Southtake I.aw~uit") and Westlake reserves
its rights to assert and prosecute a1i of its claims (including without limitation
all ch811enges, whether claims or defenses, to the validity of the actions of
Dale White, the Former AlderFnen and the former town officials), against the
current parties to that case+ (except Hiilwood), in Cause No 97-50150-367
entitled City of /Zdanoke and Hlllwood Development Corporation, Hill-
wood/4Yillow Bend, [.td., Hl//wood/822, Ltd., Hll/wood/s D88, Ltd , takeway
Land, Litt, and Lakeway Property Company, Ltd, vs. Town of Westlake Cur-
rently pending [n the 367th judicial District Court, Denton County, Texas and
Cause No. 97-40344-362 entitled Town of Westlake vs, City of Roanoke
(collectively, the NRoanoke Lawault"), all such rights being hereby re-
•~~ w~ ~ 5
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KELLY HAKT & HALLMAN ~lr EiE9l~U
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served to those parties and not being affected by this release All parties
acknowledge that neither SCOtt Bradley nor any other party to this Agree-
ment, makes any admission regarding the validity of the purported removal
of Bradley as Mayor of Westlake on April 1997; acid neither Scott Bradley nor
WeS~lake are precluded by anything herein from asserting the Invalidity of
such removal In any pending litigation irivolving the City of Southlake, the
Town of Roanoke, or in the Quo Warrant0 Prooeedtng
Covenant Not to Sue
(d) In exchange for the releases contained fn ¶4(b), Millwood, Fort
•
Worth, Bradley and Westlake, and their predecessors, assigns, successors,
affiliates, elected officials, employees, consultants, agents and legal repre-
sentatives agree that none of them shall assert or pursue against White,
Olen, Dudley, Moore or Huntress any current or future cults, actions or legal
Claims of any kind based on the conduct made the basis of claim In the Fort
Worth Su1t or the Huntress lawsuit or any other conduct, act or omission oc•
curving prior to this Agreement (subject to the reservatipns in ~4(c~above)
Indernn/t/cat/on
(e) Each party executing this Agreement will indemnify and hold
harmless any other party which it has either released or covenanted not to
•
sue in this Agreement from any liabilities, cosl~s, and expenses (including
reasonable attorneys' fees) Incurred by such other parker as a result of any
suit or cla4m based on a claim which was released or for which a covenant
not to sue was executed which is commenced, joined 'or prosecuted by such
patty against such other party after tfie effective date hereof In addition,
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Vtlestfake wiil indemnify and hold harmless White, Dudley, Olen, Moore and
• Huntress from any liabilities, costs and expenses (including reasonable at-
torneys' fees) relating to any suit or claim made against them (whether
currently or In the future) by Westlake, Bradley oi• any citizen of the Town of
Westlake In the Southlake lawsuit, the Roanoke Lawsuit or any quo war-
ranto proceeding deriving from the same facts as these cases.
Addifiona/ Releases
(~ In addition to releasing and d)scharging each other pursuant to
Sections 4(a) and (b) of this Settlement Agreement, the parties to this Set-
dement Agreement also release and forever discharge the following of and
from any .and all debts, liabilities, claims, controversies, causes of actions
and demands of every kind and cf~aracter whatsoever tv the same extent
that said parties release each other pursuant to this Settlement Agreement•
(i) Fort Worth; (II) Public Strategies, Inc., (iii) the predecessors, successors,
assigns, affiliates, elected and appointed offlctals, employees, consultants,
agents and legal representatives of ail parties to this Settlement Agreement
(Including, without limitation, Goins, Underkofler Crawford & I.angdvn,
Hughes & Luce, Kelly, Hart & Hallman, Luce 8~ Williams, Paul Isham, Freilich,
Morgan, Lehner & Carlisle, Tent' Morgan & /lssoclates, Cooper & Scully,
Naman, Mowell & Smith, Haynes & Boone, Philips, Hopkins, Eames & Cobb,
and Llttie, Pedersen, Fankhauser a< CoX) This paragraph does not apply to
White, Moore, Dudley, Qien and Huntress who. are addressed in paragraphs
4(b), 4(c) and 4(d) hereof
-
•~ .~~ ~~
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• 5. Hil(~Qod const~e,;afion to~ort wct~h
Attached 'hereto as E`xhiblt "E" are documents Chet outline the add1-
tionai agreements between Fort Worth and Hiilwood as part of this settle-
merit.
6. Q~ier Litigation
The Town of Westlake w111 not voluntaNly resolve any pending litigation
with the City of Roanoke or City of Southlake ~in a manner which results in
any Land which was purportedly disannexed front Westlake Tn May, 1997,
being within the corporate Itm1t5 of the City of Roanoke or the City of South-
iake (except potentially land that was the subject of dispute before May,
1997)
7 Quo Warranto. i~osts
White, Bradley and the State of Texas hereby agree that none of them
will attempt to execute on or pursue coilectton of any costs and attorneys'
fees levied against the other by the trial court, appellate court or Supreme
Court i~n the Quo Warranto Proceeding Th1s Agreement expressly reserves,
and is made without waiver of, any and ail other rights the parties may have
In the Quo Warranto Proceeding
•
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8. 4~r Reoreeentatiohs of ~ ~artlea~
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(e) This Settlement Agreement Is purely and simply a compromise to
avoid expending further time and expense in this matter and does not con-
stltute an admission of liability by any of the partlirs
(b) each party represents and warrants to all other parties hereto
that such party has not assigned or conveyed any interest or right in and to
any of the claims or causes of action Covered by this Settlement Agreement
or Intended to be Covered by this Settlement Agreement and that all such
claims are owned by the respective parties.
(C) No term or provision of this Settlement Agreement may be
changed, waived, discharged or terminated orally, but only by an Instrument
~in writing $lgned by the party against whom the enforcement of the change,
waiver, discharge or termination is sought. This Agreement and the exhibits
.referred to herein contain the full, final, and exclusive statement of the
agreement between the parties Thls Agreement and the covenants and
agreements contained herein shall be binding upon, and inure to tie benefit
of, each party and each party's respectJve afAllates, related entities, succes-
sors and assigns.
(d) This Settlement Agreement shall be governed by and construed
In accordance with the laws of the State, of Texas and any action for the en-
forcemeat of this Agreement shall be brought In Tarrant County, Texas.
(e) The undersigned parties further state that they are fully compe-
tent and authorized to enter into this Settlement Agreement, that they have
V
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~....
carefully read the foregoing Settlement Agreement and know the contents
• thereof and that they have executed this Settlement Agreement of their
own free will for the purposes and considerations stated herein
(f) `Che parties further warrant and represent that, where necessary,
all corporate, munic[pal and governmental consents.requlred for any party to
execute this Settlement Agreement have been obtained
(g) Prior to the execution of this Agreement by each such party,
such party has fully informed themselves as to the terms, contents, provi-
slops and effects of this Agreement, and all facts and conditions sufficient
and necessary to the decision to execute this Agreement.
(h) No promise or representation of any k[nd has been made to that
party or his representative by any other party or his representative except
as expressly set forth In this Agreement and as made in any agreements
executed contemporaneously with this Agreement.
(1) Such party is nvt relying on any oral understandings, oral repre-
sentations, or oral agreements of any kind or on any other matter not ex-
pressly stated In this Agreement and any such reliance would be• unintended
by the other parties and otherwise unreasonable and unjustifiable.
(i) Thls Agreement shall remain in all respects effective and not
subject to termination, modification or rescission by any difference In facts or
circumstances hereafter occurring, becoming known or becoming known
differently
•
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(k) This Agreement constitutes a valid, binding, and enforceable ob-
• II ation of that a its terms are lawful and fair, and It constitutes an equi-
9 p ~Y,
table settlement of their differences.
(I) The parties hereto further acknowledge that they have had the
opportunity to seek independent legal counsel. to advise them of their rights
under this SetNement Agreement and that no party hey relied upon the ad-
vice of counsel' for any other party to entering into this Settlement Agree-
ment.
9 If any patty to this Agreement bNngs su(t to enforce any right or obli-
gatlon under this agreement, the prevalltng party shall be entitled to recover
its expenses, including reasonable attorneys' fees, incurred in connection
. with that action
20. In alt Instances to which a parly to this Agreement is required under
this Agreement to do any ack at a particular time or within a particular period
of time, time is of the essence in the performance of such act. --
11. Each party represents that such party has substantial experience to
negotiating contracts and has obtained any advice of counsel which that
party wished to obtain, that this Agreement is the product of negotiations
among the parties, and that, therefore, no party to this Agreement shall be
charged with having promulgated this. Agreement.
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iZ. This Agreement may be executed in multiple counterparts, each of~
• which 5ha11 be deemed aci original for all purposes, and all of which together
shall constitute one [hstrument,
•
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._..
TOWN OF 1NE5TLAKE, TEXA~~
By
itS,
CITY OF FORT WORTH, TEXAS
By-
Its -
air. INV~sTM~NT, [..P.,
NILLWOOD DlyELOPMrNT CORPORATIOIr,
HILLW000/WILLOW BEND, LTD.,
HILLWOOD/811, 'LTD., HIlLW000/1068,
LTD, L11KE1NA'T LAND, LTD. and WKEWAY
PROP~RtY COMPANY, LTD.
By
Its,
SCOTT BitADLEY
DALF 1KHITE
AL OIEN
~ERRV MOQRE
'_
sET.~cir..~Err~rr~ r•c..a~.~
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.,._.
HOWARD OUDLEY
s
CARROLL HUNTRESS
THE STAT'~ OP TLXAS
By tint Curry, District Attorney,
Tarrant County
serce~.arr•~.~errt~+riFS v~+aw~•~m,vs~.c ~ :.
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KELLY HART & HAI,I,MA1V 817 8789280
EX~iiBI~' "A"
NO 0245 P 17
AGREED ORDER 'OF DISMISSAL AND REMAND
FORT WORT~W SUIT
•
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.....-.
No. a2 98-0oo4~-cv
• SECOND COURT OF APPEALS DI6TRICT OF TEXAS
THE C1TX OF FORT WORT, TEXAS, AILLWOOD
DEVEY.OPM>~NT CORPORATIOl~f,13~LWOOD/WILLO~V
BEND, LTD., ffitWOOD/82Z, LTD., HII,LWOOD/t088,
LTD., LAKSWAY LArTD, I,TD, sad LAKEWAY PROP$RTY
COMPANY, LTD.,
AppallaatslCro ss-Appellees,
Y
TOWN OF WE3TLAI~., TEXAS,
AppelleelCro ss-Appellant.
On Appeal Prom Ttie 17th Judicial District Court
Tarrant County, Texas
(Cause No.17-1690~8~9~
AGREED ORDER bF DISNIISSAL AND REMAND
On this the day of Septetaber~ 1998 came on to be heard Appellee The Town of
Westlake, Teatas ("Westlske'°), Appellant the City of Part Worth, Texas (Fort Worth") and
Appellants Hillwood Development Corporation, HiUwood~llow Band, Ltd., HiliwoodJ822,
Ltd., I3illwood/1088, Ltd., Lakevvay Land, Ltd. and Lak+cway Property Cor$pany Ltd.
(`~Sillw-ood"), by and through thbii respective atbvrneys of record and anaouncad to the Court
that they have frilly setifod and compromised all disputes between them arising out of this lawsuit
and requested that this Court dismiss this appeal and r~eanaad the case to the 17th Judicial District
Court, Taarsnt County, Texas fo= entry of a reformed judgment in accordance with the parties.
ag~eemeat 'I~o Court having wnsidered tine settletneut between Westlake, Fort Werth and
,.ac.ewa,. ~~ I~'A" r~
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_...
• Hillwood and being fully advised in the premises, hereby snakes the following judgments, orders
and decrees; it is t)~ere£ore
ORDERED, ADJUDGED AND DECREED that this appeal is dismissed gad the case
is re:aanded to the 17th Judicial District Court, TarfaaR l^,ounry, Texas for entry of a reformed
judgment in acwrdance with the agreement of the parties; it is futther
ORDERED, ADJUDGED AND DECREED that the parties shall be responsible for
their own ousts and attorneys' foes for this appeal, it i$ further
ORDERED, ADJUDGED AND DECREED that all xelief not expressly granted herein
is denied.
Signed this _ day of September, 1998.
•
APPROVED AS TO FORM AND SUBSTANCE:
E. Tsldridge Goias, Jr '
James W Morris, Jr
Jeffrey S. Wigder "~~
GOINS, UNDERKOFLER, CRAWFORD
d~ I.A.NGDON
c Registered Ll~tlkd t fabilfly Pa'meril~ip
1.601 $Lm Street, Suite 3300
Dallas, Texas 75201
(214) 969-5454, (214) 969-5902 (Faac)
Attorneys for Appellee
THE TOWN OF , TEXAS
• "~..
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.,......
Donald E. Herrmann
Dcc J. Kelly, Jr
KELLY, HART &
201 Main 5t., Suite 2500
Fon Womb, Tex 76102
(817) 332-2500; (617) 878-9280 (Faxa
Attorneys for Appelannt
CITY OF FORT W0818, TEXA3
David Bryant
HUGSES & LUCE
1.717 Main St, Suite 2800
Aallas, Texas 75201
('214) 939-5500; (214) 939-6100 (Fax)
• Attorneys for Appellants
HILLWOOA DE~'ELOP11'~NT CORPORATION,
SII.I,'WOODlVVILLOWGEND, LTD.,
~.LWOODI8Z2, LTD., ~LWOOD/l088,
L?D., I.AI~WAY LAriD, LTD. and
LAI~WAY PROTER'Y'Y COINPANT~, LTD.
~~
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_. ~` SEP 29 1998 3 18PM KELLY HART & HA1.I.MAN 817 8789280 NO 0245 P 21
~~HIBIT "B"
~2EFORMED ]UDGMEr11T
FORT WORTW SUIT
~4
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SEP 29 1998 3 18PM KELLY HART & HALLMAN X11 ~1~9Z8U
1~0. 1?-169048 97
•
TO~TN OF WS~TLAKE, TF~IKAS,
~.
3
5
g
NU UL45 Y LL
IN THE-DISTRICT COURT
~ainti!'F,
VS.
CITY OF FORT WbRTH, TERAB,
petbndaat,
aad
FIILLWOOD DEVELOPMERT
CORPORATION, 1TILLWOOD/
Wxi-LOW 8E1~tD, L1'D., HiLLWOOD/
882, LTD., HTLLWOOD/ 1088, LTD.,
LA~WA~ LAND, LTD. sad
LAKEWAY PROPERTY COMPANY,
LTD.,
Intesvenosa.
•
TARRAl'~T COUNTX, T$XA~
17TH JUDICIAL DiBTRIC'c
R~i~'OYtMED JUDQMENT
On this the day of September 1998 came on to be heard Plaintiff
fine Town of Westlake, Texas (`~estlake") Defendant the City of Fort 'OVorth,
-N•
Texas ("Fort Worth'°) and intervenors Hillvp'ood Development Corporation,
Hillwood/WiIIow Bend, Ltd:;-Hillwood/822, Ltd., Hillwood/1088, Ltd., Lakeway
Land, Ltd, and Lakt~ray Property Compar;Y, Ltd. (~Flill~voad'~, by and through
their respective attor~ncys of ra:ord end announced to the Court that they have
~f~Ily settled amd compromised ali disputes between them arising out of this
lawsuit end requested that the Court vacate the ,judgment enteredara this mat-
ter on Februtasy 13, 1998 aid enter this final judgment in accordance arith ttie
•
parties' settlement ag~^eement; it~is therefore
,,~
r
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W0~ld L£ 9S A66ti-8Z-dSS
SEP 29 1998 3 18PM KELLY HART & HAI,I.MAN 817 8789280 NO 0245 P 2~
.• w
ORDERED, AD~TUDGED AND DECREED that the Judgment entered in
• this case on February 13, 1998 is hereby vacated, it is fv-rther
ORDERED, ADJUDGEb •AND DECREED that purported disar~nexations
and releases of extraterritorial jurisdiction of the property described in Eash~bit
"A" are riuII and void ab initio; it is further
ORDERED, ADJUDGED` AND DECRl~$D that aU, properly described-in
ERhibit "A" is and at all times sine May 2, 1997 has been withui the corpo-
rate limits of Westlake; it is further
ORDERED, ADJVDQED AND DECREED that all claims and daf'enses
asserted in this case other than those rrlat~cd to the adjudicatron herein that
the property described in F,?thibit "A" is in the corporate limits of Westlake, are
dismissed without prejudice to refiling the same; it is further
• ORDERED ADJUDGED AND DECREED that the artier shall be re-
P
sponsible for their awn costs and attorneys' fees; end it is further
ORDERED, ADJVD4ED AND DECREED that this judgment is nonap~
pealable. All relief not expressly granted herein is denied.
_.-
Signed this __ day of September, 1998
JUDGE PItES~~NG-
~•~
'~
_~ ~ S1~BS'B'
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SEP 29 1998 3 18PM KELLY HART & HAI,I,MAN 817 8789280 NU 0145 t' L4
~..
APPR4vED AS TO FORM AND SUBSTANC$:
•
E. Eldtidge• Goiz~a,, Jr
James W Morris, Jr.
Jeffrcp S. Wigdes
Ga7NS, UNDERI~OFL$R, CRAWFORD
da L/iNCiDON
a Regtsterrd Limited Liabfh'ty Partnersidp
1601 Elm Street, Suite• $300
Dallas, Texas 75201
{214) 9695454 (214) 969-5902 (Fax)
Attorn.eye for Plaintiff
TOWN OF t~ESTLARE, TEXA6
Doaaid E. Herrmann
. Dee J Keltp, ,rr
KELLY, H~IKT 8; ~3ALLMAI'i
201 Main St. Suite 2500
Fort Worth, Texas 76102
(81?) 332-2500; (817) 875-9280 (Fax)
Attorneys for Defendant
CI'!'7C OF FORT W07tTH, TEXA6
•
David Sryantt
fIQQHP~s 8s LVC,'E
IT1? Mein St., Suite 2800
Da11as, Texas ?5201
(214) 939-5500, (224) 939-6100 (Fast)
Attorne~-s for Iabeavonora
~LWOOD DEYLI~OP~'l~iT-Cd7tpORATZO~,
73ILLWOOD/W~LO~P SEi~D, LTD.,
>7~LLWOOD/dZ~, LTD., ffi4LS~tOOI'1•/7,088,
Ll'D., LAKgWAY L!~l~TD, L?D. and
LAS?~WAY PRaPERTY COMPA1fX,~'D.
ra.era+s E II''8'
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_,~ SEP 29 1998 3 19PM KELLY HART & HAI.I,MAN 817 8789280 NO U14~ r ~
XH ~_BIT "C"
LEGAL DESCRIPTION OF
DISANNEXED LAND SUBaEC1'
~OF FORT WORTH SUIT
6
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~~..
~ L
~.~
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~..._
•
EXHIBIT "D"
_~.___
O~tDER OF N'O~NSIJIT
HUNTRESS SUIT
SEP 29 1998 3 19PM KELLY HART & HALLMAN 817 8789280
NO 045 P Z6
.~
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SEP 29 1998 3 19PM
..,
SCOTT BRADLEY,
Plaintiff,
V5.
KELLY HART & HALLMAN 817 8789280
NO. 17.•168763-97
CARROLL HUNTRESS, HOWARD
DUDLEY, ]ERRY MOQRE and
AL OTLN,
oefendant~.
NO 0245 P 27
§ IN THE DISTRICT COURT
§ TARRANT COUNTY, TEXAS
§ `
§ 17TH DISTRICT COURT
o_ Rp~gL~rvoN~susT
'On this the day of September, I998 came on to be heard
PlaintifF Scott Bradley ("6~adley"), by and through hts attorneys oP record
and announced to the Court that he wishes to non-suit his claims in this case
without prejudice to the refiling of same and requested that the Court enter
this order The CourC, having considered the settlement and being fully ad-
vised In the premises, hereby makes the following judgments, orders and
degrees, it is therefore
ORDERED, AD7UDGED AND DECREED that all claims stated by
Plaintiff In this case are hereby nan-suited without prejudice to the refiling of
same it is further
ORDERED, ADJUDGED ANO DECREED that the parties Shell be re-
sponsibie for their own costs and attorneys' fees, it is further
ORDERED, AD]UDGED AND DECREED that all rel(ef not expressly
granted herein Is denied
• ~ -
aQOE~t oP Ac~surr :ao,e+var.r . E]LHIBl r "D" ~w. ~
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,.~ .
Signed this _____.,, day of September, 1998
7UDGE PReSiDi1VG
e
OADEN Or NAM~SL7T f7rl.~f/~ ~=BLT ~G~ ~
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~SEP 29~1998~ 3 19PM KELLY HAK'1' &~HALLMAN X11 ~i~y1~U NU UC4~ r ~y
r
EXHIBIT "E"
NILLWOOD CONSIDERATION
TO FORT WORTH
..
[TO BE SUPPLIED BY HUGHES 8c LUCE~
-_
,.
8z0i8Z0 d 009bLE---~~,gLtgt Ol
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09/18/98 14 56 FAX 817 224 6060 HILLWOOD DEVELOPMENT
WHEREAS the City endozses the creation of and supports the Center as
provided in this Agreement:
NOW THEREFORE for and in consideration of the mutual benefits to be
derived from the Center Hillwood and the City agree as follows
1. Opportunity Center Entity: Hillwood, at its expense, wall form an
Internal Revenue Code § 501(c)(3) entity (tl~e "Onaorturiity ,enter Entity") that will own
and operate the Center pursuant to articles of incorporation and by-laws similaz to those
attached hereto as Exhibit B. It is contemplated that the Opportunity Center Entity will
he governed by anise-member boazd of directors, consisting of six members representing
the private sector entities providing financial support for the Center and three members
from the general community Initial members of the board of directors will be asked to
commit to serve for a muumum of three years Idillwood will provide one of its
employees to serve on the board of directors. It is contemplated that the Opporhwlty
• Center Entity will organize an advisory committee consisting of human resources
directors of several diverse regional employers, which committee will have the
responsibility of establishing and consulting on an on-going basis regarding an operations
and training format for the Center and standards of performance that reasonably can be
expected to be achieved as a means of measuring the long term success of the Center
2. Site Acquisition.
(a) Hillwood, through its affiliate bTillwood investment Corporation, has
d
contracted tv purchase the real property and improvements commonly known as the
former Anderson Labs" facility containing approximately 3 6 acres of land and a
building of approximately 66 000 square feet, and being more particularly described on
the attached Exhibit C (the Anderson Site) The purchase puce for the Anderson site is
approximately $600 000 Hillwood has completed a satisfactory preluninary due
diligence investigation of the Anderson Site except for envitomnental assessments
currently underway if the environmental assessments do not reveal any environmental
• conditions on the Anderson Site that will require material envuorun,ental remediation,
lpJ UUL
Page 2
09/18/98 12 O1 FA% 817 224 6060 FIILLWOOD DEVELOPMr.iv'1 ~ uu.~
• Hillwood will (i) purchase the Anderson Site as promptly as reasonably possible (subject
to pcrfonnancc of the seller under the contract) in accordance with such purchase
contract, and (ii) will convey the Anderson Site, for no consideration and free and clear of
all monetary liens (other than the lien for current taxes) to the Opportunity Center Entity
(b) Hillwood acknowledges that the Anderson Site may not be large enough to
accommodate the future needs of the Center if the Center is successful m meeting
financial and trainuig goals Consequently, Hill~uvood shall provide For the Opportunity
Center Entity the opportunity through a separate agreement, to acquire the approximately
seven-acre site adjacent to the Anderson Stte generally shown on the attached Exhibit D.
(c) IF the environmental assessments of the Anderson Site are not satisfactory
to the City and Hillwood, or if Hillwood is unable to close its purchase of the Anderson
Site due to the default of the seller under the contract, Hillwood and the City will identify
a mutually acceptable and reasonably conoparable alternate site for the Center (the
• "Alternate Site"), and Hillwood will acquire the Alternate Site (assuming an
environmental condition acceptable to tine City axial Millwood and performance by the
seller thereof) and will convey the Alternate Site to the Opportuntty Center Entity in lieu
of the Anderson Site. The level oP I"mancial commitments of Hillwood set forth m Phis
agreement would apply likewise to the Alternate Site.
3. ihitial )Cmprovemez~ts. If the Anderson Site is acquired, Hillwood at its
cost, will refurbish, furnish and equip the existing building as the initial phase of the
pro]ect, substanrially in accordance with the scope desenption and capital budget
~ ~ reflected on the attached Exhibit E The cost of the initial phase unprovements is
~ ~ estunated to be approxnnately $800,000 Hillwood well complete such work with due
diligence, with an estimated completion date of August, 1999
Page 3
09/18/98 1L U~ 1~AX 817 214 tSUKU HILLWOOU llhVhLOYALt.iVl
• 4 Other Hillwood Commitments.
(a) Planning and Construction Management: Hillwood, will be responsible
for the initial master planning and management o.f the construction of the initial phase
irriprovemenl's Hillwood shall not ehazge any fee for such services.
(b) Executive Director: Hillwood, will engage a national search firm to
identify the most highly qualified candidate to be employed by the Opportunity Center
Entity as the executive director for the Center Hillwood will pay the placement fees
ehazged by such search firm.
(c) Financial Support: Hillwood will coordinate the endeavor to obtain a
broad-based private sector financial support to establish an endowment fund sufficient to
provide funding for the operation of tl~e Center on a long-term basis. The five-year tazget
for the endowment fund is $5 000 000 Hillwood s management of this endowment
campaign will allow the Center s executive director to focus pnmarily on the successful
developinenl and management of the operations of the Center rather than on significant
(d) Operation and Administration. Attached hereto as Exhibit ~' is a 5-year
annual operating budget for the Center (the "Operating Budget") Hillwood, for a period
t '~ "' of five years after the opening of the Center will fund the difference between (i)
7
' > operating revenues of the Center and endowment fund revenues, and (ii) the actual
operating costs of the Center, up to the budgeted costs amounts reflected in the Operating
Budget. It is anticipated tliat at the end of the fifth year of operations, the Center's board
of directors, after confemng with the City and Hillwood, will evaluate the success of the
Center and determine whether or not the Center s prospect for future success is viable,
and if so develop a strategic business plan for the next filve years If the board
•
fund ratsing_ Hillwood will contribute $100 000 toward this endowment fund. It is
,;
contemplated that the prvate sector employers utilizing the services of the Center will
pay appropnate Fees to the Opportunity Center Entity with the goal that ultimately those
fees, together with the earnings from the endowment fund, will be sufficient to fund the
on-going costs of operating the Ceziter
~uuo
Page 4
09/18/98 12 02 FAg 817 224 6oBo HILLWOOD DEV"ELOP9fENT moos
• determines that the Center should continue operations, and the endowment fund, at that
time, has not reached the above stated fivc~year target amount at the end of such five-year
period, Hillwood, at its election, either will fund the shortfall in such endowment fund or
~ continue to fund operating shortfalls (pursuant to a second five-year budget reasonably
approved by Hillwood) up to an aggregate amount after such fifth yeaz of $1 000 000 It
is contemplated that the Centers board of directors, following such initial five year
operation period, after confemng wrath the City and Hillwood will conduct annual
reviews of the Center s operations and results in order to determine whether or not to
continue the operation of the Center
(e) Training: During the first five years of operation of the Center Hillwood
will coordiriatc the rela.tionshtps between the CeilteT and institutions (referred in the
attached Exhibit A) that will provide the training and employment placement assistance
for prospective employees utilizing the Center in order to develop tratnttig programs that
will be complimentary to programs operated by similar organizations
• (f) Publicity: Hillwood will publicize the Center and its ro ams to laz e
P gr g
employers within the region.
5. City Commitments. The City sl~all provide such general support as
reasonably possible to enhance the opportunities for success of the Center it being
understood that the City is not making any comrnitments iii this Agreement to furnish any
financial support of the Center Specifically the City will incorporate into its overall
economic development strategies support of the Center's activities and funding by those
seeking to participate in economic development incentive programs sponsored by the
city
6. Miscellaneous.
(a) This Agreement shall be governed by the laws of the State of Texas may
not be amended except pursuant to a document signed by both the City and Hillwood,
.,
Pabc 5
09/18/98 12 02 FA% 817 224 6060 HILLWOOD DEVhLUYMhN1'
• aztd x».ay nvt be assigned by either party without the consent of the other party Venue for
any l~tigat~on pertaining to this Agreement will be in Tarrant County Texas.
(b) This Agreement !s being executed as part of the consideration to the City
re)ahve to the settlement of the pending Junsd~chonal dispute with the town of Westlake,
Texas
EX$C~(JTED TO BE EFFECTNE AS OF THE DATE FIRST ABOVE WRITTEN
Hillwood Development Corporation
By.
Title
The City of Fort Worth Texas
By.
T~tle-
•
•
~uui
Page 6
09/18/98 12 0~ f~AX 817LL4 6oKU H1LLriuuL L1=.VhLUYm>r~vl ,~
EXHIBIT A
FORT WORTH OPPORTUNITY CENTER
Concept.
Hillwood Development Corporation will act as the master planner and developer of a
state-of--the-art training and life skills development facility on the southeast side of Fort
Worth through the development of a greenfield project and the rehabilitation of an
existing facility Whsle 1~ort Worth has experienced remarkable econorruc growth, not all
segments of its populafion have shazed in that pTOSpenty The training and life skills
campus, called the Fort Worth Opportunity Center, will insure that those citizens of Fort
Worth are prepared for the jobs of the 21`` Century and have the vpporl'unity to achieve
economic self-sufficiency and produetlve caree~~s.
Drawing on the experience of the Alliance Opportunity Center the new Fort Worth
Opportunity Center will combine the efforts of both the private and public sector The
Fort Worth Opporttuuty Center will connect corporations with employment needs and
inner city fob candidates. The Opportunity Center will providE on-site training In areas
such as computer stalls, materials handling, semiconductor manufacturing, child care and
other customized programs to meet the nt:cds of candidates and employers- Add~fionally
the Opportunity Center will offer personal developuiezat courses in areas such as personal
finance in order to assist the candidates m balancing the challenges of managing a career
and a family
Proiect Description.
The first phase of the Fort Worth Opportunity Center will be comprised of a multa
purpose building that will house the following-
• Adrriinistrative Offices
• Ilifonnahorr Center
• Classroom Space
• Computer Lab
• Manufacturing Training Lab
Future phases of the campus development may include
• Child Development Center
• Personal Development Center
• Simulated Assembly /Manufacturing Space
• Interim / Pennaneni Housing
FWOC CONCEPT EXH1BlT A
09/18/98 11 03 r~ax 817 11~i tiutiu H1LLnUUL UhVhLUk'p1r,,V1 Sulu
EXHIBIT A
Services Provided.
• Training Education and Assessment
• Linking Employers and Job Candidates
• Information Services
• Prenatal and Childhood Development Services
• Transportation
Example Program Participant.
The Fort Worth Opportuzttty Center will specifically target services and trauung .for those
individuals in the Fort Worth community who are considered to be in high risk categories
or are coristdered to be under-served at the current time. The Oppoz'h.inity Center will
provide on-site a full range of services to the commtinaty through its partnerships with
service and training providers.
• Atypical participant would either be contacted directly by outreach efforts of the center
and its partners or come into the zziformai~on center on campus. After an introduction of
services and training opportt>.iiihes, time will be spent idenhfyitng the client's goals and
zaeeds Training candidates will be matched with fob openings and training programs
associated with those openzz-gs. In addition, trainees personal issues wi116e addressed
Goals include
Li.riking participants with compensation and benefits while they are learntnig
Providing job placement pnor to tr'ainirig completion
Providing education services to pazticipants aimed at creating stronger families and
addressing early chi Idliood development issues
Addressing participants housuag and transportation needs
•
FWOC CONCtY'1' EXHIBIT A
ua~ls~a~ ie u~ rab iii zz~ oucsu
H1LLrruuL LhVhLUYAlr.ivl
EXTiIBIT B
ARTICLES OF INCORPORATI(5-N
OF
FORT WORTIi OPI'ORT[J1YIT~C CENTER
I, the undersigned natural person, being of the age of etghteen (18) years or more, acting
as incorporator of a corporation pursuant to section 3 OI of [he Texas Non-Profit Corporation
Act, do hereby adopt the foitowing Articles of Incorporation for such corporation_
ARTICLE O1~IE
The name of the corporation xs FORT '4VORT1':I OPPORTLInTITY CENTER
ARTICLE TWO
The corporation is a nori-profit corporation.
ARTICLE THREE
The Corporation is to have perpetual ex:rstence.
ARTICLE FOUR
~l u 1 1
1 The Corporation is orgazri7.ed and shall 6e operated exclusively fvr chaatable
purposes (whiich shall 6e deemed to include reiigious, charitable, scientific, literary or
educational purposes, or the prevention of cruelty to children or aniinais, within the meaning of
these terms as used in sechvn SOI(c)(3) of the Internal Revenue Code or the corresponding
provisions of aay subsequent federai tax Iaw (the `Code"j and wader the laws of the state of
Texas) and, subject to such himitations and conditions as are or may be prescribed by law to
exercise such other powers which now or hereafter tnay. be conferred by law upon a corporation
organized for the purposes heretnabove sel forth, or necessary or incidental to the powers so
conferred, or conducive to the attaznrrtent oftkie above-stated purposes of the Corporation-
Z Notwitl~stariding any other provision of these Articles of Incorporation, the
Corporation shall aerther nave nor exercise any power nor shall tt engage directly or uidirectly to
any activity that would invalidate its status as a corporation (a) which is exempt from federal
income taxation as an organization described in section 501(c)(3) of the Code, or
(b) contributions to wl~ich are deductible from taxable income under section 170(c)(Z) of the
Code.
•
pp7500.ppipp:037537a.01
U 10 bJ l~ U 1':~a> O ~: Y UOU V LL UVU LL GLV .LLLy\1 ~1
EXHIBIT B
3 In furtherance of its purposes as aforesazd, the Corporation shall have all of the
powers enumerated in Article 2.02 of the Texas Non-Profit Corporation Act.
ARTICLE rIVE
The street address of the initial registered office of the Corporatton is
and the name of its tnitYal registered agent at such
address is
ARTICLE SIX
1 The number of directors and the method of their appointment shall be determined
by the Bylaws of the Corporation, and shall be subject to change from time to tune as the Bylaws
maybe amended. The number of directors shall never be less than three (3).
2. Tize number of directors constituting the initial Board of Directors of the
Corporation is Lam, anal th,e names and addresses of the persons who are to serve
as the initial directors aze:
I~Iame Address
3 The members of the Board of Directors shall serve without compensation, and no
member of the Board of Directors shall receive any pecuniary benefit fxom the Corporation
except reimbursement for actual expenses incurred in connection with the business of the
Corporation and tndeinnificahon in the manner and to the extent provided in Article Twelve and
the Bylaws of the Corporation.
4 The Coiporatioit shall indemnify its directors to the fullest extent provided by law
ARTICLE SI/VEN
The name and street address of the tncorporator are_
Name Address
ARTICLE EIGIiT
• The Corporation shall have no ctiembers
2
09!18/98 12 04 FA% 817 224 6060 HILLWOOD llhVhLUYMr,iV'1 ~1u1o
EXHIBJT B
•
ARTICLE NINE
The initial Bylaws of the Corporation shall be adopted by the Board of Directors, and the
power to alter amend or repeal the Bylaws or adopt ne~uv Bylaws shall be vested to the Board of
Directors
ARTICLE TEN
Anything in these Articles of Incorporation to the contrary notwithstanding, all or any
part of these Articles of Incorporation may be amended from time to time only upon the
affirmative vote of a majority of the directors present at any mccting at which there is a quorum,
provided, however, that no amendzaent will be made which will cause the Corporation to cease
to be an organization described in sccrion SO1(c)(3) of the Code.
ARTICLE .ELEVEN
1 The Corporation is not organi~.ed for pecuniary profit, nor shall It have any power
to issue certificates of stock or declare dividends. The balance, if any of all money and other
.assets received by the Corporation from its operations, after the payment m full of all debts and
obligations of the Corporation of whatever 1dnd and nature, shall be used and distn~uted
exclusively fo>• carrying out only the purposes of the Corporation as particularly set forth in
Article Four
2. The directors of the Corporarion shall comply with the notice req»~rements
contained in section 508(a) of the Code.
3 No part of the net eartungs of the Corpora>lon shall more or be payable to or for
the benefit of any pnvate individual, including the Corporation s directors and officers, except
that the Corporation shall be suthori~~cd and empowered to pay reasonable compensation for
services rendered, to make payments and distributions to furtherance of the purposes set forth in
Article Four and to indemnify officers and directors as provided in Article Twelve and in the
Bylaws of the Corporation.
4 No substantial part of the acttvities of the Corporation shall consist of carrying oti
propaganda, or otherwise attempting to influence legislation, nor shall it in any manner or to any
extent participate in, or intervene in (including the publishing or distributing of statements), any
political campaign on behalf of any candidate for publte office. nor shall the Corporation engage
in any actt~tttcs that are unlawful under applicable federal, state or local laws
5 The Corporation shall not operate for the pnmary purpose of carrytng on a trade
or business for profit.
•
09 lei/9if 1L U4 i'~13 1f17LLd KUKU rilLLIVUUll llhVhLUYD1hiV1 fir. u13
EXHIBIT B
• 6 Upon the dissolution of the Corporation, assets shall be distributed for one or
more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or
the corresponding section of any future federal tax code, or shall be distributed to the federal
government, or to a state or Local government, for a public puipose_ Any such assets not so
disposed of shall be disposed of by a court of competent jurisdiction of the county in which the
principal office of the Corporation is then located, exclusively for such purposes or to such
organtzativn or organizations, as said court shall determine, which are organized and operated
exclusively for such purposes.
7 A contribution or gz~ made by a corporation to the Corporation shall be used 6y
the Corporation for charitable purposes solely within the Uatted States or its possessions.
8 The Corporation shall distribute its income for each taxable year at such time and
in such manner as not to become subject to the tax oz~ undistributed income imposed by section
4942 of the lnterual Revenue Code.
9 The Corporation shall not engage in any act of self-dealing as defined in sectYOn
4941(d) o f the Internet Revenue Code.
10_ The Corporation shall not retain any excess business holdings as defined in
section 4943(c) of theIntetztal Revenue Code.
11 The Corporation shall not make any investments in such manner as to subject it to
under section 494-4 of the Internal Revenue Code.
12. The Corporation shall not make any taxable expenditures as defined to section
4945(d) of the Internal Revenue Code.
ARTICLE TWELVE
1 No director of the Corporation shall be liable to the Corporation or its other
directors for rrionetary damages (other than taxes, penalties and expenses of correction as
described in Trea.s_ Reg. § 53 4941(d)-2(f)(3)) for an act or omission in the director s capacity as
a director except that thzs article does nvt eliminate or Limit rite liability of a director to the
extent the director is found liable for an act or omission which is
A. a breach of the director s duty of loyalty to the Corporation or its directors
B an act or ornisston not in good faith that constitutes a breach of duty of the
director to the Corporation or an act or omissions that involves intentional misconduct or a
knowing violation of the law
C a transaction from whtch the director receives an improper benefit, whether or not
the benefit resulted fxom an action taken wtthzn the scope of the director s office; or
•
4
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• D an act or omisston for wtuch the liability of a director is expressly provtded by an
$pplicable statute.
2. The Corporation shall indemnify a person who was, is or is threatened tv be madc
a named defendant or respondent in a proceeding because the person was or is a director of the
Corporation to the fullest extent allowed by and in accordance with, the terms and pzovisions of
sectton 2.22A of the Texas Non-Profit Corporation Act (as amended and in effect from time to
txtne), including, but not limited to the indemiiiftcatior-s provided by Sections B H, I, J and IC
thereof. For purposes of this paragraph Z of this Atttcle Twelve, director" slxall mean any
person who is or was a director of the Corporation acid any person who, while a director of the
Corporation, is or was serving at the request oi' the corporation as a director, ofbcer, parer
venturer, proprietor trustee, employee, agent or siitv.lar fiuictionary of another foreign or
domestic corporation, partnership, point venture, sole proprietorship, trust, employee benefit plan
or other enterprise.
~1UlJ
3 This Article Twelve shall be deemed to incorporate by Reference any future
amendments to applicable law that further limit or eliminate the personal liability of du~ectors, or
provide for the indemiuficahon of directors by the Corporation_
4 Any repeal or modification of all or part of this Article 1~c-elve by the directors of
the Catporatiori shall not adversely affect any right or protection of a director of the Corporation
• existing at the time of such repeal or modificatton.,
IN'GUI'INFSS WHEREOF I have hereunto set my hand, this day of
1998.
FORT WORTH OPPORTTJNITY CENTER
By.
YZicorporator
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• BYLAWS
OF
FORT WORTH OPPORTUNTTY CENTER
ARTICLE I
Offices
W_l 1
Section 1 The reg~sieTed office shall be located m the City of Forl' Worth, County of
Tarrant, State of Texas
Section 2 The corporation may also have offices at such other places, either within
or without the State of Texas, as the boazd of directors may from time to tune determine or as the
business of the corporation may require
ART1Cl:E II
Directors
Section 1 The affairs of the corporai~on shall be managed by the board of directors
. in accordance with these bylaws, the Texas Non Profit Corporation Act (the Act') and the
corporation s articles of incorporation, as amended from time to time.
Section 2 7,'he number of directors oi' the corporation shall be at least three (3), or
such other number as determined from time to tlnie by resolution of the board of dlrectors or as
stated in the corporation. s articles of incorporation. Thy dlrectors shall be appointed as provided
in Section 3 of this Article, and each director appointed shall hold office for
~~ years and until his successor is elected and qualified. Each director shall serve until the
end of his or her term of office or if earlier lentil his or her death, resignation, retirement,
disqualtficatlon or removal from office. Directors need not be residents of the State of Texas.
The number of dlrectors may be increased or decreased from tuTie to time, but no decrease shall
have the effect of shortening the term of any incumbent director
ection 3
(a) Vacancies in the boazd of directors shall exist if either of the following events
occurs (1) a director dies, resigns or is removed from office or (2) the authorized number of
directors is increased or (3) a director s term of affiee ends in accordance with Section 2 of this
Article. The board of directors may declare vacant the office of a director in any of the followui,g
cases (a) if such director is adjudged incompetent by an order of court, if a guardian or other
personal representative of such director is appointed by a court, or 1J' tWo licensed doctors of
medicine each affirm in a written instrument signed by such doctor that he or she has examined
such director and has concluded, based upon such examination, that such director is unable to
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discharge tits or her dupes as director- (b) if such director is finally convicted of a felony- or (e) if
within sixty (60) days after nonce of such director s appointment, he or she does not accept the
office either in Writing or by attending a meeting of the board of directors.
(b) Any vacancy occuamng in a position on the boazd of directors shall be filled by a
ma~onty of the remasning directors then serving
(c) Tf the board of directors accepts the resignation of a director tendered to take
effect at a Future time other than. the time at which his or her terns would otherwise expire, the
successor to such director maybe selected in accordance with above paragraph (b), to take office
when the resignation becomes effective. A director appoiitted to fill a vacancy that exists for any
reason other than the end of his or her successor's term of office in accordance with Section 2 of
this Article shall be appointed to the unexpired term of tits or her predecessor in office.
(d) Any director may be removed, with or without cause, at any time by the
affirmative vote of two-thuds of the authorized nwnber of directors.
Meetings of the Board of Directors
Section 4 Meetings of the board of directors, regular or special, may be held either
within or without the State of Texas Any regular or special meeting is valid, wherever held, if
held on written consent o.f all members of the'boazd of directors given either before or after the
meeting and filed with the secretary of the corporation.
Section 5
Monday of
A regular annual meeting oi`the board of directors shall be held on the first
of each year at such place as shall be fixed by notice from the
chairman of the board, and no notice of such meeting shall be necessary to the newly appointed
directors in order legally to constitute the meeting, provided a quonun shall be present. Iri the
event of the failure to fix the ttrnc and place of such regular annual meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and place so fixed, the
meeting may be held at such time and place as shall be specified in a notice given as hereinafter
provided for special meetings of the board of directors, or as shall be specified in a written
Walver signed by all of the directors
. eciion 6 Except as otherwise provided to SectYOn 5 of this Article, regular meetings
of the board of directors may be held without. notice at such time and at such place as shall from
time to time be determined by the board of directors
Section 7 Special meetings of the board of directors may be called by the president
and shall be called by the secretary on the written request of at least tWo (2) directors. '~Vntten
notice of special meetings of the board of directors shall be given personally or sent by mail or
by other form of. written con-irniinieation, to each director at least five (5) days before the date of
the meeting Except as set forth in Article VT hereof, neither the business to be transacted at, nor
the purpose of, any regular or special meeting of the board of directors need be specified in the
nonce or waiver of notice of such meeting
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ection 8 A majority of the authorized number of directors shall constitute a quorum
For the transaction of business, and the act of the majority of the directors present at a meeting
duly held at w}uch a quorum is present shall be the act of the board of directors, unless a greater
number is required by law or the articles of incorporation or as otherwise set forth in these
bylaws Each director present at a meeting will be deemed to have assented to aay action taken
at the meeting, unless his or her dissent to the action is entered in the minutes of the n7eeting, or
unless the director shall file his or her written dissent thereto with the secretary of the meetung or
shall forward such dissent by certified mail to the secretary of the corporation immediately after
such meeting If a quorum shall not be present at any meeting of the board of directors the
directors preseiit thereat may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present. At such ad~oumed meeting at
vvhtch a quorum shall be present, any busuicss may be transacted which might have been
transacted at the meeting as originally notified and called.
Section 9 Any action required or pennitted to be taken at a meeting of the board of
directors or any committee thereof may be taken without a meeting if a consent iii writing,
setting Forth the action taken, is signed by all of the members of the board of directors or the
committee, as the case may be, and such consent shall have the same Force and effect as a
unanunous vote at a meeting SLib~ect to the provrsiozis required herein for nonce of meetings,
members of the board of directors or of any committee designated by the boazd of ducctors may
participate in and hold a meeting of such board or committee by means of coztference by
• telephone or sirrizlar communications equupment such that all persons participating m the meeting
can hear each other and participation in a meeting pursuant to this Section 9 shall constitute
presence in person at such uieehng, except where a person participates in a meeting for the
express purpose of ob~echng to the transaction of any business on the ground that the meeting is
not Lawfully called or convened.
Committees of Directions
Section 10 The board of directors, by resolution adopted by a majority of the full
board, tnay designate from among its members one or more committees, each of which, to the
extc>nt provided in such resolution, shall have and may exercise all of the authority of the board
of directors, except that no such committee shall have the authority of the board of directors in
reference to amending the articles of incorporation, approving a plan of merger or a plan of
consolidation with another corporation, authorizing the sale, lease or exchange of all or
substantially all of rite property and assets of the corporation otherwise than in the usual acid
regular course of its business, authorizing a voluntary dissolution of the corporation or a
revocation thereof; adopting a plan for the distribution of the assets of the corporation, amending,
altering or repealing the bylaws of the corporation or adopting new bylaws of the corporation,
filing vacancies in the board of directors or any such committee; filling any directorship to be
filled by reason of an increase in the nurrtber of directors electing or removing officers of the
corporation or members of any such conututtee; fixing the compensation of any member of such
corrxmittee- altering or repealing any resolution of the boazd of directors that, by its terms,
provides that it shall not be so amendable or repealable or taking any action outstde the scope of
authority delegated to it by the board of directors Vaeanci.es in the membership of any such
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• committee shall be filled by the boaazd oi' directors at a regular or special meeting thereof. Any
such committee shall keep regular minutes of its proceedings and report the same to the board of
directors when required. The designation of a committee of the board of directors and the
delegation thereto of authority shall not operate to relieve the board of directors, or any member
thereof, of any responsibility imposed by law Each director shall be deemed to have assented to
any action of a committee, unless he or she shall, within seven (7) days after receiving actual or
constructive notice of such action, deliver his or her written dissent thereto to the secretary of the
corporation. Members of airy such committee shall serve at the pleasure of the board of directors
Comyensarioo. of Directors
Section 11 The directors rrlay be paid their expenses, if any of attendance at each
meeting of the board of directors Directors as such shall not receive any compensation for then
ser~vi.ees, but nothing herein shall be construed to preclude any director from serving the
corporation m any other capacity and receiving compensation therefor Members of special or
standing committees may be paid their expenses, if any of attendance at committee meetings
Chairman of the Board
Section 12 The board of directors may in its discretion, choose a chairman of the
board who shall preside at meetings of the directors and shall be an ex officio member of all
standing committees The chairman of the board shall have such other powers and shall perform
such other duties as shall be destgiiated by the board of directors. The chairman of the board
shall be a member of the board of directors, but no other officers of the corporation need be a
director The chairman of the board shall serve until his or her successor is chosen and qualified,
but maybe removed at any time by the affirmative vote of a ma~onty of the board of directors.
ARTICLE iII
Notices and Rea,Luests
Section 1 Notices and requests to directors or officers shall be in writing and
delivered personally or by telecopy or mailed to the directors or officers at their addresses
appearing on the books of the corporation. Notice or request by nz.ail shall be deemed to be givezi
and received When deposited in the United States mail addressed to the addressee at his or her
address as it appears on the records of the corporation, with adequate postage thereon prepaid,
notice or request by personal delivery or telecopy shall be deemed to be given a>ad received at the
time when same shall be actually received by the person to whom addressed. Notices and
requests to directors and officers niay also be given by telegram, and shall be deemed delivered
when same shall be deposited at a telegraph office for transmission and all appropriate fees
therefor have been paid.
Section 2. Whenever any notice is required to be given to any director under the
provisions of any statute or of the articles of incorporation or of these bylaws, a waiver thereof iri
writing signed by the person or persons entitled to such notice, whether before or after the time
stated therein, shall be equivalent to the giving of such notice.
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• Section 3 Attendance of a director at a meeting shall constitute a waiver of notice of
such meetirig, except where a director attends a meeting for the express purpose of ob~ectmg to
the transaction of any business on the ground that the meeting is not lawfully called or convened.
ARTICLE N
Officers
Section 1 The officers of the corporation shall consist of a president and a secretary
and may also consist of one or more vice-presidents, a treasurer and such other officers as may
be elected or appointed by the board of directors. Any two or more offices may be held by the
same person, except the offices of president and secretary
Section 2. The board of directors, at its annual meeting, shall choose a president and
a secretary and may choose one or more vice-presidents, a treasurer and such other officers as tt
deems appropriate, none of whom need be a member of the board of directors.
Section 3 Sucl1 other officers and assistant officers and agents as n~iay be deemed
necessary may be elected or appointed by the board of directors to hold office for such period,
have such authority and perform such duties as are provided by the bylaws or as the board of
directors may determine.
. Section 4 The salaries of all officers and agents of the corporation shall be fixed
from time to time by the board of directors
Section 5 Each officer of the corporation shall hold office uniYl he or she shall resign
or shall be removed or otherwise disqualified to serve, or his or her successor shall be chosen and
qualified. Any officer or agent maybe removed by the board of directors, witli or without cause,
whenever in its judgment the best interest of the corporation will be served thereby but such
removal shall be without prc~udice to the contract rights, if any of the person so removed. Any
vacancy occurring in any office of the corporation by death resignation, removal or otherwise
shall be filled by the board of directors.
The President
Section 6 The president shall be the chief executive officer of the corporation, shall
have general and active management of the busyness of the corporation and shall see that all
orders and resolutions of the board of directors are carved into effect. In the absence of the
chairman of the board or in the event the board of directors shall not have designated a chairman
of the board the president shall preside at meetings o f the board of directors
ecti n 7 The president shall execute bonds, mortgages and other contracts, except
where the execution thereof shall be expressly delegated by the board of directors to some other
officer or agent of the corporation
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The Vice Presidents
Section g The vice presidents, m the order of their seniority or otherwise, as
deterrriined by the board of directors, shall, in the absence or disability of the president, perform
th,e duties and exercise the powers of the president. They shall perform such other dunes and
have such other powers as the board of directors shall prescribe.
The Secretary and Assistant Secretaries
Section 9 The secretary shall attend all meetings of the board of directors and record
all tl-ie proceedings of the meetings of the board of directors in a book to be kept for that purpose
and shall perform like duties for the standing committees, when required- The secretary shall
give or cause to be given, notice of special meetings of the board of directors, and shall perform
such other duties as may be prescribed by the board of directors or president, under whose
supervision the secretary shall serve
Section 10 The assistant secretaries, in the order of their seniority or if there be none,
the treasurer acting as assistant secretary or otherwise, as determined by the board of directors,
shall, in tlic absence or disability of the secretary perform the duties and exercise the powers of
the secret~lry They shall perform such other dupes and have such other powers as the board of
directors may from time to trine prescribe.
The Treasurer sad Assistant Treasurers
• Section 11 The trcastuer shall have custody of the corporate funds and securities and
shall keep full and accurate accounts of receipts and disburserrients >.n books belonging to the
corporation and shall deposat all moneys and other valuable effects in tl7e name and to the credit
ofthe corporation in such depositones as maybe designated by the board ofdirectors
Section 12 The treasurer shall disburse the funds of the corporation as may be ordered
by the bo~u-d of directors, taking proper voucheTS for such disbursements, and shall render to the
president and the board of directors at its regular meetings or when the board of directors so
regwres an account of all his or her transactions as treasurer and of the financial condition of the
corporation.
Section 13 If required by the board of directors, the treasurer shall give the
corporation. a bond in such stun and with such surety or sureties as shall be satisfactory to the
boazd of directors for the faithfiil performance of tl~e duties of tits or her office and for the
restoration to the corporation, in case of the t7easturer's death, resignation, retirement or removal
from office, of all books, papers, vouchers, money and other property of whatever kind rn the
treasurer s possession or tinder his or her control belonging to the corporation.
Section 14 The assistant treasurers, in the order of their sen~onty or otherwise, as
determined by the board of directors, or the secretary acting as assistant treasurer shall, in the
absence or disability of the treasurer perform the duties and exercise the powers of the treasurer
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They shall perform such other dunes and have such other powers as the board of directors may
from titre to time prescribe.
ARTICLE V
General Provisions
ection 1 The board of directors may authorize and the corporation may make
dtstributrons, subject to any restrictions in the articles of incorporation and lim.itahons set forth in
the Act_ Except as otherwise specifically provided herein, the board of directors shall make no
distribution that inures to tlae benefit of any disqualified person (within the mearnng of Section
4946(x) of the Internal Revenue Cade of 1986 as amended (the `Code"))
ection 2 The board of directors may by resolution create a reserve or reserves out of
surplus or designate or allocate any and all of its surplus in any manner for any proper propose or
purposes, and nay increase, decrease or abolish any such reserve in the same manzier
ection 3 The board of directors may accept vn behalf of the corporation any
contribution, gift, bequest or devise for the general purposes or for any special purpose of the
corporation. The board of directors may make gins and give chartable contributions that are not
prohibited by statute, these bylaws, the articles of incorporation acid any requirements for
maintauung the corporation s federal and state tax status
. Section 4 The board of directors may authorize any officer or officers, or agent or
agents of the corporation, in addition to~the officers so authon~ed by these bylaws, to enter into
any contract or execute and deliver any instrument to the name of and on behalf of the
corporation, and such authority may be general or confined to specific instances, including,
without limitation, contracts for administrative and other services in furtherance of the exempt
purposes of the corporation.
ection 5 All checks, drafts or other orders for payment of money notes or other
evidences of indebtedness issued In the name of or payable to the corporation shall be signed or
endorsed by such officer or officers or such other person or persons as the board of directors may
frorn time to time designate.
ection 6 All funds of the corporation shall be deposited from tune to time to the
credo of the corporation in such banks, trust coinpames or other depositories as the board of
directors may select.
Section 7 The fiscal year of the corporation shall be fixed by resolution of the board
of directors
Section S The corporate seal, if any shall have inscribed thereon the name of the
corporation, and be in a form approved by the board of directors. Tl~e seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.
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. Section 9 The corporation shall keep correct and complete books and records of
account and shall also keep at the registered or principal office of the corporation a record giving
the names and addresses of tk~e directors entitled to vote. All books and records of the
corporation may be inspected by any director or his or her agent, accountant or attorney for any
proper purpose at any reasonable time.
ARTICI:E VI
Amendment of Bylaws
Section 1 The board of directors may amend or repeal these bylaws, or adopt new
bylaws at any regular meeting of the board of directors or at any special meeting of the boazd of
directors if nonce of such amendirient, repeal or adoption of new bylaws is contained in the
notice of such meeting. 1~l'o amendment irtay be made to these bylaws which would alter the
corporation s purposes as stated in. the articles of incorporation, as amended from time to time, ar
which would cause any benefit, other than reasonable compensation as determined under Section
12 of Article II or Section 4 of Article 1:'V to lmure to aay person who has a personal or private
interest m the activities of the corporation.
ARTICLE VII
I~ademnification of Officers and Directors
• ection 1 As utilized ~n this Article, the following terms shall have the meanings
indicated.
(1) `Corporation includes any domestic or foreign predecessor entity of the
corporation in a merger consolidation or other transaction in w)tach the liabilities of the
predecessor are transferred to the corporation by operation of law aild in any other transaction vn
which the corporation assu.rries the liabilities of the predecessor but does,not specifically exclude
liabilities that are the subject matter of this Article.
(2) `Director" means any person who is ~or was a director of the corporation and any
person who wk~i le a director of the corporation, is or was serving at the request of the corporation
as a director officer partner venturer proprietor trustee, employee, agent or sunilaz functionary
of another foreign or domestrc corporation, partnership point venture, sole proprietorship trust,
employee benefit plan or other enterprise.
(3') `Expenses" include court costs and attorneys fees.
(4) `Official capacity means (1) when used with respect to a director the office of
director in the corporation, and (ii) when used with respect to a person other than a director the
elective or appointive office 1n the corporation held by the officer or the employment or agency
relahonsl~ip undertaken by the employee or agent on behalf of the corporation but
notwithstanding any provision hereof to the contrary official capacity as defined in both
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. (i) and (ii) above does not include service for any other fvrelgii or domestic corporation or any
partnership, ~oizit venture, sole proprietorship trust, employee benefit plan or other enterprise.
(5) `Proceeding means any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, adnvnistrative, arbitrative or investigative, any appeal in
such an action, suit or proceeding and any ingtury or investigation that could lead to such an
action, suit or proceeding.
Section 2 The corporation shall indemnify a person who was, is or is threatened to
be made a named defendant or respondent in a proceeding because the person is or was a director
only if it is determined in accordance with Section 6 of this Article that the person_
(1) conducted himself or herself in good faith, (2) reasonably believed. (a) in the case of cvnducl
!n his or her official capacity as a director of the corporation, that lus or her conduct was m the
corporation s best interests, and (b) in all other cases, that lus or her conduct was at least not
opposed t~ the corporation s best interests and (3) m the case of any criminal proceeding, had no
reasonable cause to believe that his or her conduct was unlawful
ection 3 A director shall not be indemnified by the corporation as provided m
Section 2 of this Anc~te for obligations resulting from aproceeding- (1) in which the director is
found liable on tl~e basis that personal benefit was improperly received by him or her whethcr or
not the benefit resulted from an action taken in the person s official capacity- or (2) in which the
person is found liable to the corporation, except to the extent permitted ui Section 5 of this
Article
• Section 4 The terniination of a proceeding by judgment, order settlement or
conviction or on a plea of polo corttendere or its equivalent is not of itself determinative that the
person did not meet the requirements set forth m Section 2 of this Amcle A person shall be
deemed to have been found liable in respect of ally claam issue or matter only after the person
shall have been so adjudged by a court of competent ~unsdiction after exhausi~on of all appeals
therefrom.
Section 5 A person may be indemnified by the corporation as provided in Section 2
of this Arhele against judgments, penalties (including excise and similar taxes), fines, settlements
and reasonable expenses actually incurred by the person in connection with the proceeding; but if
the person is found liable to the corporation or is found liable on the basis that personal benefit
was improperly received by the person, the indemnification (1) is limited to reasonable expenses
actually incurred by the person in connectron with the proceeding, and {2) shall not be made in
respect of any proceeding in which the person shall have been found liable For willful or
intentional misconduct in the performance of his or her duty to the corporation.
Section 6 A determination of mdenuiificatlon under Section 2 of this Article must be
made (1) by a majority vote of a quorum consisting of directors who at the tune of the vote are
not named defendants or respondents in the proceeding• (2) if such a quorum cannot be obtained,
by a majority vote of a committee of the board of directors, designated to act in the nnatter by a
ma~onty vote of all directors, consisting solely of two or more directors who at the time of the
vote are not named defendants or respondents in the proceeding; oT (3) by special legal counsel
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• selected by the board of directors or a committee of the board of directors by vote as set forth in
subsection (1) or (2) of this Section 6 or if such a quorum cannot be obtained and such a
committee cannot be established, by a majority vote of all directors.
Section 7 Authonzation of indemnification and determination as to reasonableness
of expenses must be made Ln the same manner as the determination that indemnification is
permssible, except that if the determination that videmnification is permissible is made by
special legal counsel, authon~ation of indemnification and determination as to reasonableness of
expenses must be made an the manner specified by subsection (3) of Section 6 of this Article for
the selection of special legal counsel. Notwithstanding. the preceding sentence, a provision
contained in the articles of incorporation, the bylaws, a resolution of directors or an agreement
that makes mandatory the undemnificahon described in Section 2 of this Article shall 6e deemed
to constitute authonzatron of indemnification iri the manner required herein, even though such
provision may not have been adopted or authorized in the same manner as the determination that
indemnification is petinissible
Section 8 The corporation shall indemnify a director against reasonable expenses
inetured by such director ii7, connection with a proceeding to which he or she is a named
defendant or respondent because he or slie is or was a director if the director has been wholly
successful on the merits or otherwise, in the flefense of the proceeding.
ectYOn 9 If, upon application of a director a court of competent ~unsdiction
determines, after giving any notice the court ebnsiders necessary that the director is fairly and
• reasonably entitled to indemrufication in view of all the relevant circumstances, whether or not
he or she has met the requirements set forth in Section 2 of this Article or has been found liable
in the circumstances described m Section 3 of this Article, the corporation shall uidemnify the
director to such further extent as the court shall determine but if the person is found liable to the
corporation or is found liable on the basis that personal benefit was improperly received by the
person, the indemnification shall be limited to reasonable expenses actually incurred by the
person to connection with the proceeding.
Section 10 Reasonable expenses uicurred by a director who was, is or is threatened to
be made a named defendant or respondent in a proceeding may be paid or reimbursed by the
corporation in advance of the final disposition of the proceeding and without the determination
specified to Section 6 of this Article or the authorization or determination specified in Section 7
of this Article, after the corporation receives a wnttcn affirmahoii by the director of the director's
good faith belief that he or she has met the standard of conduct necessary for mdemnifcation
under this Article and a wntten undertaking by oi• on behalf of the director to repay the amount
paid or reunbursed if it is ultimately determined that the director has not met that standard or it is
ultimately determined that mdemnificabon of the director against expenses incurred by litm or
her in connection with that proceeding is prohibited by Section 5 of this Article. A provision
contained in the articles of incorporation, these bylaws, a resolution of the directors or an
agreement that makes mandatory the payiiient or reimbursement permitted under this Section
shall be deemed to constitute authonzation of that payment or reimbursement. `u`
•
10
007 500.00100:03753 is2.01
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EXHIBIT B
• Section 11 The written undertaking requued by Section 10 of this Article must be an
unlimited general obligation of the director but need not be secured. It may be accepted without
reference to financial ability to make repayment.
Section 12 Notwithstanding any other provision of this Article, the corporation may
pay or reimburse expenses incurred by a director in connection with his or her appearance as a
wibo.ess or other participation in a proceeding at a time when the director is not a named
defendant or respondent in the proceeding
Section 13 An officer of the corporation shall be indemnified by the corporation as
and to the same extent provided by Sections 8 and 9 of tits Article for a director and is entitled to
seek indemnification under those Sections to the same extent as a director The corporation may
indemnify and advance expenses to an officer employee or agent of the corporation to the same
extent that it may indemnify and advance expenses to directors under this Article.
Section 14 The corporation may indemnify and advance expenses to persons who are
not or were not officers, employees or agents of the corporation but wlio are or were serving at
the request of the corporation as a director officer partner venturer proprietor trustee,
employee, agent or sunilar functionary of another foreign or domestic corporation, partnership
louit venture sole proprietorship tnlst, employee benefit plan or other enterprise to the same
extent that it may indemnify and advance expenses to directors under this Article.
Suction 15 The corporation inay indemnify and advance expenses to an officer
employee agent or person identified in Section ] 4 of this Article and who is not a director to
such .further extent, consistent with law as may be provided by the articles of incorporation,
these bylaws, general or specific action of the board of directors or contract or as permitted or
required by common law
Section 16 The corporation may purchase and mauntain insurance or another
arrangement oii behalf of any person who is or was a director officer employee or agent of the
corporation or who is or was serving at rite request of the eorporarion as a director officer
partner, venturer proprietor trustee, employee, agent or sinnlar functionary of another foreign or
domestic corporation, partnership ~omt venture, sole proprietorship trust, employee benefit plan
or other enterprise, against any liability asserted against him or her and incurred by him or her in
such a•capacity or arising out of his or her status as such a person, whether or not the corporation
would have the power to indemnify the person against that liability under this Article Without
limiting the power of the corporation to procure or maintain any kind of insurance or other
arrangement, the corporation may for the benefit of persons indemnified by the corporation
(1) create a trust fund, (2) establish any form of self insurance (3) secure its indemnity
obligations by grant of a security interest or other lien on the assets of the corporation, or (4)
establish a letter of credit, guaranty or surety arrangement. The insurance or other arrangement
may be procured, maintained or established within the corporation or with any insurer or other
person deemed appropriate by the board of directors, resardless of whether all or part of the stock
or other szcunties of the insurer or other person are owned in whole or part by the corporationi_ Cn
the absence of fraud, the~udgmcnt of the board of directors as to the terms and conditions of the
insurance or other arrangement and the identity of the insurer or other person participating iii an
11
007500.00100:03 753 82.01
~U!!/1!S/9!1 1L.01~ l+A1 lilt LG~ bUliU n1Lr-nuull llhvr.LUriun~vi ~~~
EXHIBIT S
arrangement shall be conclusive, and the insurance or arrangement shall not be voidable and shall
not subject the directors approving the insurance or arrangement to liability on any ground,
regardless of whether directors participating in the approval are beneficianes of the insurance or
arratigemerit.
Section 17 For purposes of this Article, the corporation is deemed to have requested a
director to serve an cmployee benefit plan whenever the performance by the director of his or her
duties to the corporation also imposes duties on or otherwise involves services by the director to
the plan or participants or benefieiancs of the plan. Excise taxES assessed on a director with
respect to an employee benefit plan pursuant to applicable law are deemed fines Action taken or
omitted by the director with respect to an employee benefit plan in the performance of his or het
dupes or for a purpose reasonably believed by the director to be in the interest of the participants
and beneficianes of the plan is deemed to be for a purpose which is riot opposed to the best
interests of the corporation.
Section 18 The coverage of any liability insurance purchased by t)~e corporation
pursuant to Article 'VII, Sectton 15 may include coverage for the indemnifiable expenses
described elsewhere in Article VII, as well as judgments, filies, settlements, penalties, taxes and
expenses of correction, including such expenses as may be related to taxes, penalties and
expenses of correction unposed under Chapter 42 of tl.~e Code However i£ coverage for
ludgznents, fines, settlements, penalties, taxes and expenses of correction is included in any
liability insurance so purchased by the corporation, the corporation shall request the insurance
carrier from whom such insurance is purchased to furnish the corporation with the portion of any
• insurance premitmi payable that is attributable to such coverage for judgments, hives, settlements,
penalties, taxes and expenses of correction. That portion of such premium as is so designated by
the insurance tamer shall be allocated pro rata among the directors, officers and employees of
the corporation, as well as any other party actually included within such coverage pursuant to the
provisions of Section 16 hereof, and included, where applicable, to 111e compensation paid to
each such director officer employee or other party by the corporation.
Section 19 No purchase of insurance, uidetnnifieation or other action contemplated or
allowed by this Article shall be construed to allow or permit any such purchase, indemnification
or action, except as such is within any limitations placed on the corporation as a tax exempt
organization under the provisions of the Code, the laws of the State of. Texas the Act, or any
other applicable rule or regulation.
WE, THE UNDERSIGNED Dp HEREBY CERTIFY that the foregoing are the Bylaws
of FORT WORTH OPPORTUNITY CENTER, as adopted by a wntten consent of directors
effective as of the day of 1998
12
007500.00100:0375382.01
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EXHIBIT l3
13
007500.(107 00:0375382.01
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EXI~IBIT C
•
Legal Descnption
Block 1 of ANDERSON LABORATORY ADDITION (INDUSTRIAL PARK), a
subdivision of blocks A and `C" Carver Plaza, Firsl' Increment, to the City of Fort
Worth, Tarrant County Texas, according to the Plat thereof recorded in Volume 388-139
Page 50 Plat Records, Tarrant County Texas
•
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EXHIBIT E
FORT WORTH OPPORTUNITY CENTER
• CAPITAL BUDGET
•
•
Tula!
Architcctural/MII' Design 5 50,000
Civil Bnpneering 8,000
Landscape Design 3,000
Geotechnical 2,000
Testing & Inspection 3,000
L.epa1/Consulting 20,000
Marketing bt Promotion 1,500
5itewol'k and pavement tnpaits (Replace 20000 of onctztc pavefiettl) 75,000
Replace concrete slab on grads an~q (2W0 sf @ $4.50) 9,000
5ca1 wurehouse floors (L4187 sf ®50.80) 4,965
Additional warehouse li6hling-High bay fixtures 4,000
Paint warehouse walls (9300 sf rei $0.80) 7,440
Building Shell (ti000sf (a3 535,W) 210,000
Demolition and Farrade Renovation 60,000
~ds~l~g 60,000
New Fencing 2090 ]f «, $18.00 37,620
Additional Pavement Repair (40% of t'etnaining al'ea) 115,000
Contingency ZS 000
Closing Cost & Title Fccs 25,000
Intmm Financing Costs 35,000
Total Building Cost 7C.5,523
F ahings,Fixturc:s end Equipment 25,000
Projferty AcquiSitinn ['not 600,000
Total Protect Cost S 1,390,515
~ u
File: FW Opp Ctnter Da~~ 09/18/1998; Time: 12:42 PM
o9~18i98 1'L 10 FAb 817 629 6060 HILLWOOD DEVhLOYDiENT
EXHIBIT F
FORT WORTH OPPORTUNITY CENTER
PROJECTED B UDGET
~/-1 U J :f
Year ] lcar 2 __ Vcar 3 Ve:,r b Yca
DIRECT COSTS
coNTRACTLABOx 20>00o zo,boo 21,218 2t,a55 22,sto
kQUTpMEN7' RENTAL 3,000 3,090 3,183 3?78 3377
RENTAL EXPENSE I 1 t 1 t
TICAM 3,500 3,605 3,713 3,825 3,939
UTILITIES 3,000 3,090 3183 3?7R 3,377
SECURITX 30,000 30,400 31,837 3'_',782 33,765
TEL,EPI30NE. 2,376 2,447 2,521 2.596 2,674
SALARIES
EXECUTIvE DIxECTOR ~ ~ T5,000 7750 79„558 81,y55 84,413
EXECUTIVE ASSLSTANT 32,240 33,207 34,203 35,230 36,286
FICA 6,880 7,086 7,299 7,518 7 744
UNL'•MPLOYMENl' 1tt0 185 191 197 203
HEALTH INSURANCE l1 596 11,944 12,302 12,571 13.051
WORKER'S COMPENSATION 685 706 727 749 771
SUPPLIES
OFFICE SUPPLIES 4,800 4,944 5,092 5,245 5 402
POSTAGE fi00 618 637 656 678
O SUPPLIES 6,000 5,180 6,355 6 SS6 6,753
.1DIALE74'ENSF, 1,800 1,854 1,910 1,967 2,026
PRINTING 2,x00 2,472 2,545 2.633 2,701
S'TTJDENTSUPPI.IFS '1,200 7416 7,b38 7.868 8,104
EQUIPMENTItE1'AIxS 6,000 6,180 6,365 S,SSG 6,753
MTSCELLANEOCJS
STAFTTRAVEL.IN-TOWN 1,000 1,030 1,061 1,093 i I2G
STAFFTRAVEL OUT-OF-TOWN 7,250 7468 7,69? 7,922 8,160
DUES AND 1~lEMBERSHtPS 1,100 1,133 1,167 t,202 1 338
'ENTRANCE PFES SS00 2575 2.682 2,732 2,814
INDIRECT COSTS 5,555 5 722 5,893 6,070 6,252
CAPITAL OUTLAYS
MAJOREQUIPMFNTANI7PROPI;RTY 8,970 9239 9-5]6 9,80? 10,096
OFFICE EQUIPMENT 5,400 5,562 5,729 5,901 6,078
~ Chanb'e CPI CPl CP/ CP/
`FQ,'rAL;B1:IDGF~ OS3` ;n. ~YC~4? i ~ 'y ~,7>.~,~i"':.";;i, ~ ~• -•
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ay,033 ~ •---~-.-.
~~ 256',504' ._ _ .^-..._._^'r
~$~~ 264rky9 ~$ ~•~----.-•. --
272,123 $ ~--
280,289
•
Fik: FwoC sUDGEr Pale: 9/1b198;Timc: ~i•at wM 1 HII.LWOOD DCVELOPMCNT CO~LPOKATION
H[LLWOOD
DEVELOPMENT CORPORATION
•
September 29 1998
Mr Bob Terrell
C-ty Manager
C-ty of Fort Worth
1000 Throckmorton Street
Fort Worth, Texas 76102
Re• Memorandum of Understanding between Hillwood Development Corporat-on ("H-llwood") and the
C-ty of Fort Worth ("Fort Worth ') concern-ng the cond-rions to a Un-form Wholesale Water
Contract for Water Serv-ces between the Town of Westlake ("Westlake') and Fort Worth.
Dear Mr Terrell
Th-s letter sets forth the general terms and condrt-ons under wh-ch Fort Worth w-11 enter into a Wholesale
Water Contract w-th Westlake These terms and cond-t-ons are set out below
1 Wholesale Water Contract. Fort Worth w-ll enter -nto a Un-form Wholesale Water
Contract (the `Contract") w-th Westlake
2 Financial Obligations. H-Ilwood w-ll fund the following cap-tal costs wh-ch Fort Worth
has incurred or w-il incur -n assoc-at-on wrth -ts obl-gat-on to prov-de water to Westlake
under the Contract (est-mated to be $10 100 000) The financ-al obl-gat-ons -nclude the
following:
A. Prepayment of Impact Fees A payment of $2,000 000 w-11 be made to Fort Worth
by H-llwood upon execut-on of the Contract, wh-ch contract w-ll be enter into on or
before January 1 1999 Th-s payment represents a prepayment by H-llwood of
future Impact Fees to be charged under the terms of the Contract and -n connect-on
wrth the development of the C-rcle T Ranch H-Ilwood or rts ass-gns w-II rece-ve a
credited for future unpact fees due under the Contract.
B. Water Facility Cost• Forth Worth w-Il make the necessary -mprovements to rts
water system to prov-de the add-t-onal capac-ty to serv-ce the Town of Westlake
Fort Worth and H-Ilwood w-ll enter -nto a Cap-tal Cost Contract ("CCA') to fund
these costs. In add-t-on to the $2,000 000 payment set out -n 2A. above, the balance
of the cost ($8 100 000) w-Il be funded as follows
Years 1 5 $298 885
Years 6 25 $645,374
Years 26 30 $346 489
EXHIBIT
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Letter to Mr Bob Terrell
Memorandum of Understanding -Uniform Wholesale Water Contract for Water Services
September 28, 1998 Page 2 of 2
If this letter accurately expresses our mutual understanding, please execute it an the spaces provided below
Sincerely
Hillwood Development Corporation
C //~~~ _
By•
Acknowledged and Agr d.
City of Fort Worth
4
~ ~,
By. Date /
•