Item 4CItem 4C
ICITY OF
SOUTHLAKE
MEMORANDUM
April 12, 2022
To: Shana Yelverton, City Manager
From: Alison Ortowski, Assistant City Manager
Subject: Item 4C: Consider approval of an economic development agreement
between the City of Southlake, the Board of Directors of the
Reinvestment Zone Number One, City of Southlake, Texas, and GPI
Southlake 11, L.P., a Delaware Limited Partnership.
Action
Requested: Approval of the agreement as presented.
Background
Information: Granite Place Phase II is a five -story, Class -A office building of at
least 151,077 gross square feet and an approximately 257 space,
five -level parking garage addition located just to the south of the
existing Granite Place Phase I building in Southlake Town Square.
In October 2021, Granite Properties submitted a request for public
investment to the City, seeking funding through Tax Increment
Reinvestment Zone Number One to reimburse Granite for a portion
of the costs associated with the project's public infrastructure,
specifically the parking garage addition as well as roadway, on -street
parking, street lighting, sidewalks and crosswalks, landscaping and
irrigation in adjacent street rights -of -way, and public utilities.
As established in the City's Procedure for Investment Consideration,
the Community Enhancement and Development Corporation
reviewed the request at their October 26, 2021, meeting and
comments from that review were provided to the City Council for their
review on November 16, 2021. Following their review of the request
at that meeting, the City Council directed City Manager Shana
Yelverton to enter into a Memorandum of Understanding (MOU)
whose purpose was to establish the mutually agreed upon terms of
a future incentive agreement. The MOU was executed on January
20, 2022, and established public infrastructure cost participation on
the garage addition as well as roadway, on -street parking, street
lighting, sidewalks and crosswalks, landscaping and irrigation in
adjacent street rights -of -way, and public utilities, noting that the total
incentive package would not exceed $3,970,000.
The proposed agreement is set to expire four years after the
completion of the Parking Garage and includes provisions that are in
alignment with the MOU. It also includes a number of performance
requirements related to minimum capital investment, taxable value,
and employment targets.
Strategic Link: C4 Attract & keep top -tier businesses to drive a dynamic &
sustainable economic environment
There are also a number of elements of the City's Comprehensive
Plans that support approval of this agreement.
Citizen Input/
Board Review: October 26, 2021: Community Enhancement and Development
Corporation review and comment, per the City's Procedure for
Investment Consideration
April 19, 2022: The Board of Directors of the Reinvestment Zone
Number One is scheduled to review and consider approval of the
agreement.
Financial
Considerations: Following are financial aspects of the development and associated
agreement:
Public Infrastructure
Per the agreement, GPI Southlake II, L.P. (GPI) has agreed to
construct infrastructure improvements as follows:
• Parking Garage Addition — 257 spaces, 5-levels:
o The City will reimburse GPI in an amount not to exceed the
lesser of 50% of actual construction costs or $2,850,000,
structured over three separate reimbursement payments.
o The agreement also notes that the three established garage
reimbursement payments are tied to specific capital
investment and leasing thresholds that must be met by GPI
in order to qualify for full reimbursement.
• Public Improvements:
o Public improvements associated with the project include
addition of parking stalls along Division and State Streets, as
shown on Exhibit C of the agreement, and all required water,
sewer, drainage and related public improvements, sidewalks,
lighting, and streetscape.
o The City will reimburse GPI in an amount not to exceed the
lesser of 40% of actual construction costs or $602,000. This
reimbursement is payable following Substantial Completion
and acceptance by the City.
TIF Fund Reimbursement and Chapter 380 Program Grant
Payments:
The agreement establishes the following revenue sources to eligible
for reimbursement payment obligations, noting that under no
circumstance will total reimbursements exceed $3,970,000:
• Tax Increment Reinvestment Zone Number One:
The TIF Fund established to capture revenue related to Tax
Increment Reinvestment Zone Number One (TIRZ) will be the
funding source for parking garage and infrastructure
reimbursement payments, described previously in this memo.
The maximum amount available for reimbursement from the TIF
Fund is $3,452,000.
The Project and Financing Plan for the TIRZ was amended in
2018 and includes parking facilities and infrastructure as eligible
expenditure projects.
• General Fund Sales and Use Taxes:
Construction Materials and FF&E: The City will pay GPI 100% of
the general fund sales and use taxes received by the City that are
attributable to the purchase of construction materials and FF&E
materials used on the project.
• Development and Engineering Fees:
o Plan Review Fees: Plan review fee in an amount not to
exceed $78,732 and plan review fee for the Parking Garage
in an amount not to exceed $11,412; and
o Permit Fees: Permit fee in an amount not to exceed
$118,098 and permit fee for the Parking Garage in an amount
not to exceed $21,078-1 and
o Public Works Fees: Administrative fee equal to 3% of the
cost to construct the Public Improvements; and an inspection
fee equal to 3% of the cost to construct the Public
Improvements. Final Reimbursement amounts will be
determined based on calculations made by the City of
Southlake Public Works Department and will not exceed
actual amounts paid to City by Developer.
Performance Requirements
The agreement includes provisions establishing the following
performance requirements:
If as of the time of final payment of the Parking Garage
Reimbursement, the Taxable Value of the Business Personal
Property and Real Property is below $46,500,000, the City will
reduce the final Parking Garage Reimbursement payment according
to the following schedule:
Taxable Value
Parking Garage
Reimbursement
$45,499,999 - $40,000,000 80%
$39,999-999 - $35,000,000 70%
$34,999,999 - $30,000,000 60%
$29,999,999 - $25,000,000 50%
The agreement also includes a provision requiring that the project
meet certain employment goals as follows:
Required FTEs. Developer agrees that a minimum of 450 FTEs will
be working in the Office Building by the end of the Term of this
Agreement according to the following schedule:
No later than
Number of Total FTEs
12-31-2023
100
12-31-2024
250
12-31-2025
350
12-31-2026
400
12-31-2027
450
If employment targets are not met, GPI must pay the City $500 for
each FTE not created or maintained.
Average Salary. The average salary for all FTEs working at the
Office Building may not be less than $70,000 throughout the Term of
this Agreement.
Capital Investment / Taxable Value: The agreement requires a
minimum capital investment of $54,500,000 with a corresponding
taxable value minimum of $46,500,000 in order to qualify for the
maximum incentive.
Chief Financial Officer Sharen Jackson has reviewed all terms,
including the capital investment and taxable value provisions, and
has concluded that these amounts should generate a return
sufficient to warrant public investment. The current annual benefit
from the site is approximately $4,400. CFO Jackson estimates that
the annual benefit during the investment period will average
approximately $86,000 with the annual benefit after the investment
averaging about $380,000.
Legal Review: The proposed agreement was reviewed and approved by the City
Attorney.
Alternatives: Approve agreement with amendments or direct staff to revise the
agreement and return for City Council consideration at a future
meeting
Supporting
Documents: Economic Development Agreement
ECONOMIC DEVELOPMENT AGREEMENT
THIS ECONOMIC 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 GPI Southlake II, L.P., a Delaware Limited Partnership ("Developer"). City, Board,
and Developer are sometimes hereafter referred to individually as a "party" and
collectively as the "parties."
WITNESSETH:
WHEREAS, the City adopted Ordinance No. 1197 designating a certain
contiguous geographical area as Reinvestment Zone Number One, City of Southlake,
Texas (the "Zone") in accordance with the Tax Increment Financing Act, Texas Tax Code,
Chapter 311 (the "Act") to promote development within the Zone through the use of tax
increment financing; and
WHEREAS, the Act authorizes the expenditure of funds derived within a tax
increment financing reinvestment zone for the payment of expenditures made or
estimated to be made and monetary obligations incurred or estimated to be incurred by
the municipality establishing a reinvestment zone that are listed in the project plan of the
Zone, which expenditures and monetary obligations constitute project costs as defined
by the Act; and
WHEREAS, the contemplated project to be developed and constructed within the
Zone as set forth herein is consistent with encouraging development of the Zone in
accordance with the purposes for its creation and applicable laws; and
WHEREAS, the Developer owns the real property located within the Zone, and
being further described in Exhibit "A" attached hereto (the "Land"), on which the
Developer will construct (i) a 5-story office building, comprised of no less than 151,077
gross square feet (the "Office Building"); (ii) a 5-level parking garage addition with no
less than 257 parking spaces (the "Parking Garage"); and (iii) other site improvements,
including, but not limited to, on -street parking, street lighting, sidewalks and crosswalks,
landscaping and irrigation in adjacent street rights -of -way, and public utilities (the "Public
Improvements" as described further in the definitions below) (the Office Building, the
Parking Garage, and the Public Improvements sometimes collectively referred to
hereafter as the "Development"), all as shown on the Development Plan/Site Plan (ZA21-
0087 and ZA21-0088) attached hereto as Exhibit "B"; and
WHEREAS, the Developer has agreed to advance funding for the costs of certain
public improvements necessary for the project consistent with the project plan for the
Zone; and
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WHEREAS, the reimbursement of funds advanced and to be paid from the tax
increment fund of the Zone for the costs of the public improvements is a reimbursement
of project costs consistent with the financing plan for the Zone; and
WHEREAS, the reimbursement of funds advanced for the costs of the public
improvements to be paid from the tax increment fund of the Zone are project costs
consistent with the Act;
WHEREAS, the City Council of the City of Southlake (the "City Council") finds
and determines that this Agreement will effectuate the purpose of bringing the
Development to the City, and that Developer's performance of its obligations herein will
promote local economic development and stimulate business and commercial activity in
the City; and
WHEREAS, the City has determined that the public benefit to be derived for the
City, the region, and the State of Texas from the Development in the City could outweigh
the cost to the City to provide the incentives; and
WHEREAS, the City further finds that were it to provide the incentives, doing so
may be in furtherance of City -identified goals, including: (a) supporting comprehensive
plan implementation; (b) adding to target industry inventory by attracting desired
businesses to ensure economic growth; (c) supporting identified workforce goals related
to daytime population; and (d) encouraging development in desired zones such as State
Highway 114; and
WHEREAS, the City further finds that that were it to provide the incentives, doing
so may be in alignment with the City's comprehensive plan, including: (a) 2035 Vision,
Goals, and Objectives; (b) the 2035 SH 114 Sector Plan; and (c) the 2035 Economic
Development Master Plan; and
WHEREAS, the City further finds that were it to provide the incentives, doing so
would serve the public purpose of assisting in the development and diversification of the
economy of the City and the State of Texas, eliminating unemployment or
underemployment of the State, and developing and expanding commerce in the State of
Texas, and would be for all purposes a governmental function of the City for the benefit
of the citizens of the City and the State of Texas; and
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:
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ARTICLE I
DEFINITIONS
Wherever used in this Agreement, the following terms shall have the meanings ascribed
to them:
"Area Report" means reports as provided in Section 321.3022 of the Texas Tax
Code with respect to City Sales and Use Tax allocations to the City attributable to sales
and purchases of Taxable Items (as this term is defined in the Texas Tax Code) at the
Development.
"Bankruptcy or Insolvency" shall mean the dissolution or termination of a party's
existence as a going business, insolvency, appointment of receiver for any part of such
party's property and such appointment is not terminated within ninety (90) days after such
appointment is initially made, any general assignment for the benefit of creditors, or the
commencement of any proceeding under any bankruptcy or insolvency laws by or against
such party and such proceeding is not dismissed within ninety (90) days after the filing
thereof.
"Business Personal Property" means tangible personal property of Developer or
third -party tenants including but not limited to furniture, fixtures, vehicles and equipment
located on the Land which, at the time of execution of this Agreement, is not on the tax
rolls of the City.
"Capital Investment" means the actual cost incurred related to the design and
construction of the Development, including all labor and materials for construction of the
total development, architectural fees, engineering costs, surveying costs, fees of other
consultants, permit and inspection fees, development fees, financing fees and cost,
tenant finish cost for suites, and Business Personal Property located on the Real Property
after the date of this Agreement that are subject to ad valorem taxes. The term does not
include acquisition costs of land.
"Captured Appraised Value" means the total appraised value of all real property
taxable by the City and a Taxing Unit and located in the Zone for the calendar year less
the Tax Increment Base.
"Certificate of Occupancy" means a certificate issued by the City building official
reflecting that construction of the Development has been completed in conformance with
appropriate City codes such that the Developer is authorized to secure full utility service
and is permitted to occupy the structures for commercial occupancy.
"Chapter 380 Payments" means the payments described in Article V.
"Code" has the meaning described in Section 3.9.
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"Commencement of Construction" shall mean that (i) the plans have been
prepared and all approvals thereof required by applicable governmental authorities have
been obtained for construction of the Development on the Land; (ii) all necessary permits
for the construction of the Development on the Land pursuant to the respective plans,
therefore having been issued by all applicable governmental authorities; and (iii) grading
of the Land for the construction of the Development or the Public Improvements, and/or
construction of the vertical elements of the Development or Public Improvements, as the
case may be, has commenced.
"Completion of Construction" shall mean that the City has issued a final letter of
acceptance for the respective Public Improvements and the final inspection for the core
and shell of the Office Building and the Parking Garage has been completed and
approved by the City. Completion of Construction does not include or require completion
of tenant build -out space within the Office Building or issuance of certificates of
occupancy for any single tenant of the Office Building.
"Effective Date" shall mean the last date of execution hereof.
"Expiration Date" shall mean the earlier of: (i) the date of termination of the Zone;
and (ii) four years after the Parking Garage Completion Date.
"FF&E" means movable furniture, fixtures, or other equipment that have no
permanent connection to the structure of a building purchased by the Developer or a
tenant of the Office Building, and which are purchased after the Effective Date and prior
to a tenant's occupancy of space within the Office Building.
"Force Majeure" shall mean any contingency or cause beyond the reasonable
control of a party, as applicable, including, without limitations, acts of God or the public
enemy, war, riot, civil commotion, insurrection, adverse weather, government or de facto
governmental action or inaction (unless caused by negligence or omissions of such
party), fires, explosions, floods, strikes, slowdowns or work stoppages, shortage of
materials and labor.
"Impositions" shall mean all taxes, assessments, use and occupancy taxes,
charges, excises, license and permit fees, and other charges by public or governmental
authority, general and special, ordinary and extraordinary, foreseen and unforeseen,
which are or may be assessed, charged, levied, or imposed by any public or governmental
authority with respect to the Land or improvements or any property or any business owned
by Developer within the City.
"Lease Hurdle" means that Developer has entered into binding lease agreements
with third -party tenants doing business in a Target Industry, who were not previously
operating their businesses within the City prior to entering into such leases, for at least
40% of the rentable square feet of the Office Building.
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"Maximum Reimbursement Amount" shall mean the sum of the Development
Reimbursement, Public Improvements Reimbursement, and Chapter 380 Payments paid
to Developer, which in aggregate equals $3,970,000.
"Maximum TIF Reimbursement" means $3,452,000.
"Parking Garage Completion Date" means the date the Parking Garage is
completed and accepted by the City.
"Parking Garage Easement" shall have the meaning set forth in Section 3.4.
"Parking Garage Reimbursement" means the payment to be made by the City to
Developer pursuant to section 4.1(b) of this Agreement as a reimbursement for a portion
of the cost of the Parking Garage upon the terms, conditions and provisions set forth
herein, such payment to a sum calculated as follows: the lesser of: (i) 50% of the actual
Public Project Costs of the Parking Garage, or (ii) $2,850,000.
"Participation Agreement" shall mean an Agreement between the City and a
Taxing Unit for the Taxing Unit to contribute Tax Increment to the TIF Fund.
"Payment Request" shall mean a written request from the Developer to the City for
a Reimbursement Payment accompanied by: (i) copies of invoices, bills, receipts and
such other information as may be reasonably requested by City to document Public
Project Costs; and (ii) satisfactory written proof that all amounts owing to contractors and
subcontractors for the Public Improvements have been paid in full evidenced by the
customary affidavits executed by Developer and/or its contractors. Once the Developer
has submitted copies of invoices, bills, and receipts for eligible Public Project Costs equal
to the Maximum TIF Reimbursement, the Developer is not required to include such
materials in any subsequent Payment Request.
"Phase I Building" means the existing office building located at 550 Reserve St,
Southlake, TX 76092.
"Phase I Garage" means the existing parking garage located at 550 Reserve St,
Southlake, TX 76092.
"Plans and Specifications" shall mean the plans and specifications for the
Development which have been approved by the City.
"Public Project Costs" shall mean the following costs attributable to the
construction of the Parking Garage and the Public Improvements: all development cost,
including, without limitation, all hard cost of construction; the costs of construction
materials, building systems installation, and repairs; contractor fees; architectural,
engineering, design, and planning costs; development fees; insurance; financing costs;
electric and gas utilities; demolition of existing improvements that require relocation;
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permit fees; testing fees; and other project costs authorized under the Act. The term does
not include acquisition costs of land.
"Public Improvements" means the improvements necessary for the development
of the Development, including the addition of parking stalls along Division and State
Streets, as shown on the attached Exhibit C, and all required water, sewer, drainage and
related public improvements, sidewalks, lighting, streetscape, all as approved by the City.
"Public Improvements Reimbursement" means the payment to be made by the City
to Developer pursuant to section 4.1(a) of this Agreement as a reimbursement for a
portion of the cost of the Public Improvements upon the terms, conditions and provisions
set forth herein, such payment to a sum calculated as follows: the lesser of: (i) 40% of the
actual costs of the Public Improvements, or (ii) $602,000.
"Regulations" has the meaning described in Section 3.9.
"Reimbursement Payment" shall mean the payments to the Developer of the
Parking Garage Reimbursement or Public Improvements Reimbursement as set forth
herein. Reimbursement Payments to Developer are limited to eligible Public Project
Costs.
"Related Agreement" shall mean any agreement (other than this Agreement) by
and between the City and any Developer, or any of its affiliated or related entities.
"Sales and Use Tax" means the City's municipal sales and use tax, currently at
the rate of one percent (1.0%) attributable to the general fund, pursuant to Chapter 321
of the Texas Tax Code, as amended; provided, however, should the electors of the City
reallocate the Sales and use Tax or should the Texas Legislature amend the applicable
tax code provision to increase or decrease the amount of allowed municipal sales and
use tax, then in the event of a decrease, Sales and Use Tax shall mean the actual amount
of sales and use tax received by the City, and in the event of an increase, the Sales and
Use Tax shall mean one percent (1.0%). "Sales and Use Tax" specifically excludes sales
taxes collected for the Southlake Park Development Corporation, the Crime Control and
Prevention District, the Community Enhancement and Development Corporation, or any
other economic development tax collected now or in the future.
"Sales Tax Reports" has the meaning described in Section 3.8.
"Substantial Completion Deadline" means September 30, 2023.
"Target Industry" means the following business industries and uses, further
described in the Southlake 2035 Economic Development Master Plan (adopted as
Ordinance No. 1161 by the Southlake City Council on October 4, 2016): (a) office,
including corporate headquarters and regional offices (large scale, build -to -suit campus
office), and multi -tenant (professional services: accountants,
engineers/planners/architects, information technology, lawyers, advertising and media,
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management consulting, actuary's); (b) medical and healthcare, including health, beauty
and wellness (specialized facilities for cosmetic procedures, healthy living, etc.),
specialized pediatric and senior clinic / outpatient facilities, specialized medical facilities
for surgical procedures (implanted medical devices, bariatric, etc.), medical/wellness hub
along SH 114, research and development center; (c) finance, insurance, and wealth
management, including corporate headquarters and regional offices; and professional
services; (d) information technology and media, including corporate headquarters and
regional offices, professional services, and telecommunications; and (e) biotechnology
and pharmaceuticals, including corporate headquarters and regional offices and research
and development.
"Tax Increment" means the total amount of property taxes assessed by the City
and a Taxing Unit for a calendar year on the Captured Appraised Value of real property
taxable by the City and a Taxing Unit and located in the Zone. The amount of Tax
Increment contributed by the City or any other Taxing Unit shall be limited to any
maximum amount or other terms set forth in the respective Participation Agreement of
such Taxing Unit or the ordinance creating the Zone, in the case of the City.
"Tax Increment Base" means the total appraised value of all real property taxable
by the City and a Taxing Unit and located in the Zone for the calendar year 1997, which
is the year in which the Zone was designated by the City.
"TIF Fund" shall mean the funds deposited by the City and any Taxing Unit in the
Tax Increment fund for the Zone.
"Taxing Unit" shall mean Tarrant County, Texas and Carroll Independent School
District.
"Zone" shall have the meaning set forth in the recitals.
ARTICLE II
TERM
The term of this Agreement shall begin on the Effective Date and shall continue
until the Expiration Date, unless sooner terminated as provided herein.
ARTICLE III
DEVELOPMENT AND OPERATION OF PROJECT
3.1 Design and Construction of Public Improvements and Development.
(a) Developer shall construct the Public Improvements and Development in
accordance with the Plans and Specifications and any licenses, permits, or approvals
issued by the City for the Development and Public Improvements.
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(b) Developer shall obtain all necessary permits and approvals required by the
City and any applicable governmental authorities for the construction of the Development
and the Public Improvements. The Developer shall be responsible for the design,
inspection and supervision of the construction of the Development and the Public
Improvements.
(c) Prior to Commencement of Construction of the Development and the Public
Improvements, Developer shall submit final Plans and Specifications for the Development
and the Public Improvements, as the case may be, for approval by the City, which
approval shall follow the City processes for approval of such Plans and Specifications as
outlined in the City's regulations, policies, and Code of Ordinances.
(d) The Developer shall comply with all applicable local, state, and federal laws
and regulations regarding the design and construction of the Development and the Public
Improvements, including, but not limited to, any requirement relating to payment,
performance and maintenance bonds for the Public Improvements. Upon Completion of
Construction of the Public Improvements and the Development, the Developer shall
provide the City with a final cost summary of all costs incurred and paid associated with
the construction of the Development and the Public Improvements, and provide proof that
all amounts owing to contractors and subcontractors for the Public Improvements have
been paid in full evidenced by the customary affidavits executed by the Developer and/or
its contractors.
3.2 Inspection of Public Improvements. Construction of the Public
Improvements shall be subject to periodic inspections by the City to confirm compliance
with the City -approved Plans and Specifications. The Developer shall be responsible for
completing and/or correcting any work not constructed in accordance with the City -
approved Plans and Specifications. Any material change in the design of the Public
Improvements during the construction stage shall be approved by the City. The Developer
shall be responsible for the payment of all inspection fees associated with the Public
Improvements as required by the Code of Ordinances for the City.
3.3 Dedication or Conveyance of Public Improvements. The Developer shall
dedicate or convey the Public Improvements to the City as required by the Code of
Ordinances of the City, including, where so required, by special warranty deed conveying
good and indefeasible title in fee simple to the Public Improvements, free and clear of any
and all liens, encumbrances, conditions, assessments, and restrictions other than as
provided in this Agreement and those encumbrances existing of record as of the date
hereof; provided, however, that no encumbrances can interfere with the City's ability to
use the Public Improvements. At the time of such dedications or conveyances, the
Developer shall deliver to the City: (i) releases from the contractors, subcontractors and
suppliers of materials who have provided labor and materials for the Public Improvements
showing that they have been paid for such labor and materials; and (ii) an assignment of
all warranties and payment and performance bonds applicable to the Public
Improvements.
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3.4 Parking Garage Easement. Within thirty (30) days of the Parking Garage
Completion Date, GPI -MT, LP, a Texas limited partnership, and Developer shall execute
a parking easement in the form attached hereto as Exhibit "D" (the "Parking Garage
Easement") to permit the public parking in the Parking Garage in accordance with the
terms and conditions contained in the Parking Garage Easement.
3.5 CaaitalInvestment.
(a) On or before the Substantial Completion Deadline, Developer must make a
Capital Investment in the Development in an amount of no less than $37,000,000
Within 60 days of Substantial Completion Deadline, Owner must provide sufficient
evidence to the City for the Capital Investment in a manner acceptable to the City.
(b) At the time Developer has reached the Lease Hurdle, it must have made a
Capital Investment in the amount of $41,000,000.
(c) At the time Developer has leased 100% of the Office Building to third party
tenants, it must have made a Capital Investment in the amount of $54,500,000.
3.6 Taxable Value. Developer agrees that on or before the Substantial
Completion Date and continuing thereafter throughout the Term, the total Taxable Value
of the Business Personal Property and Real Property (as improved by the Development,
but excluding land value) will be at least $46,500,000. Developer acknowledges that if
as of January 1 of any given Tax Year, the Taxable Value of the Business Personal
Property and Real Property is below $46,500,000, the City will reduce Reimbursement
Payments according to the schedule established in Section 4.1(c).
3.7 FTEs.
(a) Required FTEs. Developer agrees that a minimum of 450 FTEs will be
working in the Office Building by the end of the Term of this Agreement according
to the following schedule:
No later than Number of Total FTEs
12-31-2023 100
12-31-2024 250
12-31-2025 350
12-31-2026 400
12-31-2027 450
(b) Average Salary. The average salary for all FTEs working at the Office
Building may not be less than $70,000 throughout the Term of this Agreement.
(c) Payment in lieu of FTEs. The parties acknowledge that the City's adopted
Comprehensive Plan anticipates that City's public -private partnerships will help
retain and enhance the City's economic base, and that the FTE levels in Section
3.7(a) are necessary in achieving such goals. Developer will annually certify on
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January 1 of each year (by providing exact total FTE numbers) that FTE levels
have been met. Developer will meet its obligations in Section 3.7(a) as long as the
required FTE levels were reached at any time during the calendar year prior to the
annual certification date. If the FTE levels are not met in any given year, Developer
will pay City an amount of $500 for each FTE not created or maintained in
accordance with Section 3.7, with payment due no later than 30 days after City's
receipt of the certification. Provided Developer makes the payment in this Section
when applicable, Developer's failure to comply with 3.7(a) shall not be an event of
default subject to termination and repayment pursuant to Article 7 of this
Agreement. The parties agree that Developer's failure to meet its FTE obligations
in section 3.7 would cause financial harm that is incapable or difficult of estimation
and Developer's payment obligations in this section 3.7(c) are a reasonable
forecast of just compensation to City.
3.8 Reporting of Sales and Use Taxes. Developer will provide to the City, on a
quarterly basis, a copy of Texas sales and use tax returns submitted to the Comptroller
establishing the remittance of the Sales and Use Tax collected or paid as a result of the
construction of the Development or sales attributable to FF&E ("Sales Tax Reports").
Developer may redact the Sales Tax Reports to remove information not relevant to the
determination of the Chapter 380 Payment. Developer will provide any release or
releases to the City necessary to allow the State of Texas to provide Area Reports.
Developer will provide to the City copies of any final Comptroller audit adjustments or
amended returns that affect the Sales and Use Tax received or the Chapter 380
Payments. Developer must provide other documentation in a form acceptable to City that
establishes and proves amounts of Sales and Use Tax City has received attributable to
purchases in Sections 5.1(a) and (b) of this Agreement.
3.9 Regulations Regarding Building Products, Materials, or Methods. The
parties find that the Land and the Development constitute an area of architectural
important and significance and the City Council hereby designates it as an area of
architectural important and significance for purposes of Chapter 3000 of the Texas Gov't
Code (the "Code"). In consideration for the mutual covenants and conditions contained
herein and pursuant to §3000.002(d) of the Code, Developer voluntarily consents to the
application of all City rules, charter provisions, ordinances, orders, building codes, and
other regulations existing as of the Effective Date hereof (the "Regulations") that govern
the use or installation of a building product or material in the construction, renovation,
maintenance, or other alteration of the commercial building on the Land, regardless of
whether a different building product or material is approved for use by a national model
code published within the last three code cycles that applies to the construction,
renovation, maintenance, or other alteration of the building. In addition, Developer
voluntarily consents to the application of the Regulations that establish a standard for a
building product, material, or aesthetic method in construction, renovation, maintenance,
or other alteration of a residential or commercial building, regardless of whether the
standard is more stringent than a standard for the product, material, or aesthetic method
under a national model code published within the last three code cycles that applies to
the construction, renovation, maintenance, or other alteration of the building. The parties
agree that: 1) the City will not issue any permits for the Property in violation of this section;
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City of Southlake / GPI Southlake ll, LP
Economic Development Agreement — Granite Place 11
2) the covenants contained within this section constitute a material term of this
Agreement; 3) Developer's voluntary consent to the application of the Regulations to the
Land and Development, as described in this Section, constitutes a material inducement
for the City to authorize the City payments described in this Agreement; 4) the covenants
contained herein shall run with the land and shall bind the Developer and all successors
and assigns; and 5) this section shall survive termination or expiration of this Agreement.
Developer further agrees that the Office Building will be built in accordance with the
Regulations, including the Site Plan attached as Exhibit "B", and will utilize the same level
of exterior finishes and materials as the Phase I Building. City agrees that the building
plans and specifications as annotated which are in compliance with the Regulations and
reviewed by the City and for which a permit will be issued will signify the City's
acknowledgement that the Developer has met the requirements this Section 3.9.
ARTICLE IV
TIF FUND REIMBURSEMENT
4.1 Reimbursement Payments. Subject to the continued satisfaction of all the
terms and conditions of this Agreement by the Developer, the City agrees, as
consideration for the design and construction of the Public Improvements and
Development, to make the Reimbursement Payments to Developer as follows, subject to
satisfaction of the conditions contain in this Agreement.
(a) Public Improvements Reimbursement. Any time after the 60th day after the
Substantial Completion Date, Developer shall be entitled to receive the Public
Improvements Reimbursement.
(b) Parking Garage Reimbursement.
(i) After Parking Garage Construction Completion, Developer's
execution of the Parking Garage Easement, and Developer's achievement of a
Capital Investment of $37,000,000, Developer shall be entitled to receive an
amount equal to $500,000 of the Parking Garage Reimbursement.
(ii) After Developer has achieved the Lease Hurdle and made a Capital
Investment of $41,000,000 Developer shall be entitled to receive an amount equal
to $700,000 of the Parking Garage Reimbursement. If Developer has entered into
binding lease agreements with third -party tenants for at least 40% of the rentable
square feet of the Office Building, but not all of those tenants were not previously
operating their businesses within the City prior to entering into such leases,
Developer may still submit a Payment Request for the payment described in this
section upon submittal of evidence to the City Manager of the expansion or
retention benefits to the City, and final determination for payment eligibility will then
be made by the City Manager or her designee, in their sole discretion; provided
however that the City Manager may elect to submit such determination to the City
Council for consideration.
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Economic Development Agreement — Granite Place 11
(iii) Developer shall be entitled to the remainder of the Parking Garage
Reimbursement (no more than $1,650,000) to be paid at the end of the fourth year
following the Parking Garage Completion Date if minimum Taxable Value is met
and Developer has made a Capital Investment of $54,500,000.
(iv) Notwithstanding any other term in this Agreement to the contrary, the
parties acknowledge and agree that the aggregate of the Parking Garage
Reimbursement payments will not exceed the lesser of: (i) 50% of the total actual
Public Project Cost of the Parking Garage, or (ii) $2,850,000.
(c) If as of the time of final payment of the Parking Garage Reimbursement as
described in Section 4.1(b)(iii), the Taxable Value of the Business Personal Property and
Real Property is below $46,500,000, the City will reduce the final Parking Garage
Reimbursement payment according to the following schedule:
Taxable Value Payment Amount
$45,499,999 - $40,000,000 80%
$39,999-999 - $35,000,000 70%
$34,999,999 - $30,000,000 60%
$29,999,999 - $25,000,000 50%
The failure of the value of the Business Personal Property and Real Property to
have a Taxable Value of at least $25,000,000 as of the time of final payment of the
Parking Garage Reimbursement shall not be an event of default subject to termination
and repayment pursuant to Article 7 of this Agreement, but shall result in the forfeiture of
the final Parking Garage Reimbursement payment.
(d) The amount of each Reimbursement Payment shall be the lesser of: (i) the
amounts set forth in paragraphs (a) and (b) above that have not been paid to the
Developer; and (ii) the amount of available TIF Funds, below.
(e) City shall make Reimbursement Payments to Developer within thirty (30)
days after receipt of a Payment Request. Developer may submit as many Payment
Requests as are necessary to receive the Maximum TIF Reimbursement in accordance
with the conditions set forth in this Agreement.
(f) Notwithstanding any other provision to the contrary, under no
circumstances will Parking Garage Reimbursement payments be made later than the
fourth year following the Parking Garage Completion Date.
(g) The parties agree that Reimbursement Payments shall be made solely from
funds from the TIF Fund, and only to the extent that funds are available in the TIF Fund.
Notwithstanding any other provision to the contrary, in no event shall the monies on
deposit in the TIF Fund be used to reimburse the Developer for the Public Project Costs
under this Agreement in excess of the Maximum TIF Reimbursement or Maximum
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City of Southlake / GPI Southlake ll, LP
Economic Development Agreement — Granite Place 11
Reimbursement Amount. The Developer acknowledges and agrees that the City is only
obligated to reimburse the Developer to the extent that there are available funds from the
TIF Fund, not to exceed the Maximum TIF Reimbursement or Maximum Reimbursement
Amount, during the term of this Agreement. The obligation of the City to pay the Developer
the Public Project Costs is limited to the extent that there are funds in the TIF Fund
available during the term of this Agreement in an amount not to exceed the Maximum TIF
Reimbursement or Maximum Reimbursement Amount.
(h) The Developer agrees to look solely to the TIF Fund, not the City general
or other funds, for payment of the Public Project Costs. Nothing in this Agreement shall
be construed to obligate the City to provide Reimbursement Payments from any other
source of funds or to otherwise require the City to pay the Developer for Public Project
Costs in the event there are insufficient funds in the TIF Fund to pay the Maximum TIF
Reimbursement, or in the event the Zone terminates prior to payment in full of the
Maximum TIF Reimbursement (provided the City shall not adopt an ordinance providing
for termination of the Zone on a date earlier than provided in the ordinance that
established the Zone, unless this Agreement has been terminated). Upon expiration of
the term of this Agreement and/or the expiration of the Zone, any Public Project Costs
under this Agreement that remain un-reimbursed due to lack or availability of TIF Funds,
or due to the failure of the Developer to satisfy any precondition of reimbursement under
this Agreement, shall no longer be considered Public Project Costs of the Zone, and any
obligation of the City to reimburse the Developer for Public Project Costs shall
automatically expire and terminate on such date.
4.2 TIF Fund Priorities. The funds deposited in the TIF Fund shall be applied
in the following order of priority: (i) amounts pledged or required for payment of
outstanding bonds or debt issued for Zone projects, if any (and provided that bond
proceeds are used or reserved to pay City and Board obligations pursuant to this
Agreement); (ii) allocation of the maintenance of a minimum balance of $600,000.00 in
the TIF Fund; and (iii) Reimbursement Payments to the Developer as set forth in Section
4.1.
4.3 Reimbursement Limitations. The City shall not be required to make any
Reimbursement Payments to the Developer until: (i) such time as there is at least
$600,000.00 on deposit in the TIF Fund; (ii) after Completion of Construction of the
Development and the Public Improvements; (iii) the Office Building has received a
Certificate of Occupancy; (iv) the Developer shall have made a Capital Investment of at
least $54,500,000-1 and (v) the Developer has executed the Parking Garage Easement,
and such form has been recorded in the Real Property Records of Tarrant County, Texas.
4.4 Current Revenue. The Reimbursement Payments to be provided herein
shall be paid solely from lawful available funds in the TIF Fund. Under no circumstances
shall City's obligations hereunder be deemed to create any debt within the meaning of
any constitutional or statutory provision.
ARTICLE V
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Economic Development Agreement — Granite Place 11
CHAPTER 380 PAYMENTS
5.1 Sales and Use Tax Reimbursement.
(a) Construction Materials. The City agrees that it shall pay to Developer an
amount equal to one hundred percent (100%) of the Sales and Use Tax received by the City
attributable to the purchase of construction materials by Developer or contractors retained
by Developer in connection with the construction of the Development prior to the Substantial
Completion Deadline.
(b) FF&E. The City agrees to pay Developer an amount equal to one hundred
percent (100%) of the Sales and Use Tax received by the City attributable to purchase of
FF&E to equip the Development prior to achievement of the Lease Hurdle.
(c) Timing of Payments. The City shall make the Chapter 380 Payments in
Sections 5.1(a) and (b) quarterly after receipt and review of the Sales Tax Reports and
Area Reports for each month of the applicable calendar year. The City covenants and
agrees to make a Chapter 380 Payment to Developer within forty-five (45) days following
the receipt of all of the following: (1) the Sales Tax Reports specified in Section 3.8 of
this Agreement for each month of the applicable calendar quarter; (2) the Area Reports
or other information establishing the amounts of received Sales and Use Tax from the
Comptroller's office for each month in the applicable calendar quarter; (3) the City's
receipt of the Sales and Use Tax from the Comptroller's office for each month of the
applicable calendar quarter; and (4) in the case of FF&E reimbursements under Section
5.1(b), evidence satisfactory to City to demonstrate that the Sales and Use Tax received
by City is attributable to FF&E at the Development. The City will request the State
Comptroller to provide Area Reports.
5.2 Fee Reimbursement. Within 30 days of Certificate of Occupancy issuance
for the Development, City will reimburse Developer in an amount equal to up to 100% of
the following development and engineering fees paid to the City:
La) Plan Review Fees: Plan review fee in an amount not to exceed $78,732and
plan review fee for the Parking Garage in an amount not to exceed $11,412;
and
Permit Fees: Permit fee in an amount not to exceed $118,098 and permit
fee for the Parking Garage in an amount not to exceed $21,078; and
(c) Public Works Fees: Administrative fee equal to 3% of the cost to construct
the Public Improvements; and an inspection fee equal to 3% of the cost to
construct the Public Improvements. Final Reimbursement amounts will be
determined based on calculations made by the City of Southlake Public
Works Department and will not exceed actual amounts paid to City by
Developer.
If at any time the assessed fees specifically referenced herein are
associated with the review or engagement of a third party contracted by the
City, reimbursement will be reduced to an amount equal to or up to 90% of
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City of Southlake / GPI Southlake ll, LP
Economic Development Agreement — Granite Place 11
fees paid to the City.
(e) Any fees not specifically referenced herein are not subject to
reimbursement.
5.3 Erroneously Paid Sales Tax. In the event the Comptroller determines, for any
reason, that any Sales and Use Taxes were erroneously paid to City from the sales provided
for herein and City is required to rebate or repay any portion of such taxes, the amount of
such rebate or repayment shall be deducted from the calculation of the Sales and Use Taxes
received by City under this Agreement, and in the event the calculation of Sales and Use
Taxes paid for a Chapter 380 Payment shall reflect an overpayment by City to Developer,
Developer agrees to reimburse City the amount of such overpayment within 30 days of
notification by City. Notification of any such required adjustment will be provided to
Developer at the earliest practical date. This section will survive termination of this
Agreement.
ARTICLE VI
CONDITIONS TO PAYMENTS
The obligation of the City and the Board to provide any Reimbursement Payments
or Chapter 380 Payments to the Developer shall be conditioned upon the continuing
compliance and satisfaction of the terms and conditions of this Agreement by the
Developer and each of the following conditions:
6.1 Payment Request. Developer shall, as a condition precedent to each
Reimbursement Payment, provide the City with a Payment Request for the applicable
reimbursement period and such documentation as may reasonably be required by the
City. Once the Developer has submitted copies of invoices, bills, and receipts for eligible
Public Project Costs equal to the Maximum TIF Reimbursement the Developer is not
required to include such materials in any subsequent Payment Request. All requests for
Reimbursement Payments must be made no later than four years after the Parking
Garage Completion Date.
6.2 Maximum Reimbursement Amount. Under no circumstances will the City
be obligated to make any payments under this Agreement beyond the Maximum
Reimbursement Amount.
ARTICLE VII
TERMINATION
7.1 Unless terminated earlier as provided herein, this Agreement shall
terminate on the Expiration Date. However, this Agreement may be terminated prior to
the Expiration Date upon any one of the following:
(a) by written agreement of all parties;
15
City of Southlake / GPI Southlake ll, LP
Economic Development Agreement — Granite Place 11
(b) by any party in the event another party breaches any of the terms or
conditions of this Agreement and such breach is not cured within thirty (30) days
after written notice thereof;
(c) by the City, if Developer suffers an event of Bankruptcy or Insolvency;
(d) by the City, if any Impositions owed to the City or any Taxing Unit by
Developer shall become delinquent and such delinquency is not cured within thirty
(30) days after written notice thereof;
(e) by the City, if any subsequent Federal or State legislation or any final
decision of a court of competent jurisdiction declares or renders this Agreement
invalid, illegal or unenforceable; and
7.2 No Further Obligation. In the event the Agreement is terminated by the City
pursuant to Section 7.1(b), (c), (d) or (e), the City shall be relieved of any further obligation
to make Chapter 380 Payments or Reimbursement Payments to the Developer.
7.3 Repayment. In the event this Agreement is terminated by City pursuant to
Section 7.1(b), (c), or (d), Developer shall immediately refund to City an amount equal to
the amount of all of the Chapter 380 Payments and Reimbursement Payments that have
been provided by City to Developer prior to the date of such termination, plus interest at
the rate of interest periodically announced by the Wall Street Journal as the prime or base
commercial lending rate, or if the Wall Street Journal shall ever cease to exist or cease
to announce a prime or base lending rate, then at the annual rate of interest from time to
time announced by Citibank, N.A. (or by any other New York money center bank selected
by City) as its prime or base commercial lending rate, accruing from the Effective Date
until paid. The repayment obligation of Developer set forth in this Section 7.3 shall survive
termination of this Agreement.
7.4 Right of Offset. The City may, at its option, offset any amounts due and
payable under this Agreement against any debt (including taxes) lawfully due to the City
from the Developer, regardless of whether the amount due arises pursuant to the terms
of this Agreement or otherwise and regardless of whether or not the debt due the City has
been reduced to judgment by a court.
ARTICLE VIII
MISCELLANEOUS
8.1 Binding Agreement. The terms and conditions of this Agreement are binding
upon the successors and assigns of all parties hereto. This Agreement may not be
assigned without the prior written consent of the other parties.
8.2 Limitation on Liability. It is acknowledged and agreed by the parties that the
terms hereof are not intended to and shall not be deemed to create a partnership or joint
venture among the parties. It is understood and agreed between the parties that
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City of Southlake / GPI Southlake II, LP
Economic Development Agreement — Granite Place 11
Developer, in satisfying the conditions of this Agreement, has acted independently, and
City assumes no responsibilities or liabilities to third parties in connection with these
actions.
8.3 Authorization. Each party represents that it has full capacity and authority
to grant all rights and assume all obligations that is granted and assumed under this
Agreement. Developer represents and warrants to the City that each is a duly formed,
validly existing corporation in good standing and is authorized to transact business in the
State of Texas.
8.4 Notice. Any notice required or permitted to be delivered hereunder shall be
deemed received three (3) days thereafter sent by United States Mail, postage prepaid,
certified mail, return receipt requested, addressed to the party at the address set forth
below or on the day actually received when sent by courier or otherwise hand delivered.
If intended for City or Board, to
Attn: City Secretary
City of Southlake
1400 Main St.
Suite 300
Southlake, Texas 76092
With a copy to:
Taylor, Olson, Adkins, Sralla & Elam, L.L.P.
6000 Western Place, Suite 200
Fort Worth, Texas 76107
Attn: Southlake City Attorney
If intended for Developer Parties, to
Granite Properties, Inc.
5601 Granite Parkway, Suite 1200
Plano, Texas 75204
Attn: David R. Cunningham
With a copy to:
Granite Properties, Inc.
5601 Granite Parkway, Suite 1200
Plano, Texas 75204
Attn: Sheryl Troiani
8.5 Entire Agreement. This Agreement is the entire agreement between the
parties with respect to the subject matter covered in this Agreement. There is no other
collateral oral or written Agreement between the parties that in any manner relates to the
17
City of Southlake / GPI Southlake ll, LP
Economic Development Agreement — Granite Place 11
subject matter of this Agreement, except as provided in the Related Agreements and any
Exhibits attached hereto.
8.6 Governing Law. This Agreement shall be governed by the laws of the State
of Texas; and exclusive venue for any action concerning this Agreement shall be in a
State District Court of Tarrant County, Texas. The parties agree to submit to the personal
and subject matter jurisdiction of said Court.
8.7 Amendment. This Agreement may only be amended by the mutual written
agreement of the parties.
8.8 Severability. In the event any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any
respect, such invalidity, illegality, or unenforceability shall not affect other provisions, and
it is the intention of the parties to this Agreement that in lieu of each provision that is found
to be illegal, invalid, or unenforceable, a provision be added to this Agreement which is
legal, valid and enforceable and is as similar in terms as possible to the provision found
to be illegal, invalid or unenforceable.
8.9 Recitals. The recitals to this Agreement are incorporated herein.
8.10 Counterparts. This Agreement may be executed in counterparts. Each of
the counterparts shall be deemed an original instrument, but all of the counterparts shall
constitute one and the same instrument.
8.11 Exhibits. Any exhibits to this Agreement are incorporated herein by
reference for all purposes wherever reference is made to the same.
8.12 Survival of Covenants. Any of the representations, warranties, covenants,
and obligations of the parties, as well as any rights and benefits of the parties, pertaining
to a period of time following the termination of this Agreement shall survive termination.
E:169m:0C TiIENT4 4i'iTiliiC n01i111111111111111 d:I =961 I W/_101 N RZ+9: /_WM' [el i 1 :1
LIABLE FOR ANY LOSS, DAMAGE, OR INJURY OF ANY KIND OR CHARACTER TO
ANY PERSON OR PROPERTY ARISING FROM THE ACTS OR OMISSIONS OF THE
DEVELOPER PURSUANT TO THIS AGREEMENT. THE DEVELOPER HEREBY
WAIVES ALL CLAIMS AGAINST THE CITY, THE BOARD, THEIR OFFICERS,
AGENTS AND EMPLOYEES (COLLECTIVELY REFERRED TO IN THIS SECTION AS
"CITY") FOR DAMAGE TO ANY PROPERTY OR INJURY TO, OR DEATH OF, ANY
PERSON ARISING AT ANY TIME AND FROM ANY CAUSE OTHER THAN THE SOLE
NEGLIGENCE OR WILLFUL MISCONDUCT OF THE CITY. THE DEVELOPER DOES
HEREBY INDEMNIFY AND SAVE HARMLESS THE CITY AND BOARD FROM AND
AGAINST ANY AND ALL LIABILITIES, DAMAGES, CLAIMS, SUITS, COSTS
(INCLUDING COURT COSTS, ATTORNEYS' FEES AND COSTS OF
INVESTIGATION) AND ACTIONS OF ANY KIND BY REASON OF INJURY TO OR
DEATH OF ANY PERSON OR DAMAGE TO OR LOSS OF PROPERTY ARISING
18
City of Southlake / GPI Southlake ll, LP
Economic Development Agreement — Granite Place 11
FROM THE DEVELOPER'S BREACH OF ANY OF THE TERMS AND CONDITIONS
OF THIS AGREEMENT, OR BY REASON OF ANY ACT OR OMISSION ON THE PART
OF THE DEVELOPER, ITS RESPECTIVE OFFICERS, DIRECTORS, SERVANTS,
AGENTS, EMPLOYEES, REPRESENTATIVES, SUBCONTRACTORS, LICENSEES,
SUCCESSORS OR PERMITTED ASSIGNS IN THE PERFORMANCE OF THIS
AGREEMENT (EXCEPT WHEN SUCH LIABILITY, CLAIMS, SUITS, COSTS,
INJURIES, DEATHS OR DAMAGES ARISE FROM OR ARE ATTRIBUTED TO THE
SOLE NEGLIGENCE OF THE CITY). IN THE EVENT OF JOINT OR CONCURRENT
NEGLIGENCE OF BOTH THE CITY AND THE DEVELOPER, THE RESPONSIBILITY,
IF ANY, SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE
LAWS OF THE STATE OF TEXAS, WITHOUT, HOWEVER, WAIVING ANY
GOVERNMENTAL IMMUNITY AVAILABLE TO THE CITY AND WITHOUT WAIVING
ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. IF ANY ACTION OR
PROCEEDING SHALL BE BROUGHT BY OR AGAINST THE CITY IN CONNECTION
WITH ANY SUCH LIABILITY OR CLAIM, DEVELOPER SHALL BE REQUIRED, ON
NOTICE FROM THE CITY, TO DEFEND SUCH ACTION OR PROCEEDINGS AT THE
DEVELOPER'S EXPENSE, BY OR THROUGH ATTORNEYS REASONABLY
SATISFACTORY TO THE CITY. THE PROVISIONS OF THIS SECTION ARE SOLELY
FOR THE BENEFIT OF THE PARTIES HERETO AND NOT INTENDED TO CREATE
OR GRANT ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER
PERSON OR ENTITY. DEVELOPER'S OBLIGATIONS IN THIS SECTION WILL
SURVIVE THE TERMINATION OF THIS AGREEMENT.
8.14 Covenants and Representations. Developer represent, warrant and
covenant that: (i) it has the authority to enter into this Agreement and has the authority to
execute and deliver this Agreement; and (ii) it has the authority to perform and comply
with all of the terms, covenants and conditions to be performed and complied with by the
Developer hereunder.
8.15 Employment of Undocumented Workers. During the term of this Agreement,
the Developer agrees not to knowingly employ any undocumented workers, and if
convicted of a violation under 8 U.S.C. Section 1324a (f), the Developer shall repay the
Reimbursement Payments provided herein and any other funds received by the
Developer from the City as of the date of such violation within 120 business days after
the date the Developer is notified by the City of such violation, plus interest at the rate of
6% compounded annually from the date of violation until paid. The Developer is not liable
for a violation of this Section by a subsidiary, affiliate, or franchisees of the Developer or
by a person with whom the Developer contracts.
8.16 Rough Proportionality. As additional consideration for the reimbursements
received by the Developer under this Agreement, the Developer agrees that all
dedications, construction costs and other payments made by the Developer related to the
Public Improvements are roughly proportional to the need for such Public Improvements
created by the development of the Land and the Developer hereby waives any claim
therefore that it may have. The Developer further acknowledges and agrees that all
prerequisites to such a determination of rough proportionality have been met, and that
19
City of Southlake / GPI Southlake ll, LP
Economic Development Agreement — Granite Place 11
any costs incurred relative to the dedication, construction costs and other payments for
the Public Improvements are related both in nature and extent to the impact of the
Development. The Developer waives and releases all claims against the City related to
any and all rough proportionality and individual determination requirements mandated by
Section 212.904, Texas Local Government Code, or the Texas or U.S. constitutions, as
well as other requirements of a nexus between development conditions and the projected
impact of the Development.
8.17 Attorney's Fees. In the event any party initiates or defends any legal action
or proceeding to enforce or interpret any of the terms of this Agreement, the prevailing
party in any such action or proceeding shall be entitled to recover its reasonable costs
and attorney's fees (including its reasonable costs and attorney's fees on any appeal).
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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City of Southlake / GPI Southlake II, LP
Economic Development Agreement — Granite Place 11
CITY OF SOUTHLAKE, TEXAS
John Huffman, Mayor
Date:
ATTEST:
Amy Shelley, City Secretary
BOARD OF DIRECTORS OF THE REINVESTMENT ZONE NUMBER ONE, CITY OF
SOUTHLAKE, TEXAS
Randy Williamson, Chairman
Date:
DEVELOPER:
GPI Southlake II, L.P..,
a Delaware limited partnership
By: Granite Properties, Inc.
A Delaware corporation
Its General Partner
IN
David R. Cunningham
Sr. Director, Development & Construction
Date:
21
City of Southlake / GPI Southlake II, LP
Economic Development Agreement — Granite Place 11
LEGAL DESCRIPTION OF THE LAND
BEING, a 1.789 acre (77,919 square foot) tract of land situated in the Richard Eads
Survey, Abstract No. 481, City of Southlake, Tarrant County, Texas; said tract being all
of Lot 3R1, Block 16, Southlake Town Square, Phase IV an addition to the City of
Southlake according to the plat recorded in Instrument No. D222058726 of the Official
Public Records of Tarrant County, Texas;
22
City of Southlake / GPI Southlake II, LP
Economic Development Agreement — Granite Place 11
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City of Southlake / GPI Southlake ll, LP
Economic Development Agreement — Granite Place 11
I:VA:11:lkil7
FORM OF PARKING GARAGE EASEMENT
PARKING EASEMENT AGREEMENT
THE STATE OF TEXAS §
COUNTY OF TARRANT §
This Parking Easement Agreement (this "Agreement") is entered into effective as of the
day of , 2022, by GPI -MT, LP, a Texas limited partnership
("GPI -MT") and GPI Southlake II, LP, a Delaware limited partnership ("GPI Southlake") (GPI -MT
and GPI Southlake are sometimes collectively referred to hereafter as "Grantor"), and the City
of Southlake, Texas, a Texas municipal corporation ("Grantee").
BACKGROUND
WHEREAS, GPI -MT is the owner of Lot 1 R, Block 16 of Southlake Town Square, an
addition to the City of Southlake, Tarrant County, Texas, according to the plat thereof recorded in
the Deed Records of Tarrant County, Texas, located in the DT Downtown District Zoning District,
being more particularly described on Exhibit "A" annexed hereto ("Tract 1"). Tract 1 contains an
office building containing 165,063 GSF and a parking garage containing 478 parking spaces
("Phase 1 Parking Garage"); and
WHEREAS, GPI Southlake is the owner of Lot 3R1, Block 16 of Southlake Town Square,
an addition to the City of Southlake, Tarrant County, Texas, according to the plat thereof recorded
in the Deed Records of Tarrant County, Texas, located in the DT Downtown District Zoning
District, being more particularly described on Exhibit "B" annexed hereto ("Tract 2"). Tract 2 will
contain an office building containing +/- 150,000 GSF and an expansion of the Phase 1 Parking
Garage that will add 248 parking spaces thereto (the "Phase 2 Parking Garage" and collectively
with the Phase 1 Parking Garage, the "Parking Garage")).
WHEREAS, Tract 1 and Tract 2 are hereafter collectively referred to as the "Grantor
Tract"; and
WHEREAS, GPI Southlake and Grantee entered into that Economic Development
Agreement dated April 19, 2022 (the "Development Agreement"), pursuant to which Grantee
has committed to provide certain public incentives (the "Incentives") to offset a portion of the cost
of the Phase 1 Parking Garage upon the terms and conditions set forth therein; and
WHEREAS, in connection with Grantee's entering into the Development Agreement and
payment of the Incentives to Grantor, Grantor agrees to grant the public limited access to the
Parking Garage; and
WHEREAS, Grantor desires to grant to Grantee an easement right affecting the Grantor
Tract for the purpose of granting limited, non-exclusive use of the Parking Garage upon the terms
and conditions set forth herein.
25
City of Southlake / GPI Southlake II, LP
Economic Development Agreement — Granite Place II
EXHIBIT D — FORM OF PARKING GARAGE EASEMENT
NOW, THEREFORE, for and in consideration of the foregoing recitals, as well as the sum
of $10.00 and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged and confessed, the parties hereby agree as follows:
AGREEMENT
1. Grant of Easement.
a) Upon completion of construction of the Parking Garage by Grantor and subject to the
terms of Section 1(b) below, Grantor hereby grants unto Grantee, and its successors and
assigns, for the benefit of the general public (collectively the "Grantee Parties") a
perpetual, non-exclusive right and easement to enter upon and use the Grantor Tract for
the sole purpose of automobile parking during the specified time periods, and in the
designated portions of the Parking Garage, set forth below (such parking easement rights,
the "Easement"):
Day of Week
Applicable Hours
Easement Area
Monday — Friday
Entire 24 hour period, maximum
Ground level of Parking
two hours per visit
Garage
Monday — Friday
6:OOPM - 6:OOAM
Entire Parking Garage
Saturdays,
Entire 24 hour period
Entire Parking Garage
Sundays and
Federal Holidays
b. Restrictions on Grantee Parties' use of the Easement:
(i) the Grantee Parties shall use and occupy the Easement only for the use, and
during the times, specified in Section 1(a) above and for no other purpose;
(ii) the use of the Easement by the Grantee Parties shall be on a first -come, first -serve
basis along with Grantor's employees, tenants, agents, guests and/or invitees;
(iii) Grantee Parties' use is subject to compliance with such reasonable rules and
regulations as Grantor from time to time may prescribe;
(iv) no Grantee Party may (i) solicit business or distribute leaflets or other material in
the Easement area, (ii) store any hazardous substance or (iii) create a nuisance
thereon;
(v) Grantor may utilize ticketing, parking meters or other similar access control means
of enforcing the permitted parking time periods set forth in Section 1(a) above;
26
City of Southlake / GPI Southlake II, LP
Economic Development Agreement — Granite Place II
EXHIBIT D — FORM OF PARKING GARAGE EASEMENT
(vi) Grantor reserves the right to remove any vehicles or other personal property in
violation of this Agreement from the Easement at the sole cost of the owner thereof;
and
(vii) Grantor may temporarily close any part of the Easement for repairs or alterations
to the Grantor Tract (including, the Parking Garage) or to prevent the public from
obtaining prescriptive rights in the Grantor Tract (including, the Parking Garage);
provided, however, Grantor must give Grantee at least twenty -four-hour prior
notice of any anticipated repairs which would cause closure of the garage.
c. Neither Grantor nor its successors or assigns will (i) erect or maintain any improvements
over the Easement that will materially impair the use of the Parking Garage, except as
may be permitted under the terms and conditions of any agreements entered into by the
parties hereto or except as may be required by any applicable laws, or (ii) except as
expressly provided herein, take any action which would adversely affect the non-exclusive
use and enjoyment by the Grantee Parties of the Easement or Parking Garage.
d. Nothing in this paragraph shall prohibit Grantor and its successors and assigns from
otherwise using the Parking Garage or Grantor Tract in any manner not inconsistent with
the rights granted herein.
e. Grantor, at its sole expense, shall construct and install the Parking Garage upon the
Grantor Tract. The Parking Garage shall be constructed by Grantor in a good and
workmanlike manner in compliance with all applicable laws and the Development
Agreement. Grantor bears the cost and responsibility for the repair and maintenance of
the Grantor Tract and the Parking Garage. The Grantor Tract and Parking Garage shall
be maintained by Grantor in a good, neat and clean condition and in compliance with all
applicable laws.
f. Notwithstanding anything in this Agreement to the contrary, Grantee Parties' use of the
Easement will at all times be at no cost and free of charge.
2.) Compliance with Laws and Rules.
a. Grantee shall at all times comply with all applicable ordinances, rules, regulations, codes,
statutes and requirements of all federal, state, county and municipal governmental bodies
or their subdivisions respecting the Easement and the Parking Garage.
b. Grantor shall at all times comply with all applicable ordinances, rules, regulations, codes,
statutes and requirements of all federal, state, county and municipal governmental bodies
or their subdivisions respecting the Grantor Tract.
3.) Notice
All notices, approvals, requests, consents, and other communications given, required or
permitted in accordance with the terms of this Agreement must be in writing and must be
hand -delivered or sent by Federal Express or other nationally recognized overnight
service or United States certified or registered mail. The parties will consider notices given
or delivered when received, except that if either party intentionally acts to refuse delivery
of a notice sent by any nationally recognized overnight courier service or United States
certified or registered mail, then the effective date shall be the date of delivery to the
27
City of Southlake / GPI Southlake II, LP
Economic Development Agreement — Granite Place II
EXHIBIT D — FORM OF PARKING GARAGE EASEMENT
nationally recognized overnight courier service or the U.S. mail on a business day during
normal business hours. The parties will address notices as follows:
If to Grantor: c/o Granite Properties, Inc.
5601 Granite Parkway
Suite 800
Plano, Texas 75093
Attn: Director, Development/Construction
If to Grantee: City Clerk
City of Southlake
1400 Main St.
Suite 270
Southlake, Texas 76092
Any party shall have the right to change its address for purposes of notice by written notice served
as provided herein for giving notices.
4.) Property Condition.
GRANTEE PARTIES ARE ACCEPTING THE EASEMENT AND ALL PORTIONS OF THE
PROPERTY AND IMPROVEMENTS WHICH ARE RELATED TO THE SAME IN THEIR
"AS IS" "WHERE IS" CONDITION AND WITHOUT ANY REPRESENTATIONS OR
WARRANTIES OR COVENANTS OF GRANTOR WITH RESPECT THERETO AND,
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, (1) THE GRANTEE
PARTIES AGREE THAT THEY ACCEPT ALL PORTIONS OF THE PROPERTY WHICH
ARE SUBJECT TO THIS AGREEMENT IN THEIR PRESENT STATE AND CONDITION
AND "AS -IS WITH ALL FAULTS"; AND (11) GRANTOR SHALL NOT BE RESPONSIBLE
FOR ANY WORK ON THE PROPERTY OR THE IMPROVEMENTS LOCATED
THEREON NECESSARY TO SECURE OR PROVIDE SECURITY FROM THEFT,
VANDALISM, DESTRUCTION, ASSAULT, BATTERY, BODILY HARM AND/OR ANY
OTHER DAMAGES WHICH MAY BE INCURRED BY ANY AND ALL ENTITIES,
PERSONS, PERSONAL PROPERTY, REAL PROPERTY OR ANY OTHER PERSONS
OR ITEMS OF ANY KIND OR NATURE WHICH MAY BE LOCATED ON OR WHICH MAY
BE USING ANY PORTION OF THE PROPERTY AS A RESULT OF THE EASEMENT
GRANTED HEREUNDER OR THE EXECUTION OF THIS AGREEMENT, IT BEING
UNDERSTOOD THAT ALL VEHICLES ARE PARKED AT GRANTEE PARTIES' SOLE
RISK.
5.) Rights Reserved to Grantor.
Grantor reserves the following rights, each of which Grantor may exercise or refrain from
exercising without notice to or the consent of Grantee and without being deemed to have
evicted Grantee: (1) Grantor may change the name or street address of the Parking
Garage; (2) Grantor may install and maintain signs in or on the exterior of the Parking
Garage; (3) Grantor may change the arrangement of entrances, doors, corridors,
elevators, or stairs in the Parking Garage common areas in any way that does not impede
access to or the use of the Easement; (4) Grantor may make other additions, subtractions,
or changes to common areas and to other areas in the Parking Garage, so long as those
28
City of Southlake / GPI Southlake II, LP
Economic Development Agreement — Granite Place II
EXHIBIT D — FORM OF PARKING GARAGE EASEMENT
additions, subtractions, or changes do not impede access to or the use of the Easement;
(5) Grantor may install, operate, and maintain systems that monitor, by closed circuit
television or otherwise, all persons entering or leaving the Parking Garage; (6) Grantor
may install and maintain ducts, conduits, wires, pipes, and structural elements anywhere
in the Parking Garage (including in and above the Easement) to serve other parts of the
Parking Garage or other grantees, so long as those installations do not impede access to
or the use of the Easement; and (7) Grantor may grant easement space anywhere in the
Parking Garage other than on the ground level to any number of other grantees. Grantee
agrees that during construction of the Phase 2 Parking Garage, Grantor may from time to
time temporarily close (or impose restrictions upon the use of) all or parts of the Phase 1
Parking Garage to reinforce structural elements of the Phase 1 Parking Garage or to make
other changes or uses of the Phase 1 Parking Garage that are reasonably required to
accommodate the construction of the Phase 2 Parking Garage.
6.) Rights of Third Parties.
The agreements of Grantor in this Easement and other operative documents are intended
solely for the benefit of Grantee and Grantee Parties. All conditions to the obligations of
Grantor under this Easement or other operative documents are imposed solely for the
benefit of Grantor, and no other Person may require satisfaction of those conditions or
assume that Grantor will enforce any or all of those conditions.
7.) No Personal Liability.
The liability of Grantor to Grantee for any default by Grantor under this Easement is limited
to the interest of Grantor in the Parking Garage, as such interest may exist from time to
time, and Grantee agrees to look solely to Grantor's interest in the Parking Garage for
recovery of anyjudgment from Grantor, it being intended that Grantor will not be personally
liable for any judgment or deficiency. Nothing in this section or this Agreement shall limit
Grantee's ability to seek specific performance if Grantor is in default of this Agreement.
8.) No Liability for Exemplary, Special, or Remote Damages.
Grantor will not be liable to Grantee for exemplary damages, for damages that are
characterized in law as "special" or "remote" (in contrast to damages that are
characterized as "general" and "direct"), for damages to Grantee's reputation, or for any
resulting loss of future revenues of Grantee.
9.) Run With the Land.
This Agreement shall run with the land (the Grantor Tract), and shall be binding on, and
inure to the benefit of, the owner of the Grantor Tract, and its respective successors and
assigns, and on all parties having or acquiring any right, title, interest, or estate in the
Grantor Tract, or any portions thereof, and any such owner shall be released from any
additional obligations under this Agreement upon, and to the extent, such owner has
conveyed all of its right, title, interest and estate in the Grantor Tract.
29
City of Southlake / GPI Southlake II, LP
Economic Development Agreement — Granite Place II
EXHIBIT D — FORM OF PARKING GARAGE EASEMENT
10.) Miscellaneous.
(a) By execution of this Agreement, each party represents that (i) it has full right, power and
authority to enter into this Agreement, and carry out its commitments made hereunder,
and all requisite action to authorize such party to enter into this Agreement and convey or
cause the conveyance of the property to the other party has been taken; (ii) the individuals
executing this Agreement have been duly authorized to bind such party to the terms and
conditions hereof and thereof; and (iii) the execution, delivery and performance by such
party of this Agreement shall not constitute or cause a default or breach of any agreement
or undertaking of such party or concerning the real property owned by such party
(including but not limited to any lease of the Grantor Tract).
(b) This Agreement shall be construed under the laws of the State of Texas, and all obligations
of the Parties are performable in Tarrant County, Texas. Exclusive venue for any action
to enforce or construe this Agreement shall be in Tarrant County, Texas.
(c) In the event of a lawsuit in connection with this Agreement, the prevailing party shall be
entitled to recover from the non -prevailing party all costs of court and reasonable
attorneys' fees incurred by the prevailing party in connection with such lawsuit.
(d) If any provision of this Agreement or the application thereof to any person or circumstance
shall be invalid or unenforceable to any extent and for any reason cannot be reformed,
the remainder thereof and the application of such provision to other persons or
circumstances shall not be affected thereby and shall be enforced to the greatest extent
permitted by law.
(e) This Agreement contains the complete agreement of the parties and cannot be varied
except by written agreement of the parties. The parties agree that there are no oral
agreements, representations, or warranties that are not expressly set forth in this
Agreement.
(f) Whenever context requires, the singular will include the plural, and neuter will include the
masculine or feminine gender, and vice versa. Article and section and paragraph headings
in this Agreement are for reference only and are not intended to restrict or define the text
of any such article, section, and paragraph. This Agreement will not be construed more or
less favorably between the parties by reason of authorship or origin of language.
[Signature pages follow.]
30
City of Southlake / GPI Southlake II, LP
Economic Development Agreement — Granite Place II
EXHIBIT D — FORM OF PARKING GARAGE EASEMENT
IN WITNESS WHEREOF, Grantor and Grantee have executed this Agreement as of the
day and year first above written.
GRANTOR:
GPI -MT, L.P.,
a Texas limited partnership
By: Granite Properties, Inc.
a Delaware corporation,
its General Partner
By:
Name:
Title:
THE STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on , 2022, by
of Granite Properties, Inc., a Delaware
corporation, as the general partner of GPI -MT, L.P., a Texas limited partnership, on behalf of said
limited liability company and limited partnership.
Notary Public, State of Texas
31
City of Southlake / GPI Southlake II, LP
Economic Development Agreement — Granite Place II
EXHIBIT D — FORM OF PARKING GARAGE EASEMENT
GPI SOUTHLAKE II, L.P.,
a Delaware limited partnership
By: Granite Properties, Inc.
a Delaware corporation,
its General Partner
By:
Name:
Title:
THE STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me on , 2022, by
of Granite Properties, Inc., a Delaware
corporation, as the general partner of GPI Southlake 11, L.P., a Texas limited partnership, on behalf
of said limited liability company and limited partnership.
Notary Public, State of Texas
32
City of Southlake / GPI Southlake II, LP
Economic Development Agreement — Granite Place II
EXHIBIT D — FORM OF PARKING GARAGE EASEMENT
Grantee:
CITY OF SOUTHLAKE, TEXAS
M
John Huffman, Mayor
THE STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, on this day personally appeared
the of
known to me to be the person and officer whose name is subscribed to
the foregoing instrument, and acknowledged to me that he executed the same as duly authorized
officer of such corporation, for the purposes and consideration therein expressed, and in the
capacity therein stated as the act and deed of said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of
[ SEAL OF NOTARY PUBLIC ]
Notary Public in and for the State of Texas
, 2022.
33
City of Southlake / GPI Southlake II, LP
Economic Development Agreement — Granite Place II
EXHIBIT D — FORM OF PARKING GARAGE EASEMENT
[DELETE IF N/A]
CONSENT OF GRANTOR TRACT MORTGAGEE
The undersigned is the holder of a first mortgage lien on the Grantor Tract as evidenced
by that [NAME OF MORTGAGE] dated and recorded in of the Real
Property Records of , County, , and hereby consents to and
subordinates its interest in the Grantor Tract to the rights granted to Grantee and Grantee
Parties under this Parking Easement Agreement.
[NAME OF MORTGAGEE],
a
By: _
Name:
Title:
THE STATE OF
COUNTY OF
BEFORE ME, the undersigned authority, on this day personally appeared
the of [Name of Mortgagee], a
, known to me to be the person and officer whose name is subscribed to
the foregoing instrument, and acknowledged to me that he executed the same as duly
authorized officer of such corporation, for the purposes and consideration therein expressed,
and in the capacity therein stated as the act and deed of said limited liability company.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of
[ SEAL OF NOTARY PUBLIC ]
Notary Public in and for the State of
,20
34
City of Southlake / GPI Southlake II, LP
Economic Development Agreement — Granite Place II
EXHIBIT D — FORM OF PARKING GARAGE EASEMENT
EXHIBIT A
TRACT 1
TRACT 1
BEING, a 2.4096 acre (104,963 square foot) tract of land situated in the Richard Eads
Survey, Abstract No. 481, City of Southlake, Tarrant County, Texas; said tract being all
of Lot 1 R, Block 16, Southlake Town Square, Phase IV an addition to the City of Southlake
according to the plat recorded in Instrument No. D217030248 of the Official Public
Records of Tarrant County, Texas;
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35
City of Southlake / GPI Southlake 11, LP
Economic Development Agreement — Granite Place 11
EXHIBIT D — FORM OF PARKING GARAGE EASEMENT
EXHIBIT B
TRACT 2
TRACT 2
BEING, a 1.789 acre (77,919 square foot) tract of land situated in the Richard Eads
Survey, Abstract No. 481, City of Southlake, Tarrant County, Texas; said tract being all
of Lot 3R1, Block 16, Southlake Town Square, Phase IV an addition to the City of
Southlake according to the plat recorded in Instrument No. D222058726 of the Official
Public Records of Tarrant County, Texas;
S 49'26'47' E
S 41'28'56" W IRS _ _ _ _ _ 5 48'30'00_ E 299.95_ _ _ _ 11'.00' I IRS
15.fi6' N 41'28'56' E PORTION OF -
38 p0 F" 15.68, 26' COMMON ACCESS EASEMENT
0 9 T'Syl g0. 9 6 IRS (ABANDONED BY THIS PLAT)
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CB=N 1'3fi'13" E 28.45 g L
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bom 9'47 , (BY THTS PLAT) T-12.50' h
R=279.40CB-N 1327'42' E 1
L-161.72' a28'a2'22" CD=22.35'
T=83.19' R=279.40' LOT 3R1, BLOCK 18 26' COMMON ACCESS EASEMENT
CB=N 15'57"24" E=139.96' (INST, NO. 1115111126)
CD=159.47' T=71.49' LOT aft, BLOCK 16 (MST. NO D21606092)
CB=N 18'11'07" E SCUTHLAKE TOWN SQUARE, CEeq
CD=138.52' PH,,SL IV
1 (INS?. N0, D21703v248) N V
125
GPI SOUTHLAKE H. LP
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5/8-INCH IRON ROOT (BY THIS PLAT) U3
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R=234.65' , 5/8—INCH IRON Roo �MAc NgIL w/
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5/6-INCH IRON ROD (BY THIS PLAT)
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N oo '45" w •� gVISION �9 � Dr
5/6-INCH IRON ROD \
FOUND W/•BDD' CAP
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36
City of Southlake / GPI Southlake II, LP
Economic Development Agreement — Granite Place II
EXHIBIT D — FORM OF PARKING GARAGE EASEMENT