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A-481 (Diamond) 2 0'7 OFFICI~.~ECORD :; ,r' r '( -,'^ I" ': ; CITY OF SOUTHLAKE STORM DRAINAGE CHANNEL EASEMENT . . ~ ~. ') -! r.; : S.: 2 I THE STATE OF TEXAS 9 ~ COUNTY OF TARRANT 9 (1;'. _i. (,. ri"" . "." That DIAMOND SHAMROCK REFINING AND MARKETING COMPANY, a Delaware corporation with an office and place of business at One Valero Place, San Antonio, Texas 76249, GRANTOR herein, for and in consideration of the sum of Ten ($10.00) Dollars and other good and valuable consideration in hand paid by the CITY OF SOUTHLAKE, home rule municipal corporation of the County of Tarrant, State of Texas, GRANTEE herein, the receipt and sufficiency of which is hereby acknowledged and confessed, does hereby grant and convey unto the said GRANTEE a permanent and perpetual easement for the purpose of installing, repairing, maintaining, altering, replacing, relocating (within the easement area herein described), rebuilding, removing, and operating an above ground storm drainage channel (the "Permanent Storm Drainage Channel Easement") over and through all that land in Tarrant County, Texas described as follows, to-wit: A forty foot (40') wide Permanent Storm Drainage Channel Easement containing approximately seven hundred ninety-nine (799) square feet, as more particularly described in Exhibit "A-I" and shown on Exhibit "A-2" attached hereto and incorporated herein, together with the right of ingress and egress as necessary for such purposes. The Permanent Storm Drainage Channel Easement shall be located where shown on Exhibit "A-2" within the tract ofland owned by GRANTOR ("Grantor's Property") that is more particularly described in Exhibit "B," a copy of which is also attached hereto and made a part hereof. This Permanent Storm Drainage Channel Easement is and shall continue to be expressly subject to (1) the Right-of-Way Agreement dated December 11, 1979 and the rights thereunder previously granted to The Shamrock Pipe Line Corporation, a Delaware corporation, as well as its successors and assigns, the terms of which may be modified at any time, at GRANTOR's sole discretion, to permit the installation and operation of more than one (1) pipeline within the pipeline easement, and (2) the Crossing Easement in the form attached as Exhibit "c" hereto. GRANTEE acknowledges that the grant and conveyance made under this instrument is for the construction and maintenance of a surface drainage channel only which shall not be encased in any manner. GRANTOR shall have the additional rights, and this Permanent Storm Drainage Channel Easement shall be subject to those additional terms and conditions, that are set forth in Exhibit "D," a copy of which is attached hereto and incorporated herein by this reference. Storm Drainage Channel Easement.doc It is further intended that the Permanent Storm Drainage Channel Easement herein granted to the GRANTEE shall run with the land and forever be a right in and to the land belonging to GRANTOR, and GRANTOR'S successors and assigns, and said grant is expressly excepted from any right of reversion of said premises under any prior deeds in GRANTOR'S chain of title so long as such grant and easement is either (a) retained by GRANTEE, or (b) assigned to and all of GRANTEE's duties and obligations herein assumed by any federal, state, county, or municipal entity or agency which succeeds to the interests of GRANTEE under ordinance or legislative enactment. The Permanent Storm Drainage Channel Easement, rights and privileges granted therein are non-exclusive, provided, however, GRANTOR covenants that, except for the pipeline and landscaping easements described above, it will not convey any other easement or conflicting rights within the area covered by the grant made to GRANTEE herein to any other person or entity other than The Shamrock Pipe Line Corporation, its successor or assigns, which umeasonably interferes with GRANTEE's intended use of the Permanent Sewer Drainage Channel Easement for an above-ground drainage channel. IN WITNESS WHEREOF, this instrument is executed this /Ji!:. day of March, 2003. GRANTOR: DIAMOND SHAMROCK REFINING AND MARKETING OMPANY, a Delaware corpo hon By: The following party executes this Storm Sewer Easement to evidence its consent to the terms hereof: By: Storm Drainage Channel Easement.doc 2 ACKNOWLEDGEMENT STATE OF TEXAS s s s COUNTY OF BEXAR This instrument was acknowledged before me on the .I J IJ... day of March, 2003, by R.L. Reese, an officer of Diamond Shamrock Refining and Marketing Company, a Delaware corporation, on behalf of said corporation. STATE OF TEXAS S S COUNTY OF BEXAR S ~ This instrument was acknowledged before me on the / J Clay of March, 2003, by R.L. Reese, an officer of The Shamrock Pipe Line Corporation, a Delaware corporation, on behalf of said corporation. ","..,,-'. -.:': >,,::~.....:~:-.'.,."".:'-:y-.';;' ,;~,. DIANA M. SEGOVIA '. i~ ')''6 Notary Public "'~/t~'.#, : State ofTexas, ,~- c:/~I My Comm. Exp. 12-27.2005 ~_ _,_",r', ',_'''~'__::_'" - __",,,,,~....i\-,..;" .~"....:H";:'~. .... DiANA M. SC-G:JI,II;':;' ;\';'~ Notary Public .t"."" ;* State of Texas ., , \ 1<>) A ..... "'\"r'~ ~,; Co fJ(n ~ ,_",l-,,\,.<~ ,. >~V'.1 \\!:y mm. ,"""~"" ;""," ... _, _ "-',t-~..,.:....~<-c. Storm Drainage Channel Easementdoc Notary Public, State of Texas 3 ..-- - CERTIFICATE OF ACCEPTANCE This is to certify that the interest and real property conveyed by this dedication instrument dated the / t ,f-k. day of March, 2003, from Diamond Shamrock Refining and Marketing Company to the City of Southlake, has been duly accepted subject to all terms and conditions contained therein, and the City Council has consented to recordation of such dedication instrument by its duly authorized officer. Dated: 3/11>'..-0.3 ~~ May r, CIty of Southlake c/~.t2 City Secretary """""'"'''''' ", . \1'"H'..II,- " .... O.V \ ~,t' " ...... ,~ ......... "'-:' ",', ..... -J .. .. r. "".... ::" .. .. ti':. .. ~ . . ~ :: 0: ~ " ~ = . . = -'"-. .00- .'-. . - -: ':::. ~ : '= ~ '<>' I . ~.. .. ~ -:,. ... ... :- " ....... ...... " ......' "I *il~ "" II""".. "~,a'"~ ATTEST: AFTER FILING, PLEASE RETURN TO: RETURN TO: CITY OF SOUTHLAK! OFFICE OF THE CITY SECRETARV 1400 MAIN STREET, SUITE 270 SOUTHLAKE, TEXAS 76092 StOlm Drainage Channel Easement.doc EXHIBIT" A-I" Description of Permanent Storm Sewer Easement .- , " " Storm Drainage Channel Easementdoc 20' DRAINAGE EASEl\1ENT BEING a 0.009 acre tract of land situated in the Richard Eads Survey, Abstract No. 481, Tarrant County, Tex..as, City of SouthIake, and being a portion of a tract of land conveyed by deed to Diamond Shamrock Corporation, as recorded in Volume 6812, Page 2108, Deed Records, Tarrant County, Texas. Said 0.009 acre tract of land being more particularly described by metes and bounds as follows: COMl\1ENCING at a point for comer, said point being the northwest comer of said Diamond Shamrock tract and the northeast comer of a tract of land conveyed by deed to PKB Enterprises, Ltd., as recorded in Volume 14661, Page 0525, Deed Records, Tarrant . County, Texas, and being in the southerly right-of-way line of State Highway 114 (a variable width R.O.W.); THENCE South 00001'16N East, leaving said southerly right-of-way line of State Highway 114, and following along the west line of said Diamond Shamrock tract and the . east line of said PKB Enterprises tract, being a common line, for a distance of 116.90 feet to a point for comer, said point being the POINT OF BEGINNING; THENCE North 89058'44N East, leaving said common line, for a distance of 20.00 feet to a point for comer, said point being the northwest comer of Lot 4, Block 2, Village Center Addition, an addition to the City of Southlake, as recorded in Cabinet A, Slide 3096, Plat Records, Tarrant County, Texas; THENCE South 00001'16'" East, along the east line of said Diamond Shamrock tract and the west line of said Lot 4, Block 2, being a common line, for a distance of 20.00 feet to a . point for comer; THENCE South 89058'44'" West, leaving said common line, for a distance of 20.00 feet to a point for comer, being in said common line of PKB Enterprises and Diamond Shamrock tracts; THENCE North 00001'16N West, along said common line, for a distance of 20.00 feet to the POINT OF BEGINNING and CONTAINING 400 square feet or 0.009 acres of land, more or less. , --4 EXHIBIT "A-2" Survey Map of Permanent Storm Sewer Easement Stonn Drainage Channel Easement.doc , . i I ~I =1 ~l ~I I I '. I T. tMHAN 8URftY AllaTRAcT NO. 1048 POINT OF ~~NG lU Sr..., r".~ r~ L, '9~ofl1to '7../'e, ....~ 'ft}.. "'~~~ "..., y 11'0 t J '~.1 <1 IR DCHARD lEADS 'UR'In All8TRACT _ 481 . !!' . ' DIAMOND SHAMROCK CORP, VOL. 6812, PG. 2108 a.R.T.C.T. IN 00.01'16" W . 40.00' S 00.00'18" E 35.00' CAROL J. PETERKA ET AL VOl. 8516. PG. 595 O.R.T.C.T. S 89-52'00' '" 19.9B' S 00.01 '16' E ~.OO' OWNERS: CAROL ~. PETERKA LORRIE w. SeCK LESLIE W. KLINGMAN HONE DEPOT USA LOT 4. BLOCK 2 ". II .. II~ 1_.; ... " eo- I.c-a: ~ .& ~R EXHIBIT IIAII DRAINAGE EASEMENT BEING A 799 Sa,FT., 0.018 ACRE TRACT OF LAND OUT OF THE RICHARD EAOS SURVEY ABSTRACT NO. 481 CITY OF SOUTHLAKE. TEXAS TARRANT COUNTY, TEXAS g o 20 40 80 ~ f SCA.LE: 1. -40 . PROJECT NO. 2032-1031 r~B~ Associates.rc t'&. CCHU.TN; EtGEeB & ~ ~ 616 SIX FLAGS DRIVE, SUITE 400 ~INGTON. TEX4S 76011 18t7) 6<40-~35 CATE: ~~ 2001 ~lIEl A-L/ ,_,_._~.__,~_.________,.___'_~'__,._.o. Storm Drainage Channel Easement.doc EXHIBIT "B" Description of Grantor's Property Southlake/Highway 114 Tract Legal Description A strip of land twenty (20) feet by one thousand five hundred thirty and five tenths (1530.5) feet located n Tarrant County, Texas; and Being out of a 57.099 acre tract of land in the Richard Eads Survey, Abstract 481, and the Thomas Mahan Survey, Abstract 1049, all in Tarrant County, Texas, and being more particularly described under Tract I in that certain deed from Alpha Development Corporation dated September 11, 1979, and recorded in Volume 6812, Page 2108, Named records of Tarrant County, Texas; said 20 foot wide strip of land being more particularly described as follows: Ten (10) feet on each side of the following described centerline: BEGINNING at a point in the most westerly South line of said 57.099 acre tract, the North right-of-way line of State F..M. Highway No. 1709, and in a fence, said point being ten (10) feet West of the most southerly Southeast corner of said 57.099 acre tract; THENCE North 0 degrees 04 minutes East, ten (10) feet West of and parallel to the East line of said 57.099 acre tract and the East line of said Richard Eads Survey, one thousand five hundred thirty and five tenths (1530.5) feet to a point in the North line of said 57.099 acre tract, the South right-of-way line of State Highway No. 114, and in a fence, containing approximately 0- 703/1 000 of an acre ofland; Subject to all restrictions, covenants, building setback lines and existing rights of way and easements affecting said land. Storm Drainage Channel Easementdoc EXHIBIT "C" Form of Crossine Easement CROSSING EASEMENT STATE OF TEXAS 9 9 COUNTY OF TARRANT 9 KNOW ALL MEN BY THESE PRESENTS: That, for and in consideration of the sum of TEN DOLLARS (S1O.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, DIAMOND SHAMROCK REFINING AND MARKETING COMPANY, with an office and place of business at 6000 North Loop 1604 West, San Antonio, Texas, 76249.1234, hereinafter referred to as "Grantor," does hereby grant to SOUTHLAKE VENTURE EAST L.P., a Texas limited partnership ("Grantee"), and its successors and assigns, Grantee having its main office and place of business at Cooper & Stebbins, L.P. 1256 Main Street, Suite 240, Southlake, Texas 76092, a limited, non-exclusive crossing easement (the "Right of Way") to construct, maintain, repair, operate, and replace one (1) access driveway on, over, and across either (but not both) Tract No. 1 or Tract No. 2 as described on Exhibit" A-I" attached hereto; which tracts are located within that certain real property owned by Grantor which is more particularly described on Exhibit "A-2", also attached hereto (the "Grantor Property''), located in the City of Southlake, Tarrant County, Texas. Grantee's present intention is to utilize Tract No.1 for such crossing, unless required by the City of Southlake to utilize Tract No.2. Nothing contained in this Crossing Easement shall be deemed to be a gift or dedication of any portion of Grantor's Property to the general public for any public purpose whatsoever; it being the intention of the Grantor and Grantee that this .crossing Easement is for the exclusive benefit of Grantee and Grantee's successors, assigns, mortgagees, tenants, customers, and invitees. Nothing under this Crossing Easement, express or implied, shall confer upon any person, other than Grantee and Grantee's successors, assigns, mortgagees, tenants, customers, and invitees any rights or remedies under or by reason of this Crossing Easement. Grantee's property affected by and making use of the Right-of-Way ("Grantee Property'') is described by metes and bounds on Exhibit "8" which is attached to and made a part of this Crossing Easement. TO HAVE AND TO HOLD the above-described easement unto Grantee and its successors and assigns, subject, however, to the conditions, covenants and agreements to be kept, observed and performed by Grantee as follows: 1. This Crossing Easement (the "Easement'') shall be for a period of fifty (50) years from the effective date set forth below (the "Initial Term''), then year-to-year thereafter (each a "Renewal Term'') unless and until terminated by either Grantor or Grantor as of the expiration of or at any time after the Initial Term upon giving at least one (1) year's advance written notice of termination to the other prior to the expiration of the Initial Term or any Renewal Term; provided. however, this Crossing Easement may be terminated by Grantor at any time (a) when Grantee, its successors or assigns shall cease to use the Right-of-Way for any of the purposes specified herein for a continuous period of one (I) year, (b) should Grantee have not started construction of such driveway within six (6) months from the date of the complete execution of this Easement, or (c) if and when required under the terms of any applicable law, rule, regulation, order, or permit. Upon such termination of this Easement, all rights herein granted shall revert to 563177 3 Cl'OIIinl EMemcnc / Grantor, its successors and assigns, and, if requested, Grantee shall promptly execute and deliver a written release and surrender of this Easement in a form approved by Grantor. 2. Grantor reserves for itself, its successors and assigns, the right to use the Right-of- Way for any purpose and in any manner not specifically granted herein including, without limitation, the right to cross or to permit others to cross over or under Grantee's driveway so long as such use does not unreasonably interfere with the rights of Grantee hereunder or create a safety hazard. Additionally, the grant provided herein unto Grantee is subject to all prior easements, exceptions, reservations, encumbrances and/or rights of way, and the rights of any parties in rightful possession, associated with this property, as well as the restrictions, limitations, and reserved rights whether of record or evidenced physically on Grantor's Property, including the Right-of-Way Agreement dated December II, 1979, and the rights thereunder previously granted to The Shamrock Pipe Line Corporation, its successors and assigns, as such agreement may be modified, at Grantor's sole discretion, at any time.. 3. The right of ingress and egress is limited to the Right-of-Way, existing public roadways, and other routes as approved in advance in writing by Grantor intersecting the Right-of- Way and, for purposes of initial construction and subsequent repair of its driveway, Grantee, upon giving adequate prior notice to Grantor, may use as working space, the area lying ten (10) feet on either side of this Right-of-Way on Grantor's Property to effect such construction or repair, provided that the land is (a) not occupied by substantial improvements, and (b) owned by Grantor. 4. The driveway shall be designed, constructed, and operated in accordance with Grantor's and Grantee's applicable safety regulations and policies, as well as all applicable safety rules and regulations published by the federal, state, or local regulatory agencies having jurisdiction, including those imposing a minimum or recommended distance or clearance between the top of Grantor's pipelines and the ground surface (including Grantee's driveway). If no such governrnent safety rules apply, then applicable industry standards and practices shall govern. Grantee shall obtain all necessary consents, licenses, and permits prior to commencing construction. 5. Regular inspections and maintenance of the area comprising this Right-of-Way shall be conducted by Grantee. All repairs including, but not limited to, sink holes, soil erosion, sloughing or impairment to natural drainage shall be completed by Grantee within a reasonable period of time, but in any event, within ten (10) days after receiving notice from Grantor to perform such maintenance unless a shorter period is mandated by applicable law, rule, regulation, or ordinance. 6. If the location of the Right-of-Way ever interferes with Grantor's use of its property or if Grantor or The Shamrock Pipe Line Corporation ever needs to inspect, maintain, repair, replace, enlarge, encase, or environmentally remediate (collectively, the "Maintenance") any of its pipeline(s) or other improvements located in, on, or under the Right-of-Way, Grantor and The Shamrock Pipe Line Corporation, as well as its successor and assigns, shall have the right, except in case of an emergency, upon at least fifteen (15) days prior written notice to Grantee, to close all or any portion of the driveway for a reasonable period of time to the extent 563877_3 Crossing Easement 2 -,."~,-_.--.-,~"-,-~-,---,-,..----_.."""---._.- required to perform such Maintenance. Grantor and/or The Shamrock Pipe Line Corporation shall coordinate such closing with Grantee so that no unreasonable interference in the passage of pedestrians and vehicles to the Grantee Property shall occur, provided, however, Grantee acknowledges that, in the event of an emergency, the Right-of-Way may be temporarily blocked or barricaded by Grantor, The Shamrock Pipe Line Corporation, or one their respective employees, agents, contractors, or legal representatives, without liability or claim for any damage or loss of any kind or nature whatsoever as a direct result of such action, in order to protect the health, safety, or welfare of Grantee's tenants, customers, and the general public. Grantee shall promptly reimburse Grantor for all reasonable expenses incurred by Grantor at the request of Grantee relating to repairing and replacing the driveways within fifteen (15) days following Grantee's receipt of written demand therefor, accompanied by reasonable evidence of such expense. In addition, Grantor and Grantee are parties to an umecorded Landscape and Surface Maintenance Agreement of even date herewith (the "Landscape Agreement"). Under the terms and conditions of the Landscape Agreement, Grantee is permitted by Grantor to install certain "Landscape Elements" on Grantor's Property. Grantee shall promptly reimburse Grantor for all reasonable expenses incurred by Grantor at the request of Grantee relating to repairing and replacing of any Landscape Element that was removed or damaged as a result of any Maintenance within fifteen (15) days following Grantee's receipt of written demand therefor, accompanied by reasonable evidence of such expense. 7. Upon termination of this Easement, Grantee shall either abandon in place the driveway if so requested by Grantor or shall, at Grantee's sole cost and expense, remove from Grantor's real estate within sixty (60) days of receipt of such request, the driveway and thereafter shall restore such real estate as nearly as practicable to the condition existing prior to the original construction and installation. 8. GRANTEE ASSUMES ALL LIABILITY IN CONNECTION WITH THE CONSTRUCTION, OPERATION, MAINTENANCE, INSPECTION, REPLACEMENT,. REMOVAL, USE, OR EXISTENCE OF SAID DRIVEWAY AND RELATED APPURTENANCES. GRANTEE FURTHER AGREES THAT REGARDLESS OF THE LEGAL THEORY OR THEORIES ALLEGED INCLUDING, WITHOUT LIMITATION, THE NEGLIGENCE (WHETHER JOINT OR CONCURRENT) OR STRICT LIABILITY OF THE SHAMROCK PIPE LINE CORPORATION, GRANTOR, OR THEIR RESPECTIVE EMPLOYEES, AGENTS, CONTRACTORS, SUBCONTRACTORS, OR INVITEES, OR GRANTEE OR GRANTEE'S EMPLOYEES, AGENTS, CONTRACTORS, SUBCONTRACTORS, OR INVITEES, GRANTEE AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE SHAMROCK PIPE LINE CORPORATION, GRANTOR, THEIR RESPECTIVE PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, AND SUCCESSORS, AS WELL AS ANY OFFICER, DIRECTOR, EMPLOYEE, OR AGENT OF SUCH ENTITY (COLLECTIVEL Y THE "INDEMNITEES") FROM AND AGAINST ANY DAMAGE, COST, EXPENSE, FINE, PENALTY, LIABILITY, OR JUDGMENT (COLLECTIVELY CALLED "LIABILITY") RESULTING FROM, ARISING OUT OF, OR CAUSED BY THE CONSTRUCTION, OPERATION, MAINTENANCE, INSPECTION, 563877_3 Crossing Easement 3 REPLACEMENT, REPAIR, REMOVAL, USE, OR PRESENCE OF SAID DRIVEWAY ON THE TRACT OF LAND HEREIN DESCRIBED. HOWEVER, GRANTEE SHALL NOT INDEMNIFY ANY OF THE INDEMNITEES FOR THAT PORTION OF ANY LIABILITY DETERMINED BY EITHER THE MUTUAL AGREEMENT OF THE PARTIES HERETO OR IN THE FINAL JUDGMENT OF A COURT PURPORTING TO EXERCISE PROPER JURISDICTION OVER THE MATTER TO HAVE BEEN CAUSED BY THAT INDEMNITEE. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THE RIGHT-OF-WAY AND THIS EASEMENT. 9. GRANTOR AND GRANTEE ACKNOWLEDGE THAT ON OR ABOUT THE DATE HEREOF, GRANTOR HAS EXECUTED A SANITARY SEWER LINE EASEMENT AND A STORM DRAINAGE CHANNEL EASEMENT (COLLECTIVELY, "PUBLIC EASEMENTS") IN FAVOR OF THE CITY OF SOUTHLAKE, A HOME RULE MUNICIPAL CORPORATION OF THE COUNTY OF TARRANT, STATE OF TEXAS ("CITY"). AS PART OF A SEP ARA TE DEVELOPMENT AGREEMENT WITH THE CITY, GRANTEE WILL BE PERFORMING THE INITIAL INSTALLATION OF THE IMPROVEMENTS AND FACILITIES CONTEMPLATED BY THE PUBLIC EASEMENTS WITHIN LAND OWNED BY GRANTOR. IN PERFORMING SUCH WORK ON GRANTOR'S LAND, GRANTEE SHALL COMPLY WITH THE CONSTRUCTION REQUIREMENTS SET FORTH IN THE PUBLIC EASEMENTS. IN ADDITION TO GRANTEE'S OBLIGATIONS ELSEWHERE IN THIS CROSSING EASEMENT, GRANTEE HEREBY AGREES THAT REGARDLESS OF THE LEGAL THEORY OR THEORIES ALLEGED INCLUDING, WITHOUT LIMITATION, THE NEGLIGENCE (WHETHER JOINT OR CONCURRENT) OR STRICT LIABILITY OF THE SHAMROCK PIPELINE CORPORATION, GRANTOR, OR THEIR RESPECTIVE EMPLOYEES, AGENTS, CONTRACTORS, SUBCONTRACTORS, OR INVITEES OR GRANTEE OR GRANTEE'S EMPLOYEES, AGENTS, CONTRACTORS, SUBCONTRACTORS, OR INVITEES, GRANTEE AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE INDEMNITEES FROM AND AGAINST ANY LIABILITY RESULTING FROM, ARISING OUT OF, OR CAUSED BY THE INITIAL CONSTRUCTION BY GRANTEE OR ITS CONTRACTORS, SUBCONTRACTORS, EMPLOYEES, OR AGENTS OF THE IMPROVEMENTS AND FACILITIES CONTEMPLATED BY THE PUBLIC EASEMENTS WITHIN LAND OWNED BY GRANTOR. HOWEVER, GRANTEE SHALL NOT INDEMNIFY ANY OF THE INDEMNITEES FOR THAT PORTION OF ANY LIABILITY DETERMINED BY EITHER THE MUTUAL AGREEMENT OF THE PARTIES HERETO OR IN THE FINAL JUDGMENT OF A COURT PURPORTING TO EXERCISE PROPER JURISDICTION OVER THE MATTER TO HAVE BEEN CAUSED BY THAT INDEMNITEE. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE ANY TER1\'lINATION OR EXPIRATION OF THE PUBLIC EASEMENTS. 563877_3 Crossing Easement 4 10. Grantee shall pay all taxes which may be levied or assessed on the installation, use and operation of the Right-of-Way or ownership of the improvements located thereon, and Grantee further agrees to promptly reimburse Grantor for the amount of any taxes which may be assessed against Grantor by reason of Grantee having installed the driveway and related appurtenances upon the real estate of Grantor covered by this Easement. I J. The Right of Way and the obligations contained in this Easement and the Landscape Agreement are appurtenant to and run with the Grantee Property, whether or not the Right of Way is referenced or described in any conveyance of all or any portion of the Grantee Property. The Easement and Landscape Agreement are for the benefit of Grantee and Grantee's heirs, successors, assigns, and tenants of Grantee who at any time own or lease all or any portion of the Grantee Property or any interest in the Grantee Property. The terms and conditions set forth in this Easement and the Landscape Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns. Grantee may not assign any of its rights, duties, or obligations set forth in this Easement without the prior written consent of Grantor. Additionally, without Grantor's prior written consent, Grantee's duties and obligations set forth under this Easement may not be assigned or transferred to any party separate and apart from its corresponding duties and obligations set forth under the Landscape Agreement. 12. All notices given or required under this Easement shall be given in writing and shall be given either by hand delivery or by depositing such notice in the United States first class mail, postage prepaid, by certified or registered mail, return receipt requested, addressed to the party to be notified at the following address, or such other address as any such party shall from time to time designate in writing: TO GRANTOR: TO GRANTEE: Diamond Shamrock Refining and Marketing Company One Valero Place San Antonio, TX 78249 Attn: Vice President - Pipeline Operations Southlake Venture East L.P. c/o Cooper & Stebbins, L.P. Attn: Frank Bliss 1256 Main Street, Suite 240 Southlake, Texas 76092 13. This is not a conveyance of the real estate included within the easement, nor of any interest in the oil, gas and other minerals in, on or under the real estate covered hereby, but is a grant solely of the Right-of- Way and easement as described above. 14. This Easement is to be construed in accordance with the laws of the State of Texas, without giving effect to the principles of conflict of laws. The obligations undertaken by Grantee hereunder shall be deemed covenants running with the land. 563877_3 Crossing Easement 5 .,,,,~_-.-.....--,__,_...._,_.._.'U"""',",_~"_'___'_" Effective this _ day of March, 2003. GRANTOR: DIAMOND SHAMROCK REFINING AND MARKETING COMPANY, a Delaware corporation By: R.L. Reese, Vice President GRANTEE: SOUTHLAKE VENTURE EAST L.P., a Texas limited partnership, By: Rialto Southlake East, L.P., a Texas limited partnership, its authorized general partner By: CS Southlake, L.L.C., a Texas limited liability company, its authorized general partner By: Brian R. Stebbins Authorized Managing Member 563877_3 Crossing Easement 6 The following party executes this Crossing Easement to evidence its consent to the terms hereof: THE SHAMROCK PIPE LINE CORPORA nON, a Delaware corporation By: R.L. Reese, Vice President STATE OF TEXAS COUNTY OF BEXAR ~ ~ This instrument was acknowledged before me on the _ day of March, 2003, by R.L. Reese, an officer of Diamond Shamrock Refining and Marketing Company, a Delaware corporation, on behalf of said corporation. Notary Public, State of Texas STATE OF TEXAS ~ ~ COUNTY OF T ARRANT ~ This instrument was acknowledged before me on the _ day of March, 2003, by Brian R. Stebbins, Authorized Managing Member of CS Southlake, L.L.C., a Texas limited liability company, Authorized General Partner of Rialto Southlake East, L.P., a Texas limited partnership, Authorized General Partner of Southlake Venture East L.P., a Texas limited partnership, on behalf of said entities. Notary Public, State of Texas 563877_3 Crossing Easement 7 STATE OF TEXAS s s s COUNTY OF BEXAR This instrument was acknowledged before me on the _ day of March, 2003, by R.L. Reese, an officer of The Shamrock Pipe Line Corporation, a Delaware corporation, on behalf of said corporation. Notary Public, State of Texas After Recordine, Return To: Diamond Shamrock Refining and Marketing Company P.O. Box 696000 San Antonio, Texas 78269-6000 Artn: Dennis Hickey, Pipelines and Terminals 563877_3 Crossing Easement 8 EXHIBIT "D" Additional Terms and Conditions 1. Under no circumstance shall Grantee or its employees, agents, contractors, or representatives dig any deeper than twelve inches (12") below the surface of the Grantor's Property without the prior written consent of both Grantor and The Shamrock Pipe Line Corporation in order to install, construct, modify, repair, replace, or remove any improvements constructed for the storm drainage channel. The drainage channel shall be constructed of concrete and shall not be encased. 2. For purposes of initial construction and subsequent routine repair and maintenance of its storm drainage improvements, Grantee, upon giving not less than forty-eight (48) hours prior notice to Grantor and The Shamrock Pipe Line Corporation, may use the Permanent Storm Drainage Channel Easement area to effect such construction or repair. 3. The storm drainage channel improvements shall be designed, constructed, and operated in accordance with Grantor's and Grantee's applicable safety regulations and policies, as well as all applicable safety rules and regulations published by the federal, state, or local regulatory agencies having jurisdiction. Grantor shall, within thirty (30) days of the execution of this Easement, provide copies of its applicable safety rules to Grantee. If no such government safety rules apply, then applicable industry standards and practices shall govern. Grantee shall obtain all necessary consents, licenses, and permits prior to commencing construction. 4. Grantor and the The Shamrock Pipe Line Corporation shall have the right to inspect, test, maintain, repair, replace, enlarge, alter the size of, encase, or environmentally remediate (collectively, the "Maintenance") any of its pipeline( s) or other improvements located in, on, or under Grantor's Property. Grantor and The Shamrock Pipe Line Corporation each separately reserves for itself, its successors and assigns, the right to use the Permanent Storm Drainage Channel Easement to cross or permit others to cross over and under Grantee's above-ground drainage channel so long as such use does not unreasonably interfere with the rights of Grantee hereunder or create a safety hazard. Additionally, the grant provided herein unto Grantee is subject to all prior easements, exceptions, reservations, encumbrances and/or rights of way, as well as the restrictions, limitations, and reserved rights whether of record or evidenced physically on Grantor's Property. 5. Regular inspections and maintenance of the area comprising this Permanent Storm Drainage Channel Easement shall be conducted by Grantee. All repairs including, but not limited to, sink holes, soil erosion, sloughing or impairment to natural drainage shall be completed by Grantee within a reasonable period of time, but in any event, within ten (10) days after receiving notice from Grantor to perform such maintenance unless a shorter period is mandated by applicable law, rule, regulation, or ordinance. Storm Drainage Channel Easement.doc 6. All notices given or required under this Permanent Storm Drainage Channel Easement shall be given in writing and shall be given either by hand delivery or by depositing such notice in the United States first class mail, postage prepaid, by certified or registered mail, return receipt requested, addressed to the party to be notified at the following address, or such other address as any such party shall from time to time designate in writing: TO GRANTOR: TO GRANTEE: City of Southlake 1400 Main Street, Suite 320 Southlake, Texas 76092 Attn: Director of Public Works Diamond Shamrock Refining and Marketing Company 6000 North Loop 1604 West San Antonio, TX 78249-1234 Attn: Vice President ~ Pipeline Operations TO SHAMROCK: The Shamrock Pipe Line Corporation 6000 North Loop 1604 West San Antonio, Texas 78249-1234 Attn: Vice President - Pipeline Operations 7. Grantee shall pay all taxes which may be levied or assessed on the installation, use and operation of the right-of-way or ownership of the improvements located thereon, and Grantee further agrees to promptly reimburse Grantor for the amount of any taxes which may be assessed against Grantor by reason of Grantee having installed the storm drainage channel and related appurtenances upon the real estate of Grantor covered by this Permanent Storm Drainage Channel Easement. 8. Prior to the start of any construction or repair work within the Permanent Storm Drainage Channel Easement, the following insurance coverage must be obtained naming Grantor, The Shamrock Pipe Line Corporation, and their respective subsidiaries, affiliates, successors, and assigns, including their officers, directors, and employees, as additional insureds on all policies required herein (except Worker's Compensation): (A) From the GRANTEE (i.e., the City of Southlake, a home rule municipal corporation of the County of Tarrant, State of Texas) directly (or to be placed by and for the benefit of the city): Long-term comprehensive general liability insurance coverage with a limit of $2,000,000 per occurrence, which will also include an endorsement for both "sudden and accidental loss" and "gradual pollution coverage." (B) From each contractor and subcontractor retained by GRANTEE to work on, over, under, or in close proximity (i.e., within 20 feet) of the area covered by the public easement, the following: Storm Drainage Channel Easement.doc At all times while performing under this Storm Drainage Channel Easement, each contractor (and any subcontractors) retained by or on behalf of the GRANTEE shall carry and maintain with insurers and on terms satisfactory to GRANTOR, The Shamrock Pipe Line Corporation, and their respective successors and assigns, the following insurance: (i) Worker's Compensation and Employers' Liability insurance covering all employees as required by state and federal laws, and Employers' Liability insurance with a limit of $1 00,000 per occurrence; (ii) Comprehensive General Liability insurance including Premises- Operations, Contractual Liability (for any contracts with Valero), Independent Contractor and Products-Completed Operation Liability, XCU coverage, with policy limits of not less than $500,000 per occurrence; (iii) Automobile Liability insurance covering all Contractor's owned, hired and non-owned vehicles for limits of $500,000, each accident - Single Limit B.I. and P.D. combined; and (iv) Excess Umbrella Liability insurance with a limit of $2,000,000 per occurrence covering excess Employers' Liability, Comprehensive General Liability and Automobile Liability. With respect to all of the insurance provided for in this paragraph, each affected contractor and subcontractor shall waive, or shall cause its insurer(s) to waive, any right of subrogation that such insurer(s) may have or may gain in connection with or related to work or service of such contractor and subcontractor done under or otherwise associated with this Storm Drainage Channel Easement. Each contractor and subcontractor shall also name GRANTOR, The Shamrock Pipe Line Corporation, and their respective subsidiaries, affiliates, successors, and assigns, including their officers, directors, and employees, as additional insureds on all policies required herein (except Worker's Compensation), and such policies shall provide the additional insureds with the same coverage as provided to the named insured under such policies. There shall be no gap in the dollar value of the additional insureds' coverage under the above policies from the policies' deductible amounts up to the $2,000,000 limit. GRANTEE is responsible for furnishing to GRANTOR, before performing any work hereunder, certificates of insurance (a) evidencing such insurance and such waiver, and (b) containing the unequivocal agreement on the part of the insurer to notify GRANTOR of the cancellation or any material change in said coverage at least 30 days before the effective date of such cancellation or change. GRANTOR reserves the right to review the types and amounts of coverage at least once every calendar year, and make any reasonable adjustments to such requirements as it determines are both necessary and consistent with GRANTOR's own then-current Storm Drainage Channel Easement.doc business practices and risk management policies. GRANTOR shall promptly provide GRANTEE with written notice of any such adjustments which, in turn, shall be responsible for imposing such insurance requirement, as modified, on each affected contractor and subcontractor. 9. This is not a conveyance of the real estate included within this instrument, nor of any interest in the oil, gas, and other minerals in, on, or under the real estate covered hereby, but is a grant solely of the right-of-way and easement as described above. Storm Drainage Channel Easement.doc D203110575 CITY OF SOUTHLAKE 1400 MAIN ST #270 SOUTHLAKE TX 76092 -W A R N I N G-THIS IS PART OF THE OFFICIAL RECORD--D 0 NOT 0 EST ROY I N 0 E XED -- TAR RAN T C 0 U N T Y T E X A S S U Z ANN E HEN 0 E R SON -- COUNTY CLERK OFF I C I A L R E C E I P T T 0: CITY OF SOUTHLAKE RECEIPT NO 203253855 REGISTER DR93 RECD-BY o W PRINTED DATE TIME 04/01/2003 09:20 1 INSTRUMENT FEECD 0203110575 WD INDEXED TIME RECVD 20030401 09:20 CG TOT A L DOCUMENTS: 01 FEE S: 53.00 B Y: I~ ANY PROVISION WHICH RESTRICTS THE SALE RENTAL OR USE OF THE DESCRIBED REAL PROPERTY BECAUSE OF COLOR OR RACE 15 INVALID AND UNENFORCEABLE UNDER FEDERAL LAW.