2005-013y
RESOLUTION NO. 05`-013
OFFICIAL RECORD
AS i - o eecird
resol"+I-a A repeode.
X0114+16&1 Nv.oq-0'7y
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SOUTHLAKE,
TEXAS, APPROVING A DEVELOPMENT AGREEMENT BY AND
BETWEEN THE CITY AND SLTS GRAND AVENUE, L.P. FOR
REIMBURSEMENT FOR PUBLIC IMPROVEMENTS TO PROPERTY
WITHIN REINVESTMENT ZONE NUMBER ONE; APPROVING THE
TERMS AND CONDITIONS OF A PROGRAM TO PROMOTE ECONOMIC
DEVELOPMENT AND STIMULATE BUSINESS AND COMMERCIAL
ACTIVITY IN THE CITY; APPROVING AN ECONOMIC DEVELOPMENT
PROGRAM AGREEMENT BY AND BETWEEN THE CITY AND SLTS
GRAND AVENUE, L.P.; APPROVING A PARKING GARAGE PROPERTY
OPERATING AGREEMENT BETWEEN THE CITY AND SLTS GRAND
AVENUE, L.P.; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, in accordance with the provisions of the Tax Increment Financing Act,
V.T.C.A. Tax Code, Chapter 311 (the "Act"), on September 23, 1997, the Southlake City
Council approved Ordinance No. 682, creating, establishing and designating "Reinvestment
Zone Number One, City of Southlake" (hereinafter called the "TIF District"); and
WHEREAS, SLTS Grand Avenue, L.P. (the "Partnership") has acquired the Grand
Avenue Property which is located in the TIF District and described in Exhibit "A", and
intends to develop the property for use as "high quality, first class" retail and office
buildings, a hotel and a movie theater, togetherwith ancillary areas and improvements; and
WHEREAS, the Act authorizes the expenditure of funds derived within a
reinvestment zone, whether from bond proceeds or other funds, for the payment of
expenditures made or estimated to be made and monetary obligations incurred or
estimated to be incurred by a municipality consistent with the project plan of the
reinvestment zone, which expenditures and monetary obligations constitute project costs,
as defined in the Act; and
WHEREAS, on August 17, 1999, after approval of the Board, the Southlake City
Council approved Ordinance No. 752 approving the Amended Tax Increment Reinvestment
Zone Project Plan, and the Financing Plan; and
WHEREAS, the Board authorized the execution of this Agreement for the
construction of public improvements in accordance with the approved Project Plan and
Financing Plan, and authorizing reimbursement to Partnership from ad valorem taxes
collected for the Grand Avenue Property, for the taxing units participating in the TIF and
deposited into the Tax Increment Fund; and
WHEREAS, the City Council wishes to authorize the execution of this Agreement
W:\Southlake\Resolutions\SLTS380 TIF Parking Agmt Resolutionmpd Page 1
for the construction of public improvements in acdord'ance with the approved Project Plan
and Financing Plan, and authorizing reimbursement to Partnership from the Tax Increment
Fund for the construction of the public improvements under the conditions set forth herein;
and
WHEREAS, the Public Improvements to be constructed within the Grand Avenue
Property, as set forth in the Agreement, are consistent with encouraging development of
the TIF District and Reinvestment Zone in accordance with the purposes for its creation;
and
WHEREAS, the City's decision to execute the Agreement on the terms as set forth
therein is based upon Partnership's agreement to convey the public improvements,
including two parking garages, to the City; and
WHEREAS, the City Council has been presented a proposed Economic
Development Program Agreement between the City of Southlake and the SLTS Grand
Avenue, L.P., a copy of which is attached hereto as Exhibit "C"; and
WHEREAS, Chapter 380 of the Texas Local Government Code authorizes
municipalities to establish and provide for the administration of programs that promote
economic development and stimulate business and commercial activity in the City; and
WHEREAS, upon full review and consideration of the Agreement and all matters
attendant and related thereto, the City Council is of the opinion that the Agreement will
assist in implementing a program whereby economic development will be promoted and
business and commercial activity will be stimulated in the City; and
WHEREAS, the Partnership and the City desire to memorialize their agreement for
the operation of the two parking garages by executing the Parking Garage Property
Operating Agreement;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF SOUTHLAKE, TEXAS, THAT:
SECTION 1.
The terms and conditions ofthe Development Agreement attached hereto as Exhibit
B" are hereby in all things approved and the Mayor is authorized to execute the
Agreement.
SECTION 2.
The City Council hereby adopts an economic development program whereby the
City of Southlake will make economic development program payments to SLTS Grand
W:\Southlake\Resolutions\SLTS380 TIF Parking Agmt Resolutionmpd Page 2
Avenue, L.P., and take other specified actions, in accordance with the terms outlined in the
Agreement.
SECTION 3.
The terms and conditions of the Economic Development Program Agreement
attached hereto as Exhibit "C" are hereby in all things approved; the City Council finds that
the terms of the Agreement will promote economic development and stimulate business
and commercial activity in the City and otherwise meet the criteria of Section 380.001 of
the Texas Local Government Code.
SECTION 4.
The terms and conditions of the Parking Garage Property Operating Agreement
attached hereto as Exhibit "D" are hereby in all things approved and the Mayor is
authorized to execute the Agreement.
SECTION 5.
Resolution No. 04-074, adopted November 16, 2004, is hereby repealed, and the
City Secretary is hereby directed to inscribe the notation of this action and this Resolution
number on the face of said resolution.
SECTION 6.
This Resolution shall become effective from and after its passage.
PASSED AND APPROVED ON THIS THE DAY OF I r `G r , 2005.
Andy Wambsganss, Mayor
ATTEST:
r4O;•`•••
50vTH•F
00
Lori Farwell, City Secretarycov• •
JK*
loftiest, ``,,•••••
W:\Southlake\Resolutions\SLTS380 TIF Parking Agmt Resolutionmpd Page 3
EXHIBIT "A"
W.\Southlake\Resolutions\SLTS380 TIF Parking Agmt Resolution.wpd Page 4
EXHIBIT "B"
W:\Southlake\Resolutions\SLTS380 TIF Parking Agmt Resolution.wpd Page 5
SOUTHLAKE TOWN SQUARE
PHASE IV
THE GRAND AVENUE DISTRICT
COMMERCIAL DEVELOPER AGREEMENT
An agreement between the City of Southlake, Texas, hereinafter referred to as the
City", and the undersigned Developer, hereinafter referred to as the "Developer', of
Southlake Town Square Phase IV, The Grand Avenue District, hereinafter referred to as
Addition", to the City of Southlake, Tarrant County, Texas, and COOPER & STEBBINS,
L.P. (for limited purposes set forth herein) for the installation of certain community
facilities and improvements located therein, and to provide city services thereto. It is
understood by and between the parties that this Agreement is applicable to the Addition
a commercial development) and to the off-site improvements necessary to support the
Addition.
GENERAL REQUIREMENTS
A. It is agreed and understood by the parties hereto that the Developer shall
employ a civil engineer and other design professionals licensed to practice
in the State of Texas as necessary for the design and preparation of the
plans and specifications for the construction of all facilities and
improvements covered by this Agreement.
B. Developer and City have executed a Development Agreement, a copy of
which is attached hereto as Exhibit C, for the financing of certain public
facilities under this Agreement. This Agreement contains certain
requirements for the design and construction of the public facilities and
improvements covered by this Agreement and the two parking garage
structures Developer proposes to construct. The requirements of the
Development Agreement are in addition to, and not in lieu or substitution
of the obligations imposed upon Developer by this Agreement.
C. Developer agrees that the City's specifications for public and private
improvements are minimum standards only and Developer shall retain an
engineer for purposes of review of City specifications. If, in the engineers
opinion, additional technical design requirements, in addition to the City
specifications, are required to design the Public Improvements sufficient
for local conditions, Developer will include such design requirements in the
specifications for the Public Improvements. The City shall be expressly
named as an intended third party beneficiary in the contract between the
Developer and the engineer.
D. Prior to initiating any construction of the Facilities, the Developer or the
construction contractor(s) for Developer, shall provide to the City two
originals of the following:
A good and sufficient Performance Bond in an amount equal to one
hundred percent (100%) of the total cost of the Improvements,
guaranteeing the full and faithful execution of the work and
performance of this Agreement and for the protection of the City
against any improper construction of the work or the use of inferior
materials. The Performance Board shall guarantee completion of
the Improvements within two years of execution of this Agreement.
2. A good and sufficient Payment Bond in an amount equal to one
hundred percent (100%) of the total cost of the Improvements, as
guaranteeing payment for all labor, materials and equipment used
in the construction of the Facilities, and
3. After construction and prior to acceptance of the facilities a good
and sufficient Maintenance Bond in an amount equal to one
hundred percent (100%) of the cost of the construction of
underground public utilities and 100% of the paving Improvements,
guaranteeing payment for all labor, materials and equipment used
in the construction of the Facilities.
The maintenance bonds, letter of credit or cash escrow will be supplied to the
City by the contractors performing the work, and the City will be named as the
beneficiary if the contractors fail to perform any required maintenance.
E. Developer may furnish the City one or more irrevocable letter of credits in
lieu of the bonds required in Subsection D. In the event the Developer
wishes to provide an irrevocable letter of credit, it shall be executed on the
form provided by the City and the conditions in Exhibit "A" must be
satisfied.
F. Each of the bonds described in Subsection D shall be in a form acceptable
to the City. The bonds must be issued by a Best -rated surety company
that is duly authorized to transact business in the State of Texas; however,
the City retains the right to reject any surety company regardless of such
company's qualifications or authorization to do business in Texas if the
company does not have a resident agent and/or the surety does not meet
the requirements of Art. 7.19-1 of the Texas Insurance Code.
G. The value of the performance bond, letters of credit or cash escrow will
reduce at a rate consistent with the amount of work that has been
completed by the Developer and accepted by the City. Each request for
reduction or payment of escrow funds must be accompanied by lien
release(s) executed by all subcontractors and/or suppliers prior to the
release of escrow funds or reduction in value of the account.
Southlake Town Square Phase IV, Grand Avenue District Page 2 of 20
H. The City shall inspect and approve the construction of the Facilities and
collect all applicable fees. The City will not issue a Letter of Acceptance
for the improvements until:
1. the Facilities are completely constructed (final completion) to the
satisfaction of the City Engineer or his representative; and
2. the Developer has delivered and the City has accepted:
a. General warranty deeds for any parks; and
b. general warranty deeds for streets, all in accordance with the
provisions of the TIF Development Agreement.
Developer must deliver to the City clear and unencumbered title to
the Improvements; and
3. the City has approved a satisfactory maintenance bond, cash
escrow or Letter of Credit pursuant to subsection E hereof.
It is further agreed and understood by the parties hereto that upon
acceptance by the City, title to all facilities and improvements mentioned
herein above which are intended to be public facilities shall be vested in
the City, and Developer hereby relinquishes any right, title, or interest in
and to said facilities or any part thereof. It is further understood and
agreed that until the City accepts such improvements, the City shall have
no liability or responsibility in connection with any such facilities.
Acceptance of the facilities for this provision and for the entire Agreement
shall occur at such time that the City, through its City Manager or his duly
appointed representative, provides Developer with a written
acknowledgement that all facilities are complete, have been inspected and
approved, and are being accepted by the City.
J. On all public facilities included in this Agreement for which the Developer
awards his own construction contract, Developer agrees to the following
procedure:
Developer agrees to pay the following:
a. Inspection fees equal to three percent (3%) of the cost of the
water, street, drainage and sanitary sewer facilities, on all
facilities included in this agreement for which Developer
awards his or her own construction contract, to be paid prior
to construction of each phase and based on actual bid
construction cost;
Southlake Town Square Phase IV, Grand Avenue District Page 3 of 20
b. Administrative Processing Fee equal to two percent (2%) of
the cost of water, street, drainage and sanitary sewer
facilities, on all facilities included in this Agreement for which
Developer awards his or her own construction contract, to be
paid prior to construction of each phase and based on actual
bid construction cost;
C. Trench testing (95% Standard);
d. The additional charge for inspections during Saturday,
Sunday, holidays, and after normal working hours;
e. Any charges for retesting as a result of failed tests;
All gradation tests required to insure proper cement and/or
lime stabilization.
2. The City agrees to bear the expense of.
a. All nuclear density tests on the roadway subgrade (95%
Standard);
b. Technicians time for preparing concrete cylinders; and
C. Concrete cylinder tests and concrete coring samples.
The City can delay connection of buildings to service lines or water
mains constructed under this Agreement until said water mains and
service lines have been completed to the satisfaction of and
acceptance by the City.
K. The Developer will be responsible for mowing all grass and weeds and
otherwise reasonably maintaining the aesthetics of all land and lots in said
Addition which have not been sold to third parties. After fifteen (15) days
written notice, should the Developer fail in this responsibility, the City may
contract for this service and bill the Developer for reasonable costs. Such
amount shall become a lien upon all real property of the Addition so
maintained by the City, and not previously conveyed to other third parties,
120 days after Developer has notice of costs.
L. Any guarantee of payment instrument (Performance Bond, Letter of
Credit, etc.) submitted by the Developer or Contractor on a form other
than the one which has been previously approved by the City as
acceptable" shall be submitted to the City Attorney and this Agreement
shall not be considered in effect until such City Attorney has approved the
Southlake Town Square Phase IV, Grand Avenue District Page 4 of 20
instrument. Approval by the City shall not be unreasonably withheld or
delayed.
M. The Developer agrees to fully comply with the terms and conditions of all
other applicable development regulations and ordinances of the City.
N. The Developer agrees that the completed project will be constructed in
conformance with the Development Site Plan, Construction Plans and
other permits or regulatory authorizations granted by the City during the
development review process.
FACILITIES
A. GENERALLY
Developer shall submit, or cause to be submitted, plans and specifications
for the public facilities to the City for review prior to the commencement of
construction thereof. Such plans and specifications and construction shall
be in conformance with the City of Southlake's design standards, any
additional design requirements recommended by Developer's engineers
pursuant to Section I.C. above and all applicable ordinances.
B. ON-SITE WATER
The Developer hereby agrees to install water facilities to service lots as
shown on the final plat of the Addition. Water facilities will be installed in
accordance with plans and specifications to be prepared by the
Developer's engineer and released by the City. Further, the Developer
agrees to complete this installation in accordance with Ordinance No. 170
and shall be responsible for all construction costs, materials and
engineering. In the event that certain water lines are to be oversized
because of City requirements, the City will reimburse the Developer for the
oversize cost greater than the cost of an 8" line. Additionally, the City
agrees to provide temporary water service at Developer's request and
expense, for construction, testing and irrigation purposes only, to
individual lots during the construction of buildings, even though sanitary
sewer service may not be available to the buildings.
C. DRAINAGE
Developer hereby agrees to construct the necessary drainage facilities
within the Addition. These facilities shall be in accordance with the plans
and specifications to be prepared by Developer's engineers, released by
the Director of Public Works, the City, and made part of the final plat as
approved by the Planning and Zoning Commission. The Developer
hereby agrees to fully comply with all EPA and TNRCC requirements
Southlake Town Square Phase IV, Grand Avenue District Page 5 of 20
relating to the planning, permitting and management of storm water which
may be in force at the time that development proposals are being
presented for approval by the City.
D. STREETS
The street construction in the Addition will be installed in accordance with
plans and specifications to be prepared by the Developer's engineer and
released by the Director of Public Works.
The Developer will be responsible for:
a. Installation and two year operation of street lights, which is
payable to the City prior to final acceptance of the Addition;
or an agreement with utility provider stating that no charge
will be made for street lights for the two-year duration.
b. Installation of all street signs designating the names of the
streets inside the Addition, said signs to be of a type, size,
color and design standard generally employed by the
Developer and approved by the City in accordance with City
ordinances;
C. Installation of all regulatory signs recommended based upon
the Manual of Uniform Traffic Control Devices, as prepared
by the Developer's engineer, by an engineering study or
direction by the Director of Public Works. It is understood
that Developer may install signs having unique architectural
features. However, should the signs be moved or destroyed
by any means, the City shall replace them with signs as
identical as possible to those damaged.
2. All street improvements will be subject to inspection and approval
by the City. No work will begin on any street included herein prior
to complying with the requirements contained elsewhere in this
Agreement. All water, sanitary sewer, and storm drainage utilities
which are anticipated to be installed within the street or within the
street right-of-way will be completed prior to the commencement of
street construction on the specific section of street in which the
utility improvements have been placed or for which they are
programmed.
3. It is understood that in every construction project a decision later
may be made to realign a line or service which may occur after
construction has commenced. The Developer has agreed to advise
the City Director of Public Works as quickly as possible when such
Southlake Town Square Phase IV, Grand Avenue District Page 6 of 20
a need has been identified and to work cooperatively with the City
to make such utility change in a manner that will be least disruptive
to street construction or stability.
E. ON-SITE SANITARY SEWER FACILITIES
The Developer hereby agrees to install sanitary sewage collection facilities
to service lots as shown on the final plat of the Addition. Sanitary sewer
facilities will be installed in accordance with the plans and specifications to
be prepared by the Developer's engineer and released by the City.
Further, the Developer agrees to complete this installation in compliance
with all applicable city ordinances, regulations and codes and shall be
responsible for all construction costs, materials, engineering, permits and
Impact Fees. In the event that certain sewer lines are to be oversized
because of City requirements, the City will reimburse the Developer for the
oversize cost greater than the cost of an 8" line.
F. EROSION CONTROL
During construction of the Addition and after the streets have been
installed, the Developer agrees to keep the streets free from soil
build-up. The Developer agrees to use soil control measures, such
as those included in NCTCOG STANDARD SPECIFICATIONS
FOR PUBLIC WORKS CONSTRUCTION, DIVISION 1000
EROSION AND SEDIMENT CONTROL, to prevent soil erosion. It
will be the Developer's responsibility to present to the Director of
Public Works a soil control development plan that will be
implemented for this Addition.
a. When in the opinion of the Director of Public Works there is
sufficient soil build-up on the streets or other drainage areas
and notification has been given to the Developer, the
Developer will have seventy-two (72) hours to clear the soil
from the affected areas. If the Developer does not remove
the soil within 72 hours, the City may cause the soil to be
removed either by contract or City forces and place the soil
within the Addition at the contractor's expense. All fees
owed to the City will be collected prior to acceptance of the
Addition.
b. After construction of the Addition and prior to acceptance by
the City, the Developer agrees to have a permanent erosion
control plan prepared and approved by the Director of Public
Works and have the plan installed and working, effectively,
in the opinion of the Director of Public Works. This erosion
control will prevent soil erosion from the newly created
Southlake Town Square Phase IV, Grand Avenue District Page 7 of 20
lot/lots from washing into street rights of way, drainage ways
or other private property.
G. AMENITIES
It is understood by and between the City and Developer that the Addition
may incorporate a number of unique amenities and aesthetic
improvements such as ponds, aesthetic lakes, unique landscaping, walls,
and may incorporate specialty signage and accessory facilities. The
Developer agrees to accept responsibility for the construction and
maintenance of all such aesthetic or specialty items, including, but not
limited to the street trees and landscaping and plantings within the right-of-
way, walls, vegetation, signage, landscaping, street furniture, pond and
lake improvements and ensure that such responsibility is turned over to a
property owners' association or the City pursuant to Section H of this
Agreement.
H. USE OF PUBLIC RIGHT-OF-WAY
It is understood by and between the City and Developer that the
Developer may provide unique amenities within public right-of-way, such
as landscaping, irrigation, lighting, etc., for the enhancement of the
Addition. The Developer agrees to maintain these amenities until the
right-of-way on which they are located is dedicated to and accepted by the
City. The Developer understands that the City shall not be responsible for
the replacement of amenities turned over to a homeowners association
under any circumstances and further agrees to indemnify and hold
harmless the City from any and all damages, loss or liability of any kind
whatsoever by reason of injury to property or third person occasioned by
its use of the public right-of-way with regard to improvements turned over
to an association and for improvements to be turned over to the City, until
the City accepts such improvements, and the Developer shall, at his own
cost and expense, defend and protect the City against all such claims and
demands.
START OF CONSTRUCTION
Before the construction of the water, sewer, streets or drainage facilities
can begin, the Developer must comply with the following:
Approved payment and performance bonds must be submitted to
the City in the name of the City prior to commencement of any
work;
Southlake Town Square Phase IV, Grand Avenue District Page 8 of 20
2. At least six (6) sets of construction plans to be stamped "Released
for Construction" by the Director of Public Works must be
submitted.
3. All fees required to be paid to the City.
4. The Developer Agreement and Parking Agreement between the
Developer and the City must be executed.
5. The Developer, or Developer's Contractor, should the Developer
desire, shall furnish to the City policies or proof of insurance,
naming the City as co-insured, which must meet the Requirement
of Contractor's Insurance, attached hereto as Exhibit B and
incorporated herein.
6. A Pre -Construction Meeting to be held with all Contractors, major
Sub -Contractors, Utilities and appropriate Government Agencies.
7. Before construction of the Parking Garages may commence,
Developer must satisfy these conditions, together with the
conditions in Section IV. hereof.
III. MISCELLANEOUS GENERAL PROVISIONS
A. INDEMNIFICATION
DEVELOPER COVENANTS AND AGREES TO INDEMNIFY AND DOES
HEREBY INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS
OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND
AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY
DAMAGE OR LOSS AND/OR PERSONAL INJURY, INCLUDING
DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, (INCLUDING,
WITHOUT LIMITATION, REASONABLE FEES AND EXPENSES OF
ATTORNEYS, EXPERT WITNESSES AND OTHER CONSULTANTS),
ARISING OUT OF OR IN CONNECTION WITH, DIRECTLY OR
INDIRECTLY, THE CONSTRUCTION, MAINTENANCE, OCCUPANCY,
USE, EXISTENCE OR LOCATION OF SAID IMPROVEMENT OR
IMPROVEMENTS, AND SHALL FURTHER BE LIABLE FOR INJURY
OR DAMAGE TO CITY PROPERTY, ARISING OUT OF OR IN
CONNECTION WITH ANY AND ALL ACTS OR OMISSIONS OF
DEVELOPER, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS, SUBCONTRACTORS, LICENSEES, INVITEES OR
TRESPASSERS.
Southlake Town Square Phase IV, Grand Avenue District Page 9 of 20
DEVELOPER AGREES TO INDEMNIFY THE CITY, ITS OFFICERS AND
EMPLOYEES FOR ANY DAMAGES, CLAIMS OR LIABILITIES
ARISING FROM THE NEGLIGENT ACT OR OMISSION, OR OF THE
CONCURRENT NEGLIGENT ACT OR OMISSION, OF THE CITY, ITS
OFFICERS AND EMPLOYEES; provided that Developer's obligation
under this subsection and subsection C below shall survive the term of
this Agreement.
B. Venue of any action brought hereunder shall be in Fort Worth, Tarrant
County, Texas.
C. Approval by the Director of Public Works or other City employee of any
plans, designs or specifications submitted by the Developer pursuant to
this Agreement shall not constitute or be deemed to be a release of the
responsibility and liability of the Developer, his engineer, employees,
officers or agents for the accuracy and competency of their design and
specifications. Such approval shall not be deemed to be an assumption of
such responsibility and liability by the City for any defect in the design and
specifications prepared by the consulting engineer, his officers, agents,
servants or employees, it being the intent of the parties that approval by
the Director of Public Works signifies the City's approval on only the
general design concept of the improvements to be constructed. In this
connection, the Developer shall for a period of ten years after the
acceptance by the City of the completed construction project, indemnify
and hold harmless the City, its officers, agents, servants and employees,
from any loss, damage, liability or expense on account of damage to
property and injuries, including death, to any and all persons which may
arise out of any defect, deficiency or negligence of the engineer's designs
and specifications incorporated into any improvements constructed in
accordance therewith, and the Developer shall defend at his own expense
any suits or other proceedings brought against the City, its officers,
agents, servants or employees, or any of them, on account thereof, to pay
all expenses and satisfy all judgments which may be incurred by or
rendered against them or any of them in connection with herewith.
D. This Developer may not assign this Agreement or any part herein, or any
interest herein, without the express written consent of the City Manager.
No assignment shall be effective unless the City Manager executes an
assignment which provides that the Developer shall continue to be
responsible for the covenants herein and the assignee also accepts
responsibility for complying with the Agreement.
E. On all facilities included in this Agreement for which the Developer awards
his or her own construction contract, the Developer agrees to employ a
construction contractor who is approved by the City, and whose approval
shall not be unreasonably withheld or delayed, said contractor to meet
Southlake Town Square Phase IV, Grand Avenue District Page 10 of 20
City and statutory requirements for being insured, licensed and bonded to
do work in public projects and to be qualified in all respects to bid on
public projects and to be qualified in all respects to bid on public projects
of a similar nature.
F. Work performed under the Agreement shall be completed within two (2)
years from the date thereof. In the event the work is not completed within
the two (2) year period, the City may, at its election, draw down on the
performance bond, letter of credit or other security provided by Developer
and complete such work at Developer's expense; provided, however, that
if the construction under this Agreement shall have started within the two
2) year period, the City may agree to renew the Agreement with such
renewed Agreement to be in compliance with the City policies in effect at
that time.
G. Prior to final acceptance of the Addition, the Developer shall provide to the
City three (3) copies of Record Drawings of the Addition, showing the
facilities as actually constructed. Such drawings will be stamped and
signed by a registered professional civil engineer. In addition, the
Developer shall provide electronic files showing the grading plan and
drainage area map; the plan and profile of the sanitary sewer, storm drain,
roadway and waterline; all lot lines, and tie in to the state Plane
Coordinate System.
IV. OTHER ISSUES
A. OFF-SITE DRAINAGE
Developer shall design on-site storm water systems within the capacity of
the downstream drainage facilities, and consistent with the approved
Development Site Plan, Ordinance No. 605 and no adverse impact on fully
developed receiving stream. Developer shall assume full responsibility for
providing engineering calculations and modeling to satisfy all inquiries. All
detention structure(s) must be constructed to serve the portion of facility in
this agreement.
B. OFF-SITE SEWER AND WATER
Due to the drainage improvements, Developer intends to make on-site
drainage. There are no off-site drainage or off-site water structures
required for Phase IV, The Grand Avenue District, except as shown on the
approved Development Site Plan and/or plans and specifications
approved by the City. Requirement for off-site improvement may be
necessitated by impact of quantity and level of storm water on receiving
fully developed streams.
Southlake Town Square Phase IV, Grand Avenue District Page 11 of 20
C. PARK FEES
Park dedication requirements applicable to Phase IV, The Grand
Avenue District, are 0.6359 acres, based upon the development of
31.798 acres of additional land (district is 41.35 acres total, which
includes 9.552 acres of existing development). Cooper and
Stebbins, the developer of adjacent Town Square improvements,
has a credit of 1.8466 acres from prior development. Cooper and
Stebbins, by execution of this Agreement, agrees to apply 0.6359
acres of this credit to satisfy Developer's requirements for
dedication for this Addition. The City agrees that Cooper and
Stebbins may carry the remaining 1.2107 acres and the 3.5430
acres of park development within Grand Avenue, for a total of
4.7537 acres, forward to future Town Square developments as a
credit.
2. Developer agrees that no construction will commence on the parks
until the Parks Board and the City Council have approved the
proposed park design and proposed improvements. The design
and construction costs of any improvements required to be
constructed to satisfy requirements for on-site and off-site drainage
shall not be permitted to be considered, for any purpose, including
the TIF Development Agreement, as Project Costs for the parks.
D. PARKING GARAGES
On or before the date the City executes this Agreement, Developer
shall submit design plans, including architectural and engineering
plans and specifications, for the two parking garages Developer
intends to construct.
2. The City shall at Developer's expense contract with a registered
professional engineer (the "Project Design Engineer") to peer
review the plans at 25% and 95% completion milestones. All
comments or recommendations concerning the plans shall be
implemented to the satisfaction of the City Director of Public Works
or his designee. No construction shall commence until City has
released the final contract plans and specifications.
3. Once the City has released the plans and has approved a plan for
temporary parking for the other phases of the Town Square
Addition, and the City has retained a project design engineer, at
Developer's expense, Developer may commence construction of
one or both garages.
Southlake Town Square Phase IV, Grand Avenue District Page 12 of 20
4. The Project Design Engineer shall make visits to the project site
frequent enough to certify at completion, that the parking garage
structures were constructed in full compliance with the contract
documents. At Developer's cost, the City shall hire the services of
a Construction Inspection Team approved by the City to manage
and inspect the construction on a daily basis.
5. After project completion, the Project Design Engineer shall submit a
written operational phase study to the City Director of Public Works,
to address proper use of the facility in connection with matters like
operating speed, ingress and egress, safety issues and any other
recommendations for successful use of the parking garages.
6. City shall not accept the improvements or issue a certificate of
occupancy until the Developer has paid the cost of the peer review,
inspection and design and construction management services.
E. FINANCIAL CONSIDERATIONS
This City's participation in the funding of public improvements for the
Addition is governed by the TI F Development Agreement, approved by the
City Council under separate TIF agreement by Resolution No. 04-074 on
November 16, 2004. A copy of this Agreement is attached hereto as
Exhibit C and incorporated by reference herein.
F. TREE PRESERVATION ORDINANCE
All construction activities shall comply with the current Tree
Preservation Ordinance requirements and as may be amended by
the City Council. Such conditions include, but are not limited to,
proper posting of tree protection warning signs and tree protective
fencing to be maintained throughout the duration of the project.
2. The Developer acknowledges and agrees that:
a. protected trees removed from the site shall be mitigated as
required in the Tree Preservation Ordinance;
b. the final mitigation requirements shall be determined by the
Landscape Administrator based upon actual removal;
C. Developer shall be allowed to mitigate the trees through tree
replacement to the extent possible; provided, however, such
replacement of trees shall be located within Town Square as
approved by the City's Landscape Administrator, and shall
not include credit for any trees otherwise required or
Southlake Town Square Phase IV, Grand Avenue District Page 13 of 20
previously planned to be planted as part of the City's
landscape requirements, bufferyard requirements, street tree
plantings, or similar regulations, including the approved site
plan;
d. Developer shall plant the mitigation trees prior to the
issuance of the first certificate of occupancy, or to post a
bond as provided by the Tree Preservation Ordinance 585-
B, to have all of the plantings completed within 180 days of
the issuance of the first certificate of occupancy or to pay the
designated amount of mitigation fees into the Reforestation
Fund, as outlined by the Tree Preservation Ordinance, within
the same time period.
3. Nothing contained herein is intended to conflict with Site Plan for
Southlake Town Square, Phase IV, Grand Avenue District, Case
No. ZA04-067, as previously approved by City Council,
incorporating Tree Preservation Analysis dated September 23,
2004.
SIGNED AND EFFECTIVE on the date last set forth below.
Southlake Town Square Phase IV, Grand Avenue District Page 14 of 20
CITY OF SOUTHLAKE, TEXAS
Andy Wambsganss, Mayor
ATTEST:
By: o,
Lori Farwell, City Secretary
I
STATE OF re -#G
COUNTY OF -74-WaA,
SLTS GRAND AVENUE, L.P.,
a Texas limited partnership
By: SLTS Grand Avenue Genpar, L.L.C.,
a Texas limited liability company, its
general partner
By: Cooper& Stebbins, L.P.,
O.M1118," a Texas limited partnership, its
ember
0
A
M z
7
By: CS Town Centers, LLC,
a Texas limited liability
company, its general
partner
By:
Brian'eStebbins,
Managing Member
On &Xh 12, ay -A , before me, A. &z* -s , Notary Public, personally
appeared Brian R. Stebbins, personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me
that he executed the same in his authorized capacity, and that by his signature on the instrument, the
person, or the entity upon behalf of which the person acted, executed the instrument.
Lhzd6yn4-
WITNESS my hand and official seal.
Notary Public
My commission expires: /0 -2 -Ob
A.
C)*
SQ% A
0 y.WTE
I1101811,11110%
Southlake Town Square Phase IV, Grand Avenue District Page 15 of 20
EXHIBIT A - REQUIREMENTS FOR IRREVOCABLE LETTER OF CREDIT
The Letter of Credit must have a duration of at least one year.
2. The Letter of Credit may be substituted for utility security deposits exceeding
10,000.00. The City reserves the right to specify the face amount of the letter of
credit.
3. The Letter of Credit must be issued by a FDIC insured bank in a form acceptable
to the City of Southlake. The City reserves the right to approve/disapprove the
bank issuing the Letter of Credit.
4. The Letter of Credit must be issued by a bank that has a minimum capital ratio of
six (6%) percent, and has been profitable for each of the last two consecutive
years.
5. The customer must provide the City with supporting financial information on the
bank to allow the City to ascertain requirements are met. Suitable financial
information would be the previous two (2) years December 31 Call Reports
submitted to the FDIC and audited financial statements.
6. Partial drawings against Letters of Credit must be permitted.
7. The City must be able to draft on sight with proof of amount owed.
8. The customer pays any and all fees associated with obtaining Letter of Credit.
9. Expiring Letter of Credit must be replaced by substitute Letters of Credit at least
30 days prior to the expiration date on the Letter of Credit held by the City.
Southlake Town Square Phase IV, Grand Avenue District Page 16 of 20
l
EXHIBIT "B" j REQUIREMENTS FOR DEVELOPER'S CONTRACTOR'S INSURANCE
Contractor's Insurance
A. Without limiting any of the other obligations or liabilities of the Developer, the Developer,
or the Developer's contractor, (hereinafter called "Contractor") during the term of the Agreement, shall
purchase and maintain the following minimum insurance coverages with companies duly approved to do
business in the State of Texas and satisfactory to the City. In this Agreement, "Project" shall mean the
public improvements to be constructed, pursuant to the Developer's Agreement, by Developer or by a
Contractor under Developer's contract with a Contractor. "Developer" shall mean Developer; if Developer
has contract with a Contractor to construct the public improvements, the Contractor may submit the proof
of insurance coverages required herein. Coverages shall be of the following types and not less than the
specified amounts:
1. Workers' compensation as required by Texas law, with the policy endorsed to provide a
waiver of subrogation as to the City; employer's liability insurance of not less than the minimum statutory
amounts.
2. Commercial general liability insurance, including premises- operations; independent
contractor's liability, completed operations and contractual liability covering, but not limited to, the liability
assumed under the indemnification provisions of this Contract, fully insuring Contractor's (or
subcontractor's) liability for injury to or death of City's employees and third parties, extended to include
personal injury liability coverage with damage to property of third parties, broad form property damage,
with minimum limits as set forth below:
General Aggregate ..................... $2,000,000
Bodily Injury $1,000,000 Each Occurrence
Property Damage $1,000,000 Each Occurrence
Products—Components/Operations Aggregate. $1,000,000
Personal and Advertising Injury ............ $1,000,000
nth Employment Exclusion deleted)
Each Occurrence ...................... $1,000,000
Contractual Liability:
Bodily Injury $1,000,000 each occurrence
Property Damage $1,000,000 each occurrence
The policy shall include coverage extended to apply to completed operations, asbestos hazards
if this project involves work with asbestos) and ECU (explosion, collapse and underground) hazards.
The completed operations coverage must be maintained for a minimum of one year after final completion
and acceptance of the work, with evidence of same filed with City.
3. Comprehensive automobile and truck liability insurance, covering owned, hired and non -
owned vehicles, with a combined bodily injury and property damage minimum limit of $1,000,000 per
occurrence; or separate limits of $500,000 for bodily injury (per person), and $500,000 for property
damage. Such insurance shall include coverage for loading and unloading hazards.
4. Property Insurance (Builder's All Risk)
a. Developer shall purchase and maintain, or require its contractor to purchase and
maintain, at all times during the term of its Contract with the Developer, property insurance written on a
builder's risk "ail -risk" or equivalent policy form in the amount of the initial contract price, plus value of
subsequent contract modifications and cost of materials supplied or installed by others, comprising total
Southlake Town Square Phase IV, Grand Avenue District Page 17 of 20
value for the entire Project at the site on a replacement cost basis without optional deductibles. Such
property insurance shall be maintained, unless otherwise in writing by all persons and entities who are
beneficiaries of such insurance, until final payment has been made, or until no person or entity other than
the City has an insurable interest in the property required by this paragraph to be covered, whichever is
later. This insurance shall include interests of the City, the Contractor, subcontractors and sub -
subcontractors in the Project.
b. Property insurance shall be on an "all-risk" or equivalent policy form and shall
include, without limitation, insurance against the perils of fire (with extended coverage) and physical loss
or damage including, without duplication of coverage, theft, vandalism, malicious mischief, collapse,
earthquake, flood, windstorm, falsework, testing and startup, temporary buildings and debris removal
including demolition occasioned by enforcement of any applicable legal requirements, and shall cover
reasonable compensation for Contractor's services and expenses required as a result of such insured
loss.
C. If the insurance required by this paragraph requires deductibles, the Developer
shall pay costs not covered because of such deductibles.
d. This property insurance shall cover portions of the work stored off the site, and
also portions of the work in transit.
e. Owner's Protective Liability Insurance:
i) Developer, or Developer's Contractor shall obtain, pay for and maintain
at all times during the prosecution of the work under the contract between the Contractor and the
Developer, an Owner's protective liability insurance policy naming the City as insured for property
damage and bodily injury, which may arise in the prosecution of the work or Contractor's operations
under the contract.
ii) Coverage shall be on an "occurrence" basis, and the policy shall be
issued by the same insurance company that carries the Developer or Contractor's liability insurance with
a combined bodily injury and property damage minimum limit of $1,000,000 per occurrence.
f. "Umbrella" Liability Insurance: Developer shall obtain, pay for and maintain
umbrella liability insurance during the term of the Contract between the Contractor and the Developer,
insuring Contractor for an amount of not less than $5,000,000 per occurrence combined limit for bodily
injury and property damage that follows form and applies in excess of the primary liability coverages
required herein above. The policy shall provide "drop down" coverage where underlying primary
insurance coverage limits are insufficient or exhausted.
II. Policy Endorsements
A. Each insurance policy to be furnished by Developer under this Agreement shall include
the following conditions by endorsement to the policy:
name the City as an additional insured as to all applicable policies;
2. each policy shall require that 30 days prior to cancellation, non -renewal or any
material change in coverage, a notice thereof shall be given to City by certified mail. If the policy is
canceled for nonpayment of premium, only 10 days written notice to City is required;
3. the term "City" shall include all authorities, boards, bureaus, commissions,
divisions, departments and offices of the City and individual members, employees and agents thereof in
their official capacities, and/or while acting on behalf of the City;
Southlake Town Square Phase IV, Grand Avenue District Page 18 of 20
4. the policy phrase "other insurance" shall not apply to the City where the City is an
additional insured onthe policy.
Ui Special Conditions
A. insurance furnished by the Developer shall be in accordance with the following
requirements:
p y m aUr|im o .s
deemed inconsistent wdh 'ainbyntoftheinaunsncmraquirementahmbefuUUUedbyDeva|#pmr.ThoCity'o
decision thereon shall be final;
2. all policies are to be written through companies duly licensed totransact that
class :finsurance inthe State ofTexas; and
3. all liability policies required herein shall bewritten with an^occurrenoe^ basis
coverage trigger.
B. Developer agrees to the following:
1 . Developer waives subrogation rights for loss or damage against the City and
agrees to include this provision in its contract With its contractors. Insurers shall have no right of recovery
or subrogation against the City, it being the intention that the insurance policies shall protect all parties to
the contract and be primary coverage for all losses covered by the policies;
2. Companies issuing the insurance policies and Developer shall have no recourse
against the City for payment of any premiums orassessments for any daduubbleo, as all such premiums
and deductibles are the sderesponsibility and risk ofthe Developer;
3. Approval, disapproval or failure to act by the City regarding any insurance
supplied by the Developer shall not relieve the Developer of full responsibility or liability for damages and
accidents as set forth in this Agreement. Neither shall bankruptcy, insolvency or denial of liability by the
insurance company exonerate the Developer from liability;
4. Deductible limits oninsurance policies exceeding *10.D0Orequire approval of the
City;
5. Any ofsuch insurance policies required under this section be written in
combination with any of the others, xvhave legally permitted, but none of the specified limits may be
lowered thereby;
G. Developer shall require its Contractor to provide noticeof any actual orpotential
claim or litigation that would affect required insurance coverages to the City in a timely manner;
7. Developer agrees to require its Contractor to either require its Subcontractors to
maintain the aoma insurance coverage and limits as specified for the Developer or coverage of
Subcontractors shall beprovided bythe Contractor; and
8. Prior to the effective date of cancellation of any policy. Developer shall deliver to
the City areplacement certificate ofinsurance orproof ofreinstatement.
aoutmake Town Square Phase IV, Grand Avenue District Page 19of 20
EHXIBIT C - DEVELOPMENT AGREEMENT
Southlake Town Square Phase IV, Grand Avenue District Page 20 of 20
DEVELOPMENT AGREEMENT
WITH SILTS GRAND AVENUE, L.P. FOR PUBLIC IMPROVEMENTS TO PROPERTY
WITHIN REINVESTMENT ZONE NUMBER ONE, CITY OF SOUTHLAKE
THIS DEVELOPMENT AGREEMENT ("Agreement') is entered into by and between
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"), and SLTS Grand Avenue, L.P.,
a Texas Limited Partnership (hereinafter called "Partnership").
WITNESSETH:
WHEREAS, City recognizes the importance of its continued role in local economic
development; and
WHEREAS, in accordance with the provisions of the Tax Increment Financing Act,
V.T.C.A. Tax Code, Chapter 311 (the "Act'), on September 23, 1997, the Southlake City
Council approved Ordinance No. 682, creating, establishing and designating "Reinvestment
Zone Number One, City of Southlake" (hereinafter called the "TIF District'); and
WHEREAS, Partnership has acquired certain real property situated within the TIF
District and intends to develop the property for use as "high quality, first class" retail and
office buildings, a hotel and a movie theatre, together with ancillary areas and
improvements; and
WHEREAS, the Act authorizes the expenditure of funds derived within a
reinvestment zone, whether from bond proceeds or other funds, for the payment of
expenditures made or estimated to be made and monetary obligations incurred or
estimated to be incurred by a municipality consistent with the project plan of the
reinvestment zone, which expenditures and monetary obligations constitute project costs,
as defined in the Act; and
WHEREAS, on August 17, 1999, after approval of the Board, the Southlake City
Council approved Ordinance No. 752 approving the Amended Tax Increment Reinvestment
Zone Project Plan (herein so called), and the Financing Plan (herein so called); and
WHEREAS, pursuant to resolution adopted , 2005, the Board
authorized the execution of this Agreement for the construction of public improvements in
accordance with the approved Project Plan and Financing Plan, and authorizing
reimbursement to Partnership from ad valorem taxes collected for the Grand Avenue
Property for the taxing units participating in the TIF and deposited into the Tax Increment
Fund, and for Southlake ad valorem taxes collected for business personal property within
the Grand Avenue Property Improvements, forthe construction of the Public Improvements
under the conditions set forth herein; and
DEVELOPMENT AGREEMENT — SLTS-GRAND AVENUE, L.P.; CITY OF SOUTHLAKE, TEXAS
W:\Southlake\Agreements\EDC Agreements\GrandAvenue Development.030205.Finalmpd Page 1 of 17
WHEREAS, pursuant to Resolution No. 05-013, the City Council authorized the
execution of this Agreement for the construction of public improvements in accordance
with the approved Project Plan and Financing Plan, and authorizing reimbursement to
Partnership from the Tax Increment Fund for the construction of the public improvements
under the conditions set forth herein; and
WHEREAS, the Public Improvements to be constructed within the Grand Avenue
Property, as defined in Section 1 below, which is situated within the TIF District boundaries,
as set forth in this Agreement, are consistent with encouraging development of the TIF
District and Reinvestment Zone in accordance with the purposes for its creation and are
in compliance with the ordinance creating such reinvestment zone adopted by the City and
all applicable laws; and
WHEREAS, Partnership and City have agreed that following completion of the Public
Improvements, and upon Partnership's compliance with the provisions of this Agreement,
the City shall acquire, and the Partnership shall convey the Public Improvements to the
City, and City shall reimburse the Partnership in the manner contemplated by the Act; and
WHEREAS, the reimbursement of funds advanced by Partnership for the cost of
making Public Improvements as contemplated herein is consistent with and described in
the Project Plan and Financing Plan;
NOW, THEREFORE, in consideration of the mutual covenants and obligations
herein, the parties agree as follows:
SECTION 1. DEFINITIONS
In this Agreement, the following words shall have the following meanings ascribed
to them:
AFFILIATED ENTITY — any person, firm, corporation, partnership or other entity
owned, controlled or managed in whole or in part, by any person, firm, corporation,
partnership or other entity, or any principal or shareholder in any such entity, excluding a
taxing entity, with an interest in any of the real property located in the Reinvestment Zone.
APPROVED PROJECT COSTS — the following costs incurred by Partnership in the
design and construction of the Public Improvements: architectural and engineering fees,
surveying fees, construction labor, construction materials and building materials and
supplies. It does not include any cost incurred from goods or services provided by an
Affiliated Entity, legal fees, or construction management fees or project management fees.
ECONOMIC DEVELOPMENT AGREEMENT—the Economic Development Program
Agreement entered between Partnership and City pursuant to §380.001 of the Texas Local
Gov't Code executed on even date herewith, and attached as Exhibit "A."
DEVELOPMENT AGREEMENT - SLTS-GRAND AVENUE, L.P.; CITY OF SOUTHLAKE, TEXAS
W:\Southlake\Agreements\EDC Agreements\GrandAvenue Development. 030205.Final.wpd Page 2 of 17
EVENT OF BANKRUPTCY OR INSOLVENCY — the dissolution or termination of
Partnership's existence as a going business, insolvency, appointment of received for any
part of Partnership's property and such appointment is not terminated within 60 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 Partnership and such proceeding is not dismissed within 60 days after the filing
thereof.
GRAND AVENUE PROPERTY — the property, consisting of 41.350 acres, upon
which the Real and Personal Property Improvements will be constructed, as described in
Exhibit "B", attached hereto and incorporated herein.
GRAND AVENUE PROPERTY IMPROVEMENTS — the real and personal property
improvements, including retail and office buildings, hotel building and movie theater building
to be constructed on the Grand Avenue Property. It does not include the Public
Improvements.
HIGH QUALITY, FIRST CLASS—development which is in conformance with the site
plan approved by, or to be approved by the City Council of City for the development and
consistent with Town Square operations as of the date of execution of this Agreement.
PARKING GARAGE WEST PROPERTY—the property upon which Parking Garage
West is to be constructed, as delineated on Exhibit "D", attached hereto and incorporated
herein.
PARKING GARAGE EAST PROPERTY—the property upon which Parking Garage
East is to be constructed, as delineated on Exhibit "E", attached hereto and incorporated
herein.
PARKING GARAGE PROPERTY OPERATING AGREEMENT — the agreement
between the Partnership and the City delineating the rights, responsibilities and restrictions
regarding the operation of the Parking Garage Properties, as attached hereto as Exhibit "I".
PARKING GARAGE PROPERTY —the property upon which Parking Garage West
and Parking Garage East are to be constructed, together with the Parking Garages, as
delineated on Exhibits "D" and "E", attached hereto and incorporated herein.
PROJECT PLAN AND FINANCING PLAN or PROJECT PLAN — the project and
financing plan approved by Ordinance No. 752 of the City of Southlake.
PUBLIC IMPROVEMENT PROPERTY - the property upon which the Public
Improvements, including the Parking Garages, are to be constructed, as described in
Exhibit "C".
DEVELOPMENT AGREEMENT - SLTS-GRAND AVENUE, L.P.; CITY OF SOUTHLAKE, TEXAS
W:\Southlake\Agreements\EDC Agreements\GrandAvenue Development.030205.Finalmpd Page 3 of 17
PUBLIC IMPROVEMENTS — the parks and Parking Garages to be constructed on
the Public Improvement Property as depicted and described on Exhibit "C" attached hereto
and incorporated herein, as well as the streets, sidewalks, water, wastewater and
stormwater improvements Partnership is required to construct for the development of the
Grand Avenue Property.
REIMBURSABLE PROJECT COSTS — the total amount to be paid by the City for
the Public Improvements acquired from the Partnership.
TAX INCREMENT FUND or TIF — the Tax Increment Fund of the Southlake
Reinvestment Zone No. 1.
TIF DISTRICT — the property within Southlake Reinvestment Zone No. 1.
UNDER CONSTRUCTION — construction in which the following conditions have
been met: building permits have been issued, the foundation has been poured and vertical
construction is occurring, i.e., walls have been erected and construction is proceeding
continuously.
SECTION 2. PARTNERSHIP'S OBLIGATIONS
A. In conjunction with the long-term development plan for the TIF District, as
described in the Project Plan, Partnership agrees to design and construct certain Public
Improvements, including streets, utility improvements and the Parking Garages and the
parks within the Grand Avenue Property. A description of the Project is contained in the
approved Project Plan and Financing Plan. The Project is located entirely within the limits
of the City and within the TIF District and all Public Improvements shall be constructed
within Public Improvement Property, existing orfuture public property, public rights-of-way,
or easements.
B. Partnership shall submit to the City for its review and approval plans for the
design of the following:
1. the Public Improvements to be constructed within the Public
Improvements Property; and
2. the theater planned to be constructed within the Grand Avenue
Property.
C. Partnership shall not be entitled to payment unless the City Council has
approved the design and plans for the Public Improvements described in Subsection B.
1 and 2 above and the plat depicting the streets and sidewalks and the City has accepted
the conveyance of the parks, streets, sidewalks, water, wastewater and stormwater
improvements, and issued a certificate of occupancy for the Parking Garages, and the
other requirements for payment are satisfied.
DEVELOPMENT AGREEMENT - SLTS-GRAND AVENUE, L.P.; CITY OF SOUTHLAKE, TEXAS
W:\Southlake\Agreements\EDC Agreements\GrandAvenue Development.030205.Final.wpd Page 4 of 17
D. Before the final plat is recorded, Partnership shall:
1. construct and dedicate the infrastructure and right-of-way and
easements required by the City's Ordinances, including but not limited to streets and
sidewalks, water, wastewater and stormwater improvements and dedicate the streets to
the City by general warranty deed in the form attached as Exhibit "H", and
2. construct the proposed parks in accordance with the design approved
by the City and in compliance with all applicable ordinances, and dedicate the same to the
City by general warranty deed in the form attached as Exhibit "G".
E. Partnership agrees that the City's specifications for public and private
improvements are minimum standards only and Partnership shall retain an engineer for
purposes of review of City specifications. If, in the engineer's opinion, additional technical
design requirements, in addition to the City specifications, are required to design the Public
Improvements sufficient for local conditions, Partnership will include such design
requirements in the specifications forthe Public Improvements. The City shall be expressly
named as an intended third party beneficiary in the contract between the Partnership and
the engineer.
F. Partnership shall design and construct all improvements on the Grand
Avenue Property so as to comprise a high quality, first class retail and office development,
including a high quality first class hotel and theater, and such other uses as City may
approve over time. The hotel shall be constructed to include at a minimum, 250 rooms and
the following amenities:
1. a full service restaurant;
2. a downtown service bar;
3. a swimming pool with jacuzzi;
4. a conference center of a size of at least 15,000 square feet;
5. a spa;
6. a workout facility; and
7. such other amenities as are required in order to obtain a franchise to
operate a hotel under the "Hilton" Hotels brand.
G. Before City becomes obligated to make payment to Partnership as set forth
herein:
Partnership shall:
a. be in compliance with the terms and conditions of this
Agreement;
b. be in compliance with the Economic Development Agreement;
and
DEVELOPMENT AGREEMENT — SLTS-GRAND AVENUE, L.P.; CITY OF SOUTHLAKE, TEXAS
W:\Southlake\Agreements\EDC Agreements\GrandAvenue Development.0302051inaimpd Page 5 of 17
C. convey the:
1) Parking Garage Properties to the City in accordance
with the provisions of Section H. below;
2) streets to the City by general warranty deed in the form
as attached hereto as Exhibit "H";
3) parks to the City by general warranty deed in the form
as attached hereto as Exhibit "G"; and
d. have caused all necessary parties, save Tarrant County to
have executed and recorded in the Real Property Records of Tarrant County the Parking
Garage Property Operating Agreement;
2. the Southlake Town Square Association or its successor shall have
executed and recorded deed restrictions regarding parking in the Parking Garages, with
such consents as are required by any lenders or owners, as are contained in the Parking
Garages Operating Agreement and which shall be binding upon the owners and occupants
of each parcel of land located in any phase of the Town Square Addition; and
3. Tarrant County shall have executed and recorded its consent to the
termination of its rights pursuant to the Irrevocable Parking License, Maintenance and
Operation Agreement filed in Volume 17206, page 198 of the Tarrant County Real Property
Records;
In the event Partnership is entitled to payment, City shall pay the Partnership an amount
as determined in Section 3. In no event shall the City's payment hereunder exceed
7,500,000.
H. Partnership shall convey the Parking Garage Property to the City by Special
Warranty Deed, in the form as attached hereto as Exhibit "F", conveying good and
marketable title in fee simple to the Parking Garage Property, free and clear of any and all
liens, encumbrances, conditions, assessments, and restrictions other than as provided in
this Section. At the time of the conveyance, Partnership shall deliver to City:
1. at Partnership's sole expense, a Texas Owner's Title Policy, issued by
Rattikin Title Company, 201 Main Street, Suite 800, Fort Worth, Texas 76102 in the amount
of $13,000,000, insuring the City's fee simple title to the Parking Garage Property, subject
only to those title exceptions listed in this Section, if any, such other exceptions as may be
approved in writing by City, provided, however: (a) the boundary and survey exceptions
shall be deleted; (b) the exception as to restrictive covenants shall be endorsed "None of
Record"; and the exception as to the lien for taxes shall be limited to the year of closing and
shall be endorsed "Not Yet Due and Payable";
DEVELOPMENT AGREEMENT - SLTS-GRAND AVENUE, L.P.; CITY OF SOUTHLAKE, TEXAS
W:\Southlake\Agreements\EDC Agreements\GrandAvenue Development. 030205.Final.wpd Page 6 of 17
2. 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;
3. an assignment of all contractors' warranties, if any, and all
performance and payment bonds; and
4. funds in an amount as determined by the City's Director of Finance
sufficient to pay roll -back ad valorem taxes from all taxing units which will become due on
the Grand Avenue Property, including the property upon which the Public Improvements
are to be constructed, due to the change of use from agricultural to nonagricultural use.
To the extent that all or a portion of such taxes have already been paid to the applicable
taxing entities as of the date of City's payment made under this Agreement, Partnership
shall be deemed to have satisfied this condition.
SECTION 3. CITY PARTICIPATION
A. Partnership shall:
1. submit, or cause to be submitted, plans and specifications for the
Public Improvements to the City for review and approval prior to the commencement of
construction thereof. Such plans and specifications and construction shall be in
conformance with the City of Southlake's design standards, any additional design
requirements recommended by Partnership's engineers and/or architects pursuant to
Section 2.E. above and all applicable ordinances;
2. construct the Public Improvements and all other improvements and
infrastructure required by City ordinances, and the Grand Avenue Property Improvements
within the Grand Avenue Property;
3. submit to City evidence of Approved Project Costs of (1) at least
1,000,000 for the construction of park and park improvements within the Grand Avenue
Property; and (ii) at least $6,500,000 for the streets, utility improvements and Parking
Garage West.
4. comply with all other conditions and obligations in this Agreement.
B. To determine the Approved Project Costs, City shall have the right to inspect
the site during construction, and to inspect, during the term of this Agreement, any and all
records of Partnership, Partnership's agents, employees, contractors or subcontractors and
shall have the right to require Partnership to submit any necessary information, documents,
invoices, receipts or other records relating to costs of the Public Improvements.
DEVELOPMENT AGREEMENT - SLTS-GRAND AVENUE, L.P.; CITY OF SOUTHLAKE, TEXAS
W:\Southlake\Agreements\EDC Agreements\GrandAvenue Development.030205.Final.vrpd Page 7 of 17
C. Provided that:
Partnership is in compliance with all terms and conditions of this
Agreement and
2. the Tarrant Appraisal District shall assess a value of at least
37,050,000 for the Grand Avenue Property Improvements on or before July 25, 2006 (this
date being subject to extension for a delay in receiving a certified assessment from Tarrant
Appraisal District for reasons beyond the Partnership's control), and
3. at least 360,000 square feet of buildings in the Grand Avenue Property,
are under construction on January 1, 2006, then Partnership shall be entitled to payment
from the City an amount calculated as follows (but in any event not more than $7,500,000):
Payment due Partnership =
assessed value
74,100,000
x $7,500,000
By way of example, if the assessed value for 2006 is $37,050,000, City shall
make payment to Partnership for Approved Project Costs in the amount of $3,750,000. In
the event that the Tarrant Appraisal District has not assessed a value of at least
37,050,000 for the Grand Avenue Property Improvements by this date, or 360,000 square
feet of buildings is not under construction, or Partnership is not in compliance with the
terms of this Agreement, Partnership shall not be entitled to receive a payment in 2006.
D. In the event that:
1. Partnership is entitled to receive and receives a partial payment in
2006, pursuant to Subsection C above, and
2. Partnership is in compliance with the terms and conditions of this
Agreement, and
3. the Tarrant Appraisal District shall assess a value of at least
74,100,000 for the Grand Avenue Property Improvements on or before July 25, 2007 (this
date being subject to extension for a delay in receiving a certified assessment from Tarrant
Appraisal District for reasons beyond the Partnership's control), then City shall make
payment to Partnership for Approved Project Costs in the amount of $7,500,000 less the
partial payment made in 2006. For example, if the assessed value in 2006 is $66,690,000,
pursuant to which City has made payment to Partnership in the amount of $6,750,000, and
the assessed value in 2007 is $75,000,000, City shall make a final payment to Partnership
for Approved Costs in the amount of $750,000 in 2007.
DEVELOPMENT AGREEMENT - SLTS-GRAND AVENUE, L.P.; CITY OF SOUTHLAKE, TEXAS
W:\Southlake\Agreements\EDC Agreements\GrandAvenue Development. 030205.Final.wpd Page 8 of 17
E. In the event:
1. Partnership is:
a. not entitled to receive a payment in 2006; and
b. is in compliance with all terms and conditions of
this Agreement; and
2. the Tarrant Appraisal District shall assess a value of at
least $37,050,000 for the Grand Avenue Property Improvements on or before July 25, 2007
this date being subject to extension for a delay in receipt of a certified assessment from
Tarrant Appraisal District for reasons beyond the Partnership's control), and
3. at least 360,000 square feet of buildings in the Grand
Avenue Property are under construction on January 1, 2007,
then Partnership shall be entitled to payment from the City of an amount
calculated as follows (but in any event not more than $6,520,000):
assessed value
Payment due Partnership =------------------------------------ x $6,520,000
74,100,000
F. In the event that:
1. Partnership:
a. did not qualify for payment in 2006 but qualified for and received
a payment in 2007, and
b. is in compliance with the terms and conditions of this
Agreement; and
2. the Tarrant Appraisal District shall assess a value of at least
74,100,000 for the Grand Avenue Property Improvements on or before July 25, 2008 (this
date being subject to extension for a delay in receipt of the certified assessment from
Tarrant Appraisal District for reasons beyond the Partnership's control), then City shall
make payment for Approved Project Costs to Partnership of $6,520,000 less the amount
of the City's payment in 2007.
G. In the event that:
1. Partnership did not qualify for payment in 2006 or 2007,
and:
DEVELOPMENT AGREEMENT — SLTS-GRAND AVENUE, L.P.; CITY OF SOUTHLAKE, TEXAS
W:\Southlake\Agreements\EDC Agreements\GrandAvenue Development. 030205.Final.wpd Page 9 of 17
2. Partnership is otherwise in compliance with the terms and conditions
of this Agreement; and
3. the Tarrant Appraisal District shall assess a value of at least
74,100,000 for the Grand Avenue Property Improvements on or before July 25, 2008 (this
date being subject to extension for a delay in receipt of the certified assessment from
Tarrant Appraisal District for reasons beyond the Partnership's control), then Partnership
shall be entitled to payment from the City of $5,570,000.
H. If the Tarrant Appraisal District does not assess a value of at least
74,100,000 for the Grand Avenue Property Improvements on or before July 25, 2008 (this
date being subject to extension for a delay in receipt of the assessment from Tarrant
Appraisal District for reasons beyond the Partnership's control), Partnership shall not be
entitled to receive a payment or, if payment was made in 2007, a further payment for
Approved Project Costs, and this Agreement shall terminate without further action by either
party and City shall have no obligation to make any payments to Partnership under this
Agreement. Partnership shall not be required to repay the City for any payment made
hereunder.
I. If Partnership shall satisfy the requirements for payment of the Approved
Project Costs, City shall make payment to Partnership on or before October 31 of the year
in which Partnership becomes entitled to such payment (this date being subject to
extension for a delay in receipt of the assessment from Tarrant Appraisal District for
reasons beyond the control of either party). Nothing in this Agreement shall require City
to approve payment to Partnership from any source other than the Tax Increment Fund.
This Agreement in no way obligates the General Fund or any other funds of the City.
J. City hereby declares that the reimbursement procedure outlined above is
necessary to implement the Project Plan.
SECTION 4. TERM
The term of this Agreement shall begin on the effective date, as provided in Section
13 hereof and shall terminate upon the earlier of: (a) the complete performance of all
obligations and conditions precedent by parties to this Agreement; or (b) the date of the
City's receipt of the Tarrant County Appraisal District Tax Roll for 2008 which does not
assess a value of at least $74,100,000 for the Grand Avenue Property Improvements; or
c) upon the City's termination of this Agreement pursuant to Section 6 hereof.
SECTION 5. AUTHORITY; COMPLIANCE WITH LAW
A. Partnership hereby represents and warrants to the City that:
1. Partnership has full lawful right, power and authority to execute and
deliver and perform the terms and obligations of this Agreement; and
DEVELOPMENT AGREEMENT - SLTS-GRAND AVENUE, L.P.; CITY OF SOUTHLAKE, TEXAS
W:\Southlake\Agreements\EDC Agreements\GrandAvenue Development. 030205.Rnal.wpd Page 10 of 17
2. that the execution and delivery of this Agreement has been duly
authorized by all necessary action by the Partnership;
3. this Agreement constitutes the legal, valid and binding obligation of
Partnership, and is enforceable in accordance with its terms and provisions;
4. it is the sole owner of the Public Improvement Property and Grand
Avenue Property and any necessary consents of approval for it to enter into this Agreement
and the related Agreements have been obtained; and
5. there are no leases, tenancies, rental agreements in effect which would
be violated by the execution and performance of this Agreement, the Economic
Development Program Agreement or the Parking Garage Property Operating Agreement.
B. Partnership represents and warrants that during Partnership's ownership of
the Property (1) no excavation of the Public Improvement Property occurred; (2) no landfill
was deposited on or taken from the Public Improvement Property; (3) no construction
debris or otherdebris (including, without limitation, rocks, stumps, and concrete) was buried
upon the Public Improvement Property; and (4) no toxic wastes or "hazardous substances"
as that term is defined in the Comprehensive Environmental Response, Compensation and
Liability Act of 1988, or petroleum products and derivatives thereof, were deposited on the
Public Improvement Property. Partnership further represents and warrants that none of the
foregoing occurred on the Public Improvement Property prior to Partnership's ownership
of the Public Improvement Property.
C. Notwithstanding any other provision of this Agreement, Partnership shall
comply with all federal and state laws, and City ordinances in the development,
construction and operation of the Property and Grand Avenue Property Improvements.
D. The foregoing representations and warranties shall survive the execution and
Agreement and continue throughout the Term.
SECTION 6. DEFAULT AND REMEDIES
A. In the event: (1) Partnership fails to complete or cause the completion of the
Public Improvements described in the Project Plan; (2) Partnership has delinquent ad
valorem or sales taxes owed to the City (provided that Partnership retains the right to timely
and properly protest and/or contest of any such taxes); (3)f any Event of Bankruptcy or
Insolvency by Partnership occurs; or (4) Partnership breaches any of the terms and
conditions of this Agreement, then Partnership after the expiration of the notice and cure
periods described herein, shall be in default of this Agreement. In the event of such a
default, City shall give Partnership written notice of such breach and/or default.
B. If the Partnership has not cured such breach or default within 30 days after
receipt of such notice, the City may terminate this Agreement by written notice to
DEVELOPMENT AGREEMENT - SLTS-GRAND AVENUE, L.P.; CITY OF SOUTHLAKE, TEXAS
W:\Southlake\Agreements\EDC Agreements\GrandAvenue Development. 030205.Final.wpd Page 11 of 17
Partnership, and the City shall have no further obligation to Partnership; provided however,
that the City may, in its total discretion, grant Partnership an extension of 30 days to cure
the default if Partnership demonstrates, to the satisfaction of the City Council, that: (1) the
default cannot be cured by the payment of monies and (2) cannot be cured within 30 days,
and (3) the Partnership is diligently pursuing cure. Partnership may not request more than
three 30 day extensions.
C. If a default shall occur and continue, after 30 days written notice to cure
default, the party not in default shall have the right to exercise any and all rights available
to such party at law or in equity, including the right to seek such equitable relief such as
injunction or mandamus as the non -defaulting party may be entitled.
D. No waiver or any breach of any term or condition of this Agreement shall be
construed to waive any subsequent breach of the same or any other term or condition of
this Agreement. Any waiver of any term or condition of this Agreement must be in writing
and approved by the City Council of Southlake.
E. The termination of this Agreement shall not affect the transfer of property to
City or otherwise relieve Partnership of its obligations hereunder or under the Development
Agreement or Parking Garage Property Operating Agreement.
SECTION 7. RIGHT OF OFFSET
City may, at its option, offset any amounts due and payable to Partnership under this
Agreement against any debt (including taxes) lawfully due to City, or any other taxing unit
participating in the TIF District, from Partnership, regardless of whether the amount due
arises pursuant to the terms of this Agreement or otherwise and regardless of whether or
not the debt in question has been reduced to judgment by a court.
SECTION 8. VENUE AND GOVERNING LAW'
This Agreement is performable in Tarrant County, Texas and venue of any action
arising out of this Agreement shall be exclusively in Tarrant County, Texas. This
Agreement shall be governed and construed in accordance with the laws of the States of
Texas.
SECTION 9. GIFT TO PUBLIC SERVANT OR TO PARTNERSHIP REPRESENTATIVE
A. Each party hereto represents to the other that it has not offered, conferred,
or agreed to confer and that it will not offer, confer or agree to confer in the future any
benefit upon an employee or official of the other party.
B. Notwithstanding any other legal remedies, City may obtain reimbursement
for any expenditures made to Partnership as a result of the improper offer, agreement to
DEVELOPMENT AGREEMENT — SLTS-GRAND AVENUE, L.P.; CITY OF SOUTHLAKE, TEXAS
W:\Southlake\Agreements\EDC Agreements\GrandAvenue Development. 030205.Final.wpd Page 12 of 17
confer, or conferring of a benefit to a City employee or official.
SECTION 10. BINDING AGREEMENT; ASSIGNMENT
A. The terms and conditions of this Agreement are binding upon the successors
and assigns of the parties hereto. The provisions of this Agreement are hereby declared
covenants running with the Grand Avenue Property and are fully binding on the Partnership
and each and every subsequent owner of all or any portion of the Property and shall be
binding on all successors, heirs, and assigns of the Partnership which acquire any right,
title, or interest in or to the Grand Avenue Property, or any part thereof.
B. Any person who acquires any right, title, or interest in or to the Grand Avenue
Property, or any part hereof, thereby agrees and covenants to abide by and fully perform
the provision of this Agreement with respect to the right, title or interest in such Property.
A copy of this Agreement shall be recorded in the deed records of Tarrant County.
C. City agrees that Partnership may, upon written notice to the City, assign its
rights to receive Program Payments under this Agreement- to any third party. The
Partnership may not assign other rights and obligations hereunder, which shall be at the
discretion of the City. This Agreement may not be assigned without the express written
consent of the City. Any assignment shall be contingent upon the assignee's agreement
to comply with the provisions of this Agreement and the Economic Development
Agreement. The City agrees to execute such documentation as reasonably necessary to
evidence the consent of the City to such assignment in such form as is acceptable to the
City or, at the request of a third -party lender, to enter into a tri -party agreement among the
City, such third -party lender and Partnership, evidencing their agreement with respect to
their.respective rights and obligations under this Agreement. Any such agreement shall not
become effective unless the City has received reimbursement for any legal or other
professional fees incurred in the review of any such agreement(s).
SECTION 11. INDEMNIFICATION
A. PARTNERSHIP EXPRESSLY AGREES TO FULLY AND COMPLETELY
DEFEND, INDEMNIFY, AND HOLD HARMLESS THE CITY, AND ITS OFFICERS, AND
EMPLOYEES, AGAINST ANY AND ALL CLAIMS, LAWSUITS, LIABILITIES,
JUDGMENTS, COSTS, AND EXPENSES FOR PERSONAL INJURY (INCLUDING
DEATH), PROPERTY DAMAGE OR OTHER HARM, DAMAGES OR LIABILITY FOR
WHICH RECOVERY OF DAMAGES IS SOUGHT, SUFFERED BY ANY PERSON OR
PERSONS, THAT MAY ARISE OUT OF OR BE OCCASIONED BY ANY NEGLIGENT,
GROSSLY NEGLIGENT, WRONGFUL, OR STRICTLY LIABLE ACT OR OMISSION OF
THE PARTNERSHIP OR ITS AGENTS, EMPLOYEES, OR CONTRACTORS, ARISING
OUT IN THE PERFORMANCE OF THIS CONTRACT, REGARDLESS OF WHETHER OR
NOT THE NEGLIGENCE, GROSS NEGLIGENCE, WRONGFUL ACT, OR FAULT OF
THE CITY OR ITS OFFICERS, AGENTS, OR EMPLOYEES, CONTRIBUTES IN ANY
WAY TO THE DAMAGE, INJURY, OR OTHER HARM. THE REQUIREMENT OF THE
DEVELOPMENT AGREEMENT - SLTS-GRAND AVENUE, L.P.; CITY OF SOUTHLAKE, TEXAS
W:\Southlake\Agreements\EDC Agreements\GrandAvenue Development.030205.Finalmpd Page 13 of 17
PARTNERSHIP TO DEFEND THE CITY ALSO UNCONDITIONALLY APPLIES
REGARDLESS OF WHETHER OR NOT THE NEGLIGENCE, GROSS NEGLIGENCE, OR
FAULT OF THE CITY OR ITS OFFICERS, AGENTS, OR EMPLOYEES CONTRIBUTES
IN ANYWAY TO THE DAMAGE, INJURY, OR OTHER HARM. Nothing in this paragraph
may be construed as waiving any governmental immunity available to the City under state
law. This provision is solely for the benefit of the Partnership and the City and is not
intended to create or grant any rights, contractual or otherwise, in or to any other person.
B. 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. The City, their past, present and future officers, elected officials, directors,
employees and agents of the City do not assume any responsibility to any third party in
connection with the Partnership's construction of the Public Improvements or other
infrastructure Partnership shall construct in connection with the Grand Avenue Property.
SECTION 12. MISCELLANEOUS MATTERS
A. Time is of the essence of this Agreement. The parties hereto will make every
reasonable effort to expedite the subject matters hereof and acknowledge that the
successful performance of this Agreement requires their continued cooperation.
B. This Agreement is made subject to the provisions of the Charter and
ordinances of City, as amended, and all applicable state and federal laws.
C. This Agreement shall not be construed against the drafting party.
D. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original and constitute one and the same instrument.
E. The captions to the various clauses of this Agreement are for informational
purposes only and shall not alter the substance of the terms and conditions of this
Agreement.
F. This Agreement, together with the Agreements designated as Exhibits hereto,
embodies the complete agreement of the parties hereto, superseding all oral or written
previous and contemporary agreements between the parties and relating to matters in this
Agreement, and except as otherwise provided herein cannot be modified without written
agreement of the parties to be attached and made a part of this Agreement.
G. Any notice to be given or served hereunder or under any document or
instrument executed pursuant hereto shall be in writing and shall be (1) delivered
personally, with a receipt request therefore; or (2) sent by a nationally recognized overnight
courier service; or (3) delivered by United States certified mail, return receipt requested,
postage prepaid. All notices shall be addressed to the respective party at its address set
forth below, and shall be effective (a) upon receipt or refusal if delivered personally; (b) one
DEVELOPMENT AGREEMENT - SLTS-GRAND AVENUE, L.P.; CITY OF SOUTHLAKE, TEXAS
W:\Southlake\Agreements\EDC Agreements\GrandAvenue Development. 030205.Final.wpd Page 14 of 17
business day after depositing, with such an overnight courier service or (c) two business
days after deposit in the United States mail, if mailed. Any party hereto may change its
address for receipt of notices by service of a notice of such change in accordance with this
subsection.
If intended for Board, to:
If intended for City, to
If intended for Partnership, to:
Chair, Board of Directors
Reinvestment Zone No. One
1400 Main Street, Suite 460
Southlake, Texas 76092
City Manager
City of Southlake
1400 Main Street, Suite 460
Southlake, Texas 76092
SLTS Grand Avenue, L.P.
1256 Main Street, Suite 240
Southlake, Texas 76092
Attn: Brian R. Stebbins
H. Partnership hereby agrees that all property dedicated to the City and all public
facilities constructed pursuant to this Agreement are reasonably necessary to serve the
subdivision and are roughly proportional to the need generated by the subdivision for such
land and facilities. Partnership hereby acknowledges its right to seek a waiver or variance
to the dedication and/or construction requirements and that it has voluntarily chosen not
to pursue such remedies; and Partnership waives any claim for taking of property to be
dedicated or transferred to the City pursuant to this Agreement, or any other constitutional
or statutory claim, that it may have under either the Texas or United States Constitutions
or statutes.
I. This Agreement is for the benefit of the parties hereto and there are no
intended third party beneficiaries to this Agreement, the Economic Development Program
Agreement, or the Parking Garage Property Operating Agreement.
SECTION 13. EFFECTIVE DATE
This Agreement shall become effective upon the last to occur of the following: the
execution of this Agreement by all parties and the recordation in the Tarrant County Real
Property Records of the Parking Garage Property Operating Agreement executed by all
parties.
EXECUTED and effective as of the —day of , 2005 by Board signing
by and through its Chairman, duly authorized to execute same by Resolution No. ,
by City, signing by and through its Mayor, duly authorized to execute same by Resolution
No. , and by Partnership, acting through its duly authorized officials.
DEVELOPMENT AGREEMENT — SLTS-GRAND AVENUE, L.P.; CITY OF SOUTHLAKE, TEXAS
W:\Southlake\Agreements\EDC Agreements\GrandAvenue Development.030205.Finalmpd Page 15 of 17
BOARD OF DIRECTORS OF THE SLTS GRAND AVENUE, L.P., A TEXAS
REINVESTMENT ZONING NO. ONE, LIMITED PARTNERSHIP
CITY OF SOUTHLAKE, TEXAS
By: SLTS Grand Avenue Genpar, L.L.C.,
a Texas limited liability company, its
general partner
By: '-4 "-A-- V
K61th Shankland, Board Chairman By: Cooper & Stebbins, L.P., a Texas
limited partnership, its member
CITY OF SOUTHLAKE, TEXAS
av -
Ar d— y Warftsganss, Mayor
ATTEST:
By: OL- 0, 4'uo
Lori Farwell, City Secretary
By: CS Town Centers, LLC, a Texas
limited liability company, its general
partner
am CS Town Centers, LLC, a
Texas limited liability company,
its general partner
By:
Brian . Stebbins,
Managing Member
DEVELOPMENT AGREEMENT - SLTS-GRAND AVENUE, L.P.; CITY OF SOUTHLAKE, TEXAS
W:\Southlake\Agreements\EDC Agreements\GrandAvenue Development. 030205.Final.wpd Page 16 of 17
EXHIBIT "A"
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT BETWEEN THE CITY AND
PARTNERSHIP
DEVELOPMENT AGREEMENT - SLTS-GRAND AVENUE, L.P.; CITY OF SOUTHLAKE, TEXAS
W:\Southlake\Agreements\EDC Agreements\GrandAvenue Development. 030205.Final.wpd Page 17 of 25
EXHIBIT "B"
PROPERTY UPON WHICH THE GRAND AVENUE PROPERTY IMPROVEMENTS
ARE TO BE CONSTRUCTED
DEVELOPMENT AGREEMENT- SLTS-GRAND AVENUE, L.P.; CITY OF SOUTHLAKE, TEXAS
W:1Southlake\Agreements\EDC Agreements\GrandAvenue Development. 030205.Final.wpd Page 18 of 25
m
osA4PA '28 a
a oa i -sI
sg,l,I
ia
p a jrt I rid
3 .z, fi
qq7 •
moi ''
i
I
m
osA4PA '28 a
a oa i -sI
s
In
3 .z, fi
qq7 •
moi ''
b 8
x
W
ri 1 Orrx• E• o io
17I
l n.y, r xi oE-a n. 1
r5
p
y
c
1
11 y
1 A
n i . = ^ PMS •rWL IiQ! W`^YOIL G•II_YWL 1 i
1 _
stsarm• r x•ur
auxo •vwi
i
03
AIR
15
Tj
m1llYl K •• •S ' ,•
K
T
11,70W'U0' E 131x7 uwMa '_ • w•V r .Li '
1 lll'
s sn ,ay.r ri l QQ js` Ly
1 I•w• S`\\ 1 $B$C4
gar1p i
Ai
COOPER a STEBBINS, LP. BOUNDARY SURVEY p Bury+partners
BEING A 41.350 ACRE TRACT OF LAND SITUATED IN THE '"•'""•'"• '•'•*'•"'
SEQ STATE HIGHWAY 114 AND NORTH RICHARD EADS SURVEY, ABSTRACT NO. 481 rr.`— e"" "
CARROLL AVENUE CITY OF SOUTHLAKE, TARRANT COUNTY, TEXAS wnr.o..ant r•PP.yr >M
mitititifIxIxe ;J9sQsdasRy1' 4
asp
xi8AS ' 4:,
asQR »k £y>{ $ €€&s ,i
y
gRR
x. 1.,gasp:
Aca$
se3IlaAA11Ra$ g° $
qyqq ,
yyyyR ij1' F #
1698
RRRRR44 & ' iRSR8Y 313p9aell. qp4
F RgF !4a 'a - 60gFyg w
g5sxaa0iaRs = aza RR'R»
IN gs: 4-a
PaY
ppa
4a
Sgadei'
e _io
8 $
ii ygyga $ ggj[ay.QRa
as44Dag $
E
PEIR.,
s
Mygis "g° ^ p -galez$acpaR
R
ge33p
gg21114 }-'.$
c4t9Ag8
ag3goa »bbdas § im; R
5
r;4
ga
FsaNMEAll
Rcaal.x4R34#
IRS
sr__
asaajyeAAR£ ai@4 F@bA 'A
s -4 =.
n
Ii 's3s9fa "RS'3it $$
gFit
Is
I
a
m{
3tFQi
g4!118'
Y $
j
R
4R4R
R „qM4NR 'qpqZ= 4a6€ owa4
a $ 11Jq ; 1eINIis za
gtass
a
s
j;851, F
yC
M11 -
i
1sx
VN
anaIBOUNDARYSURVEY $ +Partners COOPERiSTESIMS, L.P. .
1.... ..
Ny.......
BEINGA41.350ACRETRACTOFLANDSITUATEDINTHE
rx
SEGSTATEHIGHWAYT14ANDNORTHRICHARDEADSSURVEY, ABSTRACTNO. 48Tw.,...w..
CITYOFSOUTHLAKE, TARRANTCOUNTY, TEXAS
Irnrelx.. woa-an. ICARROLLAVENUErr•..ww. w.r..yr
EXHIBIT "C"
DESCRIPTION OF PUBLIC IMPROVEMENT PROPERTY AND PARKS AND
PARKING GARAGES TO BE CONSTRUCTED ON THE PUBLIC IMPROVEMENT
PROPERTY
DEVELOPMENT AGREEMENT - SLTS-GRAND AVENUE, L.P.; CITY OF SOUTHLAKE, TEXAS
W:\SouthlaWAgreements\EDC Agreements\GrandAvenue Development.030205.Final.wpd Page 19 of 25
DESCRIPTION OF PUBLIC IMPROVEMENT PROPERTY AND PARKS AND
PARKING GARAGES TO BE CONSTRUCTED ON THE PUBLIC
IMPROVEMENT PROPERTY
Public Right of Wav:
The Grand Avenue District includes 9.294 acres of ROW as nominated on the Concept
Plan approved by the City of Southlake as Case No. ZA04-066 on October 5, 2005 and as
illustrated on the Preliminary Plat approved by the City of Southlake as Case No.
ZA04070 on October 5, 2004.
Parks:
The Plaza Park, consisting of .28 Acres is located on Block 13, Lot 3, SOUTHLAKE
TOWN SQUARE - PHASE IV, and being a portion of land in the Richard Eads Survey,
abstract No. 481 per Preliminary Plat approved by the City of Southlake as Case No.
ZA04-070 on October 5, 2004.
The Westerly Park, consisting of 3.2 acres is located on Block 12, Lots 1 and 2,
SOUTHLAKE TOWN SQUARE - PHASE IV, and being a portion of land in the
Richard Eads Survey, abstract No. 481 per Preliminary Plat approved by the City of
Southlake as Case No. ZA04-070 on October 5, 2004.
Parking Garages:
Parking Garage East is located on Block 4R1, Lot 5, SOUTHLAKE TOWN SQUARE -
PHASE IV, and being a portion of land in the Richard Eads Survey, abstract No. 481 per
Preliminary Plat approved by the City of Southlake as Case No. ZA04-070 on October 5,
2004, and a portion of the property described in Exhibit B to this Agreement.
Parking Garage West is located on Block 3R2, Lot 7, SOUTHLAKE TOWN SQUARE -
PHASE IV, and being a portion of land in the Richard Eads Survey, abstract No. 481 per
Preliminary Plat approved by the City of Southlake as Case No. ZA04-070 on October 5,
2004, and a portion of the property described in Exhibit B to this Agreement.
EXHIBIT "D"
DESCRIPTION OF PARKING GARAGE WEST
DEVELOPMENT AGREEMENT - SLTS-GRAND AVENUE, L.P.; CITY OF SOUTHLAKE, TEXAS
W:\Southlake\Agreements\EDC Agreements\GrandAvenue Development.030205.Final.wpd Page 20 of 25
EXHIBIT °D°
DESCRIPTION OF PARKING GARAGE WEST
Location: Block 4R1, Lot 5, SOUTHLAKE TOWN SQUARE - PHASE IV, and
being a portion of land in the Richard Eads Survey, Abstract No. 481
per Plat Revision approved by the City of Southlake as Case No.
ZA04-070 on October 5, 2004, and the land described in Exhibit "A "
to the Development Agreement.
Spaces: 726 spaces
Levels: Grade +3 elevated floors
Details: As approved by City of Southlake by SUP Application, Case No.
ZA04-069, with final site plan approved by the City Council on October
5, 2004 and elevation approved November 16, 2004.
EXHIBIT "E"
DESCRIPTION OF PARKING GARAGE EAST
DEVELOPMENT AGREEMENT- SLTS-GRAND AVENUE, L.P.; CITY OF SOUTHLAKE, TEXAS
W:\Southlake\Agreements\EDC Agreements\GrandAvenue Development. 030205.Final.wpd Page 21 of 25
EXHIBIT "E"
DESCRIPTION OF PARKING GARAGE EAST
Location: Block 3R2, Lot 7, SOUTHLAKE TOWN SQUARE - PHASE IV, and
being a portion of land in the Richard Eads Survey, Abstract No. 481
per plat. Revision approved by the City of Southlake as Case No.
ZA04-070 on October 5, 2004 and the land described in Exhibit "A" to
the Development Agreement.
Square footage: 315,592
Spaces: 877 spaces
Levels: Grade +3 elevated floors
Details: As approved by City of Southlake by SUP Application, Case No.
ZA04-069, and in accordance with the final site plan as approved by
the City Council on October 5, 2004 and elevation approved
November 16, 2004.
City: Partnership:
EXHIBIT "F"
SPECIAL WARRANTY DEED
DEVELOPMENT AGREEMENT - SLTS-GRAND AVENUE, L.P.; CITY OF SOUTHLAKE, TEXAS
W:\Southlake\Agreements\EDC Agreements\GrandAvenue Development.030205.Final.wpd Page 22 of 25
SPECIAL WARRANTY DEED
Date: , 200
Grantor: SLTS Grand Avenue, L.P.
1256 Main Street, Suite 240
Southlake,
Tarrant County, Texas 76092
Grantee: The City of Southlake, Texas,
A municipal corporation
1400 Main Street
Southlake,
Tarrant County, Texas 76028
Consideration: Ten dollars and no/100 and other valuable consideration
Property (including any improvements):
Being Block 4R1, Lot 5, and Block 3R2, Lot 7, Southlake Town Square -
Phase IV, an addition to the City constituting the Plat Revision approved by
the City of Southlake for Case No. ZA04-070, on October 5, 2004
Note: description to be conformed at time of conveyance if necessary]
Reservations from and Exceptions to Conveyance and Warranty:
NONE
Grantor, for the consideration and subject to the reservations from and exceptions
to conveyance and warranty, conveys to Grantee the Property, together with all and
singular the rights and appurtenances thereto in any wise belonging, to have and to hold
it to Grantee, Grantee's heirs, executors, administrators, and to warrant and forever defend
all and singular the Property to Grantee and Grantee's heirs, executors, administrators,
successors, and assigns against every person whomsoever lawfully claiming or to claim
the same or any part thereof, except as to the reservations from the exception to
conveyance and warranty, when the claim is by, through or under Grantor, but not
otherwise.
When the context requires, singular nouns and pronouns include the plural.
W:\Southlake\Deeds\SWD.SLTS.030205.wpd Page 1
GRANTOR:
SLTS Grand Avenue, L.P.
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, on this day personally appeared
known to me to be the person and officer whose name is
subscribed to the foregoing instrument and acknowledged to me that he is the
and that he is authorized to execute the foregoing instrument as
the act of such of such Partnership for the purposes and consideration therein expressed,
and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the day of
200
Notary Public in and for the State of Texas
Type or Print Notary's Name
My Commission Expires:
AFTER RECORDING RETURN TO:
Ms. Lori Farwell
City Secretary
City of Southlake
1400 Main Street, Suite 270
Southlake, Texas 76092
W:\Southlake\Deeds\SWD.SLTS.030205.wpd Page 2
EXHIBIT "G"
GENERAL WARRANTY DEED FOR PARKS
DEVELOPMENT AGREEMENT - SLTS-GRAND AVENUE, L.P.; CITY OF SOUTHLAKE, TEXAS
W:\Southlake\Agreements\EDC Agreements\GrandAvenue Development. 030205.Final.wpd Page 23 of 25
GENERAL WARRANTY DEED FOR PARKS
Date: , 200
Grantor: SLTS Grand Avenue, L.P.
1256 Main Street, Suite 240
Southlake,
Tarrant County, Texas 76092
Grantee: The City of Southlake, Texas,
A municipal corporation
1400 Main Street
Southlake,
Tarrant County, Texas 76028
Consideration: Ten dollars and no/100 and other valuable consideration
Property (including any improvements):
Being Block 13, Lot 3, and Block 12, Lots 1 and 2, Southlake Town Square
Phase IV, an addition to the City, pursuant to the Plat Revision approved by
the City of Southlake for Case No. ZA04-070, on October 5, 2004
NOTE: Description to be any owned at time of conveyance, if necessary]
Reservations from and Exceptions to Conveyance and Warranty:
NONE
Grantor, for the consideration and subject to the reservations from and exceptions
to conveyance and warranty, conveys to Grantee the Property, together with all and
singular the rights and appurtenances thereto in any wise belonging, to have and to hold
it to Grantee, Grantee's heirs, executors, administrators, and to warrant and forever defend
all and singular the Property to Grantee and Grantee's heirs, executors, administrators,
successors, and assigns against every person whomsoever lawfully claiming or to claim
the same or any part thereof, except as to the reservations from the exception to
conveyance and warranty, when the claim is by, through or under Grantor, but not
otherwise.
When the context requires, singular nouns and pronouns include the plural.
W:\Southlake\Deeds\GWDParks.SLTS..030105.wpd Page 1
GRANTOR:
SLTS Grand Avenue, L.P.
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, on this day personally appeared
known to me to be the person and officer whose name is
subscribed to the foregoing instrument and acknowledged to me that he is the
and that he is authorized to execute the foregoing instrument as
the act of such of such Partnership for the purposes and consideration therein expressed,
and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the day of
200
Notary Public in and for the State of Texas
Type or Print Notary's Name
My Commission Expires:
AFTER RECORDING RETURN TO:
Ms. Lori Farwell
City Secretary
City of Southlake
1400 Main Street, Suite 270
Southlake, Texas 76092
W:\Southlake\Deeds\GWDParks.SLTS..030105.wpd Page 2
EXHIBIT "H"
GENERAL WARRANTY DEED FOR STREETS
DEVELOPMENT AGREEMENT- SLTS-GRAND AVENUE, L.P.; CITY OF SOUTHLAKE, TEXAS
W:\Southlake\Agreements\EDC Agreements\GrandAvenue Development. 030205.Final.wpd Page 24 of 25
GENERAL WARRANTY DEED FOR STREETS
Date: , 200
Grantor: SLTS Grand Avenue, L.P.
Grantors' Mailing Address (including county): Attn: Frank Bliss
1256 Main Street, Suite 240
Southlake, Tarrant County, TX 76092
Grantee: The City of Southlake, Texas
Grantee's Mailing Address (including county): 1400 Main Street
Southlake, Tarrant County, Texas 76092
Consideration:
Ten Dollars ($10.00) and other good and valuable consideration.
Property (including any improvements):
All of Grantor's interest in the streets, rights of way, and alleys dedicated to the
public's use pursuant to the Plat Revision approving - Phase IV of Southlake Town Square
Addition to the City of Southlake, as recorded in Cabinet , Slide of the Plat
Records of Tarrant County, Texas ("Plat").
Exceptions To Conveyance And Warranty:
All governmental zoning laws, regulations and ordinances affecting the Property, an
undivided one-fourth interest in all oil, gas and other minerals as reserved in deed recorded
in Volume 2091, Page 608, Deed Records of Tarrant County, and conditions of the Plat but
only to the extent such items are validly existing and affect the Property.
Grantors, for the Consideration and subject to the Exceptions to Conveyance and
Warranty, GRANT, SELL, and CONVEY to Grantee the Property, together with all and
singular the rights and appurtenances thereto in any way belonging, to have and to hold
it to Grantee and Grantee's successors and assigns forever.
Grantors bind Grantors and their respective successors and assigns to warrant and
forever defend all and singular the Property to Grantee and Grantee's successors and
assigns against every person whomsoever lawfully claiming or to claim the same or any
part thereof, except as to the Exceptions to Conveyance and Warranty.
GENERAL WARRANTY DEED FOR STREETS - SLTS-GRAND AVENUE, L.P.; CITY OF SOUTHLAKE, TEXAS PAGE 1
W:\South1ake\Deeds.030205.wpd
Grantors, their successors and assigns, to the extent each shall own the property
abutting the Property conveyed by this deed, hereby reserve a right of first refusal with
respect to the Property, as described in this paragraph. In the event that Grantee
determines to sell all or a portion of the Property to a non-governmental entity, the owners
of the land abutting the Property (the "Abutting Owners") shall have the exclusive right of
first refusal to purchase the Property, at fair market value as determined by an appraisal
of the Property to be sold obtained by the Grantee. For purposes of this right of first
refusal, the term "Property" is defined as that portion of the Property conveyed to Grantee
which Grantee intends to offer for sale. In such event, Grantee agrees to notify the owners
which abut the Property intended to be sold of the fair market value of the Property to be
sold and the terms and conditions of the sale (the "Notice of Offer"). Grantee shall notify
the Abutting Owners at the addresses as shown on the Tarrant Appraisal District rolls. The
Abutting Owners shall have the exclusive right, at their option, for a period of thirty (30)
days (the "Exercise Period") from its receipt of the Notice of Offer to notify Grantee in
writing that the Abutting Owners shall purchase the Property intended to be sold upon the
terms and conditions and at the price specified in the Notice of Offer. If the Abutting
Owners do not give notice to Grantee of their exercise of its rights hereunder within the
Exercise Period, the Abutting Owners' right of first refusal shall automatically terminate.
If the Abutting Owners exercise such right to purchase by giving written notice to Grantee
at any time within the Exercise Period, the closing of the resulting sale and purchase of the
Property shall take place upon the terms and conditions of the Notice of Offer. This right
of first refusal does not apply, however, to any sale of the Property to a governmental
entity.
The foregoing right of first refusal runs with the land making up the Property, is
binding on Grantee and Grantee's successors and assigns forever, and inures to the
benefit of Grantors, Grantee and the Abutting Owners.
When the context requires singular nouns and pronouns include the plural.
GRANTOR:
SLTS Grand Avenue, L.P.
GENERAL WARRANTY DEED FOR STREETS - SLTS-GRAND AVENUE, L.P.; CITY OF SOUTHLAKE, TEXAS PAGE 2
W:\South1ake\Deeds.030205.wpd
STATE OF TEXAS §
COUNTY OF TARRANT §
Before me on this day personally
appeared Brian R. Stebbins, known to me to be the person whose name is subscribed to
the foregoing instrument and acknowledged to me that he executed the same in his
capacity as managing member of CS Town Centers, LLC, a Texas limited liability company,
the general partner of Cooper & Stebbins, L.P., a Texas limited partnership, the member
of SLTS Grand Avenue Genpar, L.L.C., a Texas limited liability company, the general
partner of SLTS Grand Avenue, L.P., a Texas limited partnership, on behalf of such limited
liability companies and limited partnerships.
Given under my hand and seal of office this day of , A.D.
SEAL)
Notary Public in and for the State of Texas
My Commission Expires:
Type or Print Notary's Name:
GENERAL WARRANTY DEED FOR STREETS - SLTS-GRAND AVENUE, L.P.; CITY OF SOUTHLAKE, TEXAS PAGE 3
W:\South1ake\Deeds.030205.wpd
EXHIBIT "I"
PARKING GARAGE PROPERTY OPERATING AGREEMENT
DEVELOPMENT AGREEMENT — SLTS-GRAND AVENUE, L.P.; CITY OF SOUTHLAKE, TEXAS
W:\Southlake\Agreements\EDC Agreements\GrandAvenue Development. 030205.Final.wpd Page 25 of 25
EXHIBIT "C"
W:\Southlake\Resolutions\SLTS380 TIF Parking Agmt Resolution.wpd Page 6
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
This Economic Development Program Agreement ("Agreement") is made and
entered into by and between the City of Southlake, Texas (the "City"), and SLTS Grand
Avenue , L.P., a limited partnership, (the "Partnership").
WITNESSETH:
WHEREAS, on March 1, 2005, the City adopted an Economic Development
Incentives Program with Resolution No. 05-013 establishing an Economic Development
Program pursuant to Section 380.001 of the Texas Local Government Code ("Section
380.001 "), the "Program"; and
WHEREAS, the Partnership desires to participate in the Program by entering into
this Agreement and constructing a new business enterprise; and
WHEREAS, the City Council finds and determines that this Agreement will effectuate
the purposes set forth in the Program, and that Partnership's performance of its obligations
herein and that the expenditure of the monies provided for herein will promote local
economic development and stimulate business and commercial activity in the City;
NOW, THEREFORE, in consideration of the mutual benefits and premises contained
herein and for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:
1. Authorization. The City has concluded that this Agreement is authorized by Section
380.001, and is authorized by the City's Economic Development Incentives Program.
2. Definitions.
Business Dav" - any day other than a Saturday, Sunday, or City holiday, or any day
on which national banks in Southlake, Texas are authorized to close.
Commencement Date" - means the date the City determines that 360,000 square
feet of buildings, excluding the Parking Garage Improvements, and including the theater
and hotel, are under construction in the Grand Avenue Property.
Development Agreement" - the Development Agreement between the City, the
Board of Directors of Reinvestment Zone No. One, City of Southlake, and SLTS Grand
Avenue, L.P. for Public Improvements to Property within Reinvestment Zone Number One,
City of Southlake, executed on even date herewith and attached hereto as Exhibit "C".
Effective Date" - the date that all parties have executed this Agreement and the
Development Agreement between the Partnership, the City and the Board of Directors of
Reinvestment Zone No. One becomes effective.
WASouthlake\Agreements\EDC Agreements\SLTS.380.030205.Final.wpd Page 1 of 17
Event of Bankruptcv or Insolvencv" - the dissolution or termination of Partnership's
existence as a going business, insolvency, appointment of receiver for any part of
Partnership's property and such appointment is not terminated within 60 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
Partnership and such proceeding is not dismissed within 60 days after the filing thereof.
Grand Avenue Property" or "Premises" - the property upon which the Grand Avenue
Property Improvements will be constructed, as described in Exhibit "A", attached hereto and
incorporated herein.
Grand Avenue Property Improvements" - the real and personal property
improvements, excluding the Public Improvements, as that term is defined in the
Development Agreement, to be constructed on the Grand Avenue Property.
High aualitv. first class" - has the same meaning as defined in the Development
Agreement.
Initial Pavment Calculation Date" - the date upon which the City receives from
Tarrant Appraisal District the certified assessment for the Grand Avenue Property which
reflects an assessed value of at least $74,100,000.
Parkins Garaae Improvements" - Parking Garage West and Parking Garage East.
Parkina Garaae Property Operatina Aareement" - has the same meaning as defined
in the Development Agreement, more specifically described in Exhibit "I" to the
Development Agreement.
Parkina Garaae West" - a parking garage of approximately 248,000 square feet to
be constructed on the Grand Avenue Property designed for approximately 800 parking
spaces, more specifically described on Exhibit "D" to the Development Agreement.
Parkina Garaae East" - a parking garage of approximately 315,000 square feet to
be constructed on the Grand Avenue Property designed for approximately 900 parking
spaces, more specifically described on Exhibit "E" to the Development Agreement.
Parkina Garaae Property" - the property upon which Parking Garage West and
Parking Garage East are to be constructed, together with the East and West Parking
Garages, as more specifically described in Exhibit "M and "E" to the Development
Agreement.
Person" - an individual or a corporation, partnership, trust, estate, unincorporated
organization, association, or other entity.
Program" - the meaning set forth in the recitals to this Agreement.
WASouthlakeWgreements\EDC Agreements\SLTS.380.030205.Final.wpd Page 2 of 17
Proaram Pavment" - the payment by the City calculated as set forth in Section 5 of
this Agreement.
Proiect" - the acquisition and development of first class, high quality retail and office
buildings, hotel building and movie theater building constructed on the Grand Avenue
Property.
Public Improvements"- the parks and Parking Garage Improvements to be
constructed on the Public Improvement Property as described in the Development
Agreement, as well as the streets, sidewalks, water, wastewater, and stormwater
improvements Partnership is required to construct for the development of the Grand
Avenue Property and dedicate to the City.
Public Improvement Debt" - is the debt issued by the City to pay Partnership
pursuant to Section 3 of the Development Agreement.
Retailer'- any "retailer" within the meaning of Section 151.008 of the Texas Tax
Code, as amended, to the extent said Retailer is located within the corporate limits of
Southlake.
Sale" - the meaning set forth in Section 151.005 of the Texas Tax Code, as
amended.
Sales Tax Report" - the report from the office of the Texas Comptroller which shows
the amount of tax paid during the preceding calender quarter by each person doing
business on the Premises.
Sales Tax Revenues" - gross revenues of the City from the sales and use taxes
imposed by the City as a result of Taxable Sales. For this purpose, "gross revenues of the
City" shall include all sales and use taxes imposed and received by the City under Chapter
321 of the Texas Tax Code, or its successor statute, excluding sales and use taxes
imposed for the benefit of a corporation created under Section 4B, Article 5190.6 of the
Texas Revised Civil Statutes, hotel occupancy taxes imposed pursuant to Chapter 156 of
the Tax Code, or sales taxes imposed pursuant to Chapter 363 of the Texas Local
Government Code. It does not include any sales and use tax collected pursuant to a tax
adopted under a statute or ordinance enacted by the State or the City after the effective
date of this Agreement.
Sales Tax Schedule" - a schedule detailing the Sales Tax Revenues from Sales
occurring during a Subject Quarter.
Section 380.001" - the meaning set forth in the recitals to the Agreement.
Shortfall Amount" - means the total of the following:
WAouthlake\Agreements\EDC Agreements\SLTS.380.030205.Final.wpd Page 3 of 17
a) the dollar amount equal to the City's annual debt service payment to finance
the Public Improvement Debt, on a calendar year basis, less the amount of ad valorem tax
revenues collected for Tarrant County, the City, the Hospital District and the College District
attributable to the Grand Avenue Property, also on a calendar year basis, (By way of
example, if in 2010, the ad valorem tax revenues attributable to the Grand Avenue Property
collected for Tarrant County, the City, the Hospital District and the College District are
725,000, and the annual debt service payment is $775,000, the Shortfall Amount under
this subsection (1) is $50,000);
plus
b) the total of the following:
1) the dollar amount equal to any hotel occupancy taxes levied upon the
hotel located on the Grand Avenue Property and which are not paid before the delinquency
date (by way of example, if hotel occupancy taxes of $100,000.00 are due on February 1,
2009 and are not paid by said date, the Shortfall Amount under this subsection (2)(1) is
100,000.00);
plus
2) if the hotel is not open for business during any portion of any calendar
quarter, an amount equal to the hotel occupancy tax levied for the same calendar quarter
of the most recent year the hotel was open for business, or if the hotel was not open for
that entire calendar quarter, the most recent calendar quarter during which the hotel was
open for the entire quarter, pro rated for the period the hotel is not open for business by
multiplying the number of days the hotel was not open for business and dividing by ninety
days (by way of example, if the hotel is not open for business from January 1 through
March 1, 2009, and the hotel occupancy tax for the same Quarter during 2008 was
24,000.00, the Shortfall Amount under this subsection (2)(ii) is $24,000.00 multiplied by
60 (the number of days the hotel is not open for business) and divided by 90 (the
approximate number of days in the quarter), or $16,000.00).
In calculating the Shortfall Amount, all annual amounts shall be based on the calendar year.
Subiect Quarter'- calendar quarter representing January 1 through March 31, April
1 through June 30, July 1 through September 30, or October 1 through December 31.
Taxable Sales" - any Sale by a Retailer located, or to be located, on the Premises.
Term" - has the meaning set forth in Section 3 of this Agreement.
Under Construction" - has the meaning set forth in the Development Agreement.
WASouthlake\Agreements\EDC Agreements\SLTS.380.030205.Final.wpd Page 4 of 17
3. Term. This Agreement shall be effective as of the Effective Date, and unless
terminated earlier pursuant to Section 4(c), 4(d) or Section 7, shall remain in full force and
effect until December 31, 2018; provided however, if Partnership is in compliance with this
Agreement, it shall be entitled to receive the final Program Payment for the Subject Quarter
ending December 31, 2018.
4. Covenants of Partnership.
a) In consideration of City agreeing to pay Partnership monies in accordance
with the terms and conditions of this Agreement, Partnership agrees to:
1) design and construct the Public Improvements in accordance with the
specifications approved by the City, and as approved under the Development Agreement,
and ordinances of the City; and
2) dedicate the Public Improvements to the City;
3) execute or cause to be executed by the appropriate parties
the Parking Garage Property Operating Agreement, a copy of which is attached hereto as
Exhibit "D";
4) construct or cause to be constructed real property improvements and
place personal property on the Grand Avenue Property in the amount so as to receive from
the Tarrant Appraisal District:
a. a minimum assessed value of at least $74,100,000 on the
Grand Avenue Property Improvements for 2008.
5) occupy and operate or cause to be occupied and operated the Grand
Avenue Property Improvements for high quality, first class retail, office, entertainment uses,
and such other uses as the City may approve, for at least twelve years after the
Commencement Date; and
6) cause to be occupied and operated the hotel on the Grand Avenue
Property for at least twelve years after the Commencement Date, provided however, a
default in this obligation shall not be deemed to have occurred if the hotel is closed,
Partnership is actively seeking a new hotel for the site and the hotel is not closed for more
than 24 months;
7) comply with:
a. all applicable federal and state laws and local ordinances in
the construction, operation and maintenance of the Grand Avenue Property; and
b. the provisions of the Development Agreement; and
WASouthlake\Agreements\EDC Agreements\SLTS.380.030205.Final.wpd Page 5 of 17
C. and not be in default of the provisions of the Parking Garages
Operating Agreement, including payment of the Annual Maintenance Fee.
b) Partnership agrees to render, or cause to be, rendered, the Property to the
Tarrant County Appraisal District and remain current on all ad valorem taxes assessed by
all governmental entities for the Grand Avenue Property and Grand Avenue Property
Improvements for the term of this Agreement.
c) Partnership agrees that if Tarrant Appraisal District does not assess a value
of at least $74,100,000 for the Grand Avenue Property Improvements on or before July 25,
2008, said date being subject to extension for a delay in receipt of the certified assessment
from Tarrant County Appraisal District for reasons beyond Partnership's control, City shall
have no further obligation to Partnership hereunder.
d) The Partnership agrees that this Agreement shall terminate and be null and
void and City shall have no obligation to Partnership if:
1) beginning in January 2009, if the assessed value of the Grand Avenue
Property Improvements is less than $74,100,000 for any three consecutive years of the
Term; or
2) there is a Shortfall Amount for 12 consecutive Subject Quarters,
notwithstanding the Partnership's payment to the City an amount equal to any Shortfall
Amounts resulting from delinquent taxes owed the City as provided in Section 5 (i) hereof.
5. Proaram Pavments.
a) The first Subject Quarter of this Agreement will commence November 1 after
the Commencement Date. As soon as practical after the end of each Subject Quarter
following the Commencement Date, the City shall obtain, from the State of Texas, the Sales
Tax Revenues for the previous Subject Quarter pursuant to the information received from
the Texas Comptroller, or if necessary, Waivers described in Section 5(d) hereof.
b) Provided that Partnership is in compliance with its obligations hereunder, on
or before 90 days after the end of the first Subject Quarter following the Initial Payment
Calculation Date, and thereafter, on or before the first business day 90 days after the end
of each Subject Quarter of the Term, the City shall pay Partnership a Program Payment,
which shall be calculated as eighty percent (80%) of the Sales Tax Revenues received the
previous Subject Quarter less the Shortfall Amount, if any. The initial Program Payment
shall be an amount equal to eighty percent of the Sales Tax Revenues received since the
Commencement Date, less the Shortfall Amount, if any. Provided, however, in the event
that City does not receive from the Texas Comptroller the Sales Tax Revenues collected
by a Retailer, the City shall not include the amount of the Sales Tax collected by such
Retailer in the total Sales Tax Revenues upon which the Program Payment is calculated.
WASouthlake\Agreements\EDC Agreements\SLTS.380.030205.Final.wpd Page 6 of 17
c) The City shall not be obligated to make a Program Payment to Partnership
unless:
1) the Partnership is in compliance with the conditions of this
Agreement;
2) the Partnership is in compliance with the conditions of the
Development Agreement;
3) the Partnership is in compliance with the conditions of the Parking
Garages Operating Agreement;
4) a Declaration of Covenants, Restrictions and Easements for the
Grand Avenue Property relating to parking in the Garages in a form satisfactory to the City
has been recorded; and
5) the City has received the Quarterly Sales Tax Report for the
Premises;
6) subject to subsection (d) below, the Tarrant Appraisal District
assesses a value for the Grand Avenue Property Improvements of at least $74,100,000 for
2008 and each year thereafter; and
7) the City's receipt of verification that the hotel constructed on the
Grand Avenue property is not delinquent in the payment of any ad valorem, sales tax or
hotel tax due any governmental entity, provided however, that the hotel shall have the right
to exercise administrative appeals.
8) Partnership's, and Partnership's successors, assigns, and lessees,
acceptance of the values for the Grand Avenue Property and Grand Avenue Property
Improvements assessed by the Tarrant Appraisal District.
d) Notwithstanding the City's obligation in Subsection (b), the City shall deduct
from any Program Payments otherwise due to the Partnership an amount equal to the
Shortfall Amount or any offset amount pursuant to Section 17 hereof.
e) If there is a Shortfall Amount, the City shall retain the Sales Tax Revenues
that would otherwise be due Partnership until such time as the Sales Tax Revenues shall
equal (1) the debt service payment for Public Improvement Debt for that year and (2) any
Shortfall Amount from hotel occupancy taxes owed the City is satisfied.
f) Partnership shall not be entitled to "recoup" any amounts withheld from
Program Payments pursuant to this subsection. In the event there is a Shortfall Amount
which reduces the amount of any Program Payment hereunder, the parties agree that City
shall not include the Shortfall Amount in any future Program payments. By way of example,
if 80% of the Sales Tax Revenues equals $100,000, and there is a Shortfall Amount of
W:\Southlake\Agreements\EDC Agreements\SLTS.380.030205.Final.wpd Page 7 of 17
50,000, the Partnership shall receive a Program Payment of $50,000. If in the next
quarter, 80% of the Sales Tax Revenues equals $100,000, and Partnership is entitled to
receive a Program Payment, the Program Payment shall be $80,000.
g) City may adjust payments due hereunder for errors caused by over and under
reporting and refunds of sales tax.
h) In the event that the City is unable to obtain sales tax revenues for a Retailer
within the Premises, Partnership may obtain a Waiver of Sales Tax Confidentiality in the
form attached hereto as Exhibit "B" from each Retailer located within the Premises, and
submit the same to City. In the event that City does not receive from the Texas Comptroller
the Sales Tax information collected by a Retailer, and such waiver is not provided to City,
the City shall not include the amount of the Sales Tax collected by such Retailer in the total
Sales Tax Revenues upon which the Program Payment is calculated.
i) If a Shortfall Amount resulting from a delinquent ad valorem or hotel
occupancy tax exists at the time a Program Payment is due, to the extent permitted by law,
Partnership may pay to the City an amount equal to the delinquent tax so as to reduce or
eliminate the Shortfall Amount. In the event that the City later receives payment of the
delinquent tax, applicable interest, penalty and attorney's fees from the entity responsible
for payment of the tax, City shall issue a credit against any future Shortfall Amounts in the
amount of the delinquent tax paid, excluding any interest, penalties or attorneys' fees.
j) All Program Payments to be paid pursuant to this Agreement shall be made
from Sales Tax Revenues received from the Grand Avenue Property, to the extent such
funds are legally available. Partnership shall have no recourse against any other funds
of the City.
6. Verification.
If requested by the City, an independent certified public accounting firm acceptable
to the City (the "Auditor") shall audit the calculations of Sales Tax Revenues. If the Auditor
determines that Sales Tax Revenues have been understated, then the City shall pay to the
Partnership the appropriate amount owed pursuant to this Agreement, based on the
Auditor's conclusion, and shall pay for the audit. If the Auditor determines that Sales Tax
Revenues have been overstated, then the Partnership shall promptly pay to the City such
amount owed pursuant to this Agreement and shall pay for the Audit.
7. Default.
a) Should Partnership fail to comply with any term of this Agreement, or have
an event of bankruptcy or insolvency, Partnership shall have thirty (30) days after written
notice from City to come into compliance.
W:\Southlake\Agreements\EDC Agreements\SLTS.380.030205.Final.wpd Page 8 of 17
b) If the noncompliance is not cured within that period, City may terminate this
Agreement by written notice, and shall have no further obligation to Partnership; provided
however, that the City may, in its total discretion, grant Partnership an extension of 30 days
to cure the default if Partnership demonstrates, to the satisfaction of the City Council, that:
1) the default cannot be cured by the payment of monies and (2) cannot be cured within
30 days, and (3) the Partnership is diligently pursuing cure. Partnership may not request
more than three 30 day extensions.
c) The termination of this Agreement shall not affect the transfer of property to
City or otherwise relieve Partnership of its obligations hereunder or under the Development
Agreement or Parking Agreement.
8. Mutual Assistance.
The Partnership hereby consents to and agrees to cooperate with the City to obtain
copies of sales/use tax returns from the State which contains information pertinent to the
calculation of the Sales Tax Revenues.
9. Rearesentations and Warranties.
The Partnership represents and warrants to the City that it has the requisite authority
to enter into this Agreement.
10. Section or Other Headings.
Section or other headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this Agreement.
11. Entire Agreement.
This Agreement, together with the Parking Garage Property Operating Agreement
and the Development Agreement, contain the entire agreement between the parties with
respect to the transactions contemplated herein.
12. Amendment.
This Agreement may only be amended, altered, or revoked by written instrument
signed by the Partnership and the City.
13. Successors and Assigns.
This Agreement shall be binding on and inure to the benefit of the parties, their
respective successors and assigns. City agrees that Partnership may, upon written notice
to the City, assign its rights to receive Program Payments under this Agreement to any third
party. The Partnership may not assign other rights and obligations hereunder without the
prior written approval of the City, which shall be at the discretion of the City. Any
WASouthlake\Agreements\EDC Agreements\SLTS.380.030205.Final.wpd Page 9 of 17
assignment shall be contingent upon the assignee's agreement to comply with the
provisions of this Agreement and the Development Agreement. The City agrees to execute
such documentation as reasonably necessary to evidence the consent of the City to such
assignment in such form as is acceptable to the City or, at the request of a third -party
lender, to enter into a tri -party agreement among the City, such third -party lender and
Partnership, evidencing their agreement with respect to their respective rights and
obligations under this Agreement. Any such agreement shall not become effective unless
the City has received reimbursement for any legal or other professional fees incurred in the
review and execution of the agreement. 1
14. Notice.
Any notice and/or statement required and permitted to be delivered shall be deemed
delivered by depositing same in the United States Mail, certified with return receipt
requested, postage prepaid, addressed to the appropriate party at the following addresses,
or at such other addresses provided by the parties in writing:
Partnership: SLTS Grand Avenue, L.P.,
1256 Main Street, Suite 240
Southlake, Texas 76092
Attn: Brian R. Stebbins
City: City of Southlake
Attn: City Manager
1400 Main Street
Southlake, Texas 76092
A party may change its address to which notices or demands may be given, by written
notice to the other party.
15. Interpretation.
Regardless of the actual drafter of this Agreement, this Agreement shall, in the event
of any dispute over its meaning or application, be interpreted fairly and reasonably, and
neither more strongly for or against any party.
16. Applicable Law.
This Agreement is made and shall be construed and interpreted under the laws of
the State of Texas and venue shall lie in Tarrant County, Texas.
17. Right to Offset.
City may, at its option, offset any amounts due and payable to Partnership under this
Agreement against any debt (including taxes) lawfully due to City from Partnership,
regardless of whether the amount due arises pursuant to the terms of this Agreement or
WASouthlake\Agreements\EDC Agreements\SLTS.380.030205.Final.wpd Page 10 of 17
otherwise and regardless of whether or not the debt due to City has been reduced to
judgment by a court.
18. Indemnification.
a) PARTNERSHIP EXPRESSLY AGREES TO FULLY AND COMPLETELY
DEFEND, INDEMNIFY, AND HOLD HARMLESS THE CITY, AND ITS OFFICERS, AND
EMPLOYEES, AGAINST ANY AND ALL CLAIMS, LAWSUITS, LIABILITIES,
JUDGMENTS, COSTS, AND EXPENSES FOR PERSONAL INJURY (INCLUDING
DEATH), PROPERTY DAMAGE OR OTHER HARM, DAMAGES OR LIABILITY FOR
WHICH RECOVERY OF DAMAGES IS SOUGHT, SUFFERED BY ANY PERSON OR
PERSONS, THAT MAY ARISE OUT OF OR BE OCCASIONED BY ANY NEGLIGENT,
GROSSLY NEGLIGENT, WRONGFUL, OR STRICTLY LIABLE ACT OR OMISSION OF
THE PARTNERSHIP OR ITS AGENTS, EMPLOYEES, OR CONTRACTORS, ARISING
OUT IN THE PERFORMANCE OF THIS CONTRACT, REGARDLESS OF WHETHER OR
NOT THE NEGLIGENCE, GROSS NEGLIGENCE, WRONGFUL ACT, OR FAULT OF
THE CITY OR ITS OFFICERS, AGENTS, OR EMPLOYEES, CONTRIBUTES IN ANY
WAY TO THE DAMAGE, INJURY, OR OTHER HARM. THE REQUIREMENT OF THE
PARTNERSHIP TO DEFEND THE CITY ALSO UNCONDITIONALLY APPLIES
REGARDLESS OF WHETHER OR NOT THE NEGLIGENCE, GROSS NEGLIGENCE, OR
FAULT OF THE CITY OR ITS OFFICERS, AGENTS, OR EMPLOYEES CONTRIBUTES
IN ANY WAY TO THE DAMAGE, INJURY, OR OTHER HARM. Nothing in this paragraph
may be construed as waiving any immunity available to the City under state law. This
provision is solely for the benefit of the Partnership and the City and is not intended to
create or grant any rights, contractual or otherwise, in or to any other person.
b) It is 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. The City, its
elected officials, directors, employees and agents do not assume any responsibility to any
third party in connection with the Partnership's construction or operation of the
improvements constructed on the Grand Avenue Property.
c) City may withhold any payment to Partnership if partnership has entered into
a tax abatement agreement with Carroll Independent School District or if the District
approves an economic development incentive, whether monetary or nonmonetary, or in the
form of a credit, for Partnership or any Affiliated Entity, as that term is defined in the
Development Agreement. After the City Manager reviews the specific incentives authorized
by the District, the City shall determine the dollar value of the incentive and shall deduct the
value from all Program Payments due Partnership.
This Agreement may be executed in multiple counterparts, each of which shall be
considered an original, but all of which shall constitute one instrument.
WASouthlake\Agreements\EDC Agreements\SLTS.380.030205.Final.wpd Page 11 of 17
Attest: THE CITY OF SOUTHLAKE
v`,11111111f/f
JVTH
f''•,, By: t
Lori Farwell, City Secre ,,.•••••;'FF' Ander Warn ganss, ayor
0
c • r
nom9
o•••• •.•' SLTS GRAND AVENUE, L.P.,
A TEXAS LIMITED PARTNERSHIP
1111,11111,,
By: SLTS Grand Avenue Genpar, L.L.C., a
Texas limited liability company, its general
partner
By: Cooper & Stebbins, L.P., a Texas limited
partnership, its member
By: CS Town Centers, LLC, a Texas
limited liability company, its general
partner
By: CS Town Centers, LLC, a Texas
limited liability company, its
general partner
By:
Brian WStebbins,
Managing Member
WASouthlake\Agreements\EDC Agreements\SLTS.380.030205.Final.wpd Page 12 of 17
STATE OF TEXAS §
COUNTY OF TARRANT §
Before me W rt A • :n ewe I on this day personally appeared Andy
Wambsganss, known to me to be the person whose name is subscribed to the foregoing instrument and
acknowledged to me that he executed the same for the purposes and consideration therein expressed.
SEAL)
Given under my hand and seal of office this 41 day of WCL J*'-- , A.D.
STATE OF TEXAS §
COUNTY OF TARRANT §
Notary Public in and for the State of Texas
My Commission Expires: 101>-7105--
t I
Type or Print Notary's Name:
Lotn- A - F rav I/
Before me Ta -pa A. BemkS on this day personally appeared Brian R.
Stebbins, known to me to be the person whose name is subscribed to the foregoing instrument and
acknowledged to me that he executed the same in his capacity as managing member of CS Town Centers,
LLC, a Texas limited liability company, the general partner of Cooper & Stebbins, L.P., a Texas limited
partnership, the memberof SLTS Grand Avenue Genpar, L.L.C., a Texas limited liability company, the general
partner of SLTS Grand Avenue, L.P., a Texas limited partnership, on behalf of such limited liability companies
and limited partnerships.
Given under my hand and seal of office this
SEAL) \011.......,,u,,,
K;, A A'.B'%
z'w''a' 0
OF
08
8fh day of , A.D. =
Notary Public in and for the State of Texas
My Commission Expires: /0-F-66
Type or Print Notary's Name:
M A. (,mss
WASouthlake\Agreements\EDC Agreements\SLTS.380.030205.Final.wpd Page 13 of 17
EXHIBIT "A"
DESCRIPTION OF PROPERTY
BOUNDARY SURVEY
WASouthlake\Agreements\EDC Agreements\SLTS.380.030205.Final.wpd Page 14 of 17
S N k a
s4. a. • ' . . - ;;'
111
H
R
R
I
R; 1I
pg
2d
an 1. i
COOPER a STEBBINS, LP. BOUNDARY SURVEY bBuiy+partners
BEING A 41.350 ACRE TRACT OF LAND SITUATED IN THE ........rw.r°'•"' SEQ STATE HIGHWAY M AND NORTH RICHARD FADS SURVEY, ABSTRACT NO. 481
CARROLL AVENUE CITY OF SOUTHLAKE, TARRANT COUNTY, TEXAS fin. 4•bxll.4 lY1
wl it if if it m "gal D
H
ii S cls ?a E F
sx
aR
3i
RI it R Viiia ' =a$ $ x3 E E'i astae4;tx A . Y£
4 M8
Al 4 _
3£
Rid ii ::
f i
jj _
Ebe
dz
R. a
8q
a
R'
s ff=a r,
s„ Alif _ £ £ ye
p pppp' 1q 8g 833 ±i"b8 I. fv ]¢b eDiS rpBY? qC $ i i
4 i 5ij if if jA 51-4 sn D i'e11 if I
RRSa lrtq RR ,av;
SSa"
z
Y Y iqq 4 Y Y aRF'A-. ;TJ ? 3 1'
u.,
i f
y
a a R >f R3ra Ra'R x"Jz
a g a g a y iT N W
liltRR
y
gg
oz
I r__. f'tDV Owr 2-t°-pD
BOUNDARY SURVEY t
N
o COOPER 3 STEBBINS, LP. B1COOPER Partnersz10..E n xoD
mm BEING A 41.350 ACRE TRACT OF LAND SITUATED IN THE
N y I Ow/ttJ 11 DJD YI. inl/ Y Iwt Yu IM
1,>kun-DI.v,_a<o.JxK BEG STATE HIGIiWAY 114 AND NORTH I RICHARD FADS SURVEY, ABSTRACT N0. 487
IrnI.c lla. w a-o+n. CARROLL AVENUE CITY OF SOUTHLAKE, TARRANT COUNTY, TEXAS
ii A
5p3x
i,
I r__. f'tDV Owr 2-t°-pD
BOUNDARY SURVEY t
N
o COOPER 3 STEBBINS, LP. B1COOPER Partnersz10..E n xoD
mm BEING A 41.350 ACRE TRACT OF LAND SITUATED IN THE
N y I Ow/ttJ 11 DJD YI. inl/ Y Iwt Yu IM
1,>kun-DI.v,_a<o.JxK BEG STATE HIGIiWAY 114 AND NORTH I RICHARD FADS SURVEY, ABSTRACT N0. 487
IrnI.c lla. w a-o+n. CARROLL AVENUE CITY OF SOUTHLAKE, TARRANT COUNTY, TEXAS
EXHIBIT "B"
WAIVER FORM
W:\Southlake\Agreements\EDC Agreements\SLTS.380.030205.Final.wpd Page 15 of 17
EXHIBIT "B"
WAIVER OF SALES TAX CONFIDENTIALITY
Date
I authorize the Comptroller of Public Accounts to release sales tax information pertaining
to the taxpayer indicated below to , and the City of Southlake, Texas.
I understand that this waiver applies only to our retail store located in
in Southlake, Texas.
Please print or type the following information as shown on your Texas Sales and Use Tax
Permit:
Name of Taxpayer Listed on Texas Sales Tax Permit
Name Under Which Taxpayer is Doing Business (d/b/a or Outlet Name)
Taxpayer Mailing Address
Physical Location of Business Permitted for Sales Tax in Southlake, Texas
Texas Taxpayer ID Number Tax Outlet Number
As Shown on Texas Sales Tax Permit)
Authorized Signature*
Print Name of Authorized Signature
Position of Authorized Signature
Phone Number of Authorized Signature
The authorized signature must be an owner, officer, director, partner or agent authorized to sign a Texas Sales
Tax Return. If you have any questions concerning this waiver of confidentiality, please contact Texas Comptroller
of Public Accounts at 1-800-531-5441, Ext. 5-0411.
EXHIBIT "C"
DEVELOPMENT AGREEMENT
W:\Southlake\Agreements\EDC Agreements\SLTS.380.030205.Final.wpd Page 16 of 17
EXHIBIT "D"
PARKING GARAGE PROPERTY OPERATING AGREEMENT
W:\Southlake\Agreements\EDC Agreements\SLTS.380.030205.Final.wpd Page 17 of 17
n
EXHIBIT "D"
W:1Southiake\Resolutions\SLTS380 TIF Parking Agmt Resolution.wpd Page 7
PARKING GARAGE PROPERTY OPERATING AGREEMENT
This Parking Garage Property Operating Agreement ("Agreement") is entered into
as of the M day of IMar-ck- - , 2005 by and between the City of
Southlake, a Texas municipal corporation of Tarrant County and Denton County, Texas
hereinafter called "City"), Town Square Ventures, L. P., an Illinois limited partnership
TSV"); Town Square Ventures II, L. P., a Texas limited partnership ("TSVII"; TSV and
TSVII collectively referred to herein as the "Phase I Owner") and SLTS Grand Avenue,
L.P., a Texas limited partnership (hereinafter called "Phase IV Owner"), (the Phase I Owner
and the Phase IV Owner are hereinafter collectively referred to as the "Project Owner") and
Southlake Town Square Association, a non-profit corporation of Texas (hereinafter called
Association").
RECITALS
A. City and the County of Tarrant, Texas have an irrevocable license (the
Existing License") in certain real property and parking improvements located on Block 4R,
Lot 3, Block 2R1, Lot 4, and Block 3R1, Lot 2 in Southlake Town Square, Southlake, Texas,
which currently serves the employees of the City and the County and visitors to Southlake
Town Hall.
B. Project Owner collectively owns the land consisting of Phase I (being that
certain real property described on Exhibit A-1, attached hereto, and herein so called) and
Phase IV (being that certain real property described on Exhibit A-2 attached hereto and
herein so called) of Southlake Town Square, a development in the Downtown District,
Southlake Town Square Addition, Southlake, Texas. Phase I and Phase IV constitute the
Project" and are depicted and shown on Exhibit B.
C. City has approved the Site Plan for Phase IV of the Project, a copy of which
is attached hereto as Exhibit C. City agrees that the Site Plan, as approved, meets the
requirements for parking in the City's zoning ordinance. City intends that the parking
garages be for the use of the general public and to the extent permitted by law, agrees it
will not charge for parking at least until the expiration of the Reinvestment Zone Number
One, City of Southlake (the "TIF District"), established by Ordinance No. 682, adopted on
September 23, 1997.
D. Phase IV Owner and City have entered into a Development Agreement (the
Development Agreement") and an Economic Development Program Agreement related
to Phase IV, (the "Economic Development Agreement") for the funding, construction and
conveyance of certain community facilities and improvements, including two parking
garages to be located on Block 4R1, Lot 5, and Block 3R2, Lot 7 of Phase IV.
E. The reimbursement of funds to Phase IV Owner under the Development
Agreement for the construction of public improvements within the TIF District constitutes
a portion of the consideration for the conveyance of the two parking garages to City in
accordance with the terms thereof; the remainder of the consideration for the conveyance
W:\Southlake\Agreements\EDC Agreements\Parking Agrmt.Fina1.030205.wpd Page 1 of 22
of the two parking garages to City is to be paid to the Phase IV Owner in accordance with
the terms of the Economic Development Agreement.
F. As partial consideration for the funds to be paid to Phase IV Owner under the
Development Agreement and the Economic Development Agreement, Project Owner and
Association have agreed to impose restrictions upon the tenants, successors, and assigns
within the Project, and to pay for a proportionate share of the expenses of maintenance for
the parking garages, as more fully set forth herein.
G. Association is organized to enforce the Declaration of Covenants, Restrictions
and Easements on the Town Square Addition, as it exists as of the date of execution of this
Agreement. Association is authorized, pursuant to the Declaration, to impose rules and
regulations regarding parking and to enforce the regulations.
H. ' Phase I Owner will benefit from the availability of parking resulting from the
construction and operation of the Parking Garage West and Parking Garage East.
I. Project Owner and City now desire to enter into this Agreement to
memorialize their agreement relative to the use of, and payment for the Operating
Expenses associated with, the Parking Garages; NOW, THEREFORE, THE PARTIES
AGREE AS FOLLOWS:
1. RECITALS ADOPTED. The recitals set forth above are hereby incorporated in this
Agreement.
2. DEFINITIONS.
Agreement Year means each 12 month period during the Term, with the first
Agreement Year commencing on the Commencement Date and ending on the day prior
to the first annual anniversary thereof.
Annual Maintenance Fee means for each applicable Agreement Year, an amount
equal to Project Owner's Proportionate Share of the annual Operating Expenses incurred
by City with respect to the operation of the Parking Garages for that Agreement year.
Commencement Date means the date that the Parking Garage Properties are
conveyed to and accepted by City in accordance with the Development Agreement.
City means the City of Southlake Texas.
County means the County of Tarrant, State of Texas.
Declaration of Covenants, Restrictions and Easements or CRE means the
Restated and Amended Declaration of Covenants, Restrictions and Easements for Town
Square, as recorded in Volume 15097, Page 457 of the Real Property Records of Tarrant
County, Texas, as affected by instruments recorded in Volume 15097, Page 458, in Volume
16844, Page 91, in Volume 17262, Page 260, and in Volume 17263, Page 3 of the Real
Property Records of Tarrant County, Texas.
WASouthlake\Agreements\EDC Agreements\Parking Agrmt.Fina1.030205.wpd Page 2 of 22
Development Agreement means, as defined in Recital D, the Development
Agreement, between the City and Phase IV Owner executed of even date herewith.
Economic Development Agreement means, as defined in Recital D, the Economic
Development Program Agreement, between the City and the Phase IV Owner executed of
even date herewith.
Operating Expenses means certain expenses actually paid by City pertaining to the
City's operation and maintenance of the Parking Garage Properties, and shall include, but
not be limited to, the following expenses (including the actual cost of labor associated
herewith): repairs and maintenance, cleaning, landscaping, lighting, irrigation and utility
costs, property insurance and general liability insurance, workers' compensation insurance
and other reasonable and customary expenses to maintain and operate the Parking
Garage Properties, but shall not include the cost of taxes.
Parking Garage East means the parking garage located on Block 4R1, Lot 5 of
Phase IV of the Southlake Town Square Addition to the City of Southlake, Texas.
Parking Garage West means the parking garage located on Block 3R2, Lot 7 of
Phase IV of the Southlake Town Square Addition to the City of Southlake, Texas.
Parking Garage Properties means, collectively, the Parking Garage West and the
Parking Garage East.
Proportionate Share means a fraction expressed as a percentage, the numerator
of which is the total square footage of all buildings owned by the applicable party within the
Phase I and Phase IV Property, and the denominator of which is the total square footage
of all buildings within Phases I and IV of the Town Square Addition. It does not include the
Parking Garage West and Parking Garage East.
3. TERM. This Agreement shall become effective as of the date of execution by the
last party to sign this Agreement and shall continue until terminated as provided herein (the
Term").
4. CONSIDERATION. As a portion of the consideration for the conveyance to City of
the Parking Garage West and Parking Garage East pursuant to the Development
Agreement, the City agrees to the terms of the Development Agreement and Economic
Development Agreement. As a portion of the consideration for such payment and
reimbursement by City and to facilitate and promote economic development, Project Owner
agrees to (i) include the applicable restrictions on parking described in Section 5.A.2 of this
Agreement in all of its leases, contracts of sale and deeds conveying any interest in the
Phase I and Phase IV Property, and (ii) pay for the Annual Maintenance Fee as provided
below and (iii) amend the CRE to impose the restrictions in Section 5.A.2 on the Phase I
Property and (iv) adopt and record these restrictions on the Phase IV Property.
WASouthlake\Agreements\EDC Agreements\Parking Agrmt.Fina1.030205.wpd Page 3 of 22
5. PROJECT OWNER'S COVENANTS.
A. In consideration of City's agreement to reimburse Project Owner fora portion
of the cost to construct Parking Garage West and Parking Garage East pursuant to the
Development Agreement and Economic Development Agreement, Project Owner agrees
to:
1. pay the Annual Maintenance Fee within 45 days after receipt from the
City of the invoice for such Fee; and
2. " include provisions in all of its leases executed after November 16,
2004, and contracts of sale of any property located within any phase of the Town Square
Addition to the City that the tenants, owners and subsequent owners shall:
a. restrict their employees from parking in parking spaces located
on the first and second floors of either Garage; and
b. comply with the City's rules and regulations governing the
Parking Garages, as amended from time to time;
3. not impose a fee for parking in the Parking Garages;
4. not guarantee or reserve parking spaces in the Parking Garages; and
5. amend the CRE to include the provisions of this Section.
B. In consideration of the City's approval of the Site Plan, Association agrees
to:
1. adopt the provisions of Section 5.A.2 therein as rules and regulations
pursuant to Section 8.2 of the CRE; and
2. collect the Annual Maintenance Fee from the owners of property within
Phase I and remit the same to the City.
C. Phase I Owner agrees to make available 221 parking spaces for the use of
the City and County during construction of the Parking Garages in accordance with the
terms of the Existing License. Upon the Commencement Date, City agrees that the
Existing Irrevocable Parking License heretofore granted to City shall terminate. City agrees
to use all reasonable efforts to obtain County's consent to the termination of the said
License.
6. CITY'S RIGHTS AND COVENANTS. The City shall be and is entitled to all rights
and privileges of ownership of the Parking Garages except to the extent otherwise provided
in this Agreement and to shall be entitled to take all actions necessary or desirable to its
rights and obligations as owner and operator of the Parking Garage Properties. The City
agrees:
WASouthlakeWgreements\EDC Agreements\Parking Agrmt.Fina1.030205.wpd Page 4 of 22
A. that City's invoice delivered to Project Owner for the Annual Maintenance Fee
shall include reasonably sufficient detail regarding the amount and calculation of Operating
Expenses (it being agreed that the standard for detail shall be the form of the invoice as
delivered to City under the Existing License);
B. that City shall not use the Parking Garage Properties for a "bus barn" or
vehicle maintenance area;
C. to restrict its employees, for the term of the Reinvestment Zone, from parking
in parking spaces located on the first and second floors of either the Parking Garage West
or Parking Garage East;
D. that the provisions of this Agreement do not alter the City's approval of the
Site Plan and that City intends that the parking garages be for the use of the general public;
and
E. to the extent permitted by law, it will not charge for parking at least until the
expiration of the Reinvestment Zone Number One, City of Southlake (the "TIF District"),
established by Ordinance No. 682, adopted on September 23, 1997.
7. INDEMNITY AND INSURANCE.
A. TO THE EXTENT PERMITTED BY LAW, ASSOCIATION AND PROJECT
OWNER SHALL INDEMNIFY, PROTECT, DEFEND AND HOLD HARMLESS CITY AND
ALL OF ITS RESPECTIVE OFFICERS, EMPLOYEES, SERVANTS, AND AGENTS
COLLECTIVELY, "INDEMNITEES") FOR, FROM AND AGAINST ALL LIABILITIES,
CLAIMS, FINES, PENALTIES, COSTS, DAMAGES OR DEATH OF OR PERSONAL
INJURIES TO PERSONS, DAMAGES TO PROPERTY, LOSSES, LIENS, CAUSES OF
ACTION, SUITS, AND JUDGMENTS (INCLUDING COURT COSTS, AND
REASONABLE ATTORNEYS' FEES), OF ANY NATURE, KIND OR DESCRIPTION,
DIRECTLY OR INDIRECTLY ARISING OUT OF, CAUSED BY, OR RESULTING FROM
IN WHOLE OR PART) ANY ACT, OMISSION, NEGLIGENCE OR WILLFUL
MISCONDUCT OF ASSOCIATION AND PROJECT OWNER OR ANY OF ITS
EMPLOYEES, OR ANY OF ITS TENANTS OR OWNERS; (3) DAMAGE TO
ASSOCIATION AND PROJECT OWNER'S PROPERTY, OR THE PROPERTY OF ANY
OF ITS EMPLOYEES, OWNERS, OR TENANTS LOCATED IN OR ABOUT THE
PARKING GARAGES (COLLECTIVELY, "LIABILITIES").
B. PROJECT OWNER AND ASSOCIATION AGREE THAT CITY SHALL NOT
BE RESPONSIBLE FOR AND ASSOCIATION AND PROJECT OWNER HEREBY WAIVE
ALL CLAIMS ARISING OR ALLEGED TO ARISE FROM THEFT OF OR DAMAGE TO
ANY VEHICLES OCCUPYING THE PARKING IMPROVEMENTS OR THE CONTENTS
OF SUCH VEHICLES.
WASouthlake\Agreements\EDC Agreements\Parking Agrmt.Fina1.030205.wpd Page 5 of 22
8. DEFAULT.
A. Events of Default. In the event Project Owner shall fail to pay maintenance
or sums payable by Project Owner hereunder when due or Project Owner shall fail to
comply with or observe any other provision of this Agreement and such failure shall
continue for 30 days after written notice to Project Owner; an event of default shall be
deemed to have occurred.
B. Remedies. Upon the occurrence of any event of default and the expiration
of any the notice and cure period, City shall have the option to pursue any remedy at law
or in equity without any further notice or demand whatsoever, including termination and the
imposition of a lien on the property of the Project Owners or their successors in the amount
of any delinquent payment. Moreover, the parties agree that a default in the payment of
the Annual Operating Expenses will result the delinquent amount being deducted from the
Program Payments otherwise due Phase IV Project Owner under the Economic
Development Agreement. All rights and remedies of City herein or existing at law or in
equity are cumulative and the exercise of one or more rights or remedies shall not be taken
to exclude or waive the right to the exercise of any other.
C. Interest Pavable. Any payment due under this Agreement that is not paid
within 10 days after the date herein specified to be paid shall bear interest from the date
of such payment is due to the date of actual payment at the rate of ten percent (10%) per
annum or the highest lawful rate of interest permitted by Texas or federal law, whichever
rate of interest is lower; provided however, that not more often than once every five years,
the City shall have the right to adjust the interest rate to reflect prevailing market conditions.
9. AMENDMENT. Any agreement hereafter made between City, Association and
Project Owner shall be ineffective to modify, release, or otherwise affect this Agreement,
in whole or in part, unless such agreement is in writing and signed by all parties.
10. WAIVER. The failure of either party to this Agreement to complain of any action,
non -action, or default of the other party shall not constitute a waiver of any such party's
rights under this Agreement. Waiver by either party to this Agreement of any right for any
default of the other party shall not constitute a waiver of any right for either a prior or
subsequent default of the same obligation or for any prior or subsequent default of any
other obligation.
11. PARTIES AND SUCCESSORS. Subject to the limitations and condition set forth
elsewhere herein, this Agreement shall bind and inure to the benefit of the respective heirs,
legal representatives, successors, and assigns of the parties hereto.
12. COVENANTS RUN WITH THE PROPERTY. The provisions, restrictions on parking
and covenants regarding payment of the Annual Maintenance Fee set forth in this
Agreement are hereby declared covenants running with the Property and are fully binding
on the City, the Association and the Project Owner and each subsequent owner or
assignee of all or any portion of the Property and shall be binding on all successors, heirs,
and assigns of the Project Owner or Association which acquire any right, title or interest in
W:\Southlake\Agreements\EDC Agreements\Parking Agrmt.Fina1.030205.wpd Page 6 of 22
or to any property located within any phase of the Town Square Addition to the City. This
Agreement shall be recorded in the Real Property Records of Tarrant County.
13. NOTICE.
If intended for City, to:
If intended for Phase I Owner, to
If intended for Phase IV Owner, to:
If intended for Association, to:
City Manager
City of Southlake
1400 Main Street, Suite 460
Southlake, Texas 76092
Town Square Ventures, L.P.
1700 Alma Road
Plano, Texas 75075
Attn: Matt Tice
SLTS Grand Avenue, L.P.
1256 Main Street, Suite 240
Southlake, Texas 76092
Attn: Brian R. Stebbins
Southlake Town Square Assn.
1256 Main Street, Suite 240
Southlake, Texas 76092
Notices shall be deemed received upon the earlier of (1) actual receipt, (2) if mailed, three
days after deposit by certified mail (return receipt requested) in an official depository of the
United States Postal Service, (3) if sent by a nationally recognized overnight courier
service, the first business day after delivery to such service.
14. GOVERNING LAW. VALIDITY, ENFORCEABILITY, INTERPRETATION AND
CONSTRUCTION OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF
THE STATE OF TEXAS (WITHOUT REGARD TO CONFLICT OF LAW RULES) AND THE
LAWS OF THE UNITED STATES APPLICABLE TO TRANSACTIONS IN TEXAS. ALL
OBLIGATIONS OF THE PARTIES CREATED HEREUNDER ARE TO BE PERFORMED,
AND EXCLUSIVE VENUE SHALL LIE, IN TARRANT COUNTY, TEXAS.
15. MISCELLANEOUS. This Agreement, including all exhibits which may be attached
hereto (which exhibits are hereby incorporated herein and shall constitute a portion hereof,
contains the entire agreement between Association, Project Owner and City with respect
to the subject matter hereof). Further, the provisions of this Agreement shall not be
construed against or in favor of a party hereto merely because such party is the "City" or
the "Project Owner" hereunder or such party or its counsel is the drafter of this Agreement.
16. TIME OF ESSENCE. Time is of the essence of this Agreement and each and all
of its provisions in which performance is a factor.
WASouthlake\Agreements\EDC Agreements\Parking Agrmt.Final. 030205.wpd Page 7 of 22
17. REPRESENTATIONS AND WARRANTIES.
A. Project Owner hereby represents and warrants to the City that:
1. Project Owner has full lawful right, power and authority to execute and
deliver and perform the terms and obligations of this Agreement and that the execution and
delivery of this Agreement has been duly authorized by all necessary action by the Project
Owner;
2. this Agreement constitutes the legal, valid and binding obligations of
Project Owner and is enforceable in accordance with its terms and provisions;
3. Project Owner is the sole owner of all property within the Project and
there are no liens, encumbrances, leases, tenancies, rental agreements or concession
agreements in effect regarding the Phase I or Phase IV Property except those listed in
Exhibit D;
4. all action necessary to ensure that the lienholders and tenants
identified in Exhibit D have consented to the provisions of this Agreement and agreed to
be bound by the provisions hereof; and
5. the execution and performance of this Agreement will not violate
Section 7.2 of the CRE.
B. The Association hereby represents and warrants to the City that:
1. Association has full power and authority to agree to this Agreement
and full lawful right, power and authority to execute and deliver and perform the terms and
obligations of this Agreement;
2. the execution and delivery of this Agreement has been duly authorized
by all necessary action by the Association;
3. the Association's execution and performance under this Agreement
will not violate the CRE or any other Agreement to which the Association is a party; and
4. Association is empowered and authorized pursuant to Section 8.2 of
the CRE to impose the provisions of this Agreement in its rules and regulations for parking.
C. The foregoing representations and warranties shall survive the execution of
this Agreement and continue throughout the Term.
CITY OF SOUTHLAKE, TEXAS ATTEST:
B A,- agy: y:
Andy Waa hbsganss, Mayor Lori Farwell,
oV H''•-
5
ee .
es - ov .
co
City Secretary***
WASouthlake\Agreements\EDC Agreements\Parking Agrmt.Fina1.030205.wpd Page 8 of 22
STATE OF TEXAS §
COUNTY OF TARRANT §
w l_
This instrument was acknowledged before me on Wa `u )601 , 2005, by Andy Wambsganss, the Mayor
of the City of Southlake, Texas, a Texas municipality on behalf of said municipality.
40
Seal) ,`a unwriuri- a
Notary Public in and for the State of Texas
MyrCor issio Expires:
rA
f
to ;
fir
yA AY
h
W:\Southlake\Agreements\EDC Agreements\Parking Agrmt.Final. 030205.wpd Page 9 of 22
TOWN SQUARE VENTURES, L.P.,
an Illinois limited partnership, Phase I Owner
By: WESTERN TOWN SQUARE VENTURES I GP, L.L.C.,
a Delaware limited liability company,
its general partner
By: INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.,
a Maryland corporation,
its sole member
By:
Name:
Its:
Date of Signature: Yk- i - r.k 3 t J
6(A
STATE OF ILLINOIS
COUNTY OF DUPAGE
This instrument was acknowledged before me on M"d' 2 1 , 2005, by
b ra- a . Pathe --,64 of Inland Western Retail Real Estate Trust, Inc., sole member
of Western Town Square Ventures I GP, L.L.C., general partner of Town Square Ventures, L.P., on behalf of said
corporation, limited liability companies and limited partnerships. //
Seal) kg
N"Publicnd for the State of
My Commission Expires:
OFFICIAL SEAL
KIMBERLYA MITCHELL
NOTARY PUBLIC • STATE OF IWNOIS
MY COMMISSION EXPIRES: 03.12-07
paof io of'ag
SLTS GRAND AVENUE, L.P.,
a Texas limited partnership, Phase I Owner
By: SLTS Grand Avenue Genpar, L.L.C.,
a Texas limited liability company,
General Partner
By: Cooper & Stebbins, L.P.,
a Texas limited partnership,
its member
By: CS Town Centers, LLC,
a Texas limited liability company,
its general partner
By: L'
Brian R. Stebbins,
Managing Member
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on ' /ff , 2005, by Brian R. Stebbins, the
managing member of CS Town Centers, jkwl$ neral partner of Cooper & Stebbins, L.P., the member of SLTS Grand
Avenue Genpar, L.L.C., the general p\ ,, jr ,Fend Avenue, L.P., on behalf of said limited liability companies and
limited partnerships. o` T ... 0''
Seal) = * : • ce
p
9 Notary Public in and for the State of Texas
My Commission Expires: 0j, OF
Vy
SOUTHLAKE TOWN SQUQREAS OVATION,
A TEXAS NON PROFIT CORPORATION
By.
Brian R. St ins, President 8
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on ii%l rl' 7 1S 2005, by Brian R. Stebbins, the
President of Southlake Town Square Association, Inc., a Texas non-profit corporation on behalf of said corporation.
X%1%1{IIIIIIII///1
Seal) 0\\NRAPRA A.
Y •' Notary Public in and for the State of Texas
My CoCooExpires: : •
OS
W:\Southlake\Agreements\EDC Agreermt.Final. 030205.wpd Page 11 of 22
TOWN SQUARE VENTURES II, L.P.,
a Texas limited partnership
By: Town Square Ventures II GP, L.L.C., a Texas limited liability
company, its general partner
By: C&S Southlake Capital Partners I, L.P., a Texas limited partnership
its member
By: WESTERN TOWN SQUARE VENTURES GP, L.L.C.,
a Delaware limited liability company,
its general partner
By: INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.,
a Maryland corporation,
its sole member
By: . /n
Name: `%G( -1{-el
Its:
Date of Signature:
STATE OF ILLINOIS )
COUNTY OF DUPAGE )
This instrument was acknowledged before me on JM"CY k a 1 . 2005, by
Olt-br-11- n • pa 1 r -r a,r , the k<, of Inland Western Retail Real Estate Trust, Inc., sole member
of Western Town Square Ventures GP, L.L.C., general partner of C&S Southlake Capital Partners I, L.P., a Texas
limited partnership, member of Town Square Ventures II GP, L.L.C., a Texas limited liability company, general
partner of Town Square Ventures II, L.P., on behalf of said corporation, limited liability companies and limited
partnerships. ,
D/ Seal)
Notary Public ' and for the State of
My Commission Expires:
OFFICIAL SEAL
KIMBERLYA MITCHELL
NOTARY PUBLIC - STATE OF ILLINOIS
MY COMMISSION EXPIRES: 03.12-07
Pao e I
EXHIBIT A-1
LEGAL DESCRIPTION OF PHASE I
Lots 3 and 4, Block 1 R; Lots 2 and 4, Block 2R1; and Lots 1 and 2, Block 3R1,
SOUTHLAKE TOWN SQUARE - PHASE I, an Addition to the City of Southlake, Tarrant
County, Texas, according to plat recorded in Cabinet A, Slide 6888 and 6889, Plat Records
of Tarrant County, Texas;
Lots 1 and 2, Block 1 R; Lots 1 and 3, Block 2R1, SOUTHLAKE TOWN SQUARE - PHASE
I, an Addition to the City of Southlake, Tarrant County, Texas, according to plat recorded
in Cabinet A, Slide 6888 and 6889, Plat Records of Tarrant County, Texas; and
Lots 3,4 and 5, Block 5R; and Lot 1, Block 4R, SOUTHLAKE TOWN SQUARE - PHASE
I, an Addition to the City of Southlake, Tarrant County, Texas, according to plat recorded
in Cabinet A, Slide 6888 and 6889, Plat Records of Tarrant County, Texas.
WASouthlake\Agreements\EDC Agreements\Parking Agrmt.Final.030205.wpd Page 13 of 22
EXHIBIT A-2
LEGAL DESCRIPTION OF PHASE IV
Lots 4, 5, 6 and 7, Block 3R2; and Lots 4, 5, 6, and 7, Block 4R1; Blocks 12-14; Block 17;
and Block 18, SOUTHLAKE TOWN SQUARE - PHASE IV, constituting the Plat Revision
approved by the City of Southlake as Case No. ZA04-071 on October 5, 2004, described
by metes and bounds on the boundary survey of February 10, 2005, and prepared by Brury
and Partners attached as follows:
Remainder of Page Intentionally Left Blank]
WASouthlake\Agreements\EDC Agreements\Parking Agrmt.Final. 030205.wpd Page 14 of 22
L^]V AH l
IRA
Aid01, 10, IPA q 4 RgAgA.
TIP RE q'r -
xz
pp / 9Ze
1 } 1 I ' 6 >
Y
lip § § 5
I r
I w .
sir c u.a I
it
Eip! i '1
n°o+ "
p"` 4
Illllii•__
ar I#tAl F9 I I ,
R'
t
y'
M i'"' ''' • 6 f 5 r .
wrl.a.v
r'"LF.'Ska=.. wr f I
M.
r , `'
E'
s dpi! ; ; E
i t
f
F r"•K 1
c $ ]POP r 103LW
O i'
z r
A\
COOPER a STEBBINS, LP. BOUNDARY SURVEY b Bury+Partaersyn °i" •r X00 I BEING A 41.350 ACRE TRACT OF LAND SITUATED IN THE "•• '•`°"•"'
in
SEQ STATE HIGHWAY 114 AND NORTH RICHARD EADS SURVEY, ABSTRACT N0. 481
r>r vr-.,a.r.w. I u rmiwiau w lmrn•n
n.tn w, wwc-a n. I CARROLL AVENUE CITY OF SOUTHLAKE, TARRANT COUNTY, TEXAS wv,a...-r., V.•ynhrr
a;1
JZMR
SP _ Q A
41
a1 5a1 i§a1 a1 a11 ° § ° i° v
g Ivd a I a d y d d a g_ T 7d d d d
d q
8
i e YYY `¢
a
P
galaii i YqY f7i:
lor.ry xoo COOPER & STEBBINS, L.P. BOUNDARY SURVEY i$ury+PartnersNeinmIarw .K D1D
SEQ STATE HIGHWAY 114 AND NORTH
BEING A 41.350 ACRE TRACT OF LAND SITUATED IN THE
RICHARD EADS SURVEY, ABSTRACT NO. 48I
x nux....xr.x.
i
lor.ry xoo COOPER & STEBBINS, L.P. BOUNDARY SURVEY i$ury+PartnersNeinmIarw .K D1D
SEQ STATE HIGHWAY 114 AND NORTH
BEING A 41.350 ACRE TRACT OF LAND SITUATED IN THE
RICHARD EADS SURVEY, ABSTRACT NO. 48I
x nux....xr.x.
I Knxrl n.: wsos-a u. 1 CARROLL AVENUE I CITY OF SOUTHLAKE, TARRANT COUNTY, TEXAS Ta I+Mn rx rx lm ruu
sxn.w..•n. r..yx yr w
EXHIBIT "B"
DEPICTION OF PHASE I AND PHASE IV OF THE PROJECT
W:\Southlake\Agreements\EDC Agreements\Parking Agrmt.Final.030205.wpd Page 17 of 22
EXHIBIT B
DEPICTION OF PHASE I AND IV OF THE PROJECT
COIYl `ITfEYIt \\
VCr CRR ^KII NC
GRAND AVENUE
M A •S 7 E R P L A N
190p-
cam•
qtr
cfo
te
nvc. I c
jam 'r_ '1: u ._:: .. s•L
COIYl `ITfEYIt \\
VCr CRR ^KII NC
GRAND AVENUE
M A •S 7 E R P L A N
190p-
EXHIBIT "C"
APPROVED SITE PLAN FOR PHASE IV OF THE PROJECT
W:\Southlake\Agreements\EDC Agreements\Parking Agrmt.Final.030205.wpd Page 19 of 22
ikx
ligOrli
1
MIN
MH
iZ'-
i, ni ii'I' i i.. -
It
1iflat
2
2
x
EXHIBIT "D"
LIST OF LIENS, LEASES, TENANCIES, ENCUMBRANCES,
AND CONCESSION AGREEMENTS
W:\Southlake\Agreements\EDC Agreements\Parking Agrmt.Final.03020$.wpd Page 20 of 22
EXHIBIT D
LIST OF LIENS, LEASES. TENANCIES, ENCUMBRANCES AND
CONCESSION AGREEMENTS
PHASE 1:
Owner: Town Square Ventures, L.P.
Property: Blocks 1, 2, 4 (excluding Lot 3), and 5
Lienholder: Nomura Credit & Capital, Inc.
Encumbrances: Per Phase I Final Plat
Concession Agreements: None
Tenancies:
American Eagle Ruby General Mills
Animal Crackers Sharper Image Genentech
Ann Taylor Sprint Gregory Taylor
Any Occasion Gifts Starbucks Harken Energy Corporation
BA Framer Stylette dba Glass Slipper Harold's (Office)
Banana Republic Sweet & Sassy Heinen & Associates
Barse Retail Talbots Hometrust Mortgage
Bath and Body Works Terrace Day Spa & Salon House of Representatives
Bless Your Heart Thai Chili Harken Energy Corporation
Boardroom The Container Store Johnson & Johnson
Bombay Company The Mother's Place Johnson Rooney Welch
Cafe Express The Paper Closet Just for Kids
Charmed by Melissa Three Feet Keller Williams Realty
Chico's Victoria's Secret Larry North Total Fitness
Circa Design Village Jewelers (Block 2) Larsen & King
Corner Bakery Village Jewelers (Block 5) Johnson & Johnson
D'Hierro Villeroy & Boch Lifeguard (Block 5)
Eddie Bauer Williams -Sonoma Lyons, Butler & Pesserillo
Eyes Nouveau X's & O's Main Street Financial (Tamer)
FNB of Wichita Falls Yong Nim Cho Micheal Bryan
Francesca's Abernathy Natural Healing Center
Gap Audra D. Boxma, PA Ortho-Alliance/Johnson & Collins
Gap Kids Benefit Architects Pearlstone Energy -M Young
Harold's Bradley, Luce & Bradley Prizm Development
Jamba Juice Brownstones Rattikin Title Group
James Avery Century 21 Southtrust Mortgage
Jos A. Bank Charles Schwab Stifel, Nicolas & Co
Just Add Water Coldwell Banker Swedish Match
Kobe Steakhouse Collins Industries Sylvan Learning Center
Lane Bryant Cooper & Stebbins, L.P. Terrace Day Spa (office)
LC Footwear Countrywide Home Loans Texas Nations
Lover's Eggroll Dallas Morning News The Langley Holding Co
Magic Moon Dr Angela Bowers Town Square Mortgage
Mi Cocina Dr. Mary Wyant Vicki Truitt
Milwaukee Joe's Dr. Scott Kasden Viking Office Products
Oshkosh B'Gosh Retail Dr. Steven J Fuqua Villeroy & Boch
Paws and Claws/Sweet Shop Dr. Todd White Williams- Sonoma Storage
Riding High/Mole Hole Educational Tech Farmers Insurance
Rockfish Edward Jones Feet Feel
Exar
10 F _
Owner: Town Square Ventures Il, L.P.
Lienholder:
Property: Block 3, Lot 1
America/Comerica in conjunction with closing of the Grand
Lienholder: Nomura Credit & Capital, Inc.
Encumbrances:
Encumbrances: Per Phase I Final Plat
franchise utility easements when civil drawings are complete)
Concession Agreements: None
Tenancies:
Tenancies:
Signed Leases/Contracts: Lease in Final Negotiation:
Crate & Barrel Insight Equity Holdings Salomon Smith Barney
L'Occitane Jennifer Grey/Henry S. Miller Standerfer Law Firm
Talbots Petites and Kids Lifeguard Origins
Vignettes Newell Rubbermaid Pottery Barn
GSCS Ops Technology
Potbelly Sandwich Works
Owner: SLTS Grand Avenue, L.P.
Property: Block 3, Lot 2 and Block 4, Lot 3
Lienholder: Cooper & Stebbins, L.P. (to be assigned)
Encumbrances: Per Phase I Preliminary Plat
Concession Agreements: None
Tenancies: None
PHASE IV:
Owner: SLTS Grand Avenue, L.P.
Lienholder: Cooper & Stebbins, L.P. (to be assigned to Chase/Bank of
America/Comerica in conjunction with closing of the Grand
Avenue construction loan)
Encumbrances: Per Phase IV Preliminary Plat (to be supplemented by
franchise utility easements when civil drawings are complete)
Concession Agreements: None
Tenancies:
Signed Leases/Contracts: Lease in Final Negotiation:
Hobbs & Curry Family Limited Partnership (Hotel) Cheesecake Factory
Harkins Theater Brio
Barnes & Noble Claire's
Coldwater Creek Chico's
Snuffers Lucky Brand
Express White House/Black Market
Christopher & Banks New York & Co.
Anthropologie Potbelly Sandwich Works
Brighton Elisabeth
Claddagh Pubs of Southlake Sigrid Olsen
Coldwater Creek Robb & Stucky/Henredon
Apple
Damon & Drapers