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Southlake Town Square (Lot 1R, Block 16) - Parking Easement AgreementD223108414 06/21/2023 11:45 AM Page: 1 of 13 Fee: $67.00 Submitter: City of Southlake Planning and Development S Electronically Recorded by Tarrant County Clerk in Official Public Records MARY LOUISE NICHOLSON COUNTY CLERK PARKING EASEMENT AGREEMENT THE STATE OF TEXAS § COUNTY OF TARRANT § This Parking Easement Agreement (this "Agreement") is entered into and effective as of the 23 day of May, 2023, by GPI -MT, LP, a Texas limited partnership ("GPI -MT") and GPI Southlake II, LP, a Delaware limited partnership ("GPI Southlake") (GPI -MT and GPI Southlake are sometimes collectively referred to hereafter as "Grantor"), and the City of Southlake, Texas, a Texas home -rule municipal corporation ("Grantee"). BACKGROUND WHEREAS, GPI -MT is the owner of Lot 1 R, Block 16 of Southlake Town Square, an addition to the City of Southlake, Tarrant County, Texas, according to the plat thereof recorded in the Deed Records of Tarrant County, Texas, located in the DT Downtown District Zoning District, being more particularly described on Exhibit "A" annexed hereto ("Tract 1"). Tract 1 contains an office building containing 165,063 GSF and a parking garage containing 478 parking spaces ("Phase 1 Parking Garage"); and WHEREAS, GPI Southlake II, LP is the owner of Lot 3R1, Block 16 of Southlake Town Square, an addition to the City of Southlake, Tarrant County, Texas, according to the plat thereof recorded in the Deed Records of Tarrant County, Texas, located in the DT Downtown District Zoning District, being more particularly described on Exhibit "B" annexed hereto ("Tract 2"). Tract 2 will contain an office building containing +/- 150,000 GSF and an expansion of the Phase 1 Parking Garage that will add 257 parking spaces thereto (the "Phase 2 Parking Garage" and collectively with the Phase 1 Parking Garage, the "Parking Garage"). WHEREAS, Tract 1 and Tract 2 are hereafter collectively referred to as the "Grantor Tract"; and WHEREAS, GPI Southlake and Grantee entered into that Economic Development Agreement dated April 25, 2022 (the "Development Agreement"), pursuant to which Grantee has committed to provide certain public incentives (the "Incentives") to offset a portion of the cost of the Phase 1 Parking Garage upon the terms and conditions set forth therein; and WHEREAS, in connection with Grantee's entering into the Development Agreement and payment of the Incentives to Grantor, Grantor agrees to grant the public limited access to the Parking Garage; and WHEREAS, Grantor desires to grant to Grantee an easement right affecting the Grantor Tract for the purpose of granting limited, non-exclusive use of the Parking Garage upon the terms and conditions set forth herein. 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: D223108414 Page 2 of 13 AGREEMENT 1. Grant of Easement. a) Upon completion of construction of the Parking Garage by Grantor and subject to the terms of Section 1(b) below, Grantor hereby grants unto Grantee, and its successors and assigns, for the benefit of the general public (collectively the "Grantee Parties") a perpetual, non-exclusive right and easement to enter upon and use the Grantor Tract for the sole purpose of automobile parking during the specified time periods, and in the designated portions of the Parking Garage, set forth below (such parking easement rights, the "Easement"): Day of Week Applicable Hours Easement Area Monday — Friday Entire 24 hour period, maximum Ground level of Parking two hours per visit Garage Monday — Friday 6:OOPM - 6:OOAM Entire Parking Garage Saturdays, Entire 24 hour period Entire Parking Garage Sundays and Federal Holidays b. Restrictions on Grantee Parties' use of the Easement: (i) the Grantee Parties shall use and occupy the Easement only for the use, and during the times, specified in Section 1(a) above and for no other purpose; (ii) the use of the Easement by the Grantee Parties shall be on a first -come, first -serve basis along with Grantor's employees, tenants, agents, guests and/or invitees; (iii) Grantee Parties' use is subject to compliance with such reasonable rules and regulations as Grantor from time to time may prescribe; (iv) no Grantee Party may (i) solicit business or distribute leaflets or other material in the Easement area, (ii) store any hazardous substance or (iii) create a nuisance thereon; (v) Grantor may utilize ticketing, parking meters or other similar access control means of enforcing the permitted parking time periods set forth in Section 1(a) above; (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 D223108414 Page 3 of 13 obtaining prescriptive rights in the Grantor Tract (including, the Parking Garage); provided, however, Grantor must give Grantee at least twenty -four-hour prior notice of any anticipated repairs which would cause closure of the garage. c. Neither Grantor nor its successors or assigns will (i) erect or maintain any improvements over the Easement that will materially impair the use of the Parking Garage, except as may be permitted under the terms and conditions of any agreements entered into by the parties hereto or except as may be required by any applicable laws, or (ii) except as expressly provided herein, take any action which would adversely affect the non-exclusive use and enjoyment by the Grantee Parties of the Easement or Parking Garage. d. Nothing in this paragraph shall prohibit Grantor and its successors and assigns from otherwise using the Parking Garage or Grantor Tract in any manner not inconsistent with the rights granted herein. e. Grantor, at its sole expense, shall construct and install the Parking Garage upon the Grantor Tract. The Parking Garage shall be constructed by Grantor in a good and workmanlike manner in compliance with all applicable laws and the Development Agreement. Grantor bears the cost and responsibility for the repair and maintenance of the Grantor Tract and the Parking Garage. The Grantor Tract and Parking Garage shall be maintained by Grantor in a good, neat and clean condition and in compliance with all applicable laws. f. Notwithstanding anything in this Agreement to the contrary, Grantee Parties' use of the Easement will at all times be at no cost and free of charge. 2.) Compliance with Laws and Rules. a. Grantee shall at all times comply with all applicable ordinances, rules, regulations, codes, statutes and requirements of all federal, state, county and municipal governmental bodies or their subdivisions respecting the Easement and the Parking Garage. b. Grantor shall at all times comply with all applicable ordinances, rules, regulations, codes, statutes and requirements of all federal, state, county and municipal governmental bodies or their subdivisions respecting the Grantor Tract. 3.) Notice All notices, approvals, requests, consents, and other communications given, required or permitted in accordance with the terms of this Agreement must be in writing and must be hand -delivered or sent by Federal Express or other nationally recognized overnight service or United States certified or registered mail. The parties will consider notices given or delivered when received, except that if either party intentionally acts to refuse delivery of a notice sent by any nationally recognized overnight courier service or United States certified or registered mail, then the effective date shall be the date of delivery to the 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: D223108414 Page 4 of 13 If to Grantor: c/o Granite Properties, Inc. 5601 Granite Parkway Suite 800 Plano, Texas 75093 Attn: Director, Development/Construction If to Grantee: City Secretary City of Southlake 1400 Main St. Suite 270 Southlake, Texas 76092 Any party shall have the right to change its address for purposes of notice by written notice served as provided herein for giving notices. 4.) Property Condition. GRANTEE PARTIES ARE ACCEPTING THE EASEMENT AND ALL PORTIONS OF THE PROPERTY AND IMPROVEMENTS WHICH ARE RELATED TO THE SAME IN THEIR "AS IS" "WHERE IS" CONDITION AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES OR COVENANTS OF GRANTOR WITH RESPECT THERETO AND, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, (1) THE GRANTEE PARTIES AGREE THAT THEY ACCEPT ALL PORTIONS OF THE PROPERTY WHICH ARE SUBJECT TO THIS AGREEMENT IN THEIR PRESENT STATE AND CONDITION AND "AS -IS WITH ALL FAULTS"; AND (11) GRANTOR SHALL NOT BE RESPONSIBLE FOR ANY WORK ON THE PROPERTY OR THE IMPROVEMENTS LOCATED THEREON NECESSARY TO SECURE OR PROVIDE SECURITY FROM THEFT, VANDALISM, DESTRUCTION, ASSAULT, BATTERY, BODILY HARM AND/OR ANY OTHER DAMAGES WHICH MAY BE INCURRED BY ANY AND ALL ENTITIES, PERSONS, PERSONAL PROPERTY, REAL PROPERTY OR ANY OTHER PERSONS OR ITEMS OF ANY KIND OR NATURE WHICH MAY BE LOCATED ON OR WHICH MAY BE USING ANY PORTION OF THE PROPERTY AS A RESULT OF THE EASEMENT GRANTED HEREUNDER OR THE EXECUTION OF THIS AGREEMENT, IT BEING UNDERSTOOD THAT ALL VEHICLES ARE PARKED AT GRANTEE PARTIES' SOLE RISK. 5.) Rights Reserved to Grantor. Grantor reserves the following rights, each of which Grantor may exercise or refrain from exercising without notice to or the consent of Grantee and without being deemed to have evicted Grantee: (1) Grantor may change the name or street address of the Parking Garage; (2) Grantor may install and maintain signs in or on the exterior of the Parking Garage; (3) Grantor may change the arrangement of entrances, doors, corridors, elevators, or stairs in the Parking Garage common areas in any way that does not impede access to or the use of the Easement; (4) Grantor may make other additions, subtractions, or changes to common areas and to other areas in the Parking Garage, so long as those 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 D223108414 Page 5 of 13 may install and maintain ducts, conduits, wires, pipes, and structural elements anywhere in the Parking Garage (including in and above the Easement) to serve other parts of the Parking Garage or other grantees, so long as those installations do not impede access to or the use of the Easement; and (7) Grantor may grant easement space anywhere in the Parking Garage other than on the ground level to any number of other grantees. Grantee agrees that during construction of the Phase 2 Parking Garage, Grantor may from time to time temporarily close (or impose restrictions upon the use of) all or parts of the Phase 1 Parking Garage to reinforce structural elements of the Phase 1 Parking Garage or to make other changes or uses of the Phase 1 Parking Garage that are reasonably required to accommodate the construction of the Phase 2 Parking Garage. 6.) Rights of Third Parties. The agreements of Grantor in this Easement and other operative documents are intended solely for the benefit of Grantee and Grantee Parties. All conditions to the obligations of Grantor under this Easement or other operative documents are imposed solely for the benefit of Grantor, and no other Person may require satisfaction of those conditions or assume that Grantor will enforce any or all of those conditions. 7.) No Personal Liability. The liability of Grantor to Grantee for any default by Grantor under this Easement is limited to the interest of Grantor in the Parking Garage, as such interest may exist from time to time, and Grantee agrees to look solely to Grantor's interest in the Parking Garage for recovery of anyjudgment from Grantor, it being intended that Grantor will not be personally liable for any judgment or deficiency. Nothing in this section or this Agreement shall limit Grantee's ability to seek specific performance if Grantor is in default of this Agreement. 8.) No Liability for Exemplary, Special, or Remote Damages. Grantor will not be liable to Grantee for exemplary damages, for damages that are characterized in law as "special" or "remote" (in contrast to damages that are characterized as "general" and "direct"), for damages to Grantee's reputation, or for any resulting loss of future revenues of Grantee. 9.) Run With the Land. This Agreement shall run with the land (the Grantor Tract), and shall be binding on, and inure to the benefit of, the owner of the Grantor Tract, and its respective successors and assigns, and on all parties having or acquiring any right, title, interest, or estate in the Grantor Tract, or any portions thereof, and any such owner shall be released from any additional obligations under this Agreement upon, and to the extent, such owner has conveyed all of its right, title, interest and estate in the Grantor Tract. D223108414 Page 6 of 13 10.) Miscellaneous. (a) By execution of this Agreement, each party represents that (i) it has full right, power and authority to enter into this Agreement, and carry out its commitments made hereunder, and all requisite action to authorize such party to enter into this Agreement and convey or cause the conveyance of the property to the other party has been taken; (ii) the individuals executing this Agreement have been duly authorized to bind such party to the terms and conditions hereof and thereof; and (iii) the execution, delivery and performance by such party of this Agreement shall not constitute or cause a default or breach of any agreement or undertaking of such party or concerning the real property owned by such party (including but not limited to any lease of the Grantor Tract). (b) This Agreement shall be construed under the laws of the State of Texas, and all obligations of the Parties are performable in Tarrant County, Texas. Exclusive venue for any action to enforce or construe this Agreement shall be in Tarrant County, Texas. (c) In the event of a lawsuit in connection with this Agreement, the prevailing party shall be entitled to recover from the non -prevailing party all costs of court and reasonable attorneys' fees incurred by the prevailing party in connection with such lawsuit. (d) If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent and for any reason cannot be reformed, the remainder thereof and the application of such provision to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law. (e) This Agreement contains the complete agreement of the parties and cannot be varied except by written agreement of the parties. The parties agree that there are no oral agreements, representations, or warranties that are not expressly set forth in this Agreement. (f) Whenever context requires, the singular will include the plural, and neuter will include the masculine or feminine gender, and vice versa. Article and section and paragraph headings in this Agreement are for reference only and are not intended to restrict or define the text of any such article, section, and paragraph. This Agreement will not be construed more or less favorably between the parties by reason of authorship or origin of language. (g) This Agreement shall be interpreted and construed in harmony with the Parking Unity and Access Agreement recorded in Instrument No. D222116997 of the Official Public Records of Tarrant County, Texas; however, in the event of an ambiguity or conflict between this Agreement and the Parking Unity and Access Agreement, this Agreement shall control to the extent of such ambiguity or conflict. [Signature pages follow.] D223108414 Page 7 of 13 IN WITNESS WHEREOF, Grantor and Grantee have executed this Agreement as of the day and year first above written. GRANTOR: GPI -MT, L.P., a Texas limited partnership By: Granite Properties, Inc. a Delawar co por ion, its Gener P�tne THE STATE OF TEXAS § COUNTY OF TARRANT § '9i strum nt \n% (0whgyt�, f �t corporation, as theme neral partner of GPI -MT, L.P., limited liability company and limited partnership. I r o Kelll Dewn YCo8f12026ary �� 117=3000 By: �- Name: 1�p��'D ►2 GJrJ Rl l 1-�1 Title: = o� �--- k me On �UA4— , 2023, by o Granite Properties, Inc., a Delaware a T xas limited partnership, on behalf of said Notary Public, State of Texas D223108414 Page 8 of 13 GPI SOUTHLAKE II, L.P., a Delaware limited partnership By: Granite Properties, Inc. a Delaware corpor tion, er its GenPalrtneA By: � Name: _ / � Tz-, GJtJ 1t„JI >�� Title: fie. ►�t �R ��Ft�t�n�r1� CA THE STATE OF TEXAS § COUNTY OF TARRANT �Tfiinstr m nt w s o ge efor me on�)w�� '- 2023, by 11ti�1�� of Granite Properties, Inc., a Delaware corpor tion, as th eral partner of GPI outhlake II, L.P., a Texas limited partnership, on behalf of sa' limite I ility company and limited partnership. ` 1, Ee: Kalil Dawn Cadwallader ota Public, State of Texas MY commission 2 Expires 6/ 17/2028 Notary ID 11793090 D223108414 Page 9 of 13 Grantee: CITY OF SOUTHLAKE, TEXAS ,�yt��rrrir B y: O JQ Arna yr ) ' c� = T e v' = AMY kI)ELWEr,-,jRIV'iQ THE STATE OF TEXAS § CITY SECRETAFtV COUNTY OF TARRANT § BEFORE ME, the undersigned authority, on this day personally appeared S the YWgct OY of o� 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 this2O day of — t V✓ -e- , 2023. [ SEAL OF NOTARY PUBLIC ] ;;"4•, TIFFANY COOPER • ' *= My Notary ID # 134137307 Expires January 10, 2027 �]� cAtvg��= Notary PublIc in Od for the Skate of Texas D223108414 Page 10 of 13 CONSENT OF GRANTOR TRACT 1 MORTGAGEE The undersigned is the holder of a first mortgage lien on the Grantor Tract 1 as evidenced by that Allianz Life Insurance Company of North America dated March 26, 2020, and recorded on March 26, 2020, of the Real Property Records of Tarrant, County, Texas, 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. LENDER: ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA, a Minnesota corporation By: Pacific Investment Management Company LLC, a Delaware limited liability company, not individually but solely in its capacity as subadvisor for and on behalf of its client, Allianz Life Insurance Company of North America By: Nam avin Scotti Title: Authorized natory By: Name:O . dakly Title: Authorize ignatory THE STATE OF NEWYORK § COUNTY OF NEW YORK § BEFORE ME, the undersigned authority, on this day personally appeared Gavin Scotti and Omar Findakly, each an Authorized Signatory of Pacific Investment Management Company LLC, a Delaware limited liability company, not individually but solely in its capacity as subadvisor for and on behalf of its client, Allianz Life Insurance Company of North America, 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 signatory 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 14th day o June, 2023 i Notary blic i and for the State of New York [ SEAL OF NOTARY PUBLIC ] STATE OF NEW YORK NOTARY PUBLIC 10w9W 1n WedcM41K Carry ^� O 02GE0007957 / �Ot D223108414 Page 11 of 13 CONSENT OF GRANTOR TRACT 2 MORTGAGEE The undersigned is the holder of a first mortgage lien on the Grantor Tract 2 as evidenced by that Bank OZK dated May 19, 2022, and recorded on May 20, 2022, of the Real Property Records of Tarrant, County, Texas, 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. By: Bank OZK By: -� — %' 1 x Name: 5upw P. &uNL E2 Title: t.AwA,bkNG. ;D,-,0-1FVr02 THE STATE OF-�Y-0-5 § COUNTY OF _ 0.,Wa5 § BEFORE ME, the undersigned authority, on this day personally appeared -T40a ✓1 �. (-nOY12AIZZ,, the NIGH-��'Aq bkrec-Avy of Bank OZK, a S-Eak-G 'b«n� known to me to be the person and fficer 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 ICE this I day of JWI-e 2023 C �— Not ry Public in and for the State of [ SEAL OF NOTARY PUBLIC ] AM. �r ' IN 32635/18 ',, 5;:�'erfTe D223108414 Page 12 of 13 EXHIBIT A TRACT 1 TRACT 1 BEING, a 2.4096 acre (104,963 square foot) tract of land situated in the Richard Eads Survey, Abstract No. 481, City of Southlake, Tarrant County, Texas; said tract being all of Lot 1 R, Block 16, Southlake Town Square, Phase IV an addition to the City of Southlake according to the plat recorded in Instrument No. D217030248 of the Official Public Records of Tarrant County, Texas; rn-»w as wo an-- Pw r°0� Pro°• ) raw (CI) �w.��.-crt •, - .r<" an-»w ww rao — +r - -4 -. - _�- u, - -- - , - - ----I —I-- F- I sad � I , I IN LOT 1R• BLOCK 16 I SOUTHLAKE TOM SOUARE, PHASE IV I I (INST. NO. D217030248) S 4B�'30'00_ 299.YS_ I I € _ � _ _ IR .---.�� _ _ S °ios' it ;` I �:;��.yK,• ..SKr •e0o• raw D223108414 Page 13 of 13 EXHIBIT B TRACT 2 TRACT 2 BEING, a 1.789 acre (77,919 square foot) tract of land situated in the Richard Eads Survey, Abstract No. 481, City of Southlake, Tarrant County, Texas; said tract being all of Lot 3R1, Block 16, Southlake Town Square, Phase IV an addition to the City of Southlake according to the plat recorded in Instrument No. D222058726 of the Official Public Records of Tarrant County, Texas; S 41'28'56' 15.68 �JN 41'28'56' E 50 p0 E 15.68' 11�40 p9, f. IRS &-4-27'25' �6 �1L3i�}5a6e; R-279.40' S 51 L=21.73' ('L`(y/\,/`/` -SIDEWALK EASEMENT T-10.87' IRS x�i \ (BY THIS PUT) CB -N 1'36'13' E CD=21.73' \ \ \� \ 2.5' PARKING EASEMENT M33'09'4 - \� ,<(BY THIS PUT) L-181.72' V- 128.42'22' R-279.40' CB-N 1557'24' E L-139.98' CO-159.47' \ CB-N 1 CD-1�3852' E \ y6' N 84*39'08' W / ' u 3.63' 1 ii e: 1 1 5/8-NCH I" ROO W%000' CAP 1 FOUND (CM.) /7S q.0•W\ �32'33'00' R-234.65' \ L-133.31' \ T-88.51' CB-N 16'15!46* E CD-131.52' 5/6-NM NON R00\\\\ w/'BOD' CAP \ ` FOUND (CM.) S 49n8'47' E i S 48'30'00- E 299.95' - _ _ 10.00 IRS PORTION OF 7/1' 26' COMMON ACCESS EASEMENTI(ABANDONED BY THIS PU6/ 100'; ACCESS EASEYEAT ��j%� , (NST W 0217030248) N 40102'07' E Y I I 25.45' 6-5308'10• v7 R-25.W L-23.18' r T-12.50' I FF-- CB-N 1 CO-22. E I I z2.36• I LOT 3R7, BLOCK 16 26' COUVON ACCESS EASEMENT (INST NO. 0215268728)----+ 1011 3R. ELCCK 16 (INST N0. 0216064992) SO.)THLAKE TC14N=OU%fiF. P+(..SE IV t( D (1',S-- N0. C2170-''J248' n I N GPI SOOTHLAKE 1. LP (INST. NO. D222036952) MAC Nµ w/ 3 wASNf.TI 'ROD' FOUND ZONED: DOWNTOWN DISTRICT I I� I IM I (n WATER EASEMENT I (BY THIS PLAT) l 1 r, J ^ 5/8-NCH IRp/ R00 --MAC NAIL w/ WI-D. CAP TB �1 WASHER 'BOO' FOUND FOUR (C.M.) Yf N Bp'45 :WALK EASEMENT �1 --- THIS PUT) L %._. g�pN SIRE N 00'00'45 W / 80' j o 0 / 1 / 5/8-NOONN NROD � 6 yy � wrB00' CAP