15-042RESOLUTION NO. No. 15-042
A RESOLUTION OF THE CITY OF SOUTHLAKE, TEXAS, APPROVING
A DEVELOPMENT AGREEMENT WITH GRANITE PROPERTIES, INC.
AND GPI -MT, LP; AUTHORIZING THE MAYOR TO EXECUTE THE
AGREEMENT; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City adopted Ordinance No. 682 designating a certain
contiguous geographical area as Reinvestment Zone Number One, City of Southlake,
Texas (the "Zone") in accordance with the Tax Increment Financing Act, Texas Tax
Code, Chapter 311 (the "Act') to promote development within the Zone through the use
of tax increment financing; and
WHEREAS, in August 1999, the board of Directors of the Zone approved
garages and public infrastructure as qualified project costs of the Zone; and
WHEREAS, the City Council has been presented with a proposed Development
Agreement — by and between the City of Southlake, the Board of Directors of the Zone,
Granite Properties, Inc., and GPI -MT, LP, a copy of which is attached hereto as Exhibit
"A" and incorporated herein by reference (hereinafter called the "Agreement'); and
WHEREAS, the reimbursement of funds to be paid from the tax increment fund
of the Zone for the costs of the improvements in accordance with the Development
Agreement is a reimbursement of project costs consistent with the financing plan for the
Zone; and
WHEREAS, the reimbursement of funds for the costs of the improvements to be
paid from the tax increment fund of the Zone are project costs consistent with the Act.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
SOUTHLAKE, TEXAS, THAT:
SECTION 1.
The Development Agreement, attached hereto as Exhibit A, having been
reviewed by the City Council of the City of Southlake and found to be acceptable and in
the best interest of the City and its citizens, is hereby approved.
SECTION 2.
The Mayor is hereby authorized to execute the Agreement and all other
documents in connection therewith on behalf of the City substantially according to the
terms and conditions set forth in the Agreement.
SECTION 3.
This Resolution shall become effective from and after its passage.
PASSED AND APPROVED this 18th day of August, 2015
ATTEST:
A.ix-- Pa
Lorip Payne, T
City Secretary
La ill, Mayor
Exhibit "A"
DEVELOPMENT AGREEMENT
WITH GRANITE PROPERTIES, INC. AND GPI -MT, LP
FOR IMPROVEMENTS TO PROPERTY
WITHIN REINVESTMENT ZONE NUMBER ONE, CITY OF SOUTHLAKE
THE OBLIGATIONS CREATED HEREIN ARE NOT GENERAL OBLIGATIONS OF
THE CITY OF SOUTHLAKE AND ARE CONTINGENCIES DEPENDENT UPON
DEVELOPER MEETING ALL REQUIREMENTS OF THIS AGREEMENT AND THE
AVAILABILITY OF TAX INCREMENT AS PROVIDED HEREIN.
THIS DEVELOPMENT AGREEMENT ("Agreement") is entered into by and AMONG
the City of Southlake, a Texas municipal corporation of Tarrant County and Denton County,
Texas (hereinafter called "City"), the Board of Directors of the Reinvestment Zone Number One,
City of Southlake, Texas (hereinafter called "Board"), Granite Properties, Inc., a Delaware
Corporation ("Developer"), and GPI -MT, LP, a Texas limited partnership ("Project Owner";
together with Developer, the "Developer Parties").
WITNESSETH:
WHEREAS, the City adopted Ordinance No. 682 designating a certain contiguous
geographical area as Reinvestment Zone Number One, City of Southlake, Texas (the "Zone") in
accordance with the Tax Increment Financing Act, Texas Tax Code, Chapter 311 (the "Act") to
promote development within the Zone through the use of tax increment financing; and
WHEREAS, the Act authorizes the expenditure of funds derived within a tax increment
financing reinvestment zone for the payment of expenditures made or estimated to be made and
monetary obligations incurred or estimated to be incurred by the municipality establishing a
reinvestment zone that are listed in the project plan of the reinvestment zone, which expenditures
and monetary obligations constitute project costs as defined by the Act; and
WHEREAS, the contemplated project to be developed and constructed within the Zone
as set forth herein is consistent with encouraging development of the Zone in accordance with
the purposes for its creation and applicable laws; and
WHEREAS, Developer is the general partner of Project Owner and has the power and
authority to cause the Project Owner to enter into and perform under this Agreement;
WHEREAS, the Project Owner owns or is under contract to purchase real property
located within the Zone, and being further described in Exhibit "A" attached hereto (the
"Land"), on which the Developer Parties will construct (i) a 6 -story office building, comprised of
no less than 160,000 gross square feet (the "Office Building"); and (ii) a 5 -level parking garage
with no less than 480 parking spaces (the "Parking Garage"); and (iii) other site improvements,
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including, but not limited to, fire lanes, sidewalks, landscaping and irrigation on-site and in
adjacent street rights-of-way (collectively, the "Development"), all as shown on the preliminary
site plan attached hereto as Exhibit "B".
WHEREAS, the Developer Parties have agreed to advance funding for the costs of
certain public improvements necessary for the project consistent with the project plan for the
Zone; and
WHEREAS, the reimbursement of funds advanced and to be paid from the tax increment
fund of the Zone for the costs of the public improvements is a reimbursement of project costs
consistent with the financing plan for the Zone; and
WHEREAS, the reimbursement of funds advanced for the costs of the public
improvements to be paid from the tax increment fund of the Zone are project costs consistent
with the Act;
NOW THEREFORE, in consideration of the foregoing, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
ARTICLE I
DEFINITIONS
Wherever used in this Agreement, the following terms shall have the meanings ascribed to them:
"Act" shall mean the Tax Increment Financing Act, Chapter 311, Texas Tax Code, as
amended.
"Bankruptcy or Insolvency" shall mean the dissolution or termination of a party's
existence as a going business, insolvency, appointment of receiver for any part of such party's
property and such appointment is not terminated within ninety (90) days after such appointment
is initially made, any general assignment for the benefit of creditors, or the commencement of
any proceeding under any bankruptcy or insolvency laws by or against such parry and such
proceeding is not dismissed within ninety (90) days after the filing thereof.
"Board" shall have the meaning set forth in the introductory paragraph.
"Captured Appraised Value" means the total appraised value of all real property taxable
by the City and a Taxing Unit and located in the Zone for the calendar year less the Tax
Increment Base.
"City" shall have the meaning set forth in the introductory paragraph.
"TIF Commencement Date" shall mean the later of the date of: (i) Completion of
Construction of the Development and Public Improvements; and (ii) January 1 of the calendar
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year in which the total Investment made by the Developer Parties for the Development equals at
least $39,000,000.
"Commencement of Construction" shall mean that (i) the plans have been prepared and
all approvals thereof required by applicable governmental authorities have been obtained for
construction of the Development, or the Public Improvements, as the case may be, on the Land;
(ii) all necessary permits for the construction of the Development or Public Improvements, as the
case may be, on the Land pursuant to the respective plans, therefore having been issued by all
applicable governmental authorities; and (iii) grading of the Land for the construction of the
Development or the Public Improvements, and/or construction of the vertical elements of the
Development or Public Improvements, as the case may be, has commenced.
"Completion of Construction" shall mean that the City has issued a final letter of
acceptance for the respective Public Improvements and the final inspection for the core and shell
of the Office Building and the Parking Garage has been performed and approved by the City.
Completion of Construction does not include or require completion of tenant build -out space
within the Office Building or issuance of certificates of occupancy for any single tenant of the
Office Building.
"Developer" shall have the meaning set forth in the introductory paragraph.
"Developer Parties" shall have the meaning set forth in the introductory paragraph.
"Developer's Affiliate" shall mean a party controlled by or under common control with
Developer.
"Development" shall have the meaning set forth in the recitals.
"Development Reimbursement" shall mean an amount equal to $2,910,000 paid to
Developer or Developer's Affiliate in accordance with Section 4.1.
"Effective Date" shall mean the last date of execution hereof.
"Expiration Date" shall mean the earlier of. (i) the date of termination of the Zone; and
(ii) the date on which Maximum Reimbursement Amount has been paid in full to the Developer.
"Force Majeure" shall mean any contingency or cause beyond the reasonable control of a
party, as applicable, including, without limitations, acts of God or the public enemy, war, riot,
civil commotion, insurrection, adverse weather, government or de facto governmental action or
inaction (unless caused by negligence or omissions of such party), fires, explosions, floods,
strikes, slowdowns or work stoppages, shortage of materials and labor.
"Impositions" shall mean all taxes, assessments, use and occupancy taxes, charges,
excises, license and permit fees, and other charges by public or governmental authority, general
and special, ordinary and extraordinary, foreseen and unforeseen, which are or may be assessed,
charged, levied, or imposed by any public or governmental authority on the Project Owner with
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respect to the Land or improvements or any property or any business owned by Project Owner
within the City.
"Investment", "Invest", or "Invested" means the sum of all acquisition costs,
construction costs (hard and soft, but excluding costs of construction equipment), paid, payable
or actually incurred by or on behalf of the Developer Parties, with respect to the Development
and the improvements thereon.
"Land" shall have the meaning set forth in the recitals.
"Lease Hurdle" shall have the meaning set for in Section 4.1(a)(ii).
"Maximum Reimbursement Amount" shall mean the sum of the Development
Reimbursement and Public Improvements Reimbursement paid to Developer or Developer's
Affiliate, which in aggregate equals $3,450,000.
"Office Building" shall have the meaning set forth in the recitals.
"Parking Garage" shall have the meaning set forth in the recitals.
"Parking Garage Easement" shall have the meaning set forth in Section 3.4.
"Participation Agreement" shall mean an Agreement between the City and a Taxing Unit
for the Taxing Unit to contribute Tax Increment to the TIF Fund.
"Payment Request" shall mean a written request from the Developer to the City for a
Reimbursement Payment accompanied by: (i) copies of invoices, bills, receipts and such other
information as may be reasonably requested by City to document Public Project Costs; and (ii)
satisfactory written proof that all amounts owing to contractors and subcontractors for the Public
Improvements have been paid in full evidenced by the customary affidavits executed by Project
Owner and/or its contractors. Once the Developer has submitted copies of invoices, bills, and
receipts for eligible Public Project Costs equal to the Maximum Reimbursement Amount the
Developer is not required to include such materials in any subsequent Payment Request.
"Plans and Specifications" shall mean the list of plans and specifications approved by the
City attached hereto as Exhibit "C".
"Public Project Costs" shall mean the following costs attributable to the construction of
the Parking Garage and the Public Improvements: the acquisition of the Land and construction,
including, without limitation, all hard construction; the costs of construction materials, building
systems installation, and repairs; contractor fees; architectural, engineering, design, and planning
costs; development fees; insurance; financing costs; electric and gas utilities; re -grading of the
Block 16 of Southlake Town Square; demolition of existing improvements that require
relocation; and other project costs authorized under the Act.
"Project Owner" shall have the meaning set forth in the introductory paragraph.
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"Public Improvements" shall mean the improvements necessary for the development of
the Development, including the realignment of Reserve Street and improvements to State and
Division Streets, as shown on the attached Exhibit B, and all required water, sewer, drainage and
related public improvements, sidewalks, lighting, streetscape, all as approved by the City.
"Public Improvements Reimbursement" shall mean an amount equal to $540,000 paid to
Developer or Developer's Affiliate in accordance with Section 4.1.
"Reimbursement Payment" shall mean the payment to the Developer or Developer's
Affiliate of the Development Reimbursement or Public Improvements Reimbursement as set
forth herein. Reimbursement Payments to Developer or Developer's Affiliate are limited to
eligible Public Project Costs.
"Related Agreement" shall mean any agreement (other than this Agreement) by and
between the City and any Developer Party, or any of its affiliated or related entities.
"Tax Increment" means the total amount of property taxes assessed by the City and a
Taxing Unit for a calendar year on the Captured Appraised Value of real property taxable by the
City and a Taxing Unit and located in the Zone. The amount of Tax Increment contributed by the
City or any other Taxing Unit shall be limited to any maximum amount or other terms set forth
in the respective Participation Agreement of such Taxing Unit or the ordinance creating the
Zone, in the case of the City.
"Tax Increment Base" means the total appraised value of all real property taxable by the
City and a Taxing Unit and located in the Zone for the calendar year 1997, which is the year in
which the Zone was designated by the City.
"TIF Fund" shall mean the funds deposited by the City and any Taxing Unit in the Tax
Increment fund for the Zone.
"Taxing Unit" shall mean Tarrant County, Texas and Carroll Independent School
District.
"Zone" shall have the meaning set forth in the recitals.
ARTICLE II
TERM
The term of this Agreement shall begin on the Effective Date and shall continue until the
Expiration Date, unless sooner terminated as provided herein.
ARTICLE III
DEVELOPMENT OF PROJECT
3.1 Design and Construction of Public Improvements and Development.
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(a) Developer shall cause Project Owner to construct the Public Improvements and
Development in accordance with the Plans and Specifications and any licenses, permits, or
approvals issued by the City for the Development and Public Improvements.
(b) Developer shall cause Project Owner to obtain all necessary permits and
approvals required by the City and any applicable governmental authorities for the construction
of the Development and the Public Improvements. The Developer Parties shall be responsible for
the design, inspection and supervision of the construction of the Development and the Public
Improvements.
(c) Prior to Commencement of Construction of the Development and the Public
Improvements, Developer shall cause Project Owner to submit final Plans and Specifications for
the Development and the Public Improvements, as the case may be, for approval by the City,
which approval shall follow the City processes for approval of such Plans and Specifications as
outlined in the Code of Ordinances for the City.
(d) The Developer Parties shall comply with all applicable local, state, and federal
laws and regulations regarding the design and construction of the Development and the Public
Improvements, including, but not limited to, any requirement relating to payment, performance
and maintenance bonds for the Public Improvements. Upon Completion of Construction of the
Public Improvements and the Development, the Developer shall provide the City with a final
cost summary of all costs incurred and paid associated with the construction of the Development
and the Public Improvements, and provide proof that all amounts owing to contractors and
subcontractors for the Public Improvements have been paid in full evidenced by the customary
affidavits executed by the Project Owner and/or its contractors.
3.2 Inspection of Public Improvements. Construction of the Public Improvements
shall be subject to periodic inspections by the City to confirm compliance with the City -approved
plans and specifications. The Developer Parties shall be responsible for completing and/or
correcting any work not constructed in accordance with the City -approved plans and
specifications. Any material change in the design of the Public Improvements during the
construction stage shall be approved by the City. The Developer Parties shall be responsible for
the payment of all inspection fees associated with the Public Improvements as required by the
Code of Ordinances for the City.
3.3 Dedication or Conveyance of Public Improvements. The Project Owner shall
dedicate or convey the Public Improvements to the City as required by the Code of Ordinances
of the City, including, where so required, by special warranty deed conveying good and
indefeasible title in fee simple to the Public Improvements, free and clear of any and all liens,
encumbrances, conditions, assessments, and restrictions other than as provided in this Agreement
and those encumbrances existing of record as of the date hereof; provided, however, that no
encumbrances can interfere with the City's ability to use the Public Improvements. At the time
of such dedications or conveyances, the Project Owner shall deliver to the City: (i) releases from
the contractors, subcontractors and suppliers of materials who have provided labor and materials
for the Public Improvements showing that they have been paid for such labor and materials; and
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(ii) an assignment of all warranties and payment and performance bonds applicable to the Public
Improvements.
3.4 Parking Garage Easement. Within thirty (30) days of the Completion of
Construction of the Parking Garage, Developer shall cause Project Owner to grant to the City a
parking easement in the form attached hereto as Exhibit "D" (the "Parking Garage Easement")
to permit the public parking in the Parking Garage in accordance with the terms and conditions
contained in the Parking Garage Easement.
3.5 Dedication of Right-of-way. The Developer Parties acknowledge that at some
undefined time after the Effective Date, City will be making roadway improvements along SH
114 at State Street for the purpose of adding and widening turn lanes onto SH 114, and such
improvements will greatly benefit the Development. The Developer Parties agree to work with
City during the planning process as the City determines the amount of the Land that will be
needed to make the improvements. Within thirty (30) days after receipt of City's request, the
Developer shall cause Project Owner to dedicate to City, on a form acceptable to City, a portion
of the Land necessary for the City to construct the improvements. The Developer Parties'
dedication obligations in this Section 3.5 will survive the termination of this Agreement.
ARTICLE IV
COST REIMBURSEMENT
4.1 Reimbursement Payments.
(a) Subject to the continued satisfaction of all the terms and conditions of this
Agreement by the Developer Parties, the City agrees, as consideration for the design and
construction of the Public Improvements and Development, to make the Reimbursement
Payments to Developer or Developer's Affiliate as follows, subject to satisfaction of the
conditions contain in this Agreement:
(i) Any time after the 60th day after the TIF Commencement Date, Developer
or Developer's Affiliate shall be entitled to receive an amount equal to the sum of (1)
fifty percent (50%) of the Development Reimbursement, and (2) one hundred percent
(100%) of the Public Improvements Reimbursement, such sum which shall be no greater
than $1,995,000.
(ii) Any time after the first anniversary of the payment of the Reimbursement
Payment made under Section 4.1(a)(i) above, Developer or Developer's Affiliate shall be
entitled to receive an amount equal to sum of the remaining fifty percent (50%) of the
Development Reimbursement, such sum which shall be no greater than $1,455,000;
provided, however, that in the event the Project Owner has not entered into binding lease
agreements with third -party tenants for at least 40% of the rentable square feet of the
Office Building on such date (the "Lease Hurdle"), then the amount of the second
Reimbursement Payment shall be reduced by twenty five percent (25%) (i.e., by
$363,750) and Developer or Developer's Affiliate shall be entitled to receive payment of
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the remaining Development Reimbursement upon the Project Owner achieving the Lease
Hurdle.
(iii) The amount of each Reimbursement Payment shall be the lesser of. (i) the
amounts set forth in paragraphs (i) and (ii) above that have not been paid to the
Developer or Developer's Affiliate; and (ii) the amount of available TIF Funds, below.
(iv) City shall make Reimbursement Payments to Developer within thirty (30)
days after receipt of a Payment Request. Developer or Developer's Affiliate may submit
as many Payment Requests as are necessary to receive the Maximum Reimbursement
Amount in accordance with the conditions set forth in this Agreement.
(b) The parties agree that Reimbursement Payments shall be made solely from funds
from the TIF Fund, and only to the extent that funds are available in the TIF Fund.
Notwithstanding any other provision to the contrary, in no event shall the monies on deposit in
the TIF Fund be used to reimburse the Developer for the Public Project Costs under this
Agreement in excess of the Maximum Reimbursement Amount. The Developer acknowledges
and agrees that the City is only obligated to reimburse the Developer to the extent that there are
available funds from the TIF Fund, not to exceed the Maximum Reimbursement Amount, during
the term of this Agreement. The obligation of the City to pay the Developer the Public Project
Costs is limited to the extent that there are funds in the TIF Fund available during the term of this
Agreement in an amount not to exceed the Maximum Reimbursement Amount.
(c) The Developer or Developer's Affiliate agrees to look solely to the TIF Fund, not
the City general or other funds, for payment of the Public Project Costs. Nothing in this
Agreement shall be construed to obligate the City to provide Reimbursement Payments from any
other source of funds or to otherwise require the City to pay the Developer for Public Project
Costs in the event there are insufficient funds in the TIF Fund to pay the Maximum
Reimbursement Amount, or in the event the Zone terminates prior to payment in full of the
Maximum Reimbursement Amount (provided the City shall not adopt an ordinance providing for
termination of the Zone on a date earlier than provided in the ordinance that established the
Zone, unless this Agreement has been terminated). Upon expiration of the term of this
Agreement and/or the expiration of the Zone, any Public Project Costs under this Agreement that
remain un -reimbursed due to lack or availability of TIF Funds, or due to the failure of the
Developer Parties to satisfy any precondition of reimbursement under this Agreement, shall no
longer be considered Public Project Costs of the Zone, and any obligation of the City to
reimburse the Developer for Public Project Costs shall automatically expire and terminate on
such date.
4.2 TIF Fund Priorities. The funds deposited in the TIF Fund shall be applied in the
following order of priority: (i) amounts pledged or required for payment of outstanding bonds or
debt issued for Zone projects, if any (and provided that bond proceeds are used or reserved to
pay City and Board obligations pursuant to this Agreement); (ii) allocation of the maintenance of
a minimum balance of $50,000.00 in the TIF Fund; and (iii) Reimbursement Payments to the
Developer as set forth in Section 4.1.
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4.3 Reimbursement Limitations. The City shall not be required to make any
Reimbursement Payments to the Developer until: (i) such time as there is at least $50,000.00 on
deposit in the TIF Fund; (ii) after Completion of Construction of the Development and the Public
Improvements; (iii) the Developer Parties shall have Invested at least $39,000,000 for the
acquisition, development, and construction of the Development, less any tenant improvement
allowances, commissions, and/or contingency funds to be spent in connection with the build -out
of tenant leased space; and (iv) the Project Owner has executed the Parking Garage Easement,
and such form has been recorded in the Real Property Records of Tarrant County, Texas.
4.4 Current Revenue. The Reimbursement Payments to be provided herein shall be
paid solely from lawful available funds in the TIF Fund. Under no circumstances shall City's
obligations hereunder be deemed to create any debt within the meaning of any constitutional or
statutory provision.
ARTICLE V
CONDITIONS TO REIMBURSEMENT PAYMENTS
The obligation of the City and the Board to provide any Reimbursement Payments to the
Developer shall be conditioned upon the continuing compliance and satisfaction of the terms and
conditions of this Agreement by the Developer Parties and each of the following conditions:
5.1 Payment Request. Developer shall, as a condition precedent to each
Reimbursement Payment, provide the City with a Payment Request for the applicable
reimbursement period and such documentation as may reasonably be required by the City. Once
the Developer has submitted copies of invoices, bills, and receipts for eligible Public Project
Costs equal to the Maximum Reimbursement Amount the Developer is not required to include
such materials in any subsequent Payment Request. All requests for Reimbursement Payments
must be made no later than September 1, 2018.
5.2 Good Standing. The Developer Parties shall not have an uncured breach or default
of this Agreement or any Related Agreement.
ARTICLE VI
TERMINATION
6.1 Unless terminated earlier as provided herein, this Agreement shall terminate on
the Expiration Date. However, this Agreement may be terminated prior to the Expiration Date
upon any one of the following:
(a) by written agreement of all parties;
(b) by any party in the event another party breaches any of the terms or conditions of
this Agreement and such breach is not cured within thirty (30) days after written notice
thereof,
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(c) by the City, if any Developer Party suffers an event of Bankruptcy or Insolvency;
(d) by the City, if any Impositions owed to the City or any Taxing Unit by the Project
Owner shall become delinquent and such delinquency is not cured within thirty (30) days
after written notice thereof (provided, however the Project Owner retains the right to
timely and properly protest and contest any such Impositions);
(e) by the City, if any subsequent Federal or State legislation or any final decision of
a court of competent jurisdiction declares or renders this Agreement invalid, illegal or
unenforceable; and
6.2 In the event the Agreement is terminated by the City pursuant to Section 6.1(b),
(c), (d) or (e), the City shall be relieved of any further obligation to make Reimbursement
Payments to the Developer. In the event the Agreement is terminated pursuant to Section 6.1(b)
by the City, the City may also seek specific performance against the Developer Parties, and/or
actual damages incurred as a result of such uncured default.
6.3 Right of Offset. The City may, at its option, offset any amounts due and payable
under this Agreement against any debt (including taxes) lawfully due to the City from the
Developer Parties (provided however the Developer Parties retain the right to timely and
properly protest and contest amounts that are due and payable to the City), regardless of whether
the amount due arises pursuant to the terms of this Agreement or otherwise and regardless of
whether or not the debt due the City has been reduced to judgment by a court.
ARTICLE VII
MISCELLANEOUS
7.1 Binding Agreement. The terms and conditions of this Agreement are binding
upon the successors and assigns of all parties hereto. This Agreement may not be assigned
without the prior written consent of the other parties.
7.2 Limitation on Liability. It is acknowledged and agreed by the parties that the
terms hereof are not intended to and shall not be deemed to create a partnership or joint venture
among the parties. It is understood and agreed between the parties that Developer Parties, in
satisfying the conditions of this Agreement, has acted independently, and City assumes no
responsibilities or liabilities to third parties in connection with these actions.
7.3 Authorization. Each party represents that it has full capacity and authority to grant
all rights and assume all obligations that is granted and assumed under this Agreement.
Developer Parties represents and warrants to the City that each is a duly formed, validly existing
corporation in good standing and is authorized to transact business in the State of Texas.
7.4 Notice. Any notice required or permitted to be delivered hereunder shall be
deemed received three (3) days thereafter sent by United States Mail, postage prepaid, certified
mail, return receipt requested, addressed to the party at the address set forth below or on the day
actually received when sent by courier or otherwise hand delivered.
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If intended for City or Board, to
Attn: City Secretary
City of Southlake
1400 Main St.
Suite 300
Southlake, Texas 76092
With a copy to:
Taylor, Olson, Adkins, Sralla & Elam, L.L.P.
6000 Western Place, Suite 200
Fort Worth, Texas 76107
Attn: Allen Taylor
If intended for Developer Parties, to
Granite Properties, Inc.
5601 Granite Parkway, Suite 800
Plano, Texas 75204
Attn: David Cunningham
With a copy to:
Munsch Hardt Kopf & Harr, P.C.
500 N. Akard Street, Suite 3800
Dallas, Texas 75201
Attn: Glenn Callison
7.5 Entire Agreement. This Agreement is the entire agreement between the parties
with respect to the subject matter covered in this Agreement. There is no other collateral oral or
written Agreement between the parties that in any manner relates to the subject matter of this
Agreement, except as provided in the Related Agreements and any Exhibits attached hereto.
7.6 Governing Law. This Agreement shall be governed by the laws of the State of
Texas; and exclusive venue for any action concerning this Agreement shall be in a State District
Court of Tarrant County, Texas. The parties agree to submit to the personal and subject matter
jurisdiction of said Court.
7.7 Amendment. This Agreement may only be amended by the mutual written
agreement of the parties.
7.8 Severability. In the event any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect,
such invalidity, illegality, or unenforceability shall not affect other provisions, and it is the
intention of the parties to this Agreement that in lieu of each provision that is found to be illegal,
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invalid, or unenforceable, a provision be added to this Agreement which is legal, valid and
enforceable and is as similar in terms as possible to the provision found to be illegal, invalid or
unenforceable.
7.9 Recitals. The recitals to this Agreement are incorporated herein.
7.10 Counterparts. This Agreement may be executed in counterparts. Each of the
counterparts shall be deemed an original instrument, but all of the counterparts shall constitute
one and the same instrument.
7.11 Exhibits. Any exhibits to this Agreement are incorporated herein by reference for
all purposes wherever reference is made to the same.
7.12 Survival of Covenants. Any of the representations, warranties, covenants, and
obligations of the parties, as well as any rights and benefits of the parties, pertaining to a period
of time following the termination of this Agreement shall survive termination.
7.13 Release and Indemnification. THE CITY AND BOARD SHALL NOT BE
LIABLE FOR ANY LOSS, DAMAGE, OR INJURY OF ANY KIND OR CHARACTER
TO ANY PERSON OR PROPERTY ARISING FROM THE ACTS OR OMISSIONS OF
THE DEVELOPER PARTIES PURSUANT TO THIS AGREEMENT. THE
DEVELOPER PARTIES HEREBY WAIVE ALL CLAIMS AGAINST THE CITY, THE
BOARD, THEIR OFFICERS, AGENTS AND EMPLOYEES (COLLECTIVELY
REFERRED TO IN THIS SECTION AS "CITY") FOR DAMAGE TO ANY PROPERTY
OR INJURY TO, OR DEATH OF, ANY PERSON ARISING AT ANY TIME AND FROM
ANY CAUSE OTHER THAN THE SOLE NEGLIGENCE OR WILLFUL
MISCONDUCT OF THE CITY. THE DEVELOPER PARTIES DO HEREBY
INDEMNIFY AND SAVE HARMLESS THE CITY AND BOARD FROM AND
AGAINST ANY AND ALL LIABILITIES, DAMAGES, CLAIMS, SUITS, COSTS
(INCLUDING COURT COSTS, ATTORNEYS' FEES AND COSTS OF
INVESTIGATION) AND ACTIONS OF ANY KIND BY REASON OF INJURY TO OR
DEATH OF ANY PERSON OR DAMAGE TO OR LOSS OF PROPERTY ARISING
FROM THE DEVELOPER PARTIES' BREACH OF ANY OF THE TERMS AND
CONDITIONS OF THIS AGREEMENT, OR BY REASON OF ANY ACT OR
OMISSION ON THE PART OF THE DEVELOPER PARTIES, THEIR RESPECTIVE
OFFICERS, DIRECTORS, SERVANTS, AGENTS, EMPLOYEES,
REPRESENTATIVES, SUBCONTRACTORS, LICENSEES, SUCCESSORS OR
PERMITTED ASSIGNS IN THE PERFORMANCE OF THIS AGREEMENT (EXCEPT
WHEN SUCH LIABILITY, CLAIMS, SUITS, COSTS, INJURIES, DEATHS OR
DAMAGES ARISE FROM OR ARE ATTRIBUTED TO THE SOLE NEGLIGENCE OF
THE CITY). IN THE EVENT OF JOINT OR CONCURRENT NEGLIGENCE OF BOTH
THE CITY AND THE DEVELOPER PARTIES, THE RESPONSIBILITY, IF ANY,
SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE
LAWS OF THE STATE OF TEXAS, WITHOUT, HOWEVER, WAIVING ANY
GOVERNMENTAL IMMUNITY AVAILABLE TO THE CITY AND WITHOUT
WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. IF ANY
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ACTION OR PROCEEDING SHALL BE BROUGHT BY OR AGAINST THE CITY IN
CONNECTION WITH ANY SUCH LIABILITY OR CLAIM, DEVELOPER PARTIES
SHALL BE REQUIRED, ON NOTICE FROM THE CITY, TO DEFEND SUCH ACTION
OR PROCEEDINGS AT THE DEVELOPER PARTIES' EXPENSE, BY OR THROUGH
ATTORNEYS REASONABLY SATISFACTORY TO THE CITY. THE PROVISIONS
OF THIS SECTION ARE SOLELY FOR THE BENEFIT OF THE PARTIES HERETO
AND NOT INTENDED TO CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR
OTHERWISE, TO ANY OTHER PERSON OR ENTITY. DEVELOPER PARTIES'
OBLIGATIONS IN THIS SECTION WILL SURVIVE THE TERMINATION OF THIS
AGREEMENT.
7.14 Covenants and Representations. Developer Parties represent, warrant and
covenant that: (i) it has the authority to enter into this Agreement and has the authority to execute
and deliver this Agreement; and (ii) it has the authority to perform and comply with all of the
terms, covenants and conditions to be performed and complied with by the Developer Parties
hereunder.
7.15 Employment of Undocumented Workers. During the term of this Agreement, the
Developer Parties agree not to knowingly employ any undocumented workers, and if convicted
of a violation under 8 U.S.C. Section 1324a (f), the Developer Parties shall repay the
Reimbursement Payments provided herein and any other funds received by the Developer Parties
from the City as of the date of such violation within 120 business days after the date the
Developer Parties is notified by the City of such violation, plus interest at the rate of 6%
compounded annually from the date of violation until paid. The Developer Parties is not liable
for a violation of this Section by a subsidiary, affiliate, or franchisees of the Developer Parties or
by a person with whom the Developer Parties contracts.
7.16 Rough Proportionality. As additional consideration for the reimbursements
received by the Developer under this Agreement, the Developer Parties agrees that all
dedications, construction costs and other payments made by the Developer Parties related to the
Public Improvements are roughly proportional to the need for such Public Improvements created
by the development of the Land and the Developer Parties hereby waives any claim therefore
that it may have. The Developer Parties further acknowledges and agrees that all prerequisites to
such a determination of rough proportionality have been met, and that any costs incurred relative
to the dedication, construction costs and other payments for the Public Improvements are related
both in nature and extent to the impact of the Development. The Developer Parties waive and
release all claims against the City related to any and all rough proportionality and individual
determination requirements mandated by Section 212.904, Texas Local Government Code, or the
Texas or U.S. constitutions, as well as other requirements of a nexus between development
conditions and the projected impact of the Development.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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Agreement 8.17.15.docx
CITY OF SOUTHLAKE, TEXAS
Laura Hill, Mayor
Date:
ATTEST:
Lori Payne, City Secretary
BOARD OF DIRECTORS OF THE REINVESTMENT ZONE NUMBER ONE, CITY OF
SOUTHLAKE, TEXAS
Chairman
Date:
DEVELOPER PARTIES:
GRANITE PROPERTIES, INC., GPI -MT, LP,
a Delaware Corporation a Texas limited partnership
By: Granite Properties, Inc.,
By: a Delaware corporation,
Name: its general partner
Its:
Date: By:
Name:
14
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Its:
Date:
15
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Agreement 8.17.15.docx
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4212ii-91
PARKING EASEMENT AGREEMENT
This Parking Easement Agreement (this "Agreement") is entered into effective as of
August, 18, 2015, by Granite Properties, Inc. ("Grantor"), and the City of Southlake, Texas,
a Texas municipal corporation ("Grantee").
BACKGROUND
A. Grantor is the owner of the real property and improvements more particularly
described on Exhibit A attached hereto and made a part hereof ("Grantor Tract"), which
shall include a to -be -constructed parking garage containing approximately 480 parking
spaces, as more particularly shown on the drawing attached hereto as on Exhibit B
(collectively, the "Parking Garage").
B. Grantor and Grantee entered into that Development Agreement dated as of
August 18, 2015 (the "Development Agreement"), pursuant to which Grantee has
committed to provide certain public incentives (the "Incentives") to offset a portion of the
cost of the Parking Garage upon the terms and conditions set forth therein.
C. In connection of Grantee's entering into the Development Agreement and
payment of the Incentives to Grantor, Grantor agrees to grant the public limited access to the
Parking Garage.
D. Grantor desires to grant to Grantee an easement right affecting the Grantor
Tract for the purpose of granting limited, non-exclusive use of the Parking Garage upon the
terms and conditions set forth herein.
NOW, THEREFORE, for and in consideration of the foregoing recitals, as well as the
sum of $10.00 and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged and confessed, the parties hereby agree as follows:
AGREEMENT
Grant of Easement.
(a) Upon completion of construction of the Parking Garage by Grantor and
subject to the terms of Section 1(b) below, Grantor hereby grants unto Grantee, and
its successors and assigns, for the benefit of the general public (collectively the
"Grantee Parties") a perpetual, non-exclusive right and easement to enter upon and
use the Grantor Tract for the sole purpose of automobile parking during the specified
time periods, and in the designated portions of the Parking Garage, set forth below
(such parking easement rights, the "Easement"):
Day of Week
Applicable Hours
Easement Area
Monday — Friday
Entire 24 hour period,
Ground level of
maximum two hours
Parking Garage
per visit
PARKING EASEMENT AGREEMENT for Granite Garage Phase I
Monday — Friday
6:OOPM - 6:OOAM
Entire Parking Garage
Saturdays,
Entire 24 hour period
Entire Parking Garage
Sundays and
Federal Holidays
(b) Restrictions on Grantee Parties' use of the Easement:
(i) the Grantee Parties shall use and occupy the Easement only for
the use, and during the times, specified in Section 1(a) above and
for no other purpose;
(ii) the use of the Easement by the Grantee Parties shall be on a first-
come, first -serve basis along with Grantor's employees, tenants,
agents, guests and/or invitees;
(iii) Grantee Parties use is subject to compliance with such reasonable
rules and regulations as Grantor from time to time may prescribe;
(iv) no Grantee Party may (i) solicit business or distribute leaflets or
other material in the Easement area, (ii) store any hazardous
substance or (iii) create a nuisance thereon;
(v) Grantor may utilize ticketing, parking meters or other similar
access control means of enforcing the permitted parking time
periods set forth in Section 1(a) above;
(vi) Grantor reserves the right to remove any vehicles or other personal
property in violation of this Agreement from the Easement at the
sole cost of the owner thereof; and
(vii) Grantor may temporarily close any part of the Easement for repairs
or alterations to the Grantor Tract (including, the Parking Garage)
or to prevent the public from obtaining prescriptive rights in the
Grantor Tract (including, the Parking Garage); provided, however,
Grantor must give Grantee at least twenty four-hour prior notice of
any anticipated repairs which would cause closure of the garage.
(c) Neither Grantor nor its successors or assigns will (i) erect or maintain
any Garage over the Easement that will materially impair the use of the Parking
Garage, except as may be permitted under the terms and conditions of any
agreements entered into by the parties hereto or except as may be required by any
applicable laws, or (ii) except as expressly provided herein, take any action which
would adversely affect the non-exclusive use and enjoyment by the Grantee Parties
of the Easement or Parking Garage.
(d) Nothing in this paragraph shall prohibit Grantor and its successors and
assigns from otherwise using the Parking Garage or Grantor Tract in any manner not
inconsistent with the rights granted herein.
PARKING EASEMENT AGREEMENT for Granite Garage Phase I
(e) Grantor, at its sole expense, shall construct and install the Parking
Garage upon the Grantor Tract. The Parking Garage shall be constructed by Grantor
in a good and workmanlike manner in compliance with all applicable laws and the
Development Agreement. Grantor bears the cost and responsibility for the repair and
maintenance of the Grantor Tract and the Parking Garage. The Grantor Tract and
Parking Garage shall be maintained by Grantor in a good, neat and clean condition
and in compliance with all applicable laws.
(f) Notwithstanding anything in this Agreement to the contrary, Grantee
Parties' use of the Easement will at all times be at no cost and free of charge.
2. Compliance with Laws and Rules.
(a) Grantee shall at all times comply with all applicable ordinances, rules,
regulations, codes, statutes and requirements of all federal, state, county and
municipal governmental bodies or their subdivisions respecting the Easement and the
Parking Garage.
(b) Grantor shall at all times comply with all applicable ordinances, rules,
regulations, codes, statutes and requirements of all federal, state, county and
municipal governmental bodies or their subdivisions respecting the Grantor Track.
3. Notice. All notices, approvals, requests, consents, and other communications
given, required or permitted in accordance with the terms of this Agreement must be in
writing and must be hand -delivered or sent by Federal Express or other nationally recognized
overnight service or United States certified or registered mail. The parties will consider
notices given or delivered when received, except that if either party intentionally acts to
refuse delivery of a notice sent by any nationally recognized overnight courier service or
United States certified or registered mail, then the effective date shall be the date of delivery
to the nationally recognized overnight courier service or the U.S. mail on a business day
during normal business hours. The parties will address notices as follows:
If to Grantor: c/o Granite Properties, Inc.
5601 Granite Parkway
Suite 800
Plano, Texas 75093
Attn: Director, Development/Construction
If to Grantee: City Clerk
City of Southlake
1400 Main St.
Suite 270
Southlake, Texas 76092
Any party shall have the right to change its address for purposes of notice by written notice
served as provided herein for giving notices
4. Property Condition. GRANTEE PARTIES ARE ACCEPTING THE
EASEMENT AND ALL PORTIONS OF THE PROPERTY AND IMPROVEMENTS WHICH
ARE RELATED TO THE SAME IN THEIR "AS IS" "WHERE IS" CONDITION AND WITHOUT
ANY REPRESENTATIONS OR WARRANTIES OR COVENANTS OF GRANTOR WITH
PARKING EASEMENT AGREEMENT for Granite Garage Phase I
RESPECT THERETO AND, WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, (1) THE GRANTEE PARTIES AGREE THAT THEY ACCEPT ALL PORTIONS
OF THE PROPERTY WHICH ARE SUBJECT TO THIS AGREEMENT IN THEIR PRESENT
STATE AND CONDITION AND "AS -IS WITH ALL FAULTS"; AND (II) GRANTOR SHALL
NOT BE RESPONSIBLE FOR ANY WORK ON THE PROPERTY OR THE
IMPROVEMENTS LOCATED THEREON NECESSARY TO SECURE OR PROVIDE
SECURITY FROM THEFT, VANDALISM, DESTRUCTION, ASSAULT, BATTERY, BODILY
HARM AND/OR ANY OTHER DAMAGES WHICH MAY BE INCURRED BY ANY AND ALL
ENTITIES, PERSONS, PERSONAL PROPERTY, REAL PROPERTY OR ANY OTHER
PERSONS OR ITEMS OF ANY KIND OR NATURE WHICH MAY BE LOCATED ON OR
WHICH MAY BE USING ANY PORTION OF THE PROPERTY AS A RESULT OF THE
EASEMENT GRANTED HEREUNDER OR THE EXECUTION OF THIS AGREEMENT, IT
BEING UNDERSTOOD THAT ALL VEHICLES ARE PARKED AT GRANTEE PARTIES'
SOLE RISK.
5. Rights Reserved to Grantor. Grantor reserves the following rights, each of
which Grantor may exercise or refrain from exercising without notice to or the consent of
Grantee and without being deemed to have evicted Grantee: (1) Grantor may change the
name or street address of the Parking Garage; (2) Grantor may install and maintain signs in
or on the exterior of the Parking Garage; (3) Grantor may change the arrangement of
entrances, doors, corridors, elevators, or stairs in the Parking Garage common areas in any
way that does not impede access to or the use of the Easement; (4) Grantor may make other
additions, subtractions, or changes to common areas and to other areas in the Parking
Garage, so long as those additions, subtractions, or changes do not impede access to or the
use of the Easement; (5) Grantor may install, operate, and maintain systems that monitor, by
closed circuit television or otherwise, all persons entering or leaving the Parking Garage;
(6) Grantor may install and maintain ducts, conduits, wires, pipes, and structural elements
anywhere in the Parking Garage (including in and above the Easement) to serve other parts
of the Parking Garage or other grantees, so long as those installations do not impede access
to or the use of the Easement; and (7) Grantor may grant easement space anywhere in the
Parking Garage other than on the ground level to any number of other grantees. Without
limiting the foregoing, Grantee understands that the Parking Garage was designed to
accommodate future construction of one or more adjacent parking areas (a "Project
Expansion"), and if Grantor determines that a Project Expansion has become economically
feasible, Grantor may undertake the Project Expansion at some point during the Term.
Grantor will provide Grantee with at least 90 days' prior written notice before commencing
any Project Expansion. In that event, Grantor may from time to time temporarily close (or
impose restrictions upon the use of) all or parts of the Parking Garage to reinforce structural
elements of the existing Parking Garage or to make other changes or uses of the Parking
Garage that are reasonably required to accommodate the Project Expansion.
6. Rights of Third Parties. The agreements of Grantor in this Easement and
other operative documents are intended solely for the benefit of Grantee and Grantee
Parties. All conditions to the obligations of Grantor under this Easement or other operative
documents are imposed solely for the benefit of Grantor, and no other Person may require
satisfaction of those conditions or assume that Grantor will enforce any or all of those
conditions.
7. No Personal Liability. The liability of Grantor to Grantee for any default by
Grantor under this Easement is limited to the interest of Grantor in the Parking Garage, as
such interest may exist from time to time, and Grantee agrees to look solely to Grantor's
PARKING EASEMENT AGREEMENT for Granite Garage Phase I
interest in the Parking Garage for recovery of any judgment from Grantor, it being intended
that Grantor will not be personally liable for any judgment or deficiency. Nothing in this
section or this Agreement shall limit Grantee's ability to seek specific performance if Grantor
is in default of this Agreement.
8. No Liability for Exemplary, Special, or Remote Damages. Grantor will not
be liable to Grantee for exemplary damages, for damages that are characterized in law as
"special" or "remote" (in contrast to damages that are characterized as "general" and
"direct"), for damages to Grantee's reputation, or for any resulting loss of future revenues of
Grantee.
9. Run With the Land. This Agreement shall run with the land (the Grantor
Tract), and shall be binding on, and inure to the benefit of, the owner of the Grantor Tract,
and its respective successors and assigns, and on all parties having or acquiring any right,
title, interest, or estate in the Grantor Tract, or any portions thereof, and any such owner shall
be released from any additional obligations under this Agreement upon, and to the extent,
such owner has conveyed all of its right, title, interest and estate in the Grantor Tract.
10. Miscellaneous.
(a) By execution of this Agreement, each party represents that (i) it has full
right, power and authority to enter into this Agreement, and carry out its commitments
made hereunder, and all requisite action to authorize such party to enter into this
Agreement and convey or cause the conveyance of the property to the other party
has been taken; (ii) the individuals executing this Agreement have been duly
authorized to bind such party to the terms and conditions hereof and thereof; and (iii)
the execution, delivery and performance by such party of this Agreement shall not
constitute or cause a default or breach of any agreement or undertaking of such parry
or concerning the real property owned by such party (including but not limited to any
lease of the Grantor Tract).
(b) This Agreement shall be construed under the laws of the State of
Texas, and all obligations of the Parties are performable in Tarrant County, Texas.
Exclusive venue for any action to enforce or construe this Agreement shall be in
Tarrant County, Texas.
(c) In the event of a lawsuit in connection with this Agreement, the
prevailing party shall be entitled to recover from the non -prevailing party all costs of
court and reasonable attorneys' fees incurred by the prevailing party in connection
with such lawsuit.
(d) If any provision of this Agreement or the application thereof to any
person or circumstance shall be invalid or unenforceable to any extent and for any
reason cannot be reformed, the remainder thereof and the application of such
provision to other persons or circumstances shall not be affected thereby and shall be
enforced to the greatest extent permitted by law.
(e) This Agreement contains the complete agreement of the parties and
cannot be varied except by written agreement of the parties. The parties agree that
there are no oral agreements, representations, or warranties that are not expressly
set forth in this Agreement.
PARKING EASEMENT AGREEMENT for Granite Garage Phase I
(f) Whenever context requires, the singular will include the plural, and
neuter will include the masculine or feminine gender, and vice versa. Article and
section and paragraph headings in this Agreement are for reference only and are not
intended to restrict or define the text of any such article, section, and paragraph. This
Agreement will not be construed more or less favorably between the parties by
reason of authorship or origin of language.
[Signature pages follow.]
PARKING EASEMENT AGREEMENT for Granite Garage Phase I
IN WITNESS WHEREOF, Grantor and Grantee have executed this Agreement as of the
day and year first above written.
GRANTOR:
By: Granite Properties, Inc.,
a Delaware corporation,
its sole member and manager
By:
David R. Cunningham, Director,
Development and Construction
THE STATE OF TEXAS §
COUNTY OF COLLIN §
BEFORE ME, the undersigned authority, on this day personally appeared
, the of Granite Properties, Inc., a Delaware
corporation, sole member and manager of Grantor, known to me to be the person and officer
whose name is subscribed to the foregoing instrument, and acknowledged to me that he
executed the same as duly authorized officer of such corporation, for the purposes and
consideration therein expressed, and in the capacity therein stated as the act and deed of said
limited liability company.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this _ day of
201
Notary Public in and for the State of Texas
[ SEAL OF NOTARY PUBLIC ]
PARKING EASEMENT AGREEMENT for Granite Garage Phase I
Grantee:
CITY OF SOUTHLAKE, TEXAS
Laura Hill, Mayor
THE STATE OF TEXAS §
COUNTY OF COLLIN §
BEFORE ME, the undersigned authority, on this day personally appeared
the of
known to me to be the person and officer whose name is subscribed to
the foregoing instrument, and acknowledged to me that he executed the same as duly
authorized officer of such corporation, for the purposes and consideration therein expressed,
and in the capacity therein stated as the act and deed of said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this _ day of
2015.
Notary Public in and for the State of Texas
[ SEAL OF NOTARY PUBLIC ]
PARKING EASEMENT AGREEMENT for Granite Garage Phase I
CONSENT OF GRANTOR TRACT MORTGAGEE
The undersigned is the holder of a first mortgage lien on the Grantor Tract as evidenced
by that [NAME OF MORTGAGE] dated and recorded in of the Real
Property Records of , County, , and hereby consents to and
subordinates its interest in the Grantor Tract to the rights granted to Grantee and Grantee
Parties under this Parking Easement Agreement.
[NAME OF MORTGAGEE],
a
By: _
Name:
Title:
THE STATE OF §
COUNTY OF
BEFORE ME, the undersigned authority, on this day personally appeared
the of [Name of Mortgagee], a
, known to me to be the person and officer whose name is subscribed to
the foregoing instrument, and acknowledged to me that he executed the same as duly
authorized officer of such corporation, for the purposes and consideration therein expressed,
and in the capacity therein stated as the act and deed of said limited liability company.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of
20
Notary Public in and for the State of
[ SEAL OF NOTARY PUBLIC ]
PARKING EASEMENT AGREEMENT for Granite Garage Phase I