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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, C:\Users\thenderson\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.Outlook\5H80XBUH\Granite Development Agreement 8.17.15.docx 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 2 C:\Users\thenderson\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.Outlook\5H80XBUH\Granite Development Agreement 8.17.15.docx 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 C:\Users\thenderson\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.Outlook\5H80XBUH\Granite Development Agreement 8.17.15.docx 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. 4 C:\Users\thenderson\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.Outlook\5H80XBUH\Granite Development Agreement 8.17.15.docx "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. C:\Users\thenderson\AppData\L.ocal\Microsoft\Windows\Temporary Internet Files\Content.Outlook\5H80XBUH\Granite Development Agreement 8.17.15.docx (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 6 C:\Users\thenderson\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.Outlook\5H80XBUH\Granite Development Agreement 8.17.15.docx (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 7 C:\Users\thenderson\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.Outlook\5H80XBLUGranite Development Agreement 8.17.15.docx 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. 8 C:\Users\thenderson\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.Outlook\5H80XBUH\Granite Development Agreement 8.17.15.docx 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, C:\Users\thenderson\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.Outlook\5H80XBUH\Granite Development Agreement 8.17.15.docx (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. 10 C:\Users\thenderson\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.Outlook\5H80XBUH\Granite Development Agreement 8.17.15.docx 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, 11 C:\Users\thenderson\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.Outlook\5H80XBUH\Granite Development Agreement 8.17.15.docx 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 12 C:\Users\thenderson\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.Outlook\5H80XBUH\Granite Development Agreement 8.17.15.docx 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] 13 C:\Users\thenderson\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.Outlook\5H80XBUHNGranite Development 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 C:\Users\thenderson\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.Outlook\5H80XBUH\Granite Development Agreement 8.17.15.docx Its: Date: 15 C:\Users\thenderson\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.Outlook\5H80XBUH\Granite Development Agreement 8.17.15.docx ;talo 'nY Pafae SFOSIVI ! 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V L W v wed 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