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HomeMy WebLinkAboutContract 24782CITY SECRETARY CONTRACT NO. A � 6 CAPrrAL COST CONTRAC" r This Capital Cost Contract (the "Contract") is executed between the City of Fort Worth, Texas, a Texas home -rule municipality ("Fort Worth"), and Millwood Development Corporation, a Texas corporation ("Hillwood"), to be effective December 31, 1998, as part of a settlement agreement in connection with that certain lawsuit styled Town of Westlake, Texas v_ City of Fort Worth, Texas, et al., Cause No_ 02-98-00047-CV L _ Lne 17th Judicial District Court of Tarrant County, Texas. WHEREAS, The Town of Westlake ("Westlake"), a Type B general -law municipality, includes property located in both Tarrant and Benton Counties (which property is generally shown on the attached Exhibit A); and WHEREAS, Westlake includes the approximately 2,315-acre property owned by affiliates of Hillwood and generally known as the Circle T Ranch (the "Ranch") (which property is also generally shown on the attached Exhibit A); and WHEREAS, Westlake, in order to provide potable water adequate to supply the current and future needs of Westlake, inclu* ing. the Ranch, entered into a Contract for Water Service with Fort Worth dated �h3 999 (the "Water Contract"); and WHEREAS, on September 29, 1998, the City Council of Fort Worth adopted Resolution #2457 (the "Resolution"), a copy of which is attached hereto as Exhibit,B and incorporated herein for all purposes, pursuant to which the Fort Worth City Manager and the Fort Worth City Attorney were authorized to enter into a Memorandum of Understanding concerning the conditions under which Fort Worth would execute a Water Contract with Westlake; and CR 9ECRU Q 11 Da UGL+1 JU.tly i PAGEJ Capital Cast Contract FINA1z. 3-12.99 0075 10.00019:0402442.07 WHEREAS, on September 29, 1998, Fort Worth (acting through its City Manager, Bob Terrell) and Hillwood (acting through Michael Berry) executed a Memorandum of Understanding (the "Memorandum"), a copy of which is attached hereto as Exhibit C and incorporated herein for all purposes, which provides (i) that Fort Worth will enter into a Water Contract with Westlake and (ii) that Hillwood will fund certain capital costs which Fort Worth has incurred or will incur in association with Fort Worth's obligation to provide water under the Water Contract; and WHEREAS, the Memorandum. contemplated that Fort Worth and Hillwood would enter into this Contract to evidence their respective obligations under the Memorandum; and WHEREAS, Fort Worth and Hillwood desire to settle the above -referenced lawsuit and to enter into this Contract to evidence their respective obligations under the Memorandum. NOW THEREFORE, in consideration of the obligations of the parties as set forth in the Resolution, the Memorandum, and this Contract, the parties agree as follows: I . Uniform Wholesale Water Contract: Fort Worth executed a Water Contract with Westlake on `' 1999. A copy of the Water Contract is attached as Exhibit D and made a part hereof for all purposes. Subject to the provisions of the Texas Open Records Act regarding the protective content of certain information, Fort Worth agrees to provide to Hillwood during the term of the Water Contract (and all extensions and renewals thereof): (i) notice of any alleged default by Westlake (and notice of any act or omission that, with the passage of time or giving of notice would constitute a default by Westlake) and a reasonable opportunity to cure such default; (ii) notice of any alleged default by Fort Worth (and notice of any act or omission that, with the passage of time or giving of notice would constitute a default by Fort Worth); (iii) at least 30 days' advanced notice of any proposed amendment or modification to the Water Contract (together with a PAGE 2 Capital Cost Contract FINAL 3-12-99 007510.00019:0402442.07 complete copy of such proposed amendment or modification); (iv) when executed, copies of any extensions, renewals, amendments or modifications to the Water Contract; and (v) copies of all material correspondence (excluding water bills) between Fort Worth and Westlake regarding the Water Contract. Notwithstanding the foregoing, Fort Worih's failure to provide any notice or documents required hereunder shall not relieve Hillwood of any obligation contained herein. 2. Prepayment of Impact )Bees: (a) Hillwood delivered a payment (check number 71840 dated February 12, 1999) to Fort Worth M the amount of $2,000,000.00; which payment shall be deemed a pre -payment of (and "credit" against) future impact fees that may be r-a- y able udder the Water Contract with respect to development of the Ranch or any other property purchased by Hillwood in Westlake. Such pre -payment or "credit" may be assigned by Hillwood, in whole or in part, to any future owner, lessee, or developer (or any of their respective lenders) of any part of the Ranch or any other property, purchased by Hillwood in Westlake. Hillwood shall give written notice of any such assignment to Fort Worth and Westlake. (b) Under the terms of the Water Contract, Westlake will be responsible for collecting impact fees for new connections within Westlake's service area. Upon the collection of such fees, Westlake shall refund such impact fees directly to Hillwood (or its assignees) and notify Fort Worth that the amount of such refund shall be applied against (and shall reduce) the $2,000,000.00 credit described above. It will be Hillwood's responsibility to assure itself that Westlake appropriately applies the pre -paid credit for Hillwood connections. Fort Worth assumes no responsibility for the appropriate or accurate accounting between Westlake and Hillwood for the pre -paid impact fees. 3. Installment Payments for Water System Improvements: Fort Worth agrees to make the necessary improvements to Its water system to provide the additional capacity to serve Westlake in accordance with this Contract and the Water Contract, unless such improvements are thg subject of written agreements executed prior to this Contract anci M11aACA PAGE j� �, ,}'lf / Capital Cost Contact FINAL 3-12-99 \`,�,��'� �� �-� 007510.00019:0402442.07 L Aween Hillwood and Fort Worth, in which event, such other written agreements shall control. In consideration for such improvements and settlement of the above styled law suit, Hillwood agrees to pay to Fort Worth the amounts set forth on Exhibit E. Such payment obligations shall terminate in the event Fort Worth terminates the Water Contract for any reason other than a default by Westlake or elects net to offer Westlake substantially the same contract that it offers all of its other wholesale customers. 4. Assignment: Hillwood shall have the right to assign, in whole or in part, its obligations under this Contract; provided, however, such assignment shall not release Hillwood from such assigned obligations unless Fort Worth approves such release, which approval shall not be unreasonably withheld or delayed. 5. Notices: Any notices required or contemplated under this Contract shall be in writing and may be given (i) by certified or registered mail, return receipt requested; (ii) by FAX with evidence of transmittal; (iii) by commercial delivery service, with evidence of delivery; or (iv) by any other method with evidence of delivery. Such notices shall be deemed given when actually received or, in the case of certified or registered mail, not later than three days after deposited with the US Postal Service. Notice shall be given to the addresses set forth below (which addresses may be changed by giving written notice in accordance with this paragraph). Hillwood Development Corporation Attn: Michael Berry 13600 Heritage Parkway, Suite 200 Fort Worth, Texas 76177 Phone: (817) 224-6000 FAX: (817) 224-6060 PAGE Capital Cost Contract FINAL 3.1.2-99 007 510.00019:0402442,07 With a copy to: Hughes & Luce, L.L.P. Attn: Dwight A. Shupe 1717 Main Street, Suite 2800 Dallas, Texas 75201 Phone: (214) 939-5468 FAX: (214) 939-5849 City of Fort Worth, Texas Attn: Director, Water Department 1000 Throckmorton Fort Worth, Texas 76102 Phone: (817) 871-8207 FAX: (817) 871-8195 With a copy to: City of Fort Worth Attn: City Manager 1000 Throckmorton Fort Worth, Texas 76102 Phone: (817) 871-6111 FAX: (817) 871-6134 6. Entire Agreement: This Contract (together with the Water Contract, as amended from time to time) set forth the entire understanding of the parties with -respect to the obligation of Fort Worth to make the necessary improvements to its water system to provide additional capacity to serve Westlake and with respect to the obligations of Hillwood to make payments to Fort Worth in consideration for such water system improvements. IIILLW , OD DEVELOPMENT CORPORATION By: P. ,RMzC14 Title: 5cz. Ve ciqRzz-� Date: -6- %2 -,ct9 PAGE Capital Cost Contract " INAL 3712799 007510.00019:0402442 07 THE C Y ®F �2T TH, TEXAS By. _ . Title �.:� Date 'L..5 5 4... Approved as to Form and Legality l' AssY `CA Attorney Date 3/s 4p ovvan qIl a4 � �oRr��a�d A t pSo a:, �aa�b�a 456gv oria Pearson, Secretary Date:_ c • Goritract -Authorize an Date E30IBIT A DESC�TIO OF CORPORATE LB41TS O WF.STLAKE, [INCLUDING CIRCLE T RANCH] *,.� -+ � _ � . f � i .� c ,.+'. M s Cre t EXMBIT B RESOLUTION ##24 s7 Ezbibit B =-PAGE 1 007510.0001.9:040�442A7 Resolution AUTHORIZING THE CITY MANAGER AND THE CIWS ATTORNEYS TO SIGN! A SETTLEMENT AGREEMENT AND RELATED DOCUMENTS THAT INCLUDE THE NEGOTIATED TERMS AND CONDITIONS WITH HILLWOOO 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, v?rious 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: 1. That the City Council hereby authorizes the City Manager, the City Attomey, 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 S 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; j 7 F1 �f CIT)( OF FORT WORTH b) Enter into a Memorandum of Understanding with the City concerning the conditions under Y&iich 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.K3® and made a part hereof by reference; c) Reimburse the City of Fort Worth for its expenses, including its reasonable attorneys fees, incurred in connection with the litigation described in Exhibit u1 s to which the City of Fort Worth was a party. That the City Council -hereby authorizes the City Manager and the Citvs 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 litigatiori, and the City of Fort Worth will not be legally bound until such final documents have been executed. Adopted thisR " ay of September, 1998 Mayor A st: City Secretary 7 CITY OF FORT WORTH .0___, tSEP, 29. 1998 3:14FM KELLY, HART & HALLMAN 817 8789280 AFr- ND.1245 P. 3 1. 3:he_., This Settlement Agreement, Including pli exhibits hereto, (the "Settlement AgmemenVI Is made by and between the Town of Westlake, Texas ("Westlake"), the City of Fort Worth, Texas rFort Worth"); AIL In- vestment, L.P., Millwood Development Corporation, Hillwood/Willow Bend, Ltd.; Hillwood/822, Ld., Millwood/1088, Ltd., Lakewaty Land,, Ltd. and Lake - way Property Company, Ltd. (callectively, "Hillwood"); Scott Bradley ('"'Bradley"); Dale White ("White"); Al Olen ("Olen"'); Howard Dudley (Q'Dudley"•),; ]erey Moore ("'Moore % Carroll Huntress ("aHuntress"); and the State of Texas by and through Tim flurry, Criminal District Attorney of Tarrant County C"St to of Texae). 2. The .Lawsuits The following lawsuits are subject to this Settlement Agreement as provided herein; (a) muse No. 17-169048-97 entitled Town aF Westlake, Texas vs. C;ety of Fort Worth, Tws, et a1., filed in the 17th Judicial District Court, Tarrant County, Texas. Fort Worth and Hillwood, as Intervenor, have ap- pealed, and Westlake has cross -appealed, a Judgment Its this suit by `the trial court in favor of .Westlake to the Second Court of Appeals under Case N6. 02-96-00047-CV (collectively, the "Fort Worth Lawsuit" ). ayY0llid.L:.Y J: kSll'S'LIJI .I Ii■ LaLaeli i.T. EXHIBIT saasvria7: armetrt � , - � d 8z®✓zaa 8-�9Z68�r8�Es3 m raius+.LiJI !Jt] 6--c9Y 866t- CEP. 29. i998 3:14Phi KELLY, HART & HALLMAN 817 8789280 NO.0245 P. 4 (b) Cause No. 17-169763-97 entitled Scott Bradley vs. Carroll Huntress, et at., pending In the 17th Judicial DistIct Court, Tarrant County, Texas (the ""Huntress Lawiu }. s 3e Rft!P jt!t10nS Of i The parties have conducted settidment negotiations in these utters and Irish to compromise and settle and to -hereby resolve their differences without Incurring the uncertainties and additional costs incumbent In the l.swsults. ' For good and valuable consideration, the receipt and sufficiency of which is herebyacknowledged by the parties, It is hereby agreed as follows: (a) The Fort, Worth Lawsuit i, Westlake, Fort Worth and HIIIwood consent, agree to the entry of, and direct their respective counsel to submit an 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 -3n the form attached hereto as Exhibit "A!® to he filed with the Court of s ; Appeals upon full execution of this SeWernent Agreement. 2. Upon remand of the Fort North Suit to the 17th 3v- 1 dicial District Court as described in T(a)l above, Westlake, Fort Worth and Hillwood consent, agree to,, the entry of, and direct their respective counsel to submit on their behalf` a "Reforrned Judgment+° to the 17th Judicial Dis� trict Court, Tarrant County, Texas for entry in the form attached hereto as ee�41�1�t Usse. BE01200I1=1 01 w1k1i K:9X 865€-8Z-dM SEP. 29. 1998 3:15FM KKLLY, FART & RALLRIAN 817 8'189280 NO. UL4� r. 3m Fort worth and Hiliwood hereby release any r9g1hts they fnay clam that the property described in Erhibitt -C- is in the extra- territorial -jurisdiction of Forst Worth. (b) Bradley shall Instricct and direct his counsel to submit on his behalf, an "Order of Nonsuir In the Hunts Lawsuit In the form a- tached, hereto as Exhibit "V11 are the Effective gate of this Settlement Agreement. - The parties agree to take all actions necessary to have the Court enter such non -suit and agree to refrain from further discovery or other proceedings in the Huntress lawsuit pending entry of the Order of Nonsuit. 4. ` h g and.'1qovq,=tS Not to Sue Releases (a) In consideration of the premises, mutual promises and covenants contained herein, Westlake, Bradley, Fort Worth, 11111wood and release and forever discharge each other (other than as expressly reserved in thls docu- ment), jointly and severally, each and all of theme, of and from any and all debts,. liabilities, claims, cantroversles, causes of action and demands of every kind and character whatsoever that they may now have agginst. each othe4-, civil or criminal, currently existing and arising out of any events or dealings between said partles, their predecmors, successors, assigns, af- flilates, elected and appointed officials, employees, consultants, agents and legal representatives prior to the execution of this Settlement Agreement In- sz0.t7!EM'8 e�svr.�-- zse�az.�ex a. WMU eL:9T %i-ez-dRs SEP. 29. 1998 3: 15Py KELLY, HART & HALLMAN 817 8789280 NO. OZ45 P. b eluding but not limited, to the issues, claims, countercialrns, defenses and ak legations which were ralsed or could have been raised In the Fort worth Lawsuit or the Huntress Lawsuit. it Is expressly agreed and understood that this release does not extend to White, Dudley, ®Dian, Moore and Huntress who are _addressed in 14(b) below and does not In any way affect the a ll.ity of the parties to assert or defend all claims, defenses and causes of action staled against the parties currently In'the Quo Warranto Proceeding, South-. lake Lawsuit and Roanoke Lawsuit (except Millwood) based nn the actions described in 14(q) below. (b) Westlake,, Fort North, Hiliwood, Bradley, White, Dudley, Hunt - Tess, Moore and Olen release and forever discharge each other and their predecessors, successors, assigns, affiliates, elected officials, em— :1 y2es, consultants, agents and legal representatives jointly, -and severally, each and all of there (other than as expressly reserved 'herein), of and frorn any and. all debts, liabilities, claims, (mritrover°sies, causes of action and demands of, every -kind and -character whatsoever that they may now have against -each: other, 'civil or crirnlnal, tui*htly existing and arising out bf any events -.or:' dealings between sald parties prlor to the execution of this Settlftdnt Agreement except; that Wesdake and Bradley expressly reserve all claims or defenses that may be asserted in the Quo Warrantb Proceeding, the South - lake lawsuit, the Roanoke Lawsuit or any quo watmnto adtio— s deriving fi�om. the sane facts as these cares in challenging the validity of the actions Of' White, Dudley, HuntreWr Moore and Olen, Whether acting In their indiv, dfuat sr�rt8+�i+►R�oarr.r. �v¢rrf r�sm.aem� _ .:.. :.. . 8�s/S89'd 8®9t�---0�Z58L8�.ti8T 01 Maw if :5i 866r-M-das - 1998 ?:':sphl KELLY. HART & HALLMAN 817 8789280 NO. UZAj r. or official MPacities, dated to the pyrparted disannexa ion of Westlake lands _or the purported removal of Bradley as mayor of Westlake. (c) Bradley, Dale White and the State c f Texas reserve the right to assert and prosecute, against the current partlEs to that case, all warns made in Ouse No. 97.1135 (the 'AWo Want* Proceeding") currently pending before the Texas Supreme Court; `Westlake reserves its right to aLs- serf and prosecute all of its clams (including without Ilmltation all chal- lenges, whether Maims or defenses, to the vallditj of the actions of Bale White, Al glen, Jen°y Moore, Carroll f unbvw and Howard Dudley (the "Former Aldermen"" and former town officials), against the current partles to that case, in Cause No. 17-169049-97 entitled The Town of Westlake vs. The, City of Socttitlake currently pending In the 17th Judicial District Court Tarrant County, Texas (the `"Scuthlake Lawsul[ '); and Westlake reserves Its rights to assert and prosecute all of its clamms (including without limitation all. challenges, whether cialms or defenses, to the valldity of the actions of Dale White, the Former Alderrnen and the former town officials), against the current pares to that case (except Hiliwwood), in Carrie No. 97-50150-357 entitled City of` Roanoke and Fflllwood DeaelpAiment Carporatlon, Hill- woedlWillow Send, Ltd., lllllwo odi(322, Ltd., Hlllwo®C112 i188, Ltd., lake►way Land, Lid. and Lakeway Property Company, Ltd. vs. Town of Westlake cur- reni y pending Inthe 36iti� Judicialill rict Court, Denton County, Texas and Carrie No. 97-40344-362 entitled 7"owwn of WeWake vs, City of Roanoke (collectively, the ''Roanoke Lawsuit), all such rights be€ng herelay re- w=vm WMIMwolkM956aa s 6z8ige0'd 00S;0L2_ _0ez68 ) Tel 01 wod:� TE:IDT eG&T-EZ-CeS SKr. .9. 191-48 3: 15PM KELLY, tlAkT & HALLMAN d1 l "i6�LbU 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 - me . nt, makes any admission regarding the validity of the purported removal of Bradley as Mayor of Westlake on April 1997; arld neither Scott Bradley nor Westlake are precluded by anything herein from asserting the Invalidity of such removal In any pervding litigation involving the City of Southlake, the Town of Roanoke, or In the Quo Warranto.Prope-eding. Covenant Not to Sue (d) in exchange for the releases contained In J14(b), Willwood, port Worth, Bradley and -Westlake, and their predecessors, assigns, successors, affiliates, elected officials, ernployaess, consultants, agents and legal repre- sentatives agree that none of there shall assert or pursue against White, Olen,. Dudley, Moore or Iuntress any current or future suits, actions or legal claims of any kind based on the conduct made the basis of claim in the Fort Worth Suit or the Huntress Lawsuit or any other conduct, act or omission dd- cureing prior to this Agreement (subject to the reservations in $44(clabove). - „j(a} each party executing this Agreement will Indemnify and hold C harmless any outer party which it has either released or covenanted:;not-."to sue in this Agreement from any llabilitles, eosts, and expenses. (meluding reasonable attorneys' fees) Incurred by such other party as a resultof _any suit or claim based on a claim which was released or for which a covenant C' not to sue was executed which Is commenced, Jolned 'or prosecuted by. such Lj party against such other part/ after the effective date hereof. In addition,. s�ssr.gbe oar.+ A s M WMW ZE:=9T 856`t-eZ-d3S 2a_ 1998 311.6N KK; Y, HAPLY tti HA; I MAN B 1( 8 i B92B0 NO. 014t Y. � Wesdake will Indemnity and hold marmless White, Dudley, ®ien, Moore and Huntress from any liabilities, casts and expenses (i ncludIng reasonable at-- t®rneys' fees) r+elaUng to any suit or claim made against thorn (whether - Currently or In the future) by Westlake, Bradley & any cltigen of the Tow+m of Westlake In the Southlake Lawsuit, the f$oanoke Lawsuit or any quo war- ranto proceeding deriving from the sarne facts as these eases. A &f1tional Releases (f) In addition Ito releasing and discharging each other pursuant to Sections 4(a) and (b) of`this Settlement Agreement, the parties to thin Set tfernent Agreement also release and forever discharge the foilowing of and from any and all: -debts, liabilities, claims, controversiess, causes of actions and demands :of every kind and character whatsoever to the same extent that said patties release each other pursuant to this Settlement Agreement: (i) Fort Worth; '(ii)Public! Stf-ategies, Inc., (III) the predecessors,. successors, assigns, affiliates, eiectad acid appointed officials, employees, consultants, agents and legal representatives of all --parties to this Settlement �Lgreemdnt (including, without limitation, Goins, Uhderkofler, Crawford 6L i ar3g ion_ Hughes & Luce.; Telly; Hart & Hallman; Luce & Wiliiarns; Paul shaf; Freial*G Morgan, Leltner & Carlisle; Ted Morgan & Associates; Cooper & Scully.; Naman, Howell & Smith; Mayne &one; Philips, Hopkins, Eames & Comb and Lftt9e, Pedersen, Fankhauser & Cox). This paragraph do' es rant apply to White, Moore, Dudley, Oien and Huntress who. are addressedin paragr°ap* 4(b),A(c) and 4(d) hereof. eza !d CU wo�u Mi9T eGrsj-i3E-ems ;: AL SEP. 29. 1998 3:16PM KELLY, HAP,T & HALLMAN 817 8789280 NO. 0245 P. 10 S. HHLUPW Cwnsida Fort Worth Attached 'hereto as exhibit `6E11 are docurnents that autllne the addlm tional agreements between r-o t Worth and Hillwood as part of this settle- ment. �. Sher Utio at -an The Town of Westlake will not voluntarily resolve any Rending litigation with. the City of Roanoke or aty of Southlake -ire 6 manner which result In any laud which was purportedly dlsannexed ftm Westlake in May, 1997, being within the corporate limit of the City of Roanoke or the CIty of South - take (except potentially land that eras "the subjeLt of dispute before May, 1997). 7. Costs White, Bradley and the State of Texas hereby agree that none of them will attempt to execute on or pursue celiection of any costs and attorneys' fees levied against the other by the trial court, appellate court or Supreme. Count in the Quo Wanranto Pr=eeding. This Agreement expressly reserves, and Is made without waiver of, any and all other rights the parft7, may have In the Quo Warranto Proceeding. ROOM VVSkXV3A%_OWZ" r60C� ° �69v �TST 01 GIQa� } :e'3t ' 61-8"�—CGS SEP, 29. 1998 3:1SPM KELLY, HART & HALLMAN 817 8789260 NO. 0245 P. II . (a) This Settlement Agreement Is purely and simply a compromise tag avoid expending FudZer time and expense in this matter and does not can- stitute an admission of liability by any of the parties. (b) Each party represents and warrants to all other parties berew that such party has not assigned or conveyed any interest or right in and. to any of the claims or carries of action covered by this Settlement Agreerhent or intended to be covered by this Settlement Agreement and that. ail such claims are owned by the respective parties. (e) No term or provision of this Settlement Agreement may be changed, waived, discharged or terminated orally, but only by an instrument, In. writing signed 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 i4greernent between the parties. This Agreement and the covenants: and. agreements .contained herein shall be binding upon, and.inureU, the ::bbnefit of, each party and each parly°s respective aifillates, related entities, sines- sons and assigns. (d) This Settlement Agreement shall be governed by a+nd: c®nsttued:. In accordance with the taws of the State of Texas and 'any action-forrthe:en 4��rcement� of this Agreement shall be brought In'Tarrant County, Texas: Ce) Tire undersigned parties fu►ther Mte that they .are •fully _:cornpe- _ tent and authorized to enter into this Settlement Agreeri ent, that they leave S�7JiFyfbM//:'1i•G=TM _ �Q� g t TO'd 06 1;�---08�681.6LY8Y Dl � =SY 866T-@Z-cl . SEF.29. 1998 3:IRM KELLY, HART & SALLMAN 81; 8789280 NO, 13245 P. 12 carefully read the f®regoing Settlement Agreement and kn6w the contents thereof, and that they. have executed this Seiement Agreement of their own, free will for the purposes and considerations stated herein. (f The parties further warrant and repre§ent that, where necessary, all corporate, municipal and governmental consents .required 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- sions and -effects of this Agreement, and all fad and conditions sufficlent and necessary to the decision to execute this Agreement. (h) No promise or representation of any kind 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 evade in any agreements executed' contemporaneously with this Agreement. (1) Such party is not 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. un' itended by the other parties and cltherwlse unreasonable and unjustifiable, U) ihls Agreement shall remain in all respects effective and not subject to termination, modification or rescission by atty difference In fad or circumstances hereafter occurring, becxfming known or becoming known differently. SEP. 29. 1998 3:17PM BELL`{, HART & HALLMAN 817 8789280 NO. 0245 P. 13 (k) 7his q" eement constRuM a valid, binding, and entiorceable- ob- ligation of thit party, Its terms are lawful and fair, and It constitutes an equi- table settlement of their dif erences. (1) The paMes hereto further acknowledge that they have hid t o ` x opportunity to seek independent legal counsel.to advise there of their rights # under this Settlement Agreement and that no party has relined upon the ad- vice of counsel' for any ®then party in entering into this Settfemerit: Agee meet. SEP. 29. 1999 3:17PM KELLY, BAFT & 9ALLMAN 817 8789280 NO. 0245 P. 14 12. " hIs Agreement may be executed in multiple counterparts, each of whiff shall he deemed an original for ail purposes, and all of which together shall constitute one lristrumenta �++a�a�resr uv���rse f�e�e. SEP.29.1998 3:17pM KELLY,HART & HALLMAN U 7 8789280 NO.0245 P. 15 TOVM OF WESTLAKE, TEXAS By: CXW OF FORT WQRTHr TEXAS By: Its: �►IL T�t��°�Ef�O�i: L.P., MLL-W,00 EL�P'1�4�1ri CC iiP® TYONy ' t��,'�Y�D�9AIlELLl3W ®EIIH®� LTD., . 0�'�e, h/ii iAiA' tJ1�iD, l�TD. mm LAK AY BY'. _.. its: aft SEP. 29. 1998 3:17PM KELLY, HART & HALLMAN 817 9789280 NO. 0245 F. 16 HOWARD DUDLEY CARROLL HUNTRESS THE STAIV OF TEXAS By: Tim Curry,, District Attorney, Tarmnt County serr�a... ,, r • .a , vsnoao: Ze✓�t�°d �A--?sBLsl't8L Cl SEP, 29, 1998 3: 17PM KELLY, HART & HALLMAN 817 8789280 NO, 0245 F. 17 5EP. 29. 1998 3:17PM KELLY, HART & HALLMAN 817 8789280 NO. 0245 Y. i 8 0"8-00647-CV SECOND COURT OF APPEMS DliTIUCT OF TMUS App WLaVWCroW-App*Hces, BEB/LTO'd 089b1.Z—QdMtBT 01 L!oby 9r-IST 66GT-9Z-:os 1 SEF. 29. 1998 3: 17PM KELLY, HART & HALLMA.N 817 878928D NO. 11245 P. 19 HUlwood and being fully advised in the premises, hereby masses the following judgments, Orden and Qecrws; it is therefore ORDERED, ADJUDGED AND DECREED tbal tht appal is diunissed anti tbeg.-a is remanded to the 17th Judicial District Court, Tartest C emty, Ta= for entry of a reformed judgment in a=ardm= withthe agrrzment ofthe parties; it is further ORDERED, AD=GED AND DECRMW that the parties sbaU be responsiblefor their own costs and att meys' fees for this appeal; it is further ORDERED, ADJUDGED AND DEkWED that all relief not expressly granted herein is denied. Signed this day of September, 1999. APPROWM AS IT6FOAM AND SUBSTANCE: E. Eldfid tom, as. Jemes WY:rlVlorns, Jr. Jefftmy -Sr Wider COINS, UNDERKOFLEP, CRAWFORD . & LANGDON a Registered xlmf ed Dabdity Pwm=zhrp 1.601 Elm Stress; Suite 3300 Dallas, Texas 75201 (214) 969-5454; C214) 46949M (Fax) . Attomeys for Appellee THE TOWN OF WEST AXX, TFXAS aaRrc�,uebs5su a aL•-ffa,,,W 1XMrr "Al 8Z0 8T0'd 0®9�1. [ 37 JRL T8I O1WMA 9C 9T aGGt—Ge—d3S SEP. 29. 1998 3:18YM KELLY, FART & HALLMAN b1'! dMZn Nn. UZO r. cU 4oxmild I . Ierrmsatt 201, M& 5t. Suite.25Q0 Fort-Woridi-6 Timis 76101 81 3322500 (i?)'O78-9280 (F AUbm �ippei�laat CiTY.®F°FORTWGRI8, TZX49 Da�rik Bryhit$ MG & _UCE 1717.Masa:St Svtea$00 Dallas, eaas: "7.52a f214) 9�9-5500, ;(214j S39�i00 (FF�c} • Attozaeys for Appi•11�nts i i � � ��- ® ' BZ���'d ®F3�9b�£---6,'t8T i7L �£s9t .666�-�c-d�S SEP. 29. 1998 3:18PM KELLY' HART HkLLMAS 611 vnao ICU. UZO tt 'd tid Wit OF T TEXAS" IN TEM MUTMOT COURT �leifs►�3fff, �. Va. -CXTT QR FORT WORT119, TWA.% a jr and, TARR/AIKT COUNTY, T i►►1`atc1q,88M OD/ WMLOW L�a►o1 "':LT 3., ZvTi�. ®tnd I D., Intervenors. 17 TH JMICLAL DISTRICT On this the day of September, 1998: c=e an to be heard 'Plaintiff The Town of WestIalm, Texas (wWestl "), Defendant the City of Fort`Woit , ` Tea (-Fvrt Worth!-) and Intervenors H%3 "od Development Corporation, Millwood/WMow Band, Ltd.,-H91wood/822, Ltd., HUlwoodl1088, Ltd., LakewAy, Land, Ltd. and may Property Coxapany di, ('"%31 vocd"), by and tbrough ' . their respective attome" of:record and announced to the=G4titrtthat't13ay• cave &Uy san d d promised all disputes between ar n theising out of ~this Lawsuit and requested that the Court vacate the ,judgment: entered m this max s_ ter on February 13, L998 aAd enter tWs i nt Jud.me-in a=rdande *%h < L`l e ) parliee° settlement cmerit it'is dlemf 6�®its®'cS G£-- 6 LYQT OIl { 42-sT "866-8Z'-d35, SEP. 29. 1998 3:18PM KELLY, HART HALLMAN 817 8789280 NO. 0245 P. LJ' ORDERED, AXUVDGED AND that the Judgment entered m this -case on Februayy 13, 1998 is hereby vacated; it is further ORDERED, ADJUDGED,AND DWRE= thdt purported disannexations s=d releaLtes of exisaterritorial jurisdiction of the r;rrty aieseribed in wit "N* are. null and void ab ireitaod it is f eo ORDERM, ADJUDGMY AND DBCRM that all property described --in Exhibit "A" is and at all times since May 2, 1997 has been within the corpo- rate limits of Westlake; it is farther ORDEIMD, PMJUDGED AND MCREED that all claims and defenses,: asserted in tWa caxe ether than those related to the adjudication herein that the property described in ExbIbIt'A" is in the corporate limits of Westlake, are dismissed without prejudice to ruling the same; it is further ORDERED, J". G3D AND DECREED that the parties shall be t1 sponsible for their own costs and attorneys' fees; and it is further ORDMED, ADJUDGED. AND DSCREED that this judgment is nonep- pe lableo All relief not expressly granted herein is denied. Signed this day of 8cptember, 1998. ... V, Corr as- eao/Eze'd 01 29. 199 8 3.1 QPM KELLY, HA-R T & NALL►,4AN B! , 6 i 'JZeU t NU. "PROVED AS TO FORM AND SUBSTANCE: E. IMdrldge• Gaim, Jr. ja=ca W. Morris, Jr. jtffii-t 7 9- 'Wigder COINS UNDER KOFLER, CRAWFORD & LAi4DON O Regisftrcd Lim tsd L abfhly RbytnersDz 1601 Elm Street, Suite -,MOO DaM3, Texas 75201 (214) 969 5454; (2.14) 969-5902 (Fax)' Attorneys or Plaintiff TOWN OF WMTLAZE, TEXAS Donald Z. Herrmaan Dee T. F eIIy, Jr. 201 Main :St., Suite 2500 Fort Worth, Texas 76102 (817) 332-2500; (S 17) 878-9280 (Fax)Attorneys for Defendant er" OF PCRT'WORTH, TEX" David try=t HUGHES as Lu 1717 Maim St., Suite 2500 DalIa9 T..c=s 75201 (214) 939-S500; (214) 939-6100 (Fax) Attorneys for Intt:reen.ors �1Yy,��Y/0g/ Cw✓I-!w/Y,-�oi� 4��"y�7.4 qq� yS pA�IiY' i loss, 1 p Z � 'PRO,cm.aK1" g rCOBWANY k' D. esr2vds�D.:�G►�r7. nra.es�e. �� zx=rr -a- 800"Zao'd 01 z fm SAP. 2, 9. 1998 3: 19 pm KELLY, HART HAL LMAN 817 8789280 NO. U24b v SEp. 29. (998 3:19PM KELLY,FART & HALLMAN 817 8789280 NO. 61245 t. Z6 rt I SE?. 29. 1998 3:19FM KELLY HART & HALLM 8 i 7 8789280 NO. OZ45 P. M NO. L7-268 53-97 SCOTT- BRADLE:Y, § IN THE DMRYCT COURT Plaintiff, § VS. § § TARPA NT COUNTY, TEXAS CARROLL MUNT6iFi HOWARD § DUDLEY, 9ERRY `140* and § AL OXEN, Defendant®. § 17'1 H DMTR.TCT COURT • i�i�D1b �, '�;�EfSll9�S1��T • - 'On this the day of September, 1998 canoe on to be heard ­ Plaintiff Plaintiffi Scut Bradley (""Bradley"), by and through hts attorneys of record and-4nnounced to she Z-outt-t -a he-WIShes=to nort-suit--his-claims--ir,--this-case without prejudice to the refiiing of same and requested that the Court enter this order. The Court, having considered the settlement and being fully ad- wised in the premises, hereby makes the following judgments, orders and decrees; it is therefore GRDERED, AMUDGED AND DECREED that all claims stated by Plaintiff In this case are hereby non -suited without prejudice to the reflllhg df' 'same; it is further ORDERED, A02UDGED AND DECREED that the parties shalt be re- sponsible for their own cosh and attorneys` fees; it is further ORDERED, ADJUDGED AND DECREED that all relief not expressly granted herein is denied. - OWESQFAOosWrr.z.WA"0, w BZ0i9��'d 0H9t�L£--C6BIBLTBT Ol _s- EXHIIUT ° 01` lvdj 6E : 9T 8661-84-d Signed this day of September, 1998. 3UDGE . PREStWkG -SEY. 1y_i1996 3.19Pm KELLY. liAKT D dALLIW bil blMdU NU. U O P 09/19/98 12_01 FAX 917 224 6060 HILLWOOD 33pTLOPME\T io U U AGREEMENT TO PROVMF FORT WORTH OPPORTUNYrY CENTER This AGREEMENT TO PROVIDE FORT WORTH OppORTrL-NjTI CENTER (this "Aereement") is entered into by the City of Fort Worth, Texas (the "Ciiv") acid Hillwood Development Corporation, a Texas corporation ("Hillwood") to be effective the _ day of September, 1998. REAS, the City, together with f illwood and other private -sector corporate employers, desires to creats- a new training and life skills development facility that will enhance career opportunities for residents of the City through programming and activiu'ies generally described on the attached Exhibit A, which facility will be known as the Fort Worth Opportunity Center (the "Center"); and NV EREAS, the City and Hillwood desire that the Center will provide a .meaningful linkage between Fort forth region employers and the unemployed, the under -employed and those seeking new opportunities from all segnieats of the community who are committed to developing or enhancing marketable work skills; thereby enabling an ever-increasing number of workers to enter the workplar-e or to upgrade Work skills in order to take advantage of enhanced employment opportunities; and WHEREAS, the City and Hillwood desire that tho Center will be developed, operated and funded by a broad base of regional employers utilizing private funds; and WFdEREAS, Hillwood desires to continue to promote tl4.e economic viability. of the City by creating the Center upon :the terms and conditions set forth in this Agrccmcat;, r�denli,kit a«y�iu air. riil,i,�i and-11BIT Pagel ._ I 4 n8 i6lP8 14:5b idjLl 817 ZZ4 dabU HILLOitOOD DEVELOPMENT 4&0UZ a WgRREAS, the City endorses 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, 14illwood and the City agree as follows: i_ Ont mr-tu nits Center Entity: Hillwood, at its expense, will form an Internal Revenue Code § 501(c)(3) entity (the "Opportunity Center Entity') that will own and operate the Center pursuant to articles of incorporation and by-laws similar to those attached hereto as Exhibit B. It is contemplated that the Opportunity Center Entity will he governed by a nine -member board of directors, consisting of six members representing the private sector entities providing financial support for the Center and three members from the general community. friitial members of the board of directors will be asked to commit to serve for a minimum of three years. Hillwood Will provide one of its employees to serve on the board of directors. It is contemplated that the Opportunity Center Entity will organize an advisory committee consisting of human resources directors of several diverse reo oval 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 Acouisition: (a) Hillwood, through its affiliate, Hillwood Investment Corporation, has contracted to 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 price for the Anderson site is approximately S600,000. Hillwood has completed a satisfactory preliminary due diligence investigation of the Anderson Site except for environmental assessments currently underway. If the environmental assessments do not reveal any environmental conditions on the Anderson Site that will require material environmental remediation, Page 2 U9118198 12:01 FAX 81e 224 6060 HILLWOOD D.EVELOPME.N vcy vu.1 Hallwood wiH (i) purchwe the Anderson Site as promptly as reasonably possible (subject to performance of the seller under the contract) in amordaa= With such purchase contract, and (H) will convey the Amdetson 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 in meeting financial and training goals. Conseq gently, Hillwood shall provide for the Opportunity Center Entity the opportimity, through a separate agreement, to acquire the .approximately seven -acre site adjacent to the Anderson Site 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 comparable alternate site for the Center (the "Alternate Site"), and lisllwood will acquire the ,Alternate Site (assuming an environmental condition acceptable to the City atxd Hillwood and performance by the seller thereof) and will convey the Alternate Site to the Opportunity Center Entity in lieu of the Anderson Site. The level of Fnxranciai commitments of Hillwood set forth in this agreement would apply likewise to the Alternate Site. 3. Tintial Improvements: If the Anderson Site is acquired, Hillwood, at its cost, will refurbish, furnish and equip the existing building as the Laitial phase of the project, substantially in accordance with the scope description and capital budget reflected on the attached Exhibit E. The cost of the initial phase improvements is estimated to be approximately S800,000. Hillwood will complete such work with due diligence, with an estimated completion date of August, 1999_ Page 3 09r19,9& 12:uL I-A-k SJL7 224 autso ULLL"OOV VLVLiUeJit1N1 WA uuZO 4_ Other FHiHwood Commitments: (a) Planning and Constriction Manazement: Hillwood., will be responsible for the initial master planning and management of the construction of the initial phase improvements. Hillwood shall not charge any fee for such senlces. (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 charged by such search firm. (c) Financial Suvoort: 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 the Center on a long-term basis. The five-year target for the endowment fund is $5,000,000. Hillwood's management of this endowment campaign will allow the Center's executive director to focus primarily on the successful development and management of the operations of the Center rather than on significant fund raising. Hillwood will contribute $100,000 toward this endowment fund. It is contemplated that the private sector employers utilizing the services of the Center will pay appropriate lees to the Opportunity Center Entity, with the goal that ultimately those fees, together with the earnings from the endowrr,ent fund, will be sufficient to fund the on -going costs of operating the Center. a, (d) Operation and Administration: Attached hereto as .exhibit F is a 5-year annual operating budget for the Center (the "Operatine Budget") . Iiillwood, for a period of five years after the opening of the Center, will fund the difference between (i) " ` > operating revenues of the Center and endowment fund revenues, and (ii) the actual s operating costs of the Center, up to the budgeted costs amounts reflected in the Operating Budget. It is anticipated that at the end of the fifth year of operations, the Center's board' of directors, after conferring mith 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 five years, If the board Page 4 09/18/99 12:02 F43 917 224 6060 HILL%OOD DEVELOPNENT 1� determines that the Center should continue operatiors, and the endovment fund, at that tignc, has not reached the abode s`uited five-year target amount at the end of such five-year period, Hillwood, at its election, either will fund the shortfall in such endowment fiord or continue to fund operating shortfalls (pursuant to a second fivc-year budget reasonably approved by Hillwood) up to an aggregate amount after such itch year of $1,000,000. It is contcmplated that the Center's board of directors, following P.2ch initial five-year operation period, after conferring with the City and Hillwood, will conduct antnual reviews of the Center's operations and .results in order to determine whether or not to continue the operation of the Center. (e) Trainine: During the $tat five years of operation of the Center, Hillwood will coordinate the relationships between the Center and institutions (referred in the attached Exhibit A) that will provide the training and employment placement assistance for prospective employers utilizing the Center in order to develop training programs that will be complimentary to programs operated by similar organizations. (f) Publicity: Hillwood will publicize the Center and its programs to large employers within the region. 5. City Commitments: the City sla7all 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 comrnitmcnts in 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 fanding by those seeking to participate in economic development incentive programs sponsored by the City. 5. Miscellaneous: (a) This Agreement shall be governed by the laws of the State of Texas, may not be amended except pursumt to a document signed by both the City and Hillwood, Page 5 09; I8. 98 1:::0.' F'Aa 617 Z24 rdoau Ujt.t.nuuil ED�YtLursx�.�i kuv0 FOIxR%.rT WORTH OPPO�IAPIJNITY CENTER Cone-enf: Hillwood Development Corporation will act as the roaster planner and developer of a state-of-the-art training and life sl6lls development facility on the southeast sine of Fort Worth through the developmvnt of a greenfield project and the rehabilitation of an existing facility. While Fort Worth has experienced remarkable economic growth, not aU segments of its population. have shared in that prosperity- The training and life skills campus, called. the Fort Worth Opportunity Center, will insure that those citizens of Ford Worth are prepared for the jobs of the 21" Century and have the opportunity to achieve economic self-sufficiency and productive careers - 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 Opportunity Center will connect corporations with employment deeds and inner city job candidates. The Opportunity Center will provide on -site training in areas such as computer skills, materials handling.. semiconductor manufacturing, child care and other custorniZt d pzograms to rneet the nleeds of candidates and employers. Additionally, the Opportunity Center will offer personal developuien- courses in areas such. as personal finance is order to assist the candidates in balancing the challenges of managing a car=r and a family_ Proiect Descrimtion: The first phase of the Fort Worth Opportunity Center will be comprised of a multi- purpose building that will house the following: a Administrative Offices m Infonnatiorr Center a Classroom Space i Computer Lab O Manufacturing Training Lab Future phases of the campus development may include: Child Development Center CD Personal Development Center ® Simulated Assembly / Manufacturing Space Interim / Permanent tHousing t; FWOC - CONCF.PT - F_XIJIBIT A 09�16/96 14:uJ rA3 817 ZZI" nuuu ilie.i.n�tt�u Ut�t;LUYffig.�l q_-'Ju!u Services Provided: I-i —►. Y Training Education and Assessment A Linking Employers and Job Candidates o Information Services ® Prenatal and Childhood Development Services • Transportation Example Propraim Participant: The Fort Worth Oppommity Center will specifically target services and training .for those individuals in the Fort Worth community who are considered to be in high risk categories or are considered to be sander -served at the current time. The Opportunity Center will provide on -site a full range of services to the cortt*nun;ty through its partnerships with service and training providers. A typical participant would either be contacted directly lay outreach efforts of the center and its partners or come into the infiormation center on campus. Alter an introduction of services and training opportunities, time will be spent identifying the client's goals and needs. Training candidates will be matched with job openings and training programs associated with those openings. In addition, trainees' personal issues will be addressed. Goals include: Linking participants with compensation and benefits while they are learning . Providing job placement prior to training completion . Providing education services to participants aimed at rsaating stronger families and addressing early childhood development issues ® Addressing participants' housing and transportation aceds FWOC - CONCEPT- EXPUBIT A LL4 ouou LtlLLhVUL ilt.YtLUYM,tINl Mull ARTICLES OF INCORPORATION CE FORT WORTH OPPORPLIY= CENTER 1, the undersigned natural person, being of the age of cightccil (18) years or more, acting as incorporator of a corporation pursuant to section 3.01 of the Texas Non -Profit Corporation Act, do hereby adopt the following Articles of Incorporation for such corporation. ARTICLE ONE The name of the corporation is PORT WORTH OPPORTUNITY CENTER. ARTICLE TWO The corporation =i a not:-rmht corporation. ARTICLE THTtEE The Corporation is to have perpetual existence. ARTICLE FOUR I_ The Corporation is organiwd and slaall be operated exclusively for charitable. purposes (which shall be deemed to include religious, charitable, scientific, literary or educational purposes, or the pmvention of cruelty to children or animals, within the meaning of those terms as used in section 501(c)(3) of the Internal Revenue Code or the corresponding provisions of any subsequent federal tax law (the "Code] and under the laws of the state of Texas); and, subject to such limitations and conditions as are or may be prescribed by law, to exercise such other powers which now or hereafter inay be conferred by lase upon a corporation organized for the purposes hcreinabove set forth, or ner,Pssary or incidental to the powers so conferred, or conducive to the attainment of the above -stated purposes of the Corporation. 2. Notwithstanding any other provision of these ,Articles of Inrorporation, the Corporation shall neither have nor exercise any power, nor shall it engage directly or indirectly in any activity, that would invalidate its state. as a corporation (a) which is exempt frorn federal income taxation as an organization described in section 501(c)(3) of the Code, or (b) contributions to which are deductible from taxable income under section 170(c)(2) of the Codc. d 007500.00100:0375374.01' 3- � G y D u O u EXHIBIT B 3. In furtherance of its purposes as aforesaid, the Corppmdon shall have all of the powers enumerated in Article 2.02 of the 'Texas Non-profit Corporation Act. ARTICLE FIVE The street address of the initial registered office of the Corporation is and the name of its initial registered agent at such address is ARTICLE SLX i. °lac number of directors and tho method of their appointment shall be determined by the Bylaws of the Corporation, and shall. be subject to change from time to time as the Bylaws may be amended. The number of directors shall never be less than three (3). 2. The number of directors constituting the initial Board of Directors of the Corporation is C--), and the names and addresses of the persons who are to serve as the initial directors arc: Name .Address 3.- The members of the Board of Directors shall scree without compensation, and no member of the Board of Directors shall receive any pecuniary benefit from the Corporation exczpt reirnbursement for actual oxpenses incurred in connection with the business of the Corporation and indemnification in the manner and to the extent provided in Article Twelve and the Bylaws oftbe Corporation. 4. The Corporation shall inden-rdfy its directors to the fullest extent provided by law, ARTICLE SEVEN s '. The name and street address of the incorporator are: Name Address ARTICLE EIGHT The Corporation shall have no members. 2 2„ 09'18198 12:04 F-LX 817 224 606o HiLLWOOD VtVttLUi'ILINt tV ulJ F-XMBIT B ARTICILE 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 new Bylaws shall be vested in the Board of Directors. ARTICLE TEN Anything in these Arti ;les of hncoiporation 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 pt'eseat at any mceting at which th= is a quorum; provided, howevezD that no amendment gill be made which will cause the Corporation to cease to be an organization. described in section 501(c)(3) of the Code. ARTICLE ELEVEN L. The Corp®ration is not organi2.ed for pecuniary profit, nor shall it have any power to issue certificates of stock or dccl= dividends.. The balance, if auy, of all money and other assets received by the Corporations from its operations, after the payment in -full of all debts and obligations of the Corporation of whatever kind and nat,=, shall be used and distrr`butcd exclusively for carrying out only the purposes of the Corporation as particularly set forth in Article Four. 2. The directors of the Corporation shall comply with the notice requirements contained in section 508(a) of the Code. 3. No part of the net earnings of the Corporation shall inure or be payable to or for the benefit of any private individual, including the Corporation's directors and officers. except that the Corporation shall be authorized and empowered to pay reasonable compensation for Y' C services rendered, to make payments and distributions in furtlterarlce of the purposes set forth in Article Four, and to indemnify officers and directors as provided in Article Twelve and in the ;C :11 Bylaws of the Corporation. 4- No substantial part of the ac ' . ities of the Corporation shall consist of carrying on propaganda, or otherwise attempting to influence iegislation; 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 public office; nor shad! the Corporation engage in any activ itics that are unlawful under applicable federal, state or local laws. S. The Corporation shall not operate for the primary purpose of carrying on a trade or business for profit. uk- 1 %fD es L1: L 4 tAl 61.7 [Y4 b0bU d1LLWUUU LtFLLUr.Xt:N1 Lei Ul-I la+l►��il��i+, o. Upon the dissolution of the Corporation, assets shall be distributed for one or more exempt purposes v4thin the meaning of =tion 501(c)(3) of the Internal E?gvenue 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 purpose_ Any such assets not so dispersed of shall be diT. osed 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 organization or organizations, as said court shall determine, which axe organized and operated exclusively for such purposes. 7. A contribution or gift made by a corporation to the Corporation shall be used by the Corporation for charitable purposes solely within the United States c,r its possessions. S. 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 on undistributed income imposed by section 4942 of the Internal Revenue Code. 9. The 'Corporation shall not engage in any act of self -dealing as defined in section 4941(d) of the Intcrnal Revenue; Code. 10_ The Corporation shall not retain any excess business holdings as deed in section 4943(c) of the Internal Revenue Code. 11. The Corporation shall not make any iinvestmmnts in such manner as to subject it to .Bx under section 4944 of the Internal Revenue Cade. 12. The Corporation shall not make any taxable expenditures as defined in 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 monetary damages (other thaal taxes, penalties and expenses of correction as described in Treas. Reg. § 53.4941(d)-2(f)(3)) for an act or omission in the director's capacity as a director, except that this article does not eliminate or limit the Liability of a director to the extent the director is found liable for an act or arnission which is; A, a breach of the director's duty of loyalty to the Corporation or its directors; B. an act or omission not in good faith that constitutes a breach of duty.:. f the' director to the Corporation or an act or omission that involves intentional misconduct .or ,a knowing violation Of the law, C. a transaction from which the dire., -tor receives an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director's office; or 4 — `� t:i� g3rL:G�1 tSUtiU _ `11LL'r1VVlJ lSt�rtLur"..6£.�at ..- . rajuLo D. an act or ornission for which the liability of a director is expressly provide by an applicable statute_ 2. The Corporation shall indemnify a person wtio was,. is or is threatened to be made a named defendant or respondent in a proceeding because the person was or is a director of the Corporation to the.fullcst extent allowed by, and in accordance with, the terms and provisions of section 2.22A of the Texas Non -Profit Corporation Act (as arneaded and in effect from iitn.e to tune), including, but not limited to, the inderra iftcations provided by Sections B, H, I, J and K thereof. For purposes of this paragraph 2 of this Article Twelve, "director" shall rzte2n any person who is or was a director of the Corporation and :any person who, while a director of the Corporation, is or was serving at the request of the corparatioa as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionaly of another foreign or domestic corporation, partnership, joint venture, sole prop-netorship. Lest, employee benefit plan or other enterprise. 3. This Article Twelve shall be deemed to incorporate by reference any future amendments to applicable law that imther limit or eliminate the personal liability of directors, or provide for the indemnification of directors by t'he Corporafion- 4. Any repeal or modification of all or part of this Article Twelve by tho directors of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of sucb repeal or modification.. IN WTINFSS VIEMP-ROF, I have hereunto set my hand, this day of , 193&_ PORT WORTH OPPORTUNITY CENTER By: Incorporator f 9 ub•i5tk66 Yam. Clj LLd oueu n1a.a.1'UUy �L�yLVC u[..�a 4-- �- BYLAWS OF FORT WORTH OPP95ZTUNITY CENTER ARTICLE I Offices Section 1. The registered office shall be located in the City of Fort 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 board of directors may from time to time determine or as the business of the corporation may require_ ARTICLE 11 Directors Section 1. The affairs of the corporation 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_ The number of directors of the corporation shall be at least three (3), or such other number as determined from time to time by resolution of the board of directors or -as stated in the corporation.'s articles of incorporation. The directors shall be appointed as provided in Section 3 of this Article, and each director appointed shall hold office for (e 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, until his or her death, resignation, retirement, disqualification or removal from office. Directors need not be residents of the State of Texas. The number of directors may be increased or decreased from time to time, but no decrease shall have the effect of shortening the term of any incumbent director. Section 3. (a) Vacancies in the board 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 4 directors is increased; or (3) a director's term of office 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 following 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 if 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 1 Oo750o.00100: D3753 A2.Cr i j A& ua; llS ab IZ: UJ kAl ale CL4 OUOU bi LL"UUU Pr vrL.Ut'MJ:-bl W_-J UI I E IIBIT B discharge his or her duties as director, (b) if such director is finally convicted of a felony; or (c) if within sixty (60) days after notice of such &=tar'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 occurring in a position on the board of directors shall be filled by a majority of the remaining directors then serving. (cj 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 term would otherwise expire, the successor to such director may be selected in accordance with above paragraph (b), to take office when the resignation becomes effective. A director appovtated 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 his or her predecessor in office. (d) Any director may be removed, with or without cause, at any time by the affin-native vote of two-thirds of the authorized number of directors. Meetings of the Board of Directors Section 4. Meetings of the board of direci¢ars, regular or special, may be held either within or without the State of Texas. Any regular or spe-zial meeting is valid, wherever :held, if. held on written consent of all members of the'board of directors given either before or after the meeting and filed with the secretary of the corporation_ Section 5. A regular annual meeting of the board of directors shall be held on the first Monday of 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 quorum shall be present. In the event of the failure to fix the time anal place of such regular annual meeting of the newly elected board of directors, or in the event such meeting is not beld 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 waiver signed by all of the directors. Section 6. Except as otherwise provided in Section 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. Written notice or special meetings of the board of directors shall be given personally, or sent by mail or by other form of written commttnication, to each director at least five (5) days before the date of the meeting. Except as sct 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 i;-t the notice or waiver of natice of such meeting. 007500.00100:037 53 81.01 09/18/98 12:05 FAX 817 224 6060 IimLwooD DENELoPStENT i¢SOIS EYJ-nBIT B -Section 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 duty held at which a quorum is present shall be the act of the board of directors, unless a .greater number is required by lave 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 any action taken at the meeting, unless his or her dissent to the action is entered in the minutes of the meeting, or unless the director shall file Ms or her written dissent thereto with the secretary of the meeting 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 present 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 adjourned meeting at ,which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified and called. Section 9_ Any action required or permitted to be taken at a meeting of the board of directors or any committee thereof may be taken without a meeting if a consent in 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 unanimous vote at a meeting. Subject to the provisions required herein for notice of meetings, members of the board of directors or of any committee designated by the board of directors may participate in and hold a meeting of such board or committee by means of conference by telephone or similar communications equipment such that all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 9 shall const,tute presence in person at such meeting, except where a person participates in a meeting for the express purpose of objecting to the transaction of any business on the ground that the Tneetin; is not lawfully called or convened. Committees of Directors Section 10. The board of directors, by resolution adopted by a majority of the full board, may designate from among its inembers one or more committees, each of which, to the extent 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 exohangec of -all or substantially all of the 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; filling vacancies in the board of directors or any such eomrnitt-ne; filling any directorship to be filled by reason of an increase in the number of directors; electing or removing officers of the corporation or members of any such conunittee; fixing the compensation of any member of such committee; altering or repealing any resolution of the board of directors that, by its 'terms, provides that it shall not be so amendable or repealable; or taking. any action outside the _scope of authority delegated to it by the board of directors. Vacancies in the membership of any such 007500.001WM7538201 , 08z18198 12:06 F'AZ 817 224 6060 HILL"UUD DEVELUr'iL I WJL.ta committee shall be filled by the board of 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 be 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 any such committee shall serve at the pleasure of the board of directors. Compensation of Directors Section 11. The directors may 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 their services, but nothing herein shall be construed to preclude any director from serving the corporation in 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 designated 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 may be removed at any time by the affirmative vote of a majority of the board of directors. ARTICLE III Notices and Requests Section 1. Notices and requests to directors or officers sha11 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 mail shall be deemed to begivenn 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 delivmy or telecopy shall be deemed to be given and received at the time when same shall be actually received by the person to whom addressed. Notices and requests to directors and officers may 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 in 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- 4 007500.00 t00:0375392.01 vJld t)0 J— VV r_11 Olt vvVv LL—.1— ✓L. r—vL L." EXHIBIT B Section 3. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully calted or convened. RTICL 1F YY 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 ?_ 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 it deems appropriate, none of whom need be a member of the board of directors. - Section 3. Such other officers and assistant officers and agents as may 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 until 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 may be removed by the board of directors, with or without cause, whenever in its judgment the best interest of the corporation will be served thereby, but such removal shall be without prejudice 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 business of the corporation and shall see that all orders and resolutions of the board of directors are carried 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. Section 7. The president shall execute bonds, mortgages and other contracts, except whLcrc the, execution thereof shall be expressly delegated by the board of directors to some other - officer or agent of the corporation. 007500,001 00!03753K2.01 uai llriats^Lz: uo r Ls ox, c. y ouou dlGtLLv� "'..•. '�:�a�i" The Vice Presidents Section g. The vice presidents, in the order of their seniority, or otherwise. as determined by the board of directors, shall, in the absence or disability of the president, pm forin the duties and exercise the powers of the president. They shall perform such other duties 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 the 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 sera 'prityy, or if there be none, the treasurer, acting as assistant secretary, or otherwise, as determined l:y the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers -of the secretary. They shall perform such other duties and have such other powers as.the board of directors may from time to time prescribe. The Treasurer and Assistant Treasurers Section 11. The treasurer shall have custody of the corporate funds and securities and sliall keep full and accurate accounts of receipts and disbursements irl books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit. of the corporation in such depositories an may be designated by the board of directors. Section 12, The treasurer shall disburse the funds of the corporation as maybe ordeted by the board of directors, taking proper vouchers 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 requires an accoruit of a1 his or her transactions as treasurer and of the financial condition (if the corporation. Section 13. If required by the board of directors, the treasurer shalt give the corporation, a bond in such sum and with such surety or sureties- as shall be satisfktory to 'the board of directors for the faithful performance of the duties of his or .her office and' -for the restoration to the corporation, in case of the treasurer's .death, resignation; redrc—meat or removal from office, of all books, papers, vouchers, money and other property of -whatever kind in the treasurer's possession or under his or her control belonging to the corporation, Section 14. The assistant treasurers, in the order of their seniority, 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-. 6 007 500, 00100:63 753 82.01 �.o1J nJ tw Vr CY..1 Jli a•ry uvuv ._ ...... _.._ ._ —��—. _._ lla a. a."v...,v ✓L�GLVf .tLL.•a They shall perform such other duties and have sazh other powers as the board of directors may from time to time prescribe. ARTICLE V General Provisions Section 1. The board of directors may authorize and the corporation may make distributions, subject to any restrictions in the articles of incorporation and limitations set forth in the Act_ Except as otherwise specifically provided herein, the board of directors shall snake no distribution that inures to the benefit of any disqualified person (within the meaning of Section 4946(a) of the Internal Revenue Code of 1986, as amended (the "Code")). Section 2. The board of directors may by resolution create a reserve or reserves out of surplus or designate or allocate say and all of its surplus in any manner for any proper p-irpose or purposes, and may increase, decrease or abolish any such reserve in the same manner. Section 3. The board of directors may accept on behalf of the corporation arty contribution, gift, bequest or devise for the general purposes or for any special purposei of the corporation. The board of directors may make gifts and give charitable contributions that are not prohibited by statute, these bylaws, the articles of incorporation and any requirements for inaintaining the corporation's fcderal 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 authorized by these bylaws, to enter into any contract or execute and deliver any instrument in 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. Section 5. All cheeks, 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 from time to time designate. Section 6. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositaries 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 i a a form approved by the board of directors. The seal may be usedby causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced'. 7 007500.00100:037 53 82.01 U9"1608 1C:ur 1^Al 817 2G4 dubu ai""OUUU L+. U.;� EXHIBIT B Sxtion 9, The corporation shall keep correct and complete boobs 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 the directors entitled to vote. AM 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. ARTICLE VI Amendment of lavlaws 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 board of directors if notice of such amendment, repeal or adoption, of new bylaws is contained in the Notice of such meeting. No amendment tnay 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, or which would cause any benefit, other than reasonable compensation as determined under Section 12 of Article TI or Section 4 of Article IV, to inure to any person who has a personal or private interest in the activities of the corporation. ARTICLE VII Indernuification of Officers and Directors. Section 1. As utilized in this Article, the following terms shall have the rneantngs indicated: (1) "Corporation" includes any domestic or foreign predecessor entity of the corporation in a merger, consolidation or other transaction in Which the liabilities of the predece-ssor are transferred to the corporation by operation of law and in any other transaction zn which the corporation assumes the liabilities of the predecessor but does. not specifically exclude liabilities that are the subject [natter of this Article. (2) "Director" means any person who is "or was a director of the corporation and any person who, while a director of the corporation, is or was serving at the request of the corporation as a director, officer, partnea, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise. (3) "Expenses" include court costs and attorneys' fees. (4) "Official capacity" means: (i) when used with respect to a director, the offce.'of director M the corporation, and (ii) when, used with respect to a person ot}ier than a director;'the elective or appointive office in the corporation held by the officer or the employment or, agency relationship 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 0015 00.00100:03753 92.01 -201 Ls- Ho LG. UD OL, Z.i L11 L.L��v111+ yL �LLVI ..`".+L EXHIBIT S (i) and (ii) above does not include service for any Other foreign ur domestiz corporation or any P-OM hip, ?oiDt venture, sole proprietorship, !rust. employee benefit plan or ot)ier enterprise_ (5) "Proceeding" means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding and any inquiry or investigation that could lead to such an action, suit or proceeding. Section 2_ The corporation shall indemnify a person wbo 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 conduct in his or her official capacity as a director of the corporation, that his or her conduct Was in the corporation's best interests, and (b) in all other czses, that his or her conduct was at least not opposed to the corporation's best interests; and (3) in the case of any criminal proceeding, had ao reasonable cause to believe that his or her conduct was unlawfitl. Section 3. A director shall not be indemnified by the corporation as provided in Section 2 of this Article for obligations resulting from a proceeding: 'rI) in which the director is found liable on the basis that personal benefit was improperly received by him or her, whether 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 in Section 5 of this Article. Section 4. The termination of a proceeding by judgment, order, settlemEmt or conviction or on a plea of nolo contenders or its equivalent is not of itself determinative that the person did not meet the requirements set forth in Section 2 of this Article_ A person shall be deemed to have been found liable in respect of any claim, issue or matter only after the person shall have been so adjudged by a court of competent jurisdiction after exhaustion of all appeals therefrom. Section 5. A person may be indemnified by the corporation as provided in Section 2 of this Article against judgments, penalties (including excise and similar taxes), tines, settlements and reasonable expenses actually incurred by the person in connection with theproceeding; 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 connection 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 hip or her duty to the corporation. Section 6. A. determination of indenuuificatiott under Section 2 of this Article must be made: (1) by a majority vote of a quorum consisting of directors who at the time of the vote are not narned 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 matter by a majority 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; or (3) by special legal counsel 9 007 500.00100:03753 82.01 AM FI Lf � I Ll : x S 1_- � 6 c� �+« a u v u u _ u l A.L. ^ v v✓ (J G � G L✓ C .LL L• •'+ '[;� +• u � E)GiTBIT B vy tf thi3 ar, if SaEb B QDDP zrt col be obtdMad =,a sue' a commit c cannot be establislie4 by a majority vote of all direetan Section 7. Authoriation of indemnification and determination as to reasonableness of expenses must be made in the same many. er as the determination that indemnification is perniissible, except that if the determination that hidemni_fication is permissible is made by special legal counsel, autho ization of indemnifcation and determination as to reasonableness of expenses must be made in 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 incorperation,, the bylaws, a resolution of directors or an agreement that makes mandatary the indemnification described in Section 2 of this Article shall be deemed to coustitutc authorization of indemnificatioa in tha manner required herein, even though such provision may not have been adopted or authorized in the sarne manner as the de Yerminativn that lndcrnni tcatlon 9s permtssibIc. Section 8. The corporation shall indemnify a director against reasonable expenses incurred by such director iia, connection with a proceeding in which he or she is a named defendant or respondent because he or she is or was a director if the director has been wholly successful,' on the merits or otherwise, in the tiefense of the proceeding. Section 9. If, upon application of a director, a court of competent jurisdiction determines, after giving any notice the court considers necessary, that the director is fairly and reasonably entitled to indemnification 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 describes in Section 3 of this Article, the corporation shall indemnify 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 in.demnircation shall be limited to reasonable expenses actually incurred by the person in connection with the proceeding. Section 10. Reasonable expenses incurred 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 in Section 6 of this Article or the authorization or determin -1 specified in Section 7 of this Article, after the corporation receives a written affirmation by 1_ , director of the director's good faith belief that he or she has met the standard of conduct necessary for indemnification under this Article and a written undertaking by or on behalf of the director to repay the amount paid or reimbursed if it is ultimately determined that the director has not met that standard or it is ultimately determined that indemnification of the director against expenses incurred by him 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 payment or reimbursement permitted under this Section shall be deemed to constitute authorization of that payment or reimbursement, 1Q 007 5 00.00100:03 753 Y2.01 u2f 1.6, No 0 L'_9_L ./1. r�-5 OVVV u.a..a. vv✓ ✓G,, La....♦ ... a T-'--- Section 11. The written undertaking required by Section 10 of this Article must be an unlimited general obligation of the director but need not be secured_ It maybe 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 witncsc 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 sarne extent provided by Sections g and 9 of this 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 :he 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 tk corporation but who are or were serving at the request of the corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise to the same extent that it may indemnify and advance expenses to directors under dais Article. Section 15. The corporation may indemnify and advance expenses to an officer, employee, agent or person identified in Section 14 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 maintain insurance or another arrangement oil behalf of any person who is or was a director, officer, employee or agent of the corporation or who is or was serving at the request of the corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign: or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit pIan 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, regardless of whether all or part of the stock C or other securities of the insurer or other person are owned in whole or part by the corporration; in the absence of fraud, the judgment 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 in an 11 007500. or)[ 00:0375382:01 UW/Id/V6 1Z:UV 17,i1 0 1 f [e.i 4UtiU nia.caniruu utrti.�+rmt�tt 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 beneficiaries of the insurancc or arrangement - Section IT For purposes of this fcrt?.cle, the corporation is deemed to have requested a director to serve an employee benefit plan whenever the performance by the dirwtor 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 beneficiaries 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 of ornitted by the director with. respect to an employer benefit plan in the L,: ance of bis or her duties or fora purpose reasonably believed by the director to be in the interest of the participants and beneficiaries 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 the corporation pursuant to Article VIL Section 16 may include coverage for the b demnifiable expenses described elsewhere in Article VII, as well as judgments, fines, settlements, penalties; taxes and expenses of corrcction, including such expenses as may be related to taxes, penalties and expenses of correction imposed under Chapter 42 of the Code. However, if coverage for judgments, fines, settlements, penalties; taxes and expenses of correction is included in any liability insurance so purchased by the corporation, the corporation shall request die insurance carrier from whom such insurance is purchased to furnish the corporation with the portion of any insurance premium payable that is attributable to such coverage for judgments, fines, settlements, penalties, taxes and expenses of correction. That portion of such premium as is so designated by the insurance carrier 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, in the compensation paid to each such director, officer, employer, or other party by the corporation. Section 1.9. No purchase of insurance, bidernnification 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, ISO HEREBY CER. T )FY that the foregoing are the Bylaws of FORT WORTH OPPORTUNITY CENTER, as adopted by a written consent of directors effective as of the day of , 1998. 12 407500.o01oo:a3753Ri.o1 1 1: Va/13/�f0 iL_t721 ttL.A 61/ GL ��21V G1a LL��vv+ uL�C•1.�[ALA• v-,�•. Legal Description Block 7 of ANDERSON LABORATORY ADDITION (ENDUSTRIAL PARK), a subdivision of blocks "A" and "C", Carver Plaza, First Increment, to the City of Fort Worth, Tarrant County, Texas, according to the flat thereof recorded in. Volume 388-139, page 50, Plat Records, Tarrant CounM Texas_ RAMEY AVL JE (' I I r � ( r NCH I r a Co EXPANSION. r MPERTY 0 i0 4 7 ACO r , i 1 _.; r11 011 6G1 OUA.01 all OU.. [l<LL� V Vl7 LL v LLUr SL-, L 4.d uJ EMMITE F0RTT WOR TH OppoR TUNITyCENTER CAPITAL, BUDGET Arcbi j u"I agzi.� s so a�oa T—d=q- Desi= BAN Gxe0f--J Tieai =.19UM1 - Testing & lotion 24" ta:mmmsulEing 3AM Muiaxing & Pn molian 2+WO SiftwOlk 14 It �� i�Plrce 200U0'rf witcsetc p-rvEen'hF) t.� AeplatSe caascretaslab on gfadc sz+is CZooO cf 54.50) 75;ei9i1 Scal �roxehouse:fl--M-(14187 sf @ 50.9c) !.0(lD Ad!diti-,W wzrthauso jigh(i-Z-EE�h jay s 4 s55 Paint wwchouve wwhi (9300 smsoxo) eon BuRdingsn--:i (6wCGf0 s35:00) 7; 440 I3anoliiinn and Easade I2rnovaEacm 210;f100 ixndscapi* 9 69;006 Yva.i Fcuing'2G0'if{v) Sf8.00 60;000' Additional Pavaacnt.R-Pair t40% oftettuining area) a7;620 .. ' Contingency ll5:tr00 Closing Cost `& Tiilc Fccs- incRitn Financing Coctr TOW Bnildinq Cast asoan °': 7GS,525 Furnivhin1;s.1�iztj&resontLEquipcnebt' 25,0469 :. Property Aequw6an Cost 00D,000 Total Project t:ast S : _ 1,39025.: File: FW Upp Center, Dale: 09/18/199s; Time; 12;42'PM ua d "us iglu ras. air 444 bo6o AILLMOOD DEVELUrXENI tgj u j i EXMBITF FORT WORTH OPPORTUA= CENTER T g. R PROJECTED BUDGET Year.) Ycsr 2 Year 3 Year a Yc=r 5 I?�itEC.: T COSTS ACTLABOR 2o;0oo 20.6W 21,218 21.955 22,510 i:QUU MENT RENTAL 3,0ou 3.090 3.I83 32711 3377.. RENTAL EXPENSE 1 T ! I 1 IIGM 3.500 3 605 3.713 3.825 3,939 `LrraZlIF-; 1 5 3,000 3.090 3,1FG 327R 3-377`--' SECURITX 30,00T1 3%90D 31,827 3?,782 33;7G5 TELEPHONE 7,376 2,447 2.521 2596 2 04. . SALARIES EXEC[T1IVED 1R>:C'1-OR- 7S,it00 77,250 79,$68 $1,9S5 84,413 EXECUTME ASSISTANT 32,Z40 33,207 34,M3 35,230 36,286 FICA 5,880 7,086 7199 7,518 7,744: UN1"1pwV��T 180 185 191 197 203 HFtLTHINSURAMCE 11 S9b 11;944 12.302 12,671 13-051` a WORKER'$COWENSATION 685 706 727 749 771.. SIUPm' s OFFICE SUPPLIES 4;80tt 4.944 5,092 5.245 5,402 POS'TAGF: GOG 618 637 656 675'' X O'-k SUPPLIES 6,000 6.190 6„965 6,556 6 753 ; C. MULL EXPENSE 1s00 1.954. 1;910 1,967 2,026:.' PRINTING 2,400 2472 2.546 2-623 STUDENTSUPPI-JES 7. 00 7,416 7.638 7.863 8 104, EQUIPMENT'REpAURS Cow 6.180 6,365. 6 S56 6153 .MISCELLANEOUS STAFI- TRAVM-: IN -TOWN 1,000 1,030 1,061 093 1;12G STAFF TRAVEl—OUT-OF-TOWN .,250 7-468 7.692 7.922 DUES AND NfE&SE!RSHiPS 1,100 1,133 17167 1.262 1;338' ENTR ANCE FEES 2500 2575 2.652 2,733 2 814 i INDIRECT COSTS 5,555 5.722 5.993 6.070 CAPITAL OUTLAYS FAA30R EQUIPMENT AND PROPERTY 8,970 9239 9516 9.802 OFFICE EQUU)' H T 5,400 5.562 5,729 5.901 6 C78 '. % Change CPI CP! CP! CY! _- TOTKI;BUDG(15 a ;nT%,cti_ �;•rt' - Z°9 -tii:: •,� �' -r �=5 �,033" 3 zs6,§1i4 �a zd tyv s �. 7z,125 S zso,zs� Pik: Fwoc - BuDGE�r: Rj1e; snana;, me 11:41 AM 1 HII LWOOD DEVELOPMENT ORE-ORAnON HILLWOOD DEVELOPMENT CORPORATION September 29, 1998 Mr. Bob Terrell City Manager City of Fort Worth 1000 Throckmorton Street Fort Worth, Texas 76102 Re: Memorandum of Understanding between Hillwood Development Corporation ("Hillwood") and the City of Fort Worth ("Fort Worth") conceming the conditions to a Uniform Wholesale Water Contract for Water Services between the Town of Westlake ("Westlake') and Fort Worth. Dear Mr. Terrell: This letter sets forth the general terns and conditions under which Fort Worth will enter into a Wholesale Watet-Contract with Westlake. These terms and conditions are set out below. Wholesale Water Contract. Fort Worth will enter into a Uniform Wholesale Water Contract (the "Contract") with Westlake. 2. Financial Oblitrations. Hillwood will fund the following capital costs which Fort Worth has incurred or will incur in association with its obligation to provide water to Westlake under the Contract (estimated to be $10,100,000). The financial obligations include the followincl: 'A. Prepayment of Impact Fees: A payment of $2;000,000 will be made to Fort Worth by Hillwood upon execution of the Contract, which contract will be enter'into. on or before January 1, 1999. This payment represents a prepayment by Hillwood of future Impact Fees to be charged under the terns of the Contract and in connection with the development of the Circle T Ranch. Hillwood or its assigns will receive a credited for future impact fees due under the Contract. B. Water Facility Cost: Forth Worth will make the necessary improvements to its water system to provide the additional capacity to service the Town of Westlake; Fort Worth and Hillwood' will enter into a Capital Cost Contract ("CCA")'to fund these costs. In addition to the $2,000,000 payment set out in 2A. above, the'balatice of the cost ($8,100,000) will be funded as follows: Years 1 - 5 $298,885 Years 6 - 25 $645,374 Years 26 -30 $346,489 �:I @LI i1J li M1ILMI.II Ln•ild lliHlhfUL.IJL'iil ell. i,l.'"�' EXH191T t, 116&1 Heritage Parkway .Suite 2200 . Fur[ 1 I 'C • Fax (61 i) 2 A 6000 • �tiicti lnll�� �li;l ��qn Fort Worth • Dallas • Atl.mt.i', i� 6riri +'_ .u�R i rir Li JuiLt • M.liu • 1t I L`;1'�; L'i 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 �t in the spaces provided below. Sincerely, Hillwood Development Corporation By: Ackgowledged and Agr /d. City of Fort Worth By: Date E11 C MEMORANDUM.OF UNDERSTANDING HILLWOOD DEVELOPMENT CORPORAnON September 29, 1998 Mir. Bob Terrell City Manager City of Fort Worth 1000 Throckmonon Street Fort Worth, Texas 76IO2 Re: Memorandum of Understanding between Hillwood Development Corporation ("Hillwood") and the City of Fort Worth ("Fort Worthn ") concerning the conditions to a Uniform Wholesale Water Contract for Water Services between the Town of Westlake ("Westlake")and,.-Fort Worth. Dear Mr. Terrell: This letter sets forth the general terms and conditions under which Fort Worth will enter into a Wholesale Water Contract with Westlake. These terms and conditions are set out below. Wholesale Water: Contract. Fort Worthwill enter into a Uniform Wholesale Water Contract -(the "Contract") with Westlake. Financial.:Obli atg ions: Hillwood will fund -the following capital costs which Fort Worth: has incurred or will incur in association with, its obligation to provide water to .Westlake under the Contract (estimated to be $10,100.000). The financial obligations include tI e: following: A. Prepayment of Impact -Fees: A payment of $2,000 000 will be made to Fort Worth by Hillwood upon execution of Contract; which contract will be enter into on or before January 1, 1999. This payment -represents a prepayment by Hillwood' of future L-npact Fees to be charged under .the terms of tl: Contract and`in connection with the development of the Circle T Ranch. Hillwood c; its assigns will `receive;a credited for future impact fees due under the Contract. B. Water Facility Cost: Forth Worth will make the necessary improvements : to, its water system to provide the additionalcapacity to service the Town of Westlake. Fort Worth and-Hillwood will enter into -a.Capital, Cost Contract ("CCA").to fund: these costs. In addition to the $2,000 000'payment set out in 2A. above, the ;tiala ice' of the cost ($8, I 00,000) will be funded as follows: Years 1- 5 $298885 Years 6 - 25 $645,374 Years 26 -30 $346489 13600 Hrritage Parkway • Spite 200 • Fort Worth; Texas" 76177 (81:7) 224=6000: fax (8.17) 224 6b6O w hlllw& zom Fort Wnnh • .nallas • .4tlahta`e Austin �,:KansasCity • Inihc • l a li�lla • Maui: AbuI)habi EAt mi i D FORM OF UNIFORM WHOLESALE WATER CONTRACT CONTRACT FOR WATER SERVICE BETWEEN THE CITY OF FORT WORTH, TEXAS, AND TOWN OF WESTLAKE, TEXAS STATE OF TEXAS § COUNTY OF TARRAN r § This contract and agreement is made and entered into this the day of February, 1999, by and bet--een the City of Fort Worth, a municipal corporation located in Tarrant and Denton Counties, Texas, acting by and through Mike Groomer, its duly authorized Assistant City Manager, hereinafter called "Fort Worth," and the Town of Westlake, located in Tarrant County, Texas, acting by and through Scott Bradiey, its duly authorized Mayor, hereinafter called "Customer." WHEREAS, Fort Worth has provided at its own expense, and now owns, operates and maintains facilities for processing and distributing a large supply of surface water, and at the present time is qualified to furnish and deliver potable water, both within and without the corporate boundaries of Fort Worth; and, WHEREAS, Customer has provided at its own expense and now owns, operates and maintains a distribution system; and furnishes water service to the customers within its boundaries, and, WHEREAS, Customer does not have and cannot provide economically and within a reasonable period of time, any other source of water supply, fully adequate to meet its present and/or future needs or potential emergency needs; and, WHEREAS, it is deemed to be in the best interest of both Fort Worth and Customer that said parties do enter into a mutually satisfactory agreement by means of n which Customer may obtain from Fort Worth a supply of potable water at a reasonable rate; and, WHEREAS, by the execution of this contract, neither Fort Worth nor Customer will surrender any of its rights to the ownership and operation of its present water production and distribution facilities; and, WHEREAS, Customer desires to contract for the purchase of potable water and Fort Worth desires to sell potable water to Customer; and WHEREAS, Section 402.001 of the Texas Local Government Code and Chapter 791 of the Texas Government Code authorize Fort Worth and Customer to enter into this agreement-, NOW, THEREFORE, KNOW ALL BY THESE PRESENTS: That, for and in consideration of the mutual covenants, promises and agreements contained herein, Fort Worth and Customer do hereby covenant and agree as follows: 1. Definitions a 1.1 "Annual Consumption" is the total quantity of water purchased under the terms of this contra-t by Customer during the fiscal year of Fort Worth as determined by the difference in the annual October meter readings. 1.2 "Average Daily Use" is the total Annual Consumption divided by 365 days. 1.3 `Treatment, Pumping and Transmission Charge" is that part of the rate charged for 1,000 gallons used, regardless of rate of use. This charge shall include the maintenance and operation costs, and the capital facilities cost on the part of the production and transmission system related to annual use. 1.4 "Customer System" is al', necessary Customer mains and distribution facilities on the Customer's side of the meter from and beyond the point of delivery of k potable water by Fort Worth. 1.5 "Delivery Facility" is any facility necessary for the transmission of water from the Fort Worth System that is on the Customer's side of the point of delivery that is F constructed specifically to allow Fort Worth to serve Customer.' Q 1.6 "Director° is the Director of the City of Fort Worth Water Department or his designee. 1.7 "Fiscal Year" is the fiscal year of Fort Worth from October 1 through September 30. 1.8 "Fort Worth System" is the Fort Worth water treatment and distribution + system. 1.9 "General Benefit Facilities" are water facilities that provide utility services and benefits common to all customers which include water treatment facilities, metering.... TOWN OF WESTLAKE WHOLESALE TREATED WATER CONTRACT PAGE 2 r facilities, control systems and appurtenances, storage facilities, pumping facilities and all major mains that are sixteen inches (16") and greater in diameter. 1.10 "MGD" is million gallons per day. 1.11 "Maximum Day Demand" is the maximum quantity of water used by Customer during one calendar day of the Fiscal Year of Fort Worth. 1.12 "Maximum Hour Demand" or "Peak Hour bate" is the quantity of water used by Customer during the one hour of the year that more water passed through the meter or meters serving the Customer than during any other hour of the Fiscal Year of Fort Worth multiplied by 24. hours. 1.13 "Rate of Use Charge" is the fixed charge determined for the Maximum Day Demand in excess of Average Daily Use and the Maximum Hour Demandin excess of .Maximum Day Dernand rates of use. 1.14 "Raw Water Charge" represents the rate for 1,000 gallons charged by the Tarrant Regional Water District to Fort Worth for raw water to be sold to the Customer plus eight percent (8%) of said rate, representing Fort Worth system losses of four percent (4%), and the street rental charge of four percent (4%). 1.15 "Wholesale System Access Fee" is a capital contribution funding or recouping the costs of General Benefit Facilities capital improvements or General' Benefit Facilities facility expansions necessitated by and attributable to new development. 1.16 "System Cost" is the operating expense and capital related cost incurredl'by" Fort Worth pursuant to the provision of water treatment and transmission to the wholesale class of water customers. Such costs are to be collected by Fort Worth as a component of the annual cost of providing wholesale water service. 1.17 "Volume Charge" represents the combined treatment, pumping and transmission charge and the raw water charge in effect for the current Fiscal Year. 1.18 "Capital improvements" means any of the following facilities which provide utility services and benefits common to all customers and that have a life expectancy of three or more years, whether such capital improvements are located within the TOWN OF WESTIAKE WHOLESALE TREATED WATER CONTRACT PAGE 3 jurisdictional limits of Fort Worth or Customer: water treatment facilities, metering facilities, control systems and appurtenances, storage facilities, pumping facilities and all mains that are sixteen inches (16") and greater in diameter. 1.19 "Facility Expansion" is the expansion of the capacity of an existing facility that serves the same function as an otherwise necessary new capital improvement, in order that the existing facility may serve new development. The term does not include the repair, maintenance, modernization, or an expansion of an existing facility to better serve existing development. 2. Terms and Conditions 2.1 Fort Worth agrees to fumish and sell to Customer potable water of potable quality meeting all applicable governmental standards, delivered under the normal operating pressure prevailing in the Fort Worth System at the point or points of delivery mutually agreed upon. Customer agrees to accept delivery under the conditions of this agreement and to pay for the same in accordance with the terms herein. 2.2 In accordance with the terms of Fort Worth City Secretary Contract No. 12720 between Fort Worth, City of Arlington, City of Mansfield, Trinity River Authority and the Tarrant County Water Control and Improvement District No. 1, now known as the Tarrant Regional Water District, this contract shall be deemed subordinate in all respects to the water requirements of the above contracting parties as specified in Section 3 of that contract. 2.3 if Fort Worth shall ration the use of water throughout its corporate limits or issue water conservation measures or restrict the use of water in any way, Customer" agrees to institute .and apply the same rationing, conservation measures, or restrictions to the use of water by the customers of Customer for so long as any part of the total water supply of the Customer is being furnished by Fort Worth. Fort Worth agrees to consult with the Water System Advisory Committee in the development of any conservation. or rationing plans that may be necessary to address operational constraints whetheror not same are required by any state or federal regulatory agency, or are deemed advisable by the Water System Advisory Committee to manage long term System Costs, except where TOWN OF WESTLAKE WHOLESALE TREATED ATER CONTRACT PAGE emergency conditions may dictate short-term conservation or rationing requirements as may be determined by the Director to meet all necessary water demands. 3. Location and Maintenance of Measuring Devices 3.1 All water furnished under this agreement by Fort Worth shall be measured by one or more suitable meters equipped with continuous flow, chart -recording devices, and telemetering equipment connected with the Fort Worth control center. All meters, recording devices, telemetering equipment and appurtenances shall be approved and installed by Fort Worth. Customer shall pay for the meter vault and all metering equipment, including telemetering equipment to the .Fort Worth control center, and appurtenances, plus the installation cost thereof. Fort Worth shall pay all casts associated with the operation and maintenance of said equipment and shall pay for the replacement of said' equipment ns necessary. Such costs, as well as charges for the telelink line and microwave transmitter and the power to operate -same, shall be a -System Cost. 3.2 The .point or points of delivery of potable water by Fort Worth shall be the - meter vault connection to Customer's side of the meter, and all necessary mains and distribution facilities from and- beyond said point shall be the responsibility of Customer. The location of each meter shall be mutually agreed upon in writing by and between 16e parties hereto, and the meter or meters shall not be moved or relocated=except by mutual consent in writing by the parties hereto. 3.3 For the cost of each additional Customer connection to the Fort Worth System, Customer will pay an amount not less than. that which would be paid by a developer to Fort Worth under its then existing connection and line extension policy; or an amount agreed upon mutually by Fort Worth, Customer, and the:Water System Advisory Committee. 3.4 Either party, at its own expense, may install a check meter to check or measure the volume of water passing the master meter, providedthat, if such check meter is installed, the same rules and regulations relative to its operation, maintenance and reading shall apply as to the master meter being tested. TOWN OF WESTLAKE WHOLESALE TREATED WATER CONTRACT PAGE 5 Meters 4.1 Fort Worth shall routinely test for accuracy, and service and calibrate if necessary, the master meter(s) no less than once during each twelve (12) month period. Copies of the results of such calibration and all related information shall be provided to Customer. Customer shall have access to the metering facilities at all reasonable times; provided, however, that any reading, calibration or adjustment to such metering equipment shall be done by employees or agents of Fort Worth, or other mutually approved third party calibration agent, in the presence of representatives of Customer and Fort Worth, if so requested by Customer. Notification of any proposed test shall be provided to the Customer at least seventy-two (72) hours prior to such test being conducted and Customer may observe such test, if so desired. 4.2 Upon any calibration, if it is determined that the accuracy envelope of such meter is found to be lower than ninety-five percent (95%) or higher than one hundred five percent (105%) expressed as a percentage of the full scale of the muter, the registration of the flow as determined by such defective meter shall be corrected for a perod extending back to the time such inaccuracy began, if such time is ascertainable; or, if such time is not ascertainable, then for a period extending back one-half (112) of the time elapsed since the date of the last calibration, but in no event further back than a period of six (6) months. All meters will be properly sealed, and the seals shall not be broken unless representatives of both parties have been notified and given a reasonable opportunity to be present. 4.3 If any meter .t to determine the flow of potable water to Customer is out of service or out of repair so that the amount of water metered cannot be ascertained or computed from the reading thereof, the water delivered during the period such meter is out of service or out of repair shall be estimated and agreed upon by the parties hereto upon the basis of the best data available. The basis for estimating such flow includes, but is not limited to, extrapolation of past patterns of flow for said metering station under similar conditions. In the event that the parties hereto cannot agree on the extrapolated estimate of water volume delivered, agreement on the flow volume will be determined by TOWN OF WESTLAKE WHOLESALE TREATED WATER CONTRACT PAGE 6 third party arbitration, as hereinafter provided. 5. Meter Reading and Billing 5.1 Fort Worth will read all meters provided for herein at monthly intervals, and the parties to this agreement shall have free access to read these respective meters daily, if either party so desires. It shall be the duty of the parties to give immediate notice, each to the other, should any meter be found not functioning properly, and, upon such notice; repairs to such meter shall be made promptly. 5.2 All readings of meters will be entered in ink upon bound journals maintained by Fort Worth. Customer shall have access to such records during reasonable business hours and shall be furnished with monthly readings for each point of delivery metering facility. 5.3 if Customer has more than one point of connection to the Fort Worth System the sum of all meter readings and rates of flow shall be used for the purpose of calculating the water Volume Charge and the Rate of Use Charge. 5.4 A review of water usage amounts by Customer for the past twelve (12) months shall be made during the presentation of the October bill each year. The October statements shall be prepared so as to reflect any and all Rates of Use Charges that have not been previously billed and paid. A copy of the rate of flow charts or other records showing the Maximum Day Demand and the Peak Hour Rate of the year shall be furnished to Customer with the October billing. 5.5 Fort Worth shall render bills for water service to Customer monthly. All such bills shall be due and payable by Customer not more than thirty (30) days from the billing date. The bills will show current charges, as well as past -due charges, if any. Past -due charges shall be the total amount unpaid from all prior billings as of the current billing date. Payments received by Fort Worth shall first be applied to the past -due charges, if any, and thereafter to the current charges. 5.6 If Customer disputes a bill and is unable to resolve the difference informally, Customer shall notify the Director in writing. if the Director and Customer are unable to resolve the disputed bill, agreement on the bill will be determined by third party arbitration, TOWN OF WESTLAKE WHOLESALE TREATED WAIF^ CONTRACT PAGE 7 as hereinafter provided. Dispute of a bill shall not be grounds for non-payment. In the event a payment is not paid as specified in this agreement, a finance charge of Aah percent (10%) per annum will be calculated from the date which the payment was= required to be made. In the event that a billing adjustment is agreed upon or established by arbitration the amount found to be incorrect will be credited to Customer's account together with an interest charge of ten percent (10%) per annum calculated from the date payment of the disputed bill was received. A Dates 6.1 Methcd of Rate Determination 6.1.1 Wholesale water rates will be based upon a cost -of -service rate study performed by independent utility rate consultants as provided for in Section 6.1.4 hereof. The independent utility rate consultant shall be selected by the Director from a list of foe qualified firms submitted to the Director by the Water System Advisory:Committee. The cost of any such study shall be a System Cost. All cost -of -service studies shall be conducted utilizing the utility cost basis of determining revenue requirements applicable to the wholesale customer class. 6.1.2 The cost -of -service for the wholesale class shall include allocated. reasonable and necessary operation and maintenance expense, depreciation -expense - and a fair and reasonable return on allocated capital facilities. To determirie the allocation and distribution of costs to the wholesale customer `elass, the independent utiiity rate consultant shall consider at least the following factors: total volume, rate -of flow, metering, and customer -related costs such as accounting, billing, and;:monitoring. %apical -related costs will consist of depreciation expense and return: orr original cost rate base. The rate base shall consist of all allocated capital facilities, nEi of depreciation and contributions, and shall include construction work in progress, a reasonable allowance for working capital, and a reasonable inventory of materials and supplies necessary for the efficient operation of the Fort Worth System. Records of the original cost and'.# e TOWN OF WESTLAKE WHOLESALE TREATED WATER CONTRACT PAGER accumulated depreciation of all capital facilities shall be maintained in the Fort `Jtlbrth Fixed Asset Tracking System. These records shall be available for inspection at the Fort Worth Water Department during reasonable business hours upon request by Customer. 6.1.3 Fort Worth shall be allowed an adequate opportunity to earn a reasonable rate of return. The return shall be sufficient to assure confidence in the financial soundness of the utility, shall be adequate to maintain and support its credit, shall enable . it to raise the money necessary for the proper discharge of its public duties, and shall be equal to the weighted average imbedded cost of outstanding debt plus one and one-half; percent (1-112%). 6.1.4 For the Fiscal Years beginning October 1, 1999, 2002, 2005 and 2008,; a detailed wholesale water rate study will be performed by an independent utility rate, consultant selected' by the Director in conformance with Section 6.1.1 herein. The rate consultant so selected Will utilize. the same methodology used in the immediate previous rate study. In the interim Fiscal Years befinreen° detailed rate studies, Fort Worth will adjust wholesale -waterrates annually, using the same methodology as the last detailed A rate study, and will utilize the actual operating data 'for the twelve month period ending; September 30th of the prior year, adjusted for all known and measurable changes in •cost data that may have occurred since the last audited financial statement. Such adjustments should allow for year-end trending and the spreading of non -recurring expenses over an appropriate benefit period. 6.1.5 Changes in the wholesale water rate methodology will be .allowed( if ` recommended by a majority vote of the Water System Advisory Committee and, approved by the Fort Worth City Council. For purposes of this section, a majority is defined ..asany combination of Fort Worth wholesale customers that took more than fifty percent' (50°Io):'of the wholesale water delivered by Fort Worth during the immediate past Fiscal Year. 6.2 Rates to be used 6.2.1 The charges for the initial period of this contract shall be from the date of its execution through September 30, 1999, and have been computed as follows: T :)VJN OF WESTLAKE 'A HOLESALE TREATED WATER CONTRACT PAGE 9 i.'' The Treatment, Pumping and Transmission Charge shall be $0.4169 per 1,000 gallons withdrawn by Customer. The raw water charge shall be $0.6656 per 1,000 gallons for Customers inside the Tarrant Regional Water District and $0.7336 for Customer's outside the District. The annual charge per MGD of Maximum Day Demand in excess of Average Daily Use shall be $80,056 per MGD, and Maximum Hour Demand in excess of the Maximum Day Demand shall be $0.00 per MGD. The service charge shall be $25.00 per month per meter. 6.2.2 The amount charged for raw water shall be increased or decreased when the raw water cost paid by Fort Worth for water available for treatment and sale to Customer is increased or decreased as determined by the Tarrant Regional Water District in accordance with Fort Worth City Secretary Contract No. 12720, and adjusted for system losses and street rental. 6.2.3 The parties hereto agree that services obtained pursuant to this contract are essential and necessary to the operation of Customer's waterworks facilities and that all payments made by Customer hereunder shall constitute reasonable and necessary operating expenses of Customer's waterworks and wastewater systems within the meaning of Article 1113, Vernon's Annotated Texas Statutes, and the provisions of any and all ordinances of Customer authorizing the issuance of any revenue. bonds of Customer which are payable from its waterworks and wastewater systems. 6.2.4 Customer agrees, throughout the term of this agreement, to fix and collect such rates and charges for water service to be supplied as will produce revenues in an amount equal to at least (i) all of operation and maintenance expenses of such system, inclu ling specifically its payments under this agreement; and (ii) all other amounts as required by law and the provisions of the ordinances or resolutions authorizing its revenue bonds or other obligations now or hereafter outstanding, including the amounts required to pay all principal of and interest on such bonds and other obligations. 6.2.5 Customer understands that Fort Worth City Council has the right to annually -revrset e-rates charged -t ;-cover-all -reasonable, -actual, -arrd -expected -costs. -Revision of TOWN OF WESTLAKE WHOLESALE TREATED WATER CONTRACT PAGE 10 rates shall be pursuant to the provisions set forth in this :.ontract. Fort Worth shall give Customer a minimum of six (6) months notice of intent to revise rates. Fort Worth will furnish members of the Water Advisory Committee a draft copy of the cost-of=service study of the proposed rates sixty (60) days prior to Fort Worth submitting a rate increase request to its City Council. Within thirty (30) days of receiving the draft study, the Committee will submit its written comments on the draft study to Fort Worth, and Fort Worth will respond to these comments as soon thereafter as possible. If the Committee has not provided its written comments within said period, the Committee is deemed to have accepted the proposed rates contained in the draft study, and Customer agrees that it will be bound by the rates as approved by the Fort Worth City Council. The rates approved by the Fort Worth City Council shall be the rates to be used in this contract for the succeeding Fiscal Year. 7. Payment for Water Payment of charges to Fort Worth for water used by Customer shall be made as follows: 7.1 The annual payment will be the charges computed based on all grater delivered by Fort Worth to Customer during the current Fiscal Year using rates provided herein. For purposes of calc6lating the annual payment, the current year will be the Fiscal Year during which the waiter usage occurred. However, the minimum annual payment, will be the greater of the following: 1) The charges calculated by applying the current Volume Charge to Annual Consumption, the appropriate meter reading and billing charge, and the Rate of Use Charge for the current Fiscal Year; or 2) The current Fiscal year Volume Charge, the appropriate meter reading and billing charge, and the current Fiscal Year Rate of Use Charge applied to the average -of the Maximum Day Demand above Average Daily Use and the average of the Maximus Hour Demand above Maximum Day Demand for the most recently completed three Fiscal Years. The most recently completed three Fiscal Years will include the current Fiscal Year; or 1 i TOWN OF WESTLAKE WHOLESALE TREATED `HATER CONTRACT PAGE 11 3) Twelve thousand dollars ($12,000). 7.2 The rate at which Customer withdraws water from the Fort Worth System shall be regulated by rate -of -flow controllers, pumps, or other approved methods The rate of withdrawal shall be controlled so that the maximum rate shall not exceed:.1.35` times the Maximum Day Demand experienced during the previous year unless Customer has notified the Director in writing at least (6) months prior to the date of the anticipated increase in the Maximum Day Demand. The Director shall be fumished with all pertinent information regarding the proposed increase in maximum rate of withdrawal. The :Director may waive all notice requirements if, in his sole opinion, said notice is not necessary to protect the interest of Fort Worth, 7.3 Except as provided for in section 6 below, the monthly payment will be -the greater of either one thousand dollars ($1,000) or a sum equal to the Volume Charge for the actual volume of water taken plus one -twelfth (1112) of the sure of the estimated Rate of Use Charges and the appropriate Fiscal Year charges for meter reading and billing. For purposes of estimating the rate of use payments, the current Fiscal Year Rate of Use Charges will be applied to the prior Fiscal Year's Maximum Day Demand, Maximum Hour Demand and Average Daily Use. 7.4 The total annual payment for water by Customer shall be related to the annual and peak volumes used by Customer during the Fiscal Year, as determined by meters, flow recording devices or other approved methods, subject to the annual payment provisions set forth above. The October bill for September usage shall reflect any necessary adjustment to the annual payment due to actual rates of withdrawal from the Fort Worth System, Example: The rate used in the example is based on Customer not being in Tarrant Regional, Water District and water being withdrawn at one metering station, and the Volume Charge and Rate of Use Charges in effect until September 30, 1999. TOWN OF WESTLAKE WHOLESALE TREATED WATER CONTRACT PAGE 12 Example A, the current year exceeds the average of most recent three Fiscal Years. Current Year Rate Of Use -.Calculation Current YearRateOf Use Calculation Average Daily "Use for the year =t 70,312 gallons Maximum Day Demand for the current year 215,000 gallons Maximum Hour . Dbm rid, for the current y0a . i .. r .545,000 gallons Maxirnum.Day ,:. Demand above Avdr6geIDp-*!Iy'.:Use = 44-,688 gallons Maximum06uf Ddma nd above:M a"Air, ium bay beimand = M,000.gaillons Fiscal Year Average of MostRecentThree Yea m- CURRENT FY FY FY 1998 1997 Annual -Payment Calculation (.Based. oh Current Year Data) 26,000 X $1.1505 .1447 M-9 X; $80-1-056 .3300':Mg X-$.O 12 )(*-$25 X I Total.-Ahn-bal f6yment Previous Billings for0 dto bor:th :tough August. Usage 9 GtWbe- r-tI11169 for Septiamber Usag e TOWN OF WES'rLAKE "WHOLEMLETREAtEDWAtER CONTRACT PAGE 14 FY'99:Rcates Monthly Usage Volume Rate of Use Service 'knth Consumption Charges Charges Charges Total ;t 1,000,000 $1,150.50 $767.20 $25 $1,942.70 oov 1,000,000 1,150.50 767.20 $25 $1,942.70 Dec 1,000,000 1,150.50 767.20 $25 $1,942:7.0 Jan 1,000,000 1,150.50 767.20 $25 $1,942.70 Feb 1,000,000 1,150.50 767.20 $25 $1,94270 Mar 2,000,000 2,301.00 767.20 $25 $3,093 20 Apr 3,000,000 3,451.50 767.20 $25 $4,243.70 f May 3,000,000 3,451.50 767.20 $25 $4,243.70 Jun 3,000,000 3,451.50 767.20 $25 $4,243.70 Jul 3,000,000 3,451.50 767.20 $25 $4,243.70 Aug 4,000,000 4,602.00 767.20 $25 $5,394.20 23,000,000 $26,461.50 $8,439.24 $275 $35,175.74 Sep 3,000,000 3,451.50 3,088.82 $2.5 6,565.32' 26,000,000 $29,913.00 $11,528.06 $300 $41,741.06 Prior Year Rate Of Use Calculation (for use in estimated monthly Rate of Use Charge) Average Daily Use for the prior year = 60,000 gallons Maximum Day Demand for the prior year = 175,000 gallons Maximum Hour Demand for the prior year = 480,000 gallons Maximum Day Demand above Average Daily Use = 115,000 gallons Maximum Hour Demand above Maximum Day Demand = 305,000 gallons Monthly Excess Maximum Day and Hour Payment Calculation .115 mg X $80,056 $ 9,206.44 (Maximum day) .305 mg X $0 0.00 (Maximum hour) Total $ 9,206.44 Monthly Rate of Use Payment (Total Divided by 12)= $767.20 A. The annual payment calculation will be computed on the basis of the current year maximum usage rates or the average of the maximum usage rates of the most recent three Fiscal `Fears, whichever is greater. In TOWN OF WESTLAKE WHOLESAI E TREATED WATER CONTRACT PAGE 13 B. Example of computation when the average of the maximum usage rates of the most recent three Fiscal Years is greater than the current Fiscal Year rate of use: Current Year Rate of Use Calculation Average Daily Use for the year = 70,312 gallons Maximum Day Demand for the current year = 215,000 gallons Maximum Hour Demand for the current year = 545,000 gallons Maximum Day Demand above Average Daily Use = 144,688 gallons Maximum Hour Demand above Maximum Day Demand = 330,000 gallons Fiscal Year Average of Most Recent Three Years CURRENT FY Maximum Day Demand above Average Daily Use 144,688 Maximum Hour Demand above Maximum Day Demand 330,000 FY FY 1998 1997 115,000 178,234 305,000 361,000 Three year average of Maximum Day Demand above Average Daily Use 145,974 Three year average of Maximum Hour Demand above Maximum Day Demand 332,000 Customer's annual payment will be based on the greater of the current Fiscal Year maximum usage rates or the average of the maximum usage rates of the most recent three Fiscal Years. Annual Payment Calculation FY "99 Rates (Based on average of most recent three years) 26,000 X $1.1505 .1460 mg X $80,056 .3320 mg X $0 12 X $25 X 1 Total Annual Payment Previous Billings for October through August Usage October Billing for September Usage TOWN OF WESTLAKE WHOLESALE TREATED WATER CONTRACT PAGE 15 $29,913.00 11,688.18 0.00 300.00 $41,901.18 35,175.74 $ 6,725.44 3 Effective date of contract 8.1 The effective date of this contract for all purposes will be the date that Customer firsts withdraws water from the Fort Worth System. 9. Life of contract 9.1 This contract shall expire on December 31, 2010. It may be renewed on terms mutually agreeable to the parties hereto. 10. Rights -of -way 10.1 Customer shall grant, without charge to Fort Worth, such easements and rights -of -way along public highways or other property owned by Customer, as requested by Fort Worth, in order to construct or maintain mains or facilities within the service area of Customer to provide water to Customer and to other areas. Upon notice from Customer and at Fort Worth's expense, Fort Worth will move such water mains or facilities located in such street rights -of -way, or other property owned by Customer when reasonably necessary to the performance of essential govemmental duties by Customer. Fort Worth shall grant, without charge to Customer, .such easements and rights -of -way along public highways or other property owned by Fort Worth, as requested by Customer, in order to construct and maintain water mains or facilities within Fort Worth to provide water to Customer. Upon notice from Fort Worth and at Customer's expense, Customer will move such water mains or facilities when located in such street rights -of -way or other property owned by Fort Worth when reasonably necessary to performance of essential l govemmental duties by Fort Worth. All work done by or on behalf of Fort Worth under this paragraph will be performed in accordance with specifications equal to those applying to work of a similar nature performed within Fort Worth, but neither party hereto will be required to restore the others property to a condition exceeding its original condition, unless otherwise mutually agreed in writing. Fort Worth and Customer agree to coordinate the location of the mains and/or facilities in the other's easements and rights -of -way in order to prevent further conflicts insofar as is reasonably practicable. TOWN OF WESTLAKE WHOLESALE TREATED WATER CONTRACT PAGE16 11. Texas Natural Resource and Conservation Commission Approval 11.1 The Customer System shall be approved by Texas Natural Resource and Conservation Commission (TNRCC) during the life of this contract. If at any time the Customer System is not approved by the TNRCC, or if Customer does not have an active cross -connection control program, there shall not be any direct physical connection between the Fort Worth System and the Customer System unless an approved backflow prevention device has been provided and installed and this installation has been approved by the TNRCC. All expenses to provide and install backflow prevention device(s) will be bome by Customer. 12. Resale of Water 12.1 Customer agrees that it will not share facilities for water system use with any other governmental or corporate entity outside of the certificated area of Customer, commonly known and referred to as its service area, without the express written consent of Fort Worth, which consent shall not be unreasonably withheld: Fort Worth neither recognizes nor approves any existing agreements entered into by Customer with:other governmental or corporate entities outside its service area. 12.2 Customer agrees r.:tat it will not enter into any resale or transportation agreement other than as a part of its normal offering and supply of water to existing and future subscribers to its water system without the recommendation of the Water System Advisory committee and express written consent of Fort Worth. 13. Sanitary Sewer Facilities 13.1 Customer agrees that it will require all of its customers who are provided water from the Fort Worth system to have adequate sanitary sewage facilities meeting state health department requirements. 14. Additional Parties 14.1 Fort Worth will use its best efforts to provide an adequate water supply for TOWN OF WESTIAKE WHOLESALE TREATED WATER CONTRACT PAGE 17 all of its customers. Prior to the approval of additional wholesale customers, Fort Worth will provide reasonable assurances that the projected five-year water demands of the then -existing wholesale customers so served and the proposed additional customer can be adequately fulfilled. Fort Worth will consult with the Water System Advisory Committee prior to contracting with additional parties. 15. Water System Advisory Committee 15.1 Customer's governing body shall annually appoint a representative to be a :y voting member of the Water System Advisory Committee, whose purpose shall be to: consult with and advise Fort Worth, through the Director, on matters pertaining to conservation, wholesale planning, improvements, grants, wholesale rate studies, administration, budgets, and additional wholesale customers, whether same be wholesale i customers of Customer or Fort Worth. The Committee may establish bylaws governing` the election of officers, meeting dates and other matters pertinent to its functioning. 16. System Access Fees 16.1 On a quarterly basis, Customer agrees to pay to Fort Worth a Wholesale System Access Fee for each new or enlarged connection for water service made within s Customers service area served by the General Benefit Facilities of the Fort Worth Water System. The Wholesale System Access Fee to the Customer for each such connection ' shall be based upon the size of water meter and shall be equal to the Wholesale System Access Fee collected for the same size water meter made within the jurisdiction of Fort Worth. The calculation of said Wholesale System Access Fee shall be consistent with all applicable state and federal regulations, including Chapter 395, Texas Local Government Code, or any amendment or successor statute thereto, and shall include only those costs associated with General Benefit Facilities expansions and capital improvements necessary to provide service to new development. Nothing within this contract shall be deemed to prevent either Fort Worth or Customer from charging their own retail customers impact fees in excess of the Wholesale System Access Fee provided for all of its customers. Prior to the approval of additional wholesale customers, Fort Worth will provide reasonable assurances that the projected five-year water demands of the then -existing wholesale customers so served and the proposed additional customer can be adequately fulfilled. Fort Worth will consult with the Water System Advisory Committee prior to contracting with additional parties. 15. Water System Advisory Committee 15.1 Customers governing body shall annually appoint a representative to be a voting member of the Water System Advisory Committee, whose purpose shall be to consult with and advise Fort Worth, through the Director, on matters pertaining to conservation, wholesale planning, improvements, grants, wholesale rate studies, administration, budgets, and additional wholesale customers, whether same be wholesale customers of Customer or Fort Worth. The Committee may establish bylaws goveming the election of officers, meeting dates and other matters pertinent to its functioning. 16. System. Access Fees 16.1 On a quarterly basis, Customer agrees to pay to Fort Worth a Wholesale System Access Fee for each new or enlarged connection for water service made within Customer's service area served by the General Benefit Facilities of the Fort Worth Water System. The Wholesale System Access Fee to the Customer for each such connection shall be based upon the size of water meter and shall be equal to the Wholesale System Access Fee collected for the same size water meter made within the jurisdiction of Fort Worth. The calculation of said Wholesale System Access Fee shall be consistent with all applicable state and federal regulations, including Chapter 395, Texas Local Government Code, or any amendment or successor statute thereto, and shall include only those costs associated with General Benefit Facilities expansions and capital improvements necessary to provide service to new development. Nothing within this contract shall be deemed to prevent either Fort Worth or Customer from charging their own retail customers impact fees in excess of the Wholesale System Access Fee provided far herein. TOWN OF WESTLAKE WHOLESALE TREATED WATER CONTRACT PAGE 18 16.2 Fort Worth agrees that all moneys remitted to it pursuant to this Section will be placed in a separate interest bearing account to pay only for the cost of constructing capital improvements or facility expansions as permitted by Chapter 395, Texas Local Government Code, or any amendment thereto, or by any successor statute thereto, and will not be used for operation and maintenance expenses. Once expended, such funds and a!l interest earned thereon will be considered a "contribution" for rate setting purposes only. 16.3 Customer shall provide to Fort Worth such information that relates to the making of new and/or enlarged connections within its jurisdiction as may be requested by the Director, including but not limited to building permits, with each quarterly payment required in this section. 16.4 Neither Fort Worth nor Customer shall waive any impact fee due from new or enlarged connections to its respective system within its jurisdiction. However, either Fort Worth or Customer may pay such impact fee into the fund required for paying for the capital improvements. 16.5 The Water System Advisory Committee created pursuant to Section 15 hereof shall se.�.t five (5) of its members to a subcommittee to be known as the Customer Impact Fee Committee (CIFC). Every three years, beginning June 2001, Fort Worth will update the land use assumptions and capital improvements plan upon which the Wholesale System Access Fees are based. In June 2001 and every three years thereafter, the CIFC shall submit a list of five qualified engineers or planning consultants to the Director. The Director shall select a consultant from such list to assist Fort Worth in developing land use assumptions, identifying capital improvements, and formulating capital improvement plans and access fees. The consultant shall be responsible to Fort Worth and its citizen's advisory committee, but shall also report to the CIFC. The cost of the consultant shall be deemed a System Cost. In the event the CIFC fails to submit a list of five consultants to Fort Worth, Fort Worth shall select a consultant to perform in the manner described herein. 16.6 Fort Worth agrees that only those capital improvements as defined in section 1.18 hereof shall be included in the capital improvements plan for the purpose of TOWN OF WESTLAKE WHOLESALE TREATED WATER CONTRACT PAGE 19 determining Wholesale System Access Fees; provided however, Fort Worth may include other capital improvements for the purpose of determining impact fees to its own retail customers. Fort Worth shall not be required to include all capital improvements in ;any capital improvements plan. The CIFC shall be responsible for working with Fort Worth. and its consultant to determine the capital improvements to be included in the calculation of any Wholesale System Access Fees. The CIFC shall recommend to the Water System Advisory Committee which capital improvements should be included in the calculation of any Wholesale System Access Fees. The CIFC shall also meet with Fort WorWs:citizen advisory committ€ 3 as such citizen's advisory committee reviews and considers land'case assumptions, the capital improvements plan and impact fees. 16.7 Prior to the adoption of any land use assumptions, capital improvements, ;or access fees by Fort Worth, the CIFC shall be fumished a copy of the proposed iartd =use assumptions, capital improvement plan or access fees at least 30 days prior to :any scheduled hearing thereon. Any revised access fee adopted pursuant to such updated capital improvements plan shall not take effect for a period of at least ninety (90) days after adoption by Fort Worth. 16.8 Each year Fort Worth shall provide to the Wholesale Water Advisory Committee an audited financial statement of the Fort Worth Water Department's records-. 16.9 Fort Worth and Customer agree that the methodology for the. calculation of Wholesale System Access Fees required herein shall be consistent with the methodology 1 prescribed by Chapter 395, Texas Local Govemment Code, or any amendment or } successor statute thereto. In the event that such statutory methodology, is amended.©r replaced by a new statute, the Wholesale Water Advisory Committee may engage -legal" counsel to work with Fort Worth to propose amendments to this contract to conform -`it to such amendment or new statute. The reasonable cost of such legal counsel shall be 'a System Cost. 17. Termination 17.1 This agreement may be terminated in whole or in part by #he. mutual consent of Customer and Fort Worth. Notwithstanding anything contained `h t_b wth.e TOWN OF WESTLAKE WHOLESALE TREATED WATER CONTRACT PAGE 20 c` contrary, any material breach by either party hereto to perform any of the duties or the obligations assumed by such party hereunder or to faithfully keep and perform any of the terms, conditions and provisions hereof shall be cause for termination of this agreement by either party in the manner set forth in this paragraph. Fort Worth shall deliver to Customer ninety (90) days prior written notice of its intention to so terminate this agreement if Customer fails to cure or adjust such material breach, including in such notice a reasonable description of the breach. If within said ninety (90) days Customer shall fail or refuse to cure such material breach to the satisfaction of Fort Worth, then and in such event, Fort Worth shall have the right, with six months additional advance written notice to Customer and without any liability whatsoever on the part of Fort Worth, to declare this agreement terminated. In the event of termination of this agreement, all rights, powers, and privileges of Customer hereunder shall cease and terminate and Customer shall make no claim of any kind whatsoever against Fort Worth, its agents or representatives, by reason of such termination or any act incident thereto, provided Fort Worth acted reasonably and such termination was not unreasonable, arbitrary and capricious. Fort Worth shall advise Customer in writing immediately upon acceptance of the cure of any breach. 17.2 In the event Fort Worth shall ration the use of water throughout its corporate limits or issue water conservation measures or, restrict the use of water in any way as provided for in Section 2.3 hereof, and Customer fails or refuses to institute and apply the same rationing, conservation, or restrictions to the use of the water by the customers of Customer, Customer shall be in breach of this agreement. The notice provisions as contained in Section 17.1 hereof shall not apply and the Director, in his sole discretion, shall, in writing, set such time in which the Customer shall cure said breach. if Customer fails or refuses to cure said breach within the stated time, then and in such event, after six (6) months written notice provided to Customer and without any liability whatsoever on the part of Fort Worth, Fort Worth shall have the right to declare this agreement terminated. In event of termination of this agreement, all rights, powers, and privileges of Customer hereunder shall cease and Customer shall make no c0aim of any kind whatsoever against Fort Worth, its agents, or representatives, by reason of such TOWN OF WESTLAKE WHOLESALE TREATED WATER CONTRACT PAGE 21 termination or any act incident thereto, provided Fort Worth acted reasonably and such termination was not unreasonable, arbitrary and capricious. 17.3 Irrespective of whether or not a breach hereof is a material breach or a non -material breach, and irrespective of any cure of such breach, a second breach of the same nature violating any term or condition herein shall entitle Fort Worth, after six (6) months written notice provided to Customer and without any liability whatsoever on the part of Fort Worth, to declare this agreement terminated. In event of termination of this agreement, all rights, powers, and privileges of Customer hereunder shall cease and Customer shall make no claim of any kind whatsoever against Fort Worth, its agents, or representatives, by reason of such termination or, any act incident thereto, provided Fort Worth acted reasonably and such termination was not unreasonable, arbitrary and capricious. 17.4 The following ;reach, default or failure to perfor-n a duty or obligation shall be considered to be a material breach: a. Failure to adopt and enforce any resolution or conservation measure or rationing required to be adopted and enforced herein; I b. Failure to make any payment of any bill, charge or fee as provided for in this agreement; C. Making any connection to the Fort Worth System at any point except as provided in Section 3.2 hereof, d. Failure to correct any potentially hazardous connection in accordance with Section 11 after reasonable written notice. e. Failure to provide Fort Worth ingress and egress for purposes of operation and maintenance of any metering facility; f. Failure to provide Fort Worth rights -of -way as required herein. j 17.5 In the event of any other non -material breach, default or failure to perform duties under this agreement, Fort Worth shall deliver to Customer sixty (60) days advance a written notice of such default. If Customer fails to cure such breach, default or failure, then Fort Worth shall give Customer written notice of such failure to cure and may surcharge Customer Five Thousand Dollars ($5,000) per month until such time as TOWN OF WESTLAKE WHOLESALE TREATED WATER CONTRACT PAGE 22 i 1: i. Customer cures such coon -material breach. 17.6 Any failure by Fort Worth to so terminate this agreement or the acceptance by Fort Worth of any benefits under this agreement for any period of time after such material breach, default or failure by Customer shall not be determined to be a waiver by Fort Worth of any rights to terminate this agreement for any subsequent material breach, default or failure. 17.7 Any failure by Customer to so terminate this agreement or the acceptance by Customer of any benefits under this agreement for any period of time after such material breach, default or failure by Fort Worth shall not be determined to be a waiver by Customer of any rights to terminate this agreement for any subsequent material breach, default or failure. Ownership and Liability 18.1 No provision of this agreement shall be construed to create any type of joint or equity ownership of any property, any partnership or joint venture, nor shall same create any other rights or liabilities and Customer payments (whether past, present,or future) shall not be construed as granting Customer partial ownership of, pre -paid capacity in, or equity in the Fort Worth System. 18.2 Liabilities for damages arising from the proper treatment, transportation and delivery for all water provided hereunder shall remain with Fort Worth to the point of deliver-/ and, upon passing through the meter, liability for such damages shall pass to the Customer, save and except that Fort Worth's sole responsibility is to provide to Customer water of a quality which meets state and federal drinking water standards. Each party hereto agrees to save and hold the other party harmless from all claims, demands, and causes of action which may be asserted by anyone on account of the duality, transportation and delivery while water is in the control of such party. This covenant is not made for the benefit of any third party. Fort Worth takes the responsibility as between parties hereto for the proper treatment, quality, transportation, and delivery of all such water provided by it to the point of delivery. TOWN OF WESTLAKE WHOLESALE TREATED WATER CONTRACT PAGE 23 18.3 Contracts made and entered into by either Customer or Fort Worth for the construction, reconstruction or repair of any Delivery Facility shall include the requirement that the independent contractor(s) must provide adequate insurance protecting both the Customer and Fort Worth as co -insureds. Such contract roust also provide that the independent contractor(s) covenant to indemnify, hold harmless and defend both the Customer and Fort Worth against any and all suits or claims for damages of any nature arising out of the performance of such contract. 19. Force Majeure 19.1 If by any reason of force majeure either party hereto shall be rendered unable, wholly or in part, to carry out its obligations under this agreement, other than the obligation of the Customer to make payments required under the terms hereof, then ;if such parties shall give notice and full particulars of such force majeure in writing 'to the other party within a reasonable time after the occurrence of the event or cause relied on, the obligation of the party giving such notice, so far as it is affer ted by such force majeure, shall be suspended during the countinuance of the inability then claimed; but #or no longer period, and such party shall endeavor to remove or overcome such inabilityWfth all reasonable dispatch. 19.2 The term "force majeure", as employed herein, shail mean acts of Cod, strikes, lockouts or other industrial disturbances, acts of public enemy, orders of any kind of the government of the United States or the State of Texas, or any civil or military authority, insurrection, riots, epidemics, landslides, lightning, earthquake, fires, hurricanes, storms, floods, washouts, droughts, arrests, restraints of government an"d people, civil disturbances, explosions, breakage or accidents to machinery, pipelines: t canals, partial or entire failure of water supply, and inability on the part of Fort Worth` fo. deliver water hereunder or the Customer to receive water hereunder on account of 'any other cause not reasonably in the control of the party claiming such inability. 20. Notices 20.1 Any notice, communication, request, reply or advice herein provided or i TOWN OF WESTLAKE { WHOLESALE TREATED WATER C0NTRACT j PAGE 24 permitted to be given, made or accepted by either party to the other party must be in writing to: If to the City of Fort Worth: Water Director City of Fort Worth 1000 Throckmorton Street Fort Worth, TX 76102 If to Customer: Mayor Town of Westlake 3 Village Circle Westlake, Texas 76262 The parties hereto shall indicate in writing any change that may occur in such respective addresses from time to time. 21. Inspection and Audit 21.1 Complete records and accounts required to be maintained by each party hereto shall be kept for a period of five (5) years. Each party shall at all times, upon notice, have the right at reasonable times to examine and inspect said records and accounts during normal business hours; and further, if required by any law, rule or regulation, make said records and accounts available to federal and/or state auditors. 22. Miscellaneous f` 22.1 Fort Worth and Customer agree that if Fort Worth should enter into any future contract for supplying potable water to any municipality under more favorable terms or conditions than set forth herein, this contract shall be amended to provide the same terms and conditions with respect to the sale of potable water to Customer. 22.2 During a temporary emergency condition created by unforeseeable mechanical failure or by unprecedented high rate of water usage such as might result from a major fire or a major water main break, it may be necessary that water be withdrawn from the Fort Worth System at a rate of usage in excess of that required for the usual peak requirements of Customer. It is agreed that extra Rate of Use Charges that TOWN OF WESTLAKE WHOLESALE TREATED WATER CONTRACT PAGE 25 i q q would normally be applicable shall not apply for such bona fide emergency withdrawals provided that Fort Worth is notified in writing within 48 hours of the occurrence of an emergency condition. In any event, the volume and Rate of Use Charges for all water delivered shall be due and payable as described elsewhere herein. 22.3 At the request of the Director, Customer agrees to furnish water to areas and premises situated adjacent to the boundary of Customer and within the boundaries of Fort Worth. The metered quantity of water used in this area each month by Fort Worth shall be the total of all individual customer meter readings. At the option of Customer or Fort Worth, a master meter may be installed where practicable at the expense of Fort Worth to meter all water used by Fort Worth under the terms of this section. 22.4 The metered quantity of water furnished by Customer to Fort Worth shall be deducted from the total quantity of water withdrawn from the Fort Worth System by the Customer before the charge for water service to Customer is computed in accordance with the payment computations set forth and based on the Volume Charge -described herein and the quantity of water so withdrawn from the Fort Worth System_ 22.5 This agreement is subject to all applicable federal and state laws and any applicable permits, amendments, orders, or regulations of any state or federal governmental authority having or asserting jurisdiction, but nothing contained herein shall be construed as a waiver of any right to question or contest any such law, order, rule or regulation in any forum having jurisdiction. 22.6 Customer agrees to abide by any changes in this agreement made. necessary by any new, amended, or revised state or federal regulation. 22.7 Upon prior notice by Fort Worth, any duly authorized employee of Fort Worth bearing proper credentials and identification shall notify Customer of need for access to any premises located within Customer's service area or served by Custon71er alit may be necessary for the purpose of inspections and observation, measurerfients, sampling and testing and/or auditing, in accordance with the provisions of this contract. Customer may elect to accompany the Fort Worth representative. To the extent TOWN OF WESTLAKE WHOLESALE TREATED WATER CONTRACT PAGE 26 permitted by law, Fort Worth agrees to indemnify Customer for any damage or injury to person or property caused by the negligence of such duly authorized employee while such employee is in the course and scope of his employment. 22.3 Whenever any disputed matter herein is to be specifically determined by the use of an arbitrator, the following procedure is to be followed. The party requesting that the dispute be setUed by arbitration shall serve on the other party a request in writing that such matter be handled by arbitration. Customer and Director shall mutually agree in writing on the selection of an impartial arbitrator. Such agreement shall be made within ten (10) days from the date that the request for arbitration is received. If an agreement is not reached on the selection of the impartial arbitrator on or before the tenth (1 Oth) day after the date that notice is received, the Director shall immediately request a list of seven qualified neutral arbitrators from the American Arbitration Association or the Federal Mediation and Conciliation Service, or either's successor in function. The Customer and Director may mutually agree on one of the seven arbitrators on the list. If they do not agree within five (5) working days after the receipt of the list, Customer and Director shall alternate striking a name from the list and the name remaining shall be the impartial arbitrator. Customer and Director shall mutually agree on a date for the arbitration hearing. The decision of the arbitrator shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. All costs of arbitration shall be considered a System Cost. data: 22.9 If requested by the Director, Customer shall provide quarterly the following A. Actual number of customer accounts consuming directly or indirectly from the Customer System within its service area; B. Classification of domestic and non -domestic accounts within its service area by number aria percentage of accounts consuming directly or indirectly from Customer System within its service area; C. Customer water usage from all sources other than the Fort Worth System, including, but not limited to, ground water, other surface water, and water supply agreements with other entities; TOWN OF WESTLAKE WHOLESALE TREATED WATER CONTRACT PAGE 27 Q. Additional data which may assist Fort Worth andfor Customer in developing methodology for cost of service studies, planning studies for analyzing federal grants, and System Access Fees; provided, however, that neither party shall request data that will require either party to incur unreasonable expenses in providing such data. 22.10 Customer may not assign this agreement without the prior written consent of Fort Worth. Fort Worth may not assign this agreement without the prior written consent of Customer; provided, however, in the event Fort Worth is designated as a regional water authority or agency by a duly authorized regulatory body, cr if Fort Worth should elect to contract with or this contract to a regional water authority to provide all or part of the services covered by this agreement, the participants hereto agree that any such regional water authority may, by way of assignment of this agreement, assume and receive the same obligations and responsibilities, the same benefits as Fort Worth; further, Customer hereby grants to Fort Worth the specific right to assign this agreement to such regional water authority. 23. Additional Terms 23.1 No waiver by either party hereto of any term or condition of this agreement shall be deemed or construed to be a waiver of any other term or condition or subsequent waiver of the same term or condition. 23.2 In addition to any other remedy as may be provided by law, this agreement shall be specifically enforceable by the parties hereto. Venue for any action shall be ir; Tarrant County, Texas. 23.3 It is agreed that, in the event any term or provision herein contained is held to be invalid by any court of competent jurisdiction, the invalidity of such term or provision shall in no way affect any other term or provision contained herein; further, this agreement shall then continue as if such invalid term or provision had not been contained herein. 23.4 Prior to July 31, 2001 Customer shall construct or shall cause to be constructed those water system improvements highlighted in green on Attachment "X, made a part hereof for all purposes. Should any development other than the Fidelity TOWN OF WESTLAKE WHOLESALE TREATED WATER CONTRACT PAGE 28 development or the golf -course occur, Customer shall cause said water system improvements to be constructed on orbeforeDecember 31, 2000. Prior to the completion of water system improvem-e-nits:b6ing completed as contemplated: herein, Customer shall restrict - the provisiombttreated water to that area highlightedin:btue on with -the further restriction -that treated: water may be furnished to the- area highlighted m yellow for ini9 - - ation purposes -only. Failure to complete such improvements or the . .providing , of fraOt66 water in a. manner which violates this section shall be a material Breach ofthis col erect entitl . ind.F ort Worth to terminate this,Contract. acknowledges 23.5 Fort Worth k' ledges that Customer is currently negotiating with Trophy Club Municipal Utility District: ("TCMUD") for a -point of connection ("Connection") : to`=thee TC* mub's 21": water nine located in the vicinity of State Highway 114 and Custo m e-ft corporatolinib. Ousi6mdr:46knowledges that Fort Worths consent to the Connection is -On p required. P6rt: WV.6ki`th-�..will -.':not unreasonably withhold consent to the Connection. Upon agreement being reached befwoeh T.CMUDand Customer; and such 'agitameht'6ein " 9 approved by Fort `Worth;Customer .-mav use such Conh6d-ioh -as its :primary- 80.0":_bV e: W Such primary 6 1.: W th'. potable water the' Fort system. SU pr use sh I a§e f completion of the water systorilimprovements describe, inparagraph 23.4 above. 23.6 City has credited the sum of $2,000,000Ao: Customers Wholesale -S Systeen Access Fee account. As Wholesale System Access Fees become due ,asi-p ded1fdr in Section 16, Fort Worth will debit Customer's Wholesale System Access Fee:account until the entire credit balance has been used. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK) TOWN OF WESTLAKE WHOLESALE TREATED WATER CONTRACT PAGE 29 IN TESTIMONY WHEREOF, after proper action by the respective governing bodies of the parties hereto, we have caused these presents to be executed in quadruplicate copies, each of which is considered to be an original and the seals of the respective parties to be hereto affixed on the date above written. ATTEST: CITY OF FORT WORTH Gloria Pearson City Secretary APPROVED AS TO FORM AND LEGALITY: Assistant City Attorney ATTEST: Ginger Crosswy, Town Secretary APPROVED AS TO FORM AND LEGAL 1 1 =Y Pau! Isham Town Attorney TOWN OF WESTLAKE WHOLESALE TREATED WATER CONTRACT PAGE 30 Mike Groomer Assistant City Manager APPROVAL RECOMMENDED: Lee C. Bradley, Jr., Director Fort Worth Water Department TOWN OF WESTLAKE Scott Bradley, Mayor EXIUBIT E SCHEDULE OF BILLWOOD PAYMENTS PAYMENT DATE PAYMENT AMOUNT [ON ORBEFORq December 31, 1999 $290;885.00 December 31, 2000 $298,985.90 December 31, 2001 $298,885.00 December 31, 2002 $298,885.00 December 31, 2003 $299 885.00 December 31, 2004 $645374.00 December 31, 2005 $645,374.00 December 31, 2006 $645,374.00 December 31, 2007 $645,374.00 December 31, 2008 $645,374.00 December 31, 2009 $645,374.00 December 31, 2010 $645,374.00 December 31, 2011 $645,374.00 December 31, 2012 $645,374.00 December 31, 2013 $645,374.00 December 31, 2014 $645,374.00 December 31, 2015 $645,374.00 December 31, 2016 $645,374 00 December 31, 2017 $645,374.00 December 31, 2018 $645,374.00 December 31, 2019 $645,374.00 December 31, 2020 $645,374.00 December 31, 2021 $645,374.00 December 31, 2022 $6451374.00 December 31, 2023 $645,374.00 December 31, 2024 $346,489.00 December 31, 2025 $346,489.00 December 31, 2026 $346,489.-00 December 31, 2027 $346,489.00 December 31, 2028 $346,489.00