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Item 6B Memo and Supporting MaterialsM E M O R A N D U M March 27, 2023 To: Shana Yelverton, City Manager From: Alison Ortowski, Assistant City Manager Subject: Consider approval of an economic development agreement between the City of Southlake, the Southlake Parks Development Corporation and Carillon Crown, LLC. Action Requested: Consideration of agreement for the investment of public funds related to the commercial phase of the Carillon Parc development Background Information – Project Overview: On December 7, 2021, the Southlake City Council approved on 2nd Reading, Ordinance No. 480-564E (ZA20-0029), the Zoning Change and Development Plan for the Plaza District portion of the Carillon Development, an approximately 42-acre single-family residential and mixed use development located generally east of North White Chapel Boulevard, south of East Kirkwood Boulevard, west of Riviera Lane and North of East State Highway 114, also known as Carillon Parc. The development plan with some development highlights is shown in this graphic: ITEM 6B Item 6B: Carillon Parc Economic Development Agreement City Council Meeting Date: April 4, 2023 Page 2 of 11 Background Information – Public Investment Process: The City Council has established a policy for the consideration of public investment (attached) that identifies the public purpose, goals, and objectives that the City will consider when evaluating incentive requests. The policy also establishes review criteria across four categories (Fiscal Impact, Employment Impact, Community Impact and Project Eligibility), emphasizing a performance-based approach and return on investment analysis. Finally, the policy outlines the process for request review and consideration, and it is this process that has guided the evaluation and consideration of the incentives for Carillon Parc. On December 7, 2021, following the process established in the public investment policy and after months of negotiation and deliberation, the City Council directed City Manager Shana Yelverton to enter into a Memorandum of Understanding (MOU) with the development partnership for the Carillon Parc project in order to establish the mutually-agreed upon terms of a future incentive agreement. The MOU determined terms for public investment into public infrastructure and a public park as well as established the framework Item 6B: Carillon Parc Economic Development Agreement City Council Meeting Date: April 4, 2023 Page 3 of 11 ’ . The proposed agreement aligns fully with the terms of the MOU as described below. Agreement Overview – Public Infrastructure: The agreement includes the following provisions that establish cost sharing for new public infrastructure needed to support the development. 1. Parking Garage: The current Development Plan includes a multi- level parking garage that will provide parking for the commercial portion of the development. Under the terms of the proposed agreement, Carillon Crown, LLC is obligated to construct the garage with no less than 800 parking spaces, a portion of which must be reserved for free public parking. Per the agreement, a Parking Garage Easement is required to be executed at a future date to establish further details related to the public parking requirements. In consideration for the provision of public parking, the agreement proposes that City would reimburse the developer a portion of General Fund sales taxes generated by the development and abate a portion of future property taxes to fund up to 60% of the C ’ Garage or $7,730,000 whichever is the lesser (see Financial Considerations for more detail). It is important to note that this dollar amount was established based ’ total construction cost estimate ($12,883,333) at the time the MOU was executed in 2021. Today, the developer estimates that the total cost of the garage at approximately $20,000,000. However, C ’ -upon participation cost will remain in alignment with the terms established in the MOU and will not be adjusted for construction escalation since 2021. 2. White Chapel Boulevard: The developer will be widening North White Chapel Boulevard between SH 114 and East Kirkwood Boulevard in accordance with the ultimate buildout established in the C ’ Mobility Plan, including medians, sidewalks, and any required streetlights. The agreement proposes reimbursing the developer the lesser of 100% or $1,860,000 of the ’ actual construction costs for completion of this master planned roadway project. This project is included in the FY 2023 Capital Budget. Item 6B: Carillon Parc Economic Development Agreement City Council Meeting Date: April 4, 2023 Page 4 of 11 Agreement Overview – Public Park: The agreement also includes terms for investment into the development of a public park that will be located at the project . The proposed 8-to-9-acre park includes amenities such as a central fountain and bell tower, a secondary tower and a plaza area that anticipates preserving much of the existing tree canopy. Detailed park designs will be developed for Park Board review and future Site Plan consideration by the City Council. The agreement proposes utilizing Southlake Parks Development Corporation sales taxes generated by the development (see Financial Considerations for more detail) to reimburse the developer the lesser of 50% or $3,775,000 of the develo ’ construction costs for the park improvements, noting that upon the C ’ deed conveyance of the park, the park will C ’ . Section 5.7 of the agreement identifies m aintenance terms for the public park, noting that the City will be responsible for 100% of the maintenance and operation of the Park with the exception of all water features, kiosks, and towers located in the Park, which will be 100% the responsibility of the developer. However, recognizing that these amenity features are an integral element of operating a high-quality public park, this section of the agreement also stipulates that the developer will be required ensure that the water features meet minimum operational requirements. The developer must also engage a 3rd party contractor to regularly maintain and inspect the towers and fountain to ensure that they are operating safely and meet the minimum operating standards outlined in the agreement. Agreement Overview – Public Investment Summary: The agreement provides for investment into public infrastructure via the parking garage and White Chapel Boulevard and also into the public park as summarized in the table below – See Financial Considerations section of this memo for more detail. It is important to also note that Section 9 of the agreement establishes a maximum incentive amount of $13,365,000, noting that the developer is not entitled to any payments or abatements beyond this maximum incentive amount. Item 6B: Carillon Parc Economic Development Agreement City Council Meeting Date: April 4, 2023 Page 5 of 11 Agreement Overview – Performance Requirements: The Policy Statement for Public investment includes as a guiding principle that C ’ performance-based and considers a reasonable return on investment via direct financial return or other indirect benefits. The proposed agreement meets this performance-based principle and stipulates that in order to be eligible for reimbursements or abatement, the developer must be in full compliance with the terms and provisions of the agreement. Some of these terms include: • Commencement of Construction: The commercial portion of the development must begin construction no later than September 1, 2025. Failure to commence construction by this date could result in termination of the agreement. • Buildout Milestones: The agreement requires a 5-year buildout, established through phasing requirements as outlined in the next two bullet points. These requirements do not trigger automatic termination if not met, but failure to meet them would result in Agreement Element Cost Sharing Structure ublic nvestment ource G L 60% $7,730,000 G F x x W C B I L 100% $1,860,000 FY 2023 C B (8-9 ) L 50% $3,775,000 S DC x M x I A $13,365,000 S x V x FY 2023 C B Item 6B: Carillon Parc Economic Development Agreement City Council Meeting Date: April 4, 2023 Page 6 of 11 noncompliance that would prevent reimbursement or abatement until compliance is achieved. o Phase 1/1A Requirements: No later than March 31, 2027, Company must (i) achieve Phase 1/1A Substantial Completion; (ii) have constructed a minimum 144,900 square feet of commercial space within Phase 1 and Phase 1A (Identified as Buildings B, F and G on Exhibit C); and (iii) have made a Capital Investment in Phase 1 and 1A in amount no less than $40,320,000. o Phase 2 Requirements: No later than September 30, 2030, Company must (i) achieve Phase 2 Substantial Completion; (ii) have constructed a minimum 420,700 square feet of commercial space within Phase 2 (Identified as Buildings C, D, E, H, I, J and K on Exhibit C); and (iii) have made a total Capital Investment in the Project in amount no less than $335,200,000. • Park Dedication: The park must be fully constructed and conveyed, dedicated, or otherwise transferred to the City free of all encumbrances prior to any program payments or abatement. • Minimum Capital Investment: The developer must demonstrate that they have spent a minimum of $335,200,000 in actual costs related to the construction of the project. • Minimum Taxable Value: In order to qualify for the full 40% abatement, the property must maintain a minimum taxable v alue of $278,000,000. If the value falls below $168,000,000, the project is ineligible for abatement until values return above that amount. • Annual Minimum Sales Tax Generation: Commencing with the first calendar year following Phase 1/1A Substantial Completion, the Project must generate a minimum of $300,000 Total Sales Tax annually. Failure to generate this minimum revenue does not trigger automatic termination but would result in noncompliance that would prevent reimbursement or abatement until compliance is achieved. • 10-Year Term: The agreement will expire at the end of ten years following the year of first abatement, regardless of the dollar amounts that have been reimbursed or abated. • Developer Constructs at Sole Cost: The developer must construct the public infrastructure and park at their sole cost, up front. The City is not providing any payments to the developer prior to acceptance of the public infrastructure as stipulated in this agreement and further defined in future Developer Agreements. • Double Caps: Investment into the public parking garage, White Chapel Boulevard and the public park is limited by double caps, meaning that the city will either contribute toward a percentage of the total cost or a fixed dollar amount, whichever is the lesser. Item 6B: Carillon Parc Economic Development Agreement City Council Meeting Date: April 4, 2023 Page 7 of 11 • Maximum Incentive Amount: $13,365,000 is the maximum amount to be provided by the City for the public parking garage, White Chapel Boulevard, and the public park. This amount may be achieved through a combination of sales taxes generated by the project and through the value of property taxes abated. • Annual Employment: The agreement includes the following schedule for annual employment creation. Failure to meet employment generation by this schedule could result in termination of the agreement: No later than Number of Total FTEs o 6-30-2027 300 o 6-30-2028 400 o 6-30-2029 600 o 6-30-2030 900 o 6-30-2031 1200 • Park Maintenance & Operations: Section 5.7 notes that the developer will maintain and operate 100% of all water features, kiosks, and towers in the Park, meeting minimum operation requirements and engaging a 3rd party maintenance contractor. Failure to meet these requirements could result in termination of the agreement. Financial Considerations: The Policy Statement for Public Investment notes as a guiding C ’ is performance-based and considers a reasonable return on investment via direct financial return and other indirect benefits. A , C ’ C F Sharen Jackson reviews the financial elements of the project and conducts a return-on-investment calculation. This calculation considers the amount of public investment that has been requested and compares that with the anticipated amount of new revenue the project will generate (based on the developer’s assumptions as to timing and sales per square footage) through both direct and indirect means. For Carillon Parc, the estimated return on investment is $1.00:$1.36, meaning that for every dollar the City invests, it can anticipate receiving approximately $1.36 in return during the ten-year incentive period if the project builds out as planned on a five-year buildout schedule. In addition, the following table shows an illustration of what that fiscal impact could look like during the term of the agreement and following the agreement expiration. (NOTE: The timeframe is Item 6B: Carillon Parc Economic Development Agreement City Council Meeting Date: April 4, 2023 Page 8 of 11 illustrative and may be dependent on other factors related to project timing). The return-on-investment model considered the following structure for providing for public investment into the Carillon Parc project. • General Fund Sales Tax: The developer will be eligible to receive 80% of general fund sales taxes generated from commercial construction activities on the site for 5 years and from on-site sales for 10 years. • SPDC Sales Tax: The developer will be eligible to receive 80% of SPDC sales taxes generated from commercial construction activities on the site for 5 years and 90% of SPDC sales taxes generated from on-site sales for 10 years. Payments made from SPDC sales taxes will only C ’ development of the public park. • Tax Abatement: The agreement includes provisions to provide an abatement of real and business personal property taxes for a term of 10 years. The agreement stipulates the amount to be abated based on the taxable value as follows: Taxable Value Abatement Amount $278,000,000 and up 40% $277,999,999 - $255,000,000 35% Item 6B: Carillon Parc Economic Development Agreement City Council Meeting Date: April 4, 2023 Page 9 of 11 $254,999,999 - $230,000,000 30% $229,999,999 - $205,000,000 25% $204,999,999 - $168,000,000 20% The agreement states that if values fall below $168,000,000, the developer will forfeit the tax abatement for that corresponding tax year. It is important to note that revenue generated beyond the 40% C ’ G F as will any additional City portion that is established in the abatement schedule. Also, x C ’ sales taxing entities (Crime Control and Prevention District and Community Enhancement and Development Corporation) will be 100% realized by those entities as there are no provisions in the agreement that would entitle the developer to any portion of those sales tax revenues. Given the requirement for up-front investment by the developer and the numerous performance requirements that the developer must meet to be eligible for payments and abatement, the proposed agreement represents a positive financial return for the City of Southlake and poses minimal financial risk for the City. Comprehensive Plan Impact: The proposed development aligns with several elements of the C ’ comprehensive plan, including: (a) Vision, Goals, and Objectives; (b) the Consolidated Future Land Use Plan; (c) the State Highway 114 Corridor Plan; (d) the Economic Development Master Plan; (e) the Tourism Plan; (f) the Parks, Recreation, and Open Space Master Plan; and (g) the Mobility Plan. Strategic Link: F1 Safeguarding the public trust through a commitment to thoughtful planning and responsible, conservative financial management F2 Investing to provide & maintain high quality public assets B2 Collaborating with select partners to implement service solutions Citizen Input/ Board Review: The Community Enhancement and Development Corporation reviewed the request for public investment and provided evaluation and feedback to the City Council per the provisions of the Policy Statement for Public Investment. Item 6B: Carillon Parc Economic Development Agreement City Council Meeting Date: April 4, 2023 Page 10 of 11 The Southlake Parks Development Corporation Board of Directors will consider the agreement at their April 4, 2023, meeting. Legal Review: T C A ’ prepared and reviewed the agreement for C C ’ consideration. Alternatives: 1. Approve the agreement as submitted 2. Approve the agreement with amendments 3. Deny the public investment request 4. Take no action, tabling consideration and public hearing to future date Supporting Documents: Policy Statement for Public Investment Economic Development Agreement with Carillon Crown, LLC Public InvestmentPerfect is closer than you think. SelectSouthlake.com Public Investment Perfect is closer than you think. SelectSouthlake.com 1400 Main Street Suite 460 Southlake, Texas 76092 817-748-8039 www.SelectSouthlake.com 1400 Main Street Suite 460 Southlake, Texas 76092 817-748-8039 www.SelectSouthlake.com City of Southlake Policy Statement for Public Investment related to Economic Development General Purpose and Objectives of Incentives The City of Southlake is committed to an ongoing improvement in the quality of life for its citizens through the attraction and retention of high quality development that drives a dynamic and sustainable economic environment. Southlake will, on a case-by-case basis, consider providing inducement packages as a stimulus for economic development activity including business attraction, relocation and retention. • Project supports comprehensive plan implementation • Project will retain, expand, or attract targeted industries • Project will contribute to a top-tier workforce by retaining or expanding daytime population and preferred job types • Project includes preferred quality of life benefits such as open space preservation and project enhancements • Public investment is performance-based and considers reasonable return on investment via direct financial return and other indirect benefits • Investments will be made into projects sponsored by a financially-viable company in good legal standing with the City and State • Project will make a unique or unequaled contribution to development or redevelopment efforts in the City of Southlake, due to its magnitude, significance to the community or aesthetic quality Public Funds Investment Guiding Principles In carrying out its economic development objectives, the City of Southlake will adhere to the following guiding investment principles to best determine the strategic investment of its resources in eligible projects: Criteria Recommendations for investment will be based on evaluation of criteria including the following: Fiscal Impact • What is the estimated total value of capital investment for buildings, other real property improvements and furniture, fixtures and equipment? • What is the value of the Real and Business Personal Property that will be added to the tax rolls? • How much direct sales tax will be generated? • Will infrastructure construction be required? • Will the project generate overnight stays in the community? If so, how many annually? • What is the estimated return on public investment? Employment Impact • How many jobs will be brought to Southlake? • How many jobs will be retained? • What types of jobs will be created? • What will the total annual payroll be? • What is the average annual salary of jobs created and/or retained? Community Impact • How compatible is the project with the City’s comprehensive plan goals? • How does the project support goals related to preferred quality of life benefits such as preservation of open space and project enhancements? Project Eligibility • Does the project meet the following minimum preferred thresholds? • Capital investment: $5,000,000 • Jobs created or retained: 100 • Average annual total compensation of jobs created or retained: $50,000 • Average education level: 4-year degree • Target industry alignment If the project does not meet the preferred thresholds, will it make a unique or unequaled contribution to the development or redevelopment efforts in the City? How? Public Investment Perfect is closer than you think. SelectSouthlake.com Public Investment Perfect is closer than you think. SelectSouthlake.com 1400 Main Street Suite 460 Southlake, Texas 76092 817-748-8039 www.SelectSouthlake.com 1400 Main Street Suite 460 Southlake, Texas 76092 817-748-8039 www.SelectSouthlake.com Target Industries The Southlake 2035 Economic Development Master Plan specifies these target industries: Niche Retail • Full-service and limited-service restaurants (unique, independent restaurants, farm-to-table, chef-driven, etc.) • Specialty grocery (organic/local, specialty foods, dine-in or take-away house made prepared foods, artisanal cafe, wine and cheese from around the globe) • House & home retail (furnishings and appliances, home design showrooms, smart home technology) • Health, beauty and wellness (salons, spas, fitness training/gyms, yoga studios) • Culinary Hub (farm-to-table, farmers market, specialty food retailers, commercial grade kitchens, culinary business incubator) Office • Corporate headquarters and regional offices (large scale, build-to-suit campus office) • Multi-tenant garden-style (professional services: accountants, engineers/planners/architects, information technology, lawyers, advertising and media, management consulting, actuary) Medical and Healthcare • 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 & Development Center Finance, Insurance and Wealth Management • Corporate headquarters and regional offices • Professional services Information Technology and Media • Corporate headquarters and regional offices • Professional services • Telecommunications Biotechnology and Pharmaceuticals • Corporate headquarters and regional offices • Research and development Applicants are encouraged to visit www.Southlake2035.com to review the master plan for industry specifics and further detail. Public InvestmentPerfect is closer than you think. SelectSouthlake.com Public Investment Perfect is closer than you think. SelectSouthlake.com 1400 Main Street Suite 460 Southlake, Texas 76092 817-748-8039 www.SelectSouthlake.com 1400 Main Street Suite 460 Southlake, Texas 76092 817-748-8039 www.SelectSouthlake.com The following economic development investment tools are available for use by the City of Southlake for those economic development projects that meet the eligibility criteria. Not all tools are available for each project and projects may be offered more than one tool. The type and number of investment tools to be used is the sole discretion of the Southlake City Council. Investment from the City of Southlake does not preclude other state and county incentives. Exclusionary Factors Even though a project might meet all of the minimum project qualifications, it will not be considered for public investment if any of the following factors apply: • If the project would, for any reason, result in a net reduction of the ad valorem tax valuation of all facilities in the City owned by the company, or its parent, subsidiary or affiliated companies, assistance will not be provided. • Investment will not be provided to companies not in good legal standing with the state or that have not met their obligations as businesses in the City of Southlake. • No prior commitment to investment shall be binding if the company originally receiving the assistance assigns it to another company, unless the City has consented to such assignment in writing, as specified in an approved investment agreement. • The financial condition of the company receiving the assistance must not be such that the ability of the company to meet its obligations is uncertain. Available Investment Tools Eligible Activities Investment funds may be used for one or more of the following eligible activities to assist a targeted industry in locating in the City or to facilitate a redevelopment project: • Capital investments related to real property construction and acquisition • Improvements to an existing building • On-site and/or off-site infrastructure • Site enhancements that the City may choose to support in order to encourage upgraded aesthetics or amenities. Examples include parks and open space, public art, decorative fountains, underground utilities and enhanced landscaping • Other purposes which bring value to the community as determined by the Southlake City Council Tax abatement This is a tool whereby all or a portion of the increase in the value of real and/or business personal property can be exempted from taxation. Legal authority for tax abatements comes from Chapter 312 of the Texas Property Tax Code; therefore, cities must meet the provisions of the Code when using abatements. Chapter 380 economic development grants This incentive option is authorized under Chapter 380 of the Texas Local Government Code. It is an agreement between the taxpayer and taxing entity to offer a variety of fee-based or tax-based incentives, grants (which may or may not be repaid), or rebates. This is a flexible option, but there are certain state law requirements that must be met in all cases. Infrastructure participation The City of Southlake has a track record of facilitating development through enhancement of water, sewer and roadway infrastructure relevant to sites selected for significant projects as needed. Tax Increment Reinvestment Zone Tax Increment Financing is a tool to finance public improvements within a defined area. The improvements should enhance the environment and attract new investment. The statutes governing tax increment financing are in Chapter 311 of the Texas Tax Code. Public Improvement Districts (PID) A PID is a defined geographical area established to provide specific types of improvements or maintenance within the area which are financed by assessments against the property owners within the area. Chapter 372 of the Texas Local Government Code authorizes the creation of PIDs by cities. Fee waivers or reimbursement The City of Southlake will consider a waiver or reimbursement of development fees on eligible projects. Public Investment Perfect is closer than you think. SelectSouthlake.com Public Investment Perfect is closer than you think. SelectSouthlake.com 1400 Main Street Suite 460 Southlake, Texas 76092 817-748-8039 www.SelectSouthlake.com 1400 Main Street Suite 460 Southlake, Texas 76092 817-748-8039 www.SelectSouthlake.com Process Other Southlake Financial Policies Governing Public Funds Investment Considerations How to Apply Fill out and submit a Request for Investment Application. Application forms, deadlines and meeting information can be obtained by contacting the economic development office at 817-748-8039 or by email at econdev@ci.southlake.tx.us. A full review of the application with the economic development staff is recommended prior to submission. Southlake has the following additional policies and guidelines that further define specific types of public investment. • Tax Abatement Policy • Economic Development Investment Fund Expenditure Guidelines • Southlake TIRZ #1 Expenditure Guidelines • Hotel Occupancy Tax Fund Expenditure Guidelines Economic development office staff can provide copies of these documents and review applicability prior to submission of a request. Requests for public investment are facilitated by the economic development and finance staff through a process described in the “Procedure for Investment Consideration” which is provided as an attachment to the Request for Investment Application document. All proposed incentives are subject to review and comment by the Community Enhancement and Development Corporation Board and final City Council approval. Return on Investment Considerations Each eligible project must provide a return on investment (ROI) for the public funds investment provided. The City of Southlake calculates ROI for both direct and indirect benefits. The specific ROI will be determined through analysis of: • The project’s total capital investment and resulting taxable value generating an annual increase of property tax revenue • The number and types of jobs to be created or retained • The project’s estimated ability to generate direct sales tax revenue as well as indirect sales tax revenue • The project’s estimated ability to generate overnight stays that result in direct hotel occupancy fund revenue as well as indirect revenue associated with visitors contributing to the Southlake economy All public investment will be considered on a project-by-project basis by applying the guidelines in this policy statement. The City is not obligated to make any investments. In considering whether or not to provide investment in a project and if so how much, the City will take into account assistance made by private sources to support the project locating in the City. The guidelines in this policy statement are only applicable to projects for which a completed Request for Investment Application has been submitted to the City’s Economic Development Department. These guidelines are subject to change, and any changes will be applied to all projects for which a final Economic Development Investment Agreement has not yet been approved by the City Council. 1 City of Southlake / SPDC / Carillon Crown, LLC Economic Development Agreement – Carillon Parc ECONOMIC DEVELOPMENT AGREEMENT BY AND BETWEEN CITY OF SOUTHLAKE, TEXAS, SOUTHLAKE PARKS DEVELOPMENT CORPORATION, AND CARILLON CROWN, LLC This Economic Development Agreement (“Agreement”) is entered into by and between the City of Southlake, Texas, a Texas home rule municipality (“City”), the Southlake Parks Development Corporation (“SPDC”), a nonprofit corporation organized under Title 12, Subtitle C1, of the Texas Local Government Code (“Act”), and Carillon Crown, LLC (“Company”). City, SPDC, and Company are sometimes hereafter referred to individually as a “party” and collectively as the “parties.” W I T N E S S E T H: WHEREAS, Section 312.002(a) of the Texas Tax Code requires the City to pass a resolution indicating the City’s desire to become eligible to participate in tax abatement agreements; and WHEREAS, on or about May 3, 2016, the City adopted Resolution No. 16-019 electing to become eligible to participate in tax abatement agreements, in accordance with Section 312.002(a) of the Texas Tax Code, and subsequently has timely reaffirmed its tax abatement agreement policies; and WHEREAS, at such times the City also adopted and/or reaffirmed tax abatement guidelines and criteria, in accordance with Section 312.002 of the Texas Tax Code (hereinafter referred to as the “Tax Abatement Guidelines and Criteria”); and WHEREAS, the City’s Tax Abatement Guidelines and Criteria constitute appropriate guidelines and criteria governing tax abatement agreements to be entered into by the City, as contemplated by Chapter 312 of the Texas Tax Code, as amended; and WHEREAS, on or about September 6, 2022, the City Council of the City adopted Ordinance No. 1262 establishing a Tax Abatement Reinvestment Zone in the City of Southlake, Texas (“Zone”), as authorized by the Property Redevelopment and Tax Abatement Act, Chapter 312 of the Texas Tax Code; and WHEREAS, Company owns or is under contract to purchase approximately 26 acres of land within the City, being more particularly described in the attached Exhibit “A” (“Real Property”), and intends to construct a mixed-use development on the Real Property; and WHEREAS, the City Council finds that the contemplated use of the Real Property, the contemplated improvements, and the other terms hereof are consistent with encouraging development of the Zone in accordance with the purposes for its creation and/or in compliance with the Tax Abatement Guidelines and Criteria, the Ordinance adopted by the City, the Tax Code and all other applicable laws; and WHEREAS, the City Council finds that the improvements sought are feasible and practicable 2 City of Southlake / SPDC / Carillon Crown, LLC Economic Development Agreement – Carillon Parc and would be of benefit to the Real Property to be included in the Zone and to the City after expiration of this Agreement; and WHEREAS, a copy of this Agreement has been furnished, in the manner prescribed by the Tax Code, to the presiding officers of the governing bodies of each of the taxing units in which the Land is located; and WHEREAS, the City also desires to provide incentives to the Company pursuant to Chapter 380 of the Texas Local Government Code (“Chapter 380”) in order to bring the Development to City; and WHEREAS, the City has the authority under Chapter 380 to make grants of public funds for the purpose of promoting local economic development and stimulating business and commercial activity in the City; and WHEREAS, the City has determined that a grant of funds to the Company will serve the purpose of promoting local economic development and enhancing business and commercial activity in the City; and WHEREAS, the City finds that a grant of funds would satisfy a fundamental objective of the City’s strategy, which is to attract and keep top businesses to drive a dynamic and sustainable economic environment; and WHEREAS, the City finds that a grant of funds will further City identified goals, including: (a) supporting comprehensive plan implementation; (b) adding to the identified target industry inventory; (c) supporting identified workforce goals related to daytime population; (d) incorporating preferred quality of life benefits such as parks and open space preservation and project enhancements; and (e) constructing infrastructure improvements in alignment with strategic objectives, city goals, and comprehensive plan recommendations; and WHEREAS, the City further finds that that were it to provide the incentives, doing so will be in alignment with the City’s comprehensive plan, including: (a) Vision, Goals, and Objectives; (b) the Consolidated Future Land Use Plan; (c) the State Highway 114 Corridor Plan; (d) the Economic Development Master Plan; (e) the Tourism Plan; (f) the Parks, Recreation, and Open Space Master Plan; (g) the Mobility Plan; and (h) the Public Art Master Plan; and WHEREAS, as a component of the Project, Company intends on constructing public park facilities and related amenities, and WHEREAS, the Board of Directors of the SPDC is willing to provide economic development funding towards the costs associated with the construction of the public park facilities, and further finds and determines that such an expenditure constitutes a “project”, as that term is defined in Section 505.152 of the Act. NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 3 City of Southlake / SPDC / Carillon Crown, LLC Economic Development Agreement – Carillon Parc SECTION 1. FINDINGS INCORPORATED All the above recitals are hereby found to be true and correct and are hereby approved and incorporated into the body of this Agreement as if copied in their entirety. SECTION 2. PROGRAM APPROVED The City Council hereby establishes a Chapter 380 economic development program to bring the Project to the City and finds and determines that this Agreement will effectuate the purpose of the program. SECTION 3. TERM This Agreement shall be effective as of the Effective Date and end on the Expiration Date, unless terminated earlier as provided below. SECTION 4. DEFINITIONS The following words shall have the following meanings when used in this Agreement: “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 Company’s sales and purchases of Taxable Items (as this term is defined in the Texas Tax Code) at the Project. “Base Year Value” means the value of the Real Property as appraised by the Tarrant Appraisal District for the 2023 tax year, which began on January 1st, 2023 and which the parties agree will be established in the 2023 certified tax roll received by the City no later than July 25, 2023. “Capital Investment” means the actual cost incurred related to the construction of the Project, including the Construction Costs, costs of labor and materials, engineering costs, surveying costs, fees of consultants, permit and inspection fees, and Tangible Personal Property located on the Real Property after the date of this Agreement that are subject to ad valorem taxes. “Certificate of Occupancy” means a certificate issued by the City’s Chief Building Official reflecting that construction of a structure has been completed in conformance with appropriate City codes and all Zoning Ordinance Requirements such that the Company is authorized to secure full utility service and is permitted to occupy the structure for occupancy. “Commencement of Construction” means that: (i) the construction plans for Phase 1A of the Project (Exhibit C) have been prepared and all approvals thereof required by City and other applicable governmental authorities have been obtained; (ii) all necessary permits permitting construction for Phase 1A of the Project have been issued by City and all applicable governmental authorities; and (iii) mobilization and grading or excavation of the Real Property has begun. 4 City of Southlake / SPDC / Carillon Crown, LLC Economic Development Agreement – Carillon Parc “Comptroller” means the Comptroller of Public Accounts for the State of Texas, or such other agency responsible for collecting sales and use taxes within the State of Texas and remitting them to the City. “Construction Costs” means the cost of design, construction document preparation, bidding, permits, fees, surveying, and construction of the Infrastructure Improvements and Park. Construction Costs do not include the cost of land, interest on construction financing, marketing costs, or cost related to future entitlements such as site plan or platting approvals. “Developer Agreement” means the developer agreement(s) to be executed by Company relating to the construction of the public infrastructure in form and substance to be mutually agreed upon by Company and the City. “Development” means the Project and the Single-Family Project consisting of approximately 79 residential lots, as shown on the attached Exhibit C. “Effective Date” means the date of the later to execute this Agreement by and between the City and Company. “Expiration Date” means the earlier of: (i) 10 years after the First Year of Abatement; or (ii) the date on which Company receives the Maximum Incentive Amount. “First Year of Abatement” means January 1 of the calendar year immediately following the date the first Certificate of Occupancy is issued for a commercial structure within the Project. “FTE” means any employee working at the Project on a thirty (30) hour or more per week schedule, or a combination of two (2) or more employees on part time schedules that equal forty (40) hours. For the avoidance of doubt, “FTE” includes all contract labor. “Infrastructure Improvements” means the Parking Garage and White Chapel Improvements. “Inspection and Acceptance” means the process by which the City reviews the completed construction of the White Chapel Boulevard Improvements and the Park respectively to determine the validity and quality of the work performed meets all City engineering standards, to be subsequently owned, operated and maintained by the City, and acknowledged by the City through an issuance of a final acceptance letter to Company stating the White Chapel Boulevard Improvements and the Park, as applicable, have been completed according to City standards. “Inspection of the Parking Garage” means the process by which the City reviews the completed construction of the Parking Garage to determine the validity and quality of the work performed meets all City engineering standards and acknowledged by the City prior to conveyance of the Parking Garage Easement to the City. “Maximum Incentive Amount” means $13,365,000 and is the maximum amount to be provided by City to reimburse Company for a portion of Construction Costs attributable to the construction of the White Chapel Improvements, the Parking Garage, and the Park, subject to the terms of this Agreement. “Park” means an 8-to-9-acre public park and amenities to be located in the area generally depicted on 5 City of Southlake / SPDC / Carillon Crown, LLC Economic Development Agreement – Carillon Parc the attached Exhibit B and to be constructed in accordance with the Developer Agreement and this Agreement. “Parking Garage” means a multilevel parking garage addition with no less than 800 parking spaces, a portion of which must be reserved for free public parking in accordance with the Parking Garage Easement, and to be built in accordance with the Developer Agreement and this Agreement. “Payment Request” means a written request from Company to City, on a form acceptable to the City, for any payment under this Agreement, which request shall be accompanied by the annual certification, as applicable, and by other evidence reasonably satisfactory to City to establish that Company is in compliance with this Agreement. “Person” means an individual or a corporation, partnership, trust, estate, unincorporated organization, association, or other legal entity. “Phase 1” means Phase 1 of the Development as generally depicted on the attached Exhibit C. “Phase 1A” means phase 1A of the Development as generally depicted on the attached Exhibit C. “Phase 2” means Phase 2 of the Development as generally depicted on the attached Exhibit C. “Phase 1/1A Substantial Completion” means (i) Company has fully constructed all of the commercial structures and infrastructure identified within Phase 1 and Phase 1A and (ii) Company has received Certificates of Occupancy for all commercial structures within Phase 1A, but not including any residential lofts within Phase 1A; and (iii) the Park has been fully constructed and conveyed, dedicated and accepted, or otherwise transferred in a manner acceptable to the City and free of all encumbrances. “Phase 2 Substantial Completion” means Company has fully constructed and received Certificates of Occupancy for all commercial structures within Phase 2 and all associated public infrastructure has been constructed, inspected and accepted by the City. “Program Grant Payments” have the meaning set forth in Section 6 of this Agreement. “Project” means a mixed-use development located on the Real Property, consisting of residential, retail, restaurant, and office buildings and structures, park and amenities as identified and depicted on Exhibit C, and approved by the City Council on December 7, 2021, by Zoning Change and Development Plan ZA20-0029 (Ord. No. 480-564e). The Project does not include the Single Family Project. “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 6 City of Southlake / SPDC / Carillon Crown, LLC Economic Development Agreement – Carillon Parc development tax collected now or in the future. “Single Family Project” means the portion of the Development consisting solely of single-family residential homes as shown on the attached Exhibit C. “SPDC Tax” means the ½ of one percent sales and use tax imposed pursuant to the Act, for the benefit of the SPDC; provided, however, should the electors of the City reallocate the SPDC Tax or should the Texas Legislature amend the applicable tax code provision to increase or decrease the amount of allowed SPDC Tax, then in the event of a decrease, SPDC Tax shall mean the actual amount of sales and use tax received by SPDC, and in the event of an increase, the SPDC Tax shall mean ½ of one percent. “SPDC Tax” specifically excludes sales taxes collected for the Crime Control and Prevention District, the Community Enhancement and Development Corporation, any other economic development tax collected now or in the future, or the Sales and Use Tax. “Tangible Personal Property” shall have the same meaning assigned by Texas Tax Code, Section 1.04, and shall mean Tangible Personal Property owned by Company or assigns and added to the Real Property after the Effective Date of this Agreement. Tangible Personal Property does not include inventory, supplies, freeport goods or goods in transit. “Tax Abatement Period” means the period, in years, during which the Real Property and Tangible Personal Property added to the Real Property are entitled to tax abatement pursuant to this Agreement. The Tax Abatement Period shall commence on January 1 of the year following the issuance of the first Certificate of Occupancy for a commercial structure within the Project and said period shall expire on the last day of the tenth (10th) calendar year thereafter. “Taxable Value” means the appraised value as certified by the Tarrant Appraisal Dis trict to be effective as of January 1 of a given year. “Tax Year” means the term in Section 1.04 of the Texas Tax Code (i.e., the calendar year). “Term” means the term of this Agreement as specified in Section 3 of this Agreement. “Total Sales Tax” means a sales tax or a use tax imposed by City under Sections 321.101(a) and (b) and received by the City. “White Chapel Boulevard Improvements” means the widening of and associated work to White Chapel Boulevard, as shown on the attached Exhibit D, and as described further in the Developer Agreement. SECTION 5. DEVELOPMENT 5.1 Commencement of Construction. Company must achieve Commencement of Construction of the Project no later than September 1, 2025. 5.2 Substantial Completion. (a) No later than March 31, 2027, Company must (i) achieve Phase 1/1A Substantial 7 City of Southlake / SPDC / Carillon Crown, LLC Economic Development Agreement – Carillon Parc Completion; (ii) have constructed a minimum 144,900 square feet of commercial space within Phase 1 and Phase 1A (Identified as Buildings B, F and G on Exhibit C); and (iii) have made a Capital Investment in Phase 1 and 1A in amount no less than $40,320,000, and within 60 days thereafter must provide sufficient evidence from third-party tax documents or other non-confidential documents that provide sufficient detail for review and final determination by the City’s Chief Financial Officer to the City for the Capital Investment in a manner reasonably acceptable to the City. (b) No later than September 30, 2030, Company must (i) achieve Phase 2 Substantial Completion; (ii) have constructed a minimum 420,700 square feet of commercial space within Phase 2 (Identified as Buildings C, D, E, H, I, J and K on Exhibit C); and (iii) have made a total Capital Investment in the Project in amount no less than $335,200,000, and within 60 days thereafter must provide sufficient evidence from third-party tax documents or other non-confidential documents that provide sufficient detail for review and final determination by the City’s Chief Financial Officer to the City for the Capital Investment in a manner reasonably acceptable to the City. 5.3 Taxable Value. Company agrees that beginning on the commencement of the Tax Abatement Period and continuing thereafter throughout the Term, the total Taxable Value of the Tangible Personal Property and Real Property (as improved by the Project, but excluding the Base Year Value) will be at least $278,000,000. 5.4 Minimum Total Sales Tax. Commencing with the first calendar year following Phase 1/1A Substantial Completion, the Project must generate a minimum of $300,000 Total Sales Tax annually. 5.5 FTEs. (a) Required FTEs. Company agrees to create a minimum number of FTE’s according to the below schedule. In addition, Company agrees to create at least 1200 FTEs by June 30, 2031 and retain said level of FTE’s from and after such date until the Expiration Date. No later than Number of Total FTEs 6-30-2027 300 6-30-2028 400 6-30-2029 600 6-30-2030 900 6-30-2031 1200 (b) 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 5.5(a) are necessary in achieving such goals. Company will annually certify on January 1 of each year (by providing exact total FTE numbers) and with each Payment Request that any applicable FTE levels have been met. Company will meet its obligations in Section 5.5(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 or are insufficient as of the time of 8 City of Southlake / SPDC / Carillon Crown, LLC Economic Development Agreement – Carillon Parc a Payment Request, the next payment due to Company from City will be offset and reduced in an amount equal to $500 for each FTE not created or maintained in accordance with Section 5.5. (c) Any fraudulent or material misrepresentation of certified FTE numbers submitted to the City, or discovered upon audit or investigation by the State Comptroller, shall be an event of default subject to termination and repayment pursuant to Section 12 of this Agreement. 5.6 Infrastructure Improvements and Park. (a) At its sole cost, Company must construct the Infrastructure Improvements and Park on the Real Property in compliance with this Agreement, the Developer Agreement and any City-approved plans, zoning requirement specifications and permits. (b) Company shall cause all necessary permits and approvals required by the City and any applicable governmental authorities to be issued for the construction of the Infrastructure Improvements and Park. Company shall be responsible for the design, inspection and supervision of the construction of the Infrastructure Improvements and Park. (c) Prior to the commencement of construction of the Infrastructure Improvements and Park, Company shall submit plans and specifications for the Infrastructure Improvements and Park, for acceptance by the City, which acceptance shall follow regular City processes for acceptance of such plans and specifications, including the execution of the Developer Agreement. The Park must be developed in a manner consistent with Architectural Vision outlined in the Carillon Zoning Booklet. A City Council approved site plan for the Park following a recommendation by the Park Board and Planning and Zoning Commission is required. Construction of the Park must be consistent with the approved site plan. (d) Company shall comply with all local, state, and federal laws and regulations regarding the design and construction of the Infrastructure Improvements and Park. (e) Construction of the Infrastructure Improvements and Park shall be subject to periodic inspections by the City to confirm compliance with the City-accepted plans and specifications. Company shall be responsible for completing and/or correcting any work not constructed in accordance with the City-accepted plans and specifications. The City will be afforded reasonable time to consider requests for material changes during the construction stage. (f) Company shall dedicate or convey the White Chapel Boulevard Improvements and the Park to the City as required by the City’s subdivision regulations, Code of Ordinances, the Developer Agreement, and this Agreement. At the time of such dedications or conveyances, Company shall deliver to the City: (i) unconditional releases and lien waivers from the contractors, subcontractors and suppliers of materials who have provided labor and materials for the White Chapel Boulevard Improvements and the Park showing that they have been paid for such labor and 9 City of Southlake / SPDC / Carillon Crown, LLC Economic Development Agreement – Carillon Parc materials; and (ii) an assignment of all warranties and payment and performance bonds applicable to the White Chapel Boulevard Improvements and the Park. 5.7 Park Maintenance and Operation. (a) Once the Park has been completed, inspected, and accepted by City, City will be responsible for 100% of the maintenance and operation of the Park with the exception of all water features, kiosks, and towers located in the Park. For the avoidance of confusion, the Chapel referenced on Exhibit C is not included within the Park. Company must maintain and operate 100% of all water features, kiosks and towers in the Park. (b) Upon City Inspection and Acceptance of the Park, and throughout the Term of this Agreement, all water features in the Park (collectively the “Fountain”) shall be operational. For purposes of this section, “operational” means the Fountain is: (a) maintained in a status safe for public use, adequate to eliminate stagnation and/or proliferation of nuisance bugs or animals; (b) fully functional as designed, with water continuously circulating but not overflowing; (c) in full compliance with all City ordinances and any regulations; and (d) free of all material defects. Commencing on the first day of the month following City’s Inspection and Acceptance of the Park, the Fountain shall be operational at least ninety-five percent (95%) of the time during business hours during each six-month period thereafter. For purposes of this paragraph, “Business hours” means 10:00 AM – 10:00 PM. If the City determines that the Fountain is not operational (as defined above), the City shall provide written notice to the Company. Within fifteen (15) business days after receipt of any such notice from the City, the Company shall provide a response to the City regarding the status of the Fountain. If necessary, Company will enter into a contract for necessary fountain repairs and provide the City’s Director of Community Services with a written notice of the timeframe required to make the repair. The repair shall be completed within such timeframe as outlined in the contract or any amendments. For purposes of this paragraph, a “business day” is any day Monday through Friday that is not a City-recognized holiday. If repairs are not made in a timely manner, the City has the right, but not the obligation, to make those repairs and invoice company for cost of repairs which shall be paid within 30 days of receipt of invoice. (c) Upon City’s Inspection and Acceptance of the Park including the completion of the Fountain and the towers, Company agrees to hire a third-party contractor to regularly maintain and inspect the towers and Fountain to ensure that the towers and Fountain comply with the terms of this Agreement. The third-party contractor must (a) be experienced in inspection and maintenance of towers and outdoor water features similar to the Fountain; (b) inspect the towers and Fountain on a quarterly basis; and (c) remain in full compliance with any and all applicable City ordinances and State regulations. All quarterly inspections shall be summarized in a written report, which must be submitted to the Director of Community Services within seven days of the date of inspection. (d) Upon the City’s acceptance and deed conveyance of the Park, the Park will become a part of the City’s park system, and Company agrees to use the Park in a manner consistent with all applicable City policies, and the City will endeavor to program and operate the Park in a manner beneficial to both parties, and the City may enter into a separate agreement with the Company to address the operation of Kiosks at the Park for public 10 City of Southlake / SPDC / Carillon Crown, LLC Economic Development Agreement – Carillon Parc purposes related to this Agreement. The Company will only be able to install kiosks in the Park (per requirements of the Carillon Zoning Booklet) only after dedication and acceptance of the Park by the City. (e) Subject to the notice provisions set forth herein, the Company’s failure to maintain and operate the Fountain and perform its payment obligations in accordance with this section is a material default of this Agreement. 5.8 Parking Garage Easement. Within thirty (30) days of Inspection of the Parking Garage after Phase 1/1A Substantial Completion, Company shall convey a public access and parking easement in a form similar to the parking easement agreement attached hereto as Exhibit E (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, the terms and conditions of which are subject to final mutual agreement by the Parties. 5.9 Reporting of Taxes. Company 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, the SPDC Tax, and Total Sales Tax collected or paid as a result of the operation of the Project (“Sales Tax Reports”). Company may redact the Sales Tax Reports to remove information not relevant to the determination of the Program Grant Payment or other payments under this Agreement. Company will provide any release or releases to the City necessary to allow the State of Texas to provide Area Reports. Company will provide to the City copies of any final Comptroller audit adjustments or amended returns that affect the Sales and Use Tax and SPDC Tax received or the Program Grant Payments. Company must provide other documentation in a form reasonably acceptable to City that establishes and proves amounts of Sales and Use Tax and SPDC Tax that City and SPDC have received attributable to Company’s purchases in Sections 6.1(a) and 7.1 of this Agreement. 5.10 Regulations Regarding Building Products, Materials, or Methods. The parties find that the Development and the underlying real property constitute an area of architectural importance and significance and the City Council hereby designates it as an area of architectural importance and significance for purposes of Chapter 3000 of the Texas Government Code (the “Code”). In consideration for the mutual covenants and conditions contained herein and pursuant to §3000.002(d) of the Code, Company 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 a residential or commercial building within the Development, 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, Company 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. Building products, materials and methods will adhere to the architectural vision and the Development Standards Table outlined in the approved Carillon Zoning Booklet. The parties agree that: 1) the City will not issue any permits 11 City of Southlake / SPDC / Carillon Crown, LLC Economic Development Agreement – Carillon Parc for the Development in violation of this section; 2) the covenants contained within this section constitute a material term of this Agreement; 3) Company’s voluntary consent to the application of the Regulations to the Development, as described in this Section, constitutes a material inducement for the City to authorize the City payments and abatements described in this Agreement; 4) the covenants contained herein shall run with the land and shall bind the City and all successors and assigns, which covenants may be incorporated into the Developer Agreement and recorded in the Tarrant County Real Property Records; and 5) this section shall survive termination or expiration of this Agreement. 5.11 Compliance with Laws. In addition to the requirements of Section 5.10 above, (i) the Development and the Park must be constructed in compliance with all local, state, and federal laws, including but not limited to City Ordinance No. 480-564E and the building code regulations in Section 4.5 of the City’s code of ordinances, as amended; and (ii) the Single Family Project must be built in accordance with the residential standards as outlined in City Ordinance No. 480- 564, as further described in Exhibit F. The Park must be developed in a manner consistent with Architectural Vision outlined in the Carillon Zoning Booklet. Also, the Park shall require an approved City Council site plan following a recommendation by the Planning and Zoning Commission and Park Board. Notwithstanding any other provision to the contrary in this Agreement, Company’s compliance with Section 5.11 and any current or future land use or zoning ordinances is a condition precedent: (1) to the Company’s entitlement to any abatements, and (2) to the payment of any Program Grant Payments or other incentives under this Agreement. Neither the City nor SPDC shall be obligated to make any payment whatsoever to Company, nor is Company entitled to any abatements, under this Agreement if the Company fails to comply with Section 5.11, or any current or future land use or zoning ordinances relating to the Development. SECTION 6. 380 PROGRAM GRANTS The following grant payments related to the Program (the "Program Grant Payments") shall be granted, paid, and provided according to the following terms, provided the Company is in full compliance with the terms of this Agreement: 6.1 Sales Tax Rebates (a) Construction Materials. The City agrees that it shall pay to Company an amount equal to eighty percent (80%) of the Sales and Use Tax received by the City attributable to the purchase of construction materials by Company or contractors retained by Company in connection with the construction of the Project during a period beginning on the first eligible sales tax purchase for construction materials at the Project and continuing for a period not to exceed five (5) consecutive years thereafter. (b) Sales at the Project. City agrees to pay Company an amount equal to eighty percent (80%) of the Sales and Use Tax received by City and attributed solely to the sale of taxable items within the Project during a period beginning on the first eligible sales tax purchase at the Project after Phase 1/1A Substantial Completion and continuing thereafter for a period not to exceed ten (10) consecutive years. Notwithstanding the 12 City of Southlake / SPDC / Carillon Crown, LLC Economic Development Agreement – Carillon Parc foregoing, Company will not be entitled to any Sales and Use Tax received by City from businesses which relocated from another location in the City to the Project after the Effective Date of this Agreement. (c) Timing of Payments. The City shall make Program Grant Payments in this Section 6.1 annually 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 Program Grant Payment to Company within forty-five (45) days following the receipt of all of the following: (1) a Payment Request; (2) the Sales Tax Reports specified in Section 5.10 of this Agreement for each month of the applicable calendar year; (3) 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 year; and (4) the City’s receipt of the Sales and Use Tax from the Comptroller’s office for each month of the applicable calendar year. The City promptly will request the State Comptroller to provide Area Reports. (d) Noncompliance. In the event the minimum requirements of Sections 5.2 and 5.4 of this Agreement are not met, such noncompliance shall not be an event of default subject to termination and repayment pursuant to Section 12 of this Agreement; rather Company will not be entitled to any rebates under Section 6.1(b) until its obligations under Sections 5.2 and 5.4 of this Agreement are met. 6.2 White Chapel Improvements. (a) Company will construct the White Chapel Boulevard Improvements in accordance with the terms of the Developer Agreement, and meeting phasing requirements established in City Ordinance No. 480-564E and the approved Carillon Zoning District. (b) Upon Inspection and Acceptance of the White Chapel Boulevard Improvements, and in consideration of and as an incentive for Company bringing the Project to City, City will pay Company, within thirty (30) days of the applicable Payment Request, an amount equal to the lesser of: (1) 100% of actual Construction Costs attributable to the White Chapel Improvements; or (2) $1,860,000. SECTION 7. SPDC GRANTS The following grant payments shall be granted, paid, and provided according to the following terms, provided the Company is in full compliance with the terms of this Agreement: 7.1 Construction Materials. SPDC agrees that it shall pay to Company an amount equal to eighty percent (80%) of the SPDC Tax received by SPDC attributable to the purchase of construction materials by Company or contractors retained by Company in connection with the construction of the Project during a period beginning on the first eligible sales tax purchase for construction materials at the Project and continuing for a period not to exceed five (5) consecutive years. 7.2 SPDC Tax Rebate. SPDC agrees to pay Company an amount equal to ninety percent (90%) of the SPDC Tax received by SPDC and attributed solely to the sale of taxable items within the Project 13 City of Southlake / SPDC / Carillon Crown, LLC Economic Development Agreement – Carillon Parc during a period beginning on the first eligible sales tax purchase at the Project after Phase 1/1A Substantial Completion and continuing thereafter for a period not to exceed ten (10) consecutive years. Notwithstanding the foregoing, Company will not be entitled to any SPDC Tax received by SPDC from businesses which relocated from another location in the City to the Project after the Effective Date of this Agreement. 7.3 Timing of Payments. SPDC shall make payments in Sections 7.1 and 7.2 annually after receipt and review of the Sales Tax Reports and Area Reports for each month of the applicable calendar year. SPDC covenants and agrees to make a payment to Company within forty-five (45) days following the receipt of all of the following: (1) a Payment Request; (2) the Sales Tax Reports specified in Section 5.10 of this Agreement for each month of the applicable calendar year; (3) 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 year; and (4) the SPDC’s receipt of the Sales and Use Tax from the Comptroller’s office for each month of the applicable calendar year. The City will promptly request the State Comptroller to provide Area Reports. 7.4 Noncompliance. In the event the minimum requirements of Sections 5.2 and 5.4 of this Agreement are not met, such noncompliance shall not be an event of default subject to termination and repayment pursuant to Section 12 of this Agreement; rather Company will not be entitled to any rebates under Section 7.2 until its obligations under Sections 5.2 and 5.4 of this Agreement are met. 7.5 Funding Limitation. The parties agree that the payments under this Section 7 may only be used to reimburse Company for its Construction Costs attributable to the construction of the Park. SECTION 8. TAX ABATEMENT 8.1 Tax Abatement. Subject to Company’s full compliance with the terms and conditions of this Agreement, the City hereby grants Company an abatement of forty percent (40%) of the Taxable Value of the Real Property and an abatement of forty percent (40%) of the Taxable Value of the Tangible Personal Property located on the Real Property, for a period of ten (10) consecutive years, beginning with the First Year of Abatement. The actual percentage of Taxable Value of the Real Property subject to abatement for each year this Agreement is in effect will apply only to the portion of the Taxable Value of the Project that exceeds the Base Year Value. The actual percentage of Taxable Value of the Tangible Personal Property subject to abatement for each year this Agreement is in effect will apply only to the Tangible Personal Property that is added to the Real Property subsequent to the execution of this Agreement. The taxes abated in accordance with this section will count towards to Maximum Incentive Amount. 8.2 Areas Subject to Abatement. Notwithstanding any other terms of this Agreement to the contrary, the parties agree that the areas on which the structures are to be built as identified on Exhibit G, may be final platted into lots by Company after the Effective Date, and the future lots on which those structures will be constructed will be the only lots on which the value of improvements can be abated. Upon approval of the plat by the City Council, the parties may replace or amend Exhibit G with an updated exhibit showing the lots which are eligible for abatement, and such updated exhibit will become a part of this Agreement. 8.3 Reduction in Abatement. Notwithstanding the foregoing, if as of January 1 of any given Tax 14 City of Southlake / SPDC / Carillon Crown, LLC Economic Development Agreement – Carillon Parc Year, the Taxable Value of the Tangible Personal Property and Real Property is below $278,000,000 as required by Section 5.3, the City will grant an abatement of the Taxable Value of the Tangible Personal Property and Real Property subject to abatement according to the following schedule: Taxable Value Abatement Amount $277,999,999 - $255,000,000 35% $254,999,999 - $230,000,000 30% $229,999,999 - $205,000,000 25% $204,999,999 - $168,000,000 20% The failure of the value of the Tangible Personal Property and Real Property to have a Taxable Value of at least $168,000,000 as of January 1 of any given Tax Year shall not be an event of default subject to termination and repayment of the abated taxes pursuant to Section 12 of this Agreement, but shall result in the forfeiture of the tax abatement for such Tax Year. SECTION 9 MAXIMUM INCENTIVE AMOUNTS 9.1 Parking Garage. Program Grant Payments or abated taxes under this Agreement paid to Company in consideration for building the Parking Garage will not exceed an amount equal to the lesser of: (1) 60% of actual Construction Costs attributable to the Parking Garage; or (2) $7,730,000. 9.2 Park. Program Grant Payments or abated taxes under this Agreement paid to Company in consideration for building the Park will not exceed an amount equal to the lesser of: (1) 50% of actual Construction Costs attributable to the Park; or (2) $3,775,000. 9.3 Maximum Incentive Amount. Company is not entitled to any payments or abatements under this Agreement beyond the Maximum Incentive Amount. SECTION 10 CONDITIONS TO PAYMENTS 10.1 Substantial Completion. Other than the payments attributable to the White Chapel Boulevard Improvements, neither City nor SPDC is obligated to make any payment to Company, nor is Company entitled to any abatements, under this Agreement until Company has achieved Phase 1/1A Substantial Completion, the Park has been fully constructed and conveyed, dedicated, or otherwise transferred to the City free of all encumbrances, and Company has executed and delivered to City the Parking Garage Easement. 10.2 Payment Request. Company shall, as a condition precedent to each payment from City or SPDC, provide the City with a Payment Request. The Payment Request must be submitted in accordance with the notice provisions of this Agreement. SECTION 12. TERMINATION AND RECAPTURE PROVISION 15 City of Southlake / SPDC / Carillon Crown, LLC Economic Development Agreement – Carillon Parc 12.1 Termination. This Agreement may be terminated upon any one or more of the following: (a) by mutual written agreement of the parties; (b) upon written notice by either party, if the other party defaults or breaches any of the other terms or conditions of this Agreement and such default or breach is not cured within thirty (30) days after written notice thereof; (c) upon written notice by City, if any taxes owed to City by Company shall have become delinquent and such delinquency is not cured within ninety (90) days after written notice thereof; or (d) upon written notice by City, if Company suffers an event of bankruptcy or insolvency. 12.2 Repayment. In the event the Agreement is terminated by City pursuant to Section 12.1 (b)-(d), Company shall be liable for and will pay to the City and SPDC within sixty (60) days following the termination of this Agreement: (1) All Program Grant Payments previously paid to Company pursuant to section 6.1 of this Agreement and, for the avoidance of confusion, excluding any payments made to Company described in Section 6.2 of this Agreement; (2) the amount of all property taxes abated under Section 8.1 of this Agreement; and (3) interest on the abated amount referenced in (2) above at the rate provided for in the Texas Tax Code for delinquent taxes. SECTION 13. RIGHT OF ACCESS FOR INSPECTION The Company further agrees that the City, its agents and employees, shall have right to access the Real Property to inspect the Project and other items subject to this Agreement in order to ensure that the construction of the Project is in accordance with this Agreement and all applicable federal, state, and local laws and regulations. After completion of the Project, the City shall have the continuing right of access to the Real Property to inspect the Real Property to ensure that such are thereafter maintained and operated in accordance with this Agreement. SECTION 14. ANNUAL CERTIFICATION On or before June 1 of each year following the Commencement of Construction, Company shall provide to the City written certification that Company is in compliance with each applicable term of this Agreement. Such certification, may be submitted concurrently with a Payment Request, as applicable, and shall be in a form reasonably satisfactory to the City, and shall include, at a minimum, information supporting the Company’s conclusions that it met (or expects to meet) each condition and requirement to abatement and Program Grant Payments set forth in this Agreement, as applicable. Any failure of the City to request or demand such certification shall not constitute a waiver of such certification or any future certification; provided, however, that if the City fails to request or demand such certification and Company fails to provide such certification, the City shall give Company written notice of such failure and Company shall provide such certification within thirty (30) days of Company’s receipt of such notice. 16 City of Southlake / SPDC / Carillon Crown, LLC Economic Development Agreement – Carillon Parc SECTION 15. MISCELLANEOUS PROVISIONS 15.1 Final Agreement and Amendments. This Agreement and the Developer Agreement constitute the entire understanding and agreement of the parties as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. 15.2 Applicable Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Tarrant County, Texas. Exclusive venue for any action arising under this Agreement shall lie in the state district courts of Tarrant County, Texas. 15.3 Assignment. This Agreement shall be binding on and inure to the benefit of the parties, their respective successors and assigns. The Company may assign all or part of its rights and obligations hereunder upon written notice to the City, provided the assignee agrees in writing to comply with each and every obligation of the Company in this Agreement. 15.4 Binding Obligation. This Agreement shall become a binding obligation on the parties upon execution by all parties hereto. City warrants and represents that the individual executing this Agreement on behalf of City has full authority to execute this Agreement and bind City to the same. Company warrants and represents that the individual executing this Agreement on its behalf has full authority to execute this Agreement and bind it to the same. 15.5 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same document. 15.6 Filing. In order to receive the tax abatement pursuant to this Agreement, Company understands it must file with the appraisal district an application for property tax abatement exemption between January 1 and April 30 of each year during the Term of this Agreement commencing with the First Year of Abatement. 15.7 Notices. Any notice or other communication required or permitted by this Agreement (hereinafter referred to as the “Notice”) is effective when in writing and (i) personally delivered either by facsimile (with electronic information and a mailed copy to follow) or by hand, or (ii) three (3) days after notice is deposited with the U.S. Postal Service, postage prepaid, certified with return receipt requested, and addressed as follows: if to Company: Carillon Crown, LLC 161 Summit Ave., Suite 200 Southlake, Texas 76092 Attn: John Terrell w/ copy to: Phelps Dunbar, LLP 2102 E. State Hwy. 114, Suite 207 Southlake, Texas 76092 17 City of Southlake / SPDC / Carillon Crown, LLC Economic Development Agreement – Carillon Parc Attn: Joe Reimer if to City: City of Southlake 1400 Main Street, Ste. 460 Southlake, Texas 76092 Attention: City Manager If to Corporation: Southlake Parks Development Corporation 1400 Main Street, Ste. 460 Southlake, Texas 76092 Attention: Executive Director 15.8 Severability. In the event any provision of this Agreement shall be determined by any court of competent jurisdiction to be invalid or unenforceable, the Agreement shall, to the extent reasonably possible, remain in force as to the balance of its provisions as if such invalid provision were not a part hereof. 15.9 Governmental Immunity. No party hereto waives any statutory or common law right to governmental immunity by virtue of its execution hereof. 15.10 Undocumented Workers. Company certifies that Company does not and will not knowingly employ an undocumented worker in accordance with Chapter 2264 of the Texas Government Code, as amended. If during the Term of this Agreement, Company is convicted of a violation under 8 U.S.C. § 1324a(f), Company shall repay the amount of the public subsidy provided under this Agreement plus interest, at the rate of six percent (6%), not later than the 120th day after the date the City notifies Company of the violation. 15.11 Prevailing Party Attorney’s Fees. In the event any person 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). 15.16 Rough Proportionality. As additional consideration for the reimbursements received by the Company under this Agreement, Company agrees that all conveyances, dedications, construction costs and other payments made by Company related to the Infrastructure Improvements and the Park are roughly proportional to the need for such improvements created by the development of the Development and Company hereby waives any claim therefore that it may have. The Company further acknowledges and agrees that all prerequisites to such a determination of rough proportionality have been met, and that any costs incurred relative to the conveyance, dedication, construction costs and other payments for the improvements are related both in nature and extent to the impact of the Development. The Company 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. 15.17 Force Majeure. It is expressly understood and agreed by the parties to this Agreement that if the performance of any obligations hereunder is delayed by reason of war, civil commotion, 18 City of Southlake / SPDC / Carillon Crown, LLC Economic Development Agreement – Carillon Parc acts of God, inclement weather, fire or other casualty, the party so obligated or permitted shall be excused from doing or performing the same during such period of delay, so that the time period applicable to such obligation or requirement shall be extended for a period of time equal to the period such party was delayed. 15.18 Runs with the Land. The provisions of this Agreement shall run with the land and be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and successors in title. 15.19 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 Program Grant Payment or other payment under this Agreement shall reflect an overpayment by City to Company, Company agrees to reimburse City the amount of such overpayment. Notification of any such required adjustment will be provided to Company at the earliest practical date. This section will survive termination of this Agreement. 15.20 Sales Tax Disclosure. The City hereby designates this Agreement as a revenue sharing agreement, thereby entitling the City to request sales tax information from the Comptroller, pursuant to section 321.3022, Texas Tax Code, as amended. The City shall notify Company after receiving any Public Information Act request that seeks disclosure of information provided by or concerning Company, including any information relating to Company’s operations or receipts or payments of Sales and Use Tax, and the parties will reasonably cooperate to determine whether or to what extent the requested information may be released without objection and without seeking a written opinion of the Texas Attorney General. The City shall take the position that any information responsive to a Public Information Act request relating to Company that the parties do not mutually agree to release without objection is information not subject to release to the public pursuant to Section 321.3022(f) of the Texas Tax Code, section 552.110 of the Texas Government Code, or other applicable law. The City shall seek a written opinion from the Texas Attorney General raising any applicable exception to release of such information prior to any release to a third-party under the Texas Public Information Act. If the City seeks a written opinion from the Texas Attorney General pursuant to Section 552.305 of the Texas Government Code, the City may require Company to draft and submit to the Texas Attorney General the substantive comments or arguments in support of such opinion request. The City shall provide Company timely notice and an opportunity to review and comment on any opinion request submitted by the City. 15.21 Limitation of Liability. The parties agree that neither party will be liable to the other under this Agreement for consequential damages (including lost profits) or exemplary damages. {Signatures on following page} 19 City of Southlake / SPDC / Carillon Crown, LLC Economic Development Agreement – Carillon Parc CITY OF SOUTHLAKE, TEXAS John Huffman, Mayor Date: ATTEST: Amy Shelley, City Secretary SOUTHLAKE PARKS DEVELOPMENT CORPORATION Randy Williamson, President Date: ATTEST: Amy Shelley, City Secretary COMPANY: Carillon Crown, LLC, a Texas limited liability company By: _______________________________ Name: _____________________________ Title: _______________________________ Date: _______________________________ 20 City of Southlake / SPDC / Carillon Crown, LLC Economic Development Agreement – Carillon Parc ACKNOWLEDGEMENTS STATE OF TEXAS ) ) COUNTY OF TARRANT ) This instrument was acknowledged before me on the ____ day of _____________, 2023, by John Huffman, Mayor of the City of Southlake, Texas, a Texas home rule municipality, on behalf of said City. __________________________________ Notary Public, State of Texas STATE OF TEXAS ) ) COUNTY OF TARRANT ) This instrument was acknowledged before me on the ____ day of _____________, 2023, by Randy Williamson, President of the Southlake Parks Development Corporation, a nonprofit corporation organized under Title 12, Subtitle C1, of the Texas Local Government Code, on behalf of said City. __________________________________ Notary Public, State of Texas STATE OF ___________ ) ) COUNTY OF __________ ) This instrument was acknowledged before me on the ____ day of _____________, 2023, by , the of Carillon Crown, LLC, a Texas limited liability company, on behalf of said limited liability company. __________________________________ Notary Public, State of Texas 21 City of Southlake / SPDC / Carillon Crown, LLC Economic Development Agreement – Carillon Parc EXHIBIT A The Real Property 22 City of Southlake / SPDC / Carillon Crown, LLC Economic Development Agreement – Carillon Parc EXHIBIT B The Park 23 City of Southlake / SPDC / Carillon Crown, LLC Economic Development Agreement – Carillon Parc EXHIBIT C Phasing and Project Approved by the City Council on December 7, 2021, by Zoning Change and Development Plan ZA20-0029 (Ord. No. 480-564e) Project Phase 2 Development B C D E F G H I K J Timing of construction to be determined by approved construction documents 24 City of Southlake / SPDC / Carillon Crown, LLC Economic Development Agreement – Carillon Parc EXHIBIT D White Chapel Boulevard EXHIBIT E – PARKING EASEMENT (EXAMPLE AGREEMENT) 25 City of Southlake / SPDC / Carillon Crown, LLC Economic Development Agreement – Carillon Parc EXHIBIT E Parking Garage Easement (Example Agreement) 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 , 2023, by Carillon Crown, LLC, a Texas limited liability company (“Grantor”), and the City of Southlake, Texas, a Texas municipal corporation (“Grantee”). BACKGROUND WHEREAS, Grantor is the owner of the real property and improvements more particularly described on Exhibit A attached hereto and made a part hereof (“Grantor Tract”), which shall include a to-be-constructed parking garage containing approximately 800 parking spaces or (ii) the actual number of parking spaces approved by the City regarding the Parking Garage pursuant to any applicable development and/or construction approvals, as more particularly shown on the drawing attached hereto as on Exhibit B (collectively, the “Parking Garage”); and WHEREAS, Grantor and Grantee entered into that certain Economic Development Agreement dated as of [__________] and that certain Development Agreement dated as of [_________] (the “Development Agreements”), pursuant to which Grantee has committed to provide certain public incentives (the “Incentives”) to offset a portion of the cost of the Parking Garage upon the terms and conditions set forth therein; and WHEREAS, in connection with Grantee's entering into the Development Agreements and payment of the Incentives to Grantor, Grantor agrees to grant the public 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. 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. EXHIBIT E – PARKING EASEMENT (EXAMPLE AGREEMENT) 26 City of Southlake / SPDC / Carillon Crown, LLC Economic Development Agreement – Carillon Parc 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 in at least eighty percent (80%) of the parking spaces in the Parking Garage, twenty-four (24) hours of the day, three hundred sixty-five (365) days a year, subject to the terms of this Agreement (such parking easement rights, the "Easement") 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) store any hazardous substance or (ii) create a nuisance thereon; (v) Grantor may utilize ticketing, parking meters or other similar access control means of enforcing the permitted parking time periods set forth in Section 1(a) above; (vi) Grantor reserves the right to remove any vehicles or other personal property in violation of this Agreement from the Easement at the sole cost of the owner thereof; and (vii) Grantor may temporarily close any part of the Easement for repairs or alterations to the Grantor Tract (including, the Parking Garage) or to prevent the public from obtaining prescriptive rights in the Grantor Tract (including, the Parking Garage); provided, however, Grantor must give Grantee at least twenty-four-hour prior notice of any anticipated repairs which would cause closure of the garage. c. Neither Grantor nor its successors or assigns will (i) erect or maintain any 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 EXHIBIT E – PARKING EASEMENT (EXAMPLE AGREEMENT) 27 City of Southlake / SPDC / Carillon Crown, LLC Economic Development Agreement – Carillon Parc manner in compliance with all applicable laws, the Development Agreement, and any other required 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 gov ernmental 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 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: ____________________ ____________________ ______________________ If to Grantee: City Manager 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. EXHIBIT E – PARKING EASEMENT (EXAMPLE AGREEMENT) 28 City of Southlake / SPDC / Carillon Crown, LLC Economic Development Agreement – Carillon Parc 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, (I) THE GRANTEE PARTIES AGREE THAT THEY ACCEPT ALL PORTIONS OF THE PROPERTY WHICH ARE SUBJECT TO THIS AGREEMENT IN THEIR PRESENT STATE AND CONDITION AND “AS-IS WITH ALL FAULTS”; AND (II) GRANTOR SHALL NOT BE RESPONSIBLE FOR ANY WORK ON THE PROPERTY OR THE IMPROVEMENTS LOCATED THEREON NECESSARY TO SECURE OR PROVIDE SECURITY FROM THEFT, VANDALISM, DESTRUCTION, ASSAULT, BATTERY, BODILY HARM AND/OR ANY OTHER DAMAGES WHICH MAY BE INCURRED BY ANY AND ALL ENTITIES, PERSONS, PERSONAL PROPERTY, REAL PROPERTY OR ANY OTHER PERSONS OR ITEMS OF ANY KIND OR NATURE WHICH MAY BE LOCATED ON OR WHICH MAY BE USING ANY PORTION OF THE PROPERTY AS A RESULT OF THE EASEMENT GRANTED HEREUNDER OR THE EXECUTION OF THIS AGREEMENT, IT BEING UNDERSTOOD THAT ALL VEHICLES ARE PARKED AT GRANTEE PARTIES’ SOLE RISK. 5.) Rights Reserved to Grantor. Grantor reserves the following rights, each of which Grantor may exercise or refrain from exercising without notice to or the consent of Grantee and without being deemed to have evicted Grantee: (1) Grantor may change the name or street address of the Parking Garage; (2) Grantor may install and maintain signs in or on the exterior of the Parking Garage; (3) Grantor may change the arrangement of entrances, doors, corridors, elevators, or stairs in the Parking Garage common areas in any way that does not impede access to or the use of the Easement; (4) Grantor may make other additions, subtractions, or changes to common areas and to other areas in the Parking Garage, so long as those additions, subtractions, or changes do not impede access to or the use of the Easement; (5) Grantor may install, operate, and maintain systems that monitor, by closed circuit television or otherwise, all persons entering or leaving the Parking Garage; (6) Grantor may install and maintain ducts, conduits, wires, pipes, and structural elements anywhere in the Parking Garage (including in and above the Easement) to serve other parts of the Parking Garage or other grantees, so long as those installations do not impede access to or the use of the Easement; and (7) Grantor may grant easement space anywhere in the Parking Garage other than on the ground level to any number of other grantees. 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 EXHIBIT E – PARKING EASEMENT (EXAMPLE AGREEMENT) 29 City of Southlake / SPDC / Carillon Crown, LLC Economic Development Agreement – Carillon Parc 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 any judgment from Grantor, it being intended that Grantor will not be personally liable for any judgment or deficiency. Nothing in this section or this Agreement shall limit Grantee’s ability to seek specific performance if Grantor is in default of this Agreement. 8.) No Liability for Exemplary, Special, or Remote Damages. Grantor will not be liable to Grantee for exemplary damages, for damages that are characterized in law as "special" or "remote" (in contrast to damages that are characterized as "general" and "direct"), for damages to Grantee's reputation, or for any resulting loss of future revenues of Grantee. 9.) Run With the Land. This Agreement shall run with the land (the Grantor Tract), and shall be binding on, and inure to the benefit of, the owner of the Grantor Tract, and its respective successors and assigns, and on all parties having or acquiring any right, title, interest, or estate in the Grantor Tract, or any portions thereof, and any such owner shall be released from any additional obligations under this Agreement upon, and to the extent, such owner has conveyed all of its right, title, interest and estate in the Grantor Tract. 10.) Miscellaneous. (a) By execution of this Agreement, each party represents that (i) it has full right, power and authority to enter into this Agreement, and carry out its commitments made hereunder, and all requisite action to authorize such party to enter into this Agreement and convey or cause the conveyance of the property to the other party has been taken; (ii) the individuals executing this Agreement have been duly authorized to bind such party to the terms and conditions hereof and thereof; and (iii) the execution, delivery and performance by such party of this Agreement shall not constitute or cause a default or breach of any agreement or undertaking of such 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. EXHIBIT E – PARKING EASEMENT (EXAMPLE AGREEMENT) 30 City of Southlake / SPDC / Carillon Crown, LLC Economic Development Agreement – Carillon Parc (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.] EXHIBIT E – PARKING EASEMENT (EXAMPLE AGREEMENT) 31 City of Southlake / SPDC / Carillon Crown, LLC Economic Development Agreement – Carillon Parc IN WITNESS WHEREOF, Grantor and Grantee have executed this Agreement as of the day and year first above written. CARILLON CROWN, LLC a Texas limited partnership By: Name: Title: THE STATE OF TEXAS § § COUNTY OF TARRANT § This instrument was acknowledged before me on ____________________, 2023, by ____________________, ____________________ of Carillon Crown, LLC, a Texas limited partnership, on behalf of said limited partnership. Notary Public, State of Texas EXHIBIT E – PARKING EASEMENT (EXAMPLE AGREEMENT) 32 City of Southlake / SPDC / Carillon Crown, LLC Economic Development Agreement – Carillon Parc Grantee: CITY OF SOUTHLAKE, TEXAS By: ______________________________ 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 ____________, 2023. Notary Public in and for the State of Texas [ SEAL OF NOTARY PUBLIC ] EXHIBIT E – PARKING EASEMENT (EXAMPLE AGREEMENT) 33 City of Southlake / SPDC / Carillon Crown, LLC Economic Development Agreement – Carillon Parc [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 ____________, 20__. Notary Public in and for the State of [ SEAL OF NOTARY PUBLIC ] EXHIBIT E – PARKING EASEMENT (EXAMPLE AGREEMENT) 34 City of Southlake / SPDC / Carillon Crown, LLC Economic Development Agreement – Carillon Parc EXHIBIT A Grantor Tract EXHIBIT E – PARKING EASEMENT (EXAMPLE AGREEMENT) 35 City of Southlake / SPDC / Carillon Crown, LLC Economic Development Agreement – Carillon Parc EXHIBIT B PARKING GARAGE 36 City of Southlake / SPDC / Carillon Crown, LLC Economic Development Agreement – Carillon Parc EXHIBIT F Single Family Project Standards The Carillon Parc Villas (all lots) will be a similar design character (French Renaissance style) and materials as the homes currently constructed along Riviera Lane. EIFs is a prohibited building material. Garage doors must face the rear property line and be setback a minimum of 20’ from the alley right of way. Vehicles must access the garage via the alley (Alley loaded only). Each lot shall have a 6-foot minimum landscape buffer adjacent to the public right of way (street) and consist of a double row of evergreen shrubs reaching 3 feet in height at maturity. Building setbacks, heights, screening material, encroachments, articulation, lighting, landscaping and other building related requirements or standards will follow those standards applicable to “The Villas” as outlined in the City of Southlake Ordinance 480-564 (2008 Carillon Zoning document). Also, on street parking will follow those standards applicable to “The Villas” as outlined in the City of Southlake Ordinance 480-564 (2008 Carillon Zoning document). Also, it will be interpreted that the villas can be constructed to the revised standards as outlined in Carillon zoning approval (ZA 480-564a) which was approved September 4, 2012 which revised the following: • Front Façade Zone – A minimum of 20% of any detached product shall be setback a minimum of 2,5’ from the front façade of the building. • Where the following note was removed “A minimum of 80% of any building façade in the Village District shall align with the 10-foot minimum setback line,” (p.99; Section 5.0- setbacks; EC Edge Village District) it shall be replaced by the following, “A minimum of 20% of any detached product shall be set back a minimum if 2.5’ from the front façade of the building. EXHIBIT F - SINGLE FAMILY PROJECT STANDARDS 37 City of Southlake / SPDC / Carillon Crown, LLC Economic Development Agreement – Carillon Parc Elevated Villa A rendering – Carillon Zoning booklet (ZA 480-564 – p. 73). Per the zoning approval, Carillon Parc Villa lots 1 through 12 and lots 74 through 79 (future lots fronting on Riviera Lane) will have a minimum 6’ sidewalk, knee wall, street trees (per planting standards in Ordinance 480 -564a) and gates similar in design to the existing Villa hom es constructed along Riviera Lane. See photograph on following page. Carillon Parc lots 13 through 73 will have a minimum 4’ sidewalk along the street frontage and street trees (planted per street tree standards in Ordinance 480-564). EXHIBIT F - SINGLE FAMILY PROJECT STANDARDS 38 City of Southlake / SPDC / Carillon Crown, LLC Economic Development Agreement – Carillon Parc Villa A rendering with knee wall fence example– Carillon Zoning booklet (ZA 480-564 – p. 74). EXHIBIT F - SINGLE FAMILY PROJECT STANDARDS 39 City of Southlake / SPDC / Carillon Crown, LLC Economic Development Agreement – Carillon Parc Photo of existing villa product, street trees and knee wall along Rivera Lane. The new Villa product will adhere to this styl e of construction. The setbacks of the Villa homes will adhere to the following standards. Carillon Zoning booklet (ZA 480-564 – p. 75). EXHIBIT F - SINGLE FAMILY PROJECT STANDARDS 40 City of Southlake / SPDC / Carillon Crown, LLC Economic Development Agreement – Carillon Parc Villa products should generally follow the size range (square footage) as outlined in the Carillon Zoning booklet (ZA 480-564). Carillon Zoning booklet (ZA 480-564 – p. 79). As outlined in the Carillon Parc zoning approval, the Villa product will adhere to all applicable residential regulations or standard as outlined in the Carillon Zoning booklet (ZA 480-564). EXHIBIT F - SINGLE FAMILY PROJECT STANDARDS 41 City of Southlake / SPDC / Carillon Crown, LLC Economic Development Agreement – Carillon Parc Page 98 Page 99 EXHIBIT F - SINGLE FAMILY PROJECT STANDARDS 42 City of Southlake / SPDC / Carillon Crown, LLC Economic Development Agreement – Carillon Parc Page 100 Page 101 EXHIBIT F - SINGLE FAMILY PROJECT STANDARDS 43 City of Southlake / SPDC / Carillon Crown, LLC Economic Development Agreement – Carillon Parc Page 102 44 City of Southlake / SPDC / Carillon Crown, LLC Economic Development Agreement – Carillon Parc EXHIBIT G Areas Subject to Abatement A portion of Carillon Parc, being a portion of Tract 1, Tracts 1D, 1E, 3A, 3A01, 3A03, 3A04, 3A04A, 3A05, and 3A01B, Larkin H. Chivers Survey, Abstract No. 300, City of Southlake, Tarrant County, Texas and located south of E. Kirkwood Blvd, along the east boundary of N. White Chapel Blvd., the west boundary of Riviera Ln. and the north boundary of E. SH 114.