Southlake Town Square (Lot 7R, Block 3R2R, Lot 5, Block 4R1), 2007 - Partial Release of Lien
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PARTIAL RELEASE OF LIEN -t m
C
STATE OF TEXAS §
§ KNOW ALL PERSONS BY THEE PRESENTS: = rn
COUNTY OF TARRANT § --a -~-40
THAT, INLAND WESTERN RETAIL REAL ESTATE TRUST, IN•., 27-, lid
nary ~
corporation the legal and equitable owner and holder of the indebtedness described in th&'eeof
Trust, Security Agreement and Financing Statement, dated April 29, 2005, to Kevin L. Kelley, Trustee,
and heretofore filed for record under County Clerk's File No. D205132576 in the Deed Records of
Tarrant County, Texas, and additionally secured by the Assignment of Leases and Rents dated April 29,
2005, filed for record under County Clerk's File No. D205132577 in the Deed Records of Tarrant
County, Texas, and by the Uniform Commercial Code Filing Statement filed for record under County
Clerk's File No. D205132578 in the Deed Records of Tarrant County, Texas (collectively, the "Security
Documents'); said indebtedness being secured by liens against those certain tracts of land located in
Tarrant County, Texas, as more particularly described on EXHIBIT "A" attached hereto and
incorporated herein by reference ("Released Parcels") for good and valuable consideration, hereby
RELEASES AND DISCHARGES the Released Parcels from all liens held by the undersigned,
including, without limitation, the liens created by the Security Documents.
It is expressly understood and agreed, however, that this is a partial release only and that this
Partial Release covers and relates only to the Released Parcels and will not in any way or manner release,
affect, or impair any other lien or security interest of the Security Documents to the extent that they relate
to property other than the Released Parcels.
Effective as of the C day of November, 2007.
INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.,
a Maryland corporation
By: & - :,I L-=~
Name: knn M. Sharp
Title: 0-91atant Secretary
STATE OF .-1- LO AI D1 S
COUNTY OF
§ r~
This instrum was acknowledged before me on fhis the JC.I ( day of November, 2007, by
nJ~ C.✓%-~ the SSA SPC'
of Inland Western Retail Trust, Inc., a Maryland corporation, on behalf of such corporation.
Notary Public in and for the State of Texas _T LiNo is
official seal
Vivian L Brawn
Notary Pubic stale d liinsm
890178_2.DOC
01 Cortrnasim Expkas o8/25120t)9
EXHIBIT "A"
TRACT I:
Lot 7R, Block 3R2R, SOUTHLAKE TOWN SQUARE, PHASE I AND IV, an Addition to the City of
Southlake, Tarrant County, Texas, according to plat recorded in Cabinet A, Slide 11892, Deed Records of
Tarrant County, Texas
TRACT II:
Lot 5, Block 4R1, SOUTHLAKE TOWN SQUARE, PHASE I, an Addition to the City of Southlake,
Tarrant County, Texas, according to plat records in Cabinet A, Slide 10949, Deed Records of Tan-ant
County, Texas.
WHEN RECORDED RETURN TO:
Mark E. Bishop
Kelly Hart & Hallman, LLP
201 Main Street, Suite 2500
Fort Worth, Texas 76102
890178_2.DOC
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MARK E BISHOP r
ON.
KELLY HART & HALLMAN %
201 MAIN ST, STE 2500 rr+r...•
FT WORTH TX 76102
Submitter: RATTIKIN TITLE (OPR)
SUZANNE HENDERSON
TARRANT COUNTY CLERK
TARRANT COUNTY COURTHOUSE
100 WEST WEATHERFORD
FORT WORTH, TX 76196-0401
DO NOT DESTROY
WARNING - THIS IS PART OF THE OFFICIAL RECORD.
Filed For Registration: 08/2012008 03:11 PM
Instrument D208327745
R 3 PGS $20.00
By:
D208327745
ANY PROVISION WHICH RESTRICTS THE SALE, RENTAL OR USE
OF THE DESCRIBED REAL PROPERTY BECAUSE OF COLOR OR
RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW.
Printed by: DS
IRREVOCABLE LICENSE AND PARKING, MANAGEMENT AND USE AGREEMENT
BETWEEN
CITY OF SOUTHLAKE, TEXAS
(Owner)
AND
COUNTY OF TARRANT, TEXAS
(Grantee)
Dated as of .5~ '2008
TABLE OF CONTENTS
1. GRANT OF LICENSE 1
2. DEFINITIONS 2
3. TERM 3
4. CONSIDERATION FOR LICENSE 3
5. INDEMNITY 4
6. RIGHTS UPON DEFAULT 5
7. CERTAIN RIGHTS RESERVED BY OWNER 5
8. AMENDMENT 6
9. SEVERABILITY 6
10. WAIVER 6
11. PARTIES AND SUCCESSORS 7
12. COVENANTS RUN WITH THE PROPERTY 7
13. NOTICE 7
14. CAPTIONS 7
15. NUMBER AND GENDER 7
16. GOVERNING LAW 8
17. ENTIRE AGREEMENT 8
18. TIME OF ESSENCE 8
19. BROKER 8
20. ATTORNEY'S FEES 8
21. FORCE MAJEURE 8
r
IRREVOCABLE LICENSE AND PARKING, MANAGEMENT
AND USE AGREEMENT
This Parking, License, Management and Use Agreement (this 'Agreement') is
entered into as of the q+ - day of eI rvo-r , 2008, between the
CITY OF SOUTHLAKE, TEXAS ("Owner'), and the COUNTY OF TARRANT, TEXAS
("Grantee').
RECITALS
A. Owner and Grantee jointly own and use Town Hall in the City of
Southlake, Texas, for their respective governmental purposes, in accordance with an
Interlocal Agreement dated August 26, 2003. The City's zoning regulations require 221
parking spaces for the use of Town Hall, of which Grantee is responsible for and entitled
to 25 percent of the spaces in accordance with its interest in Town Hall and pursuant to
the Interlocal Agreement.
B. The parties currently have access to parking necessary for the use of
Town Hall through an irrevocable license dated August 26, 2003, obtained from
Southlake Central Venture, a Texas general partnership, Southlake Venture West, L.P.,
a Texas limited partnership, Southlake Venture West II, L.P., a Texas limited
partnership, and Southlake Central Venture II, L.P., a Texas limited partnership, and
recorded at Volume 17206, Page 198, of the Deed Records of Tarrant County, Texas
("Existing License"), which grants to Owner and Grantee the right to park on certain
property located in the vicinity of Town Hall.
C. In accordance with the Development Agreement between Owner and
SLTS Grand Avenue, L.P., a Texas limited partnership ("Phase IV Owner"), Phase IV
Owner has constructed two parking garages located on Block 3R2R, Lot 7R and Block
4R1, Lot 5, respectively, of Phase IV of the Town Square Addition, in the City of
Southlake, Texas, as shown on the attached Exhibit "A" (collectively, "Parking
Improvements'). The Parking Improvements are intended to serve the Owner and
Grantee, and the tenants and visitors to Southlake Town Square.
D. The Development Agreement requires Phase IV Owner to convey the
Parking Improvements to Owner on completion, after which Owner will own and operate
them in accordance with the Parking Garage Property Operating Agreement between
the Owner, Phase IV Owner, and the owners of Phase I of Town Square, dated March
29, 2005 ("Operating Agreement"), with Owner being responsible for a proportion of the
operating expenses associated with the Parking Improvements.
E. Grantee and Owner now desire to enter into this Agreement to
memorialize their agreement relative to the Grantee's use of, and payment for the costs
associated with, the Parking Improvements.
1. GRANT OF LICENSE. (a) Owner grants to Grantee a non-exclusive,
irrevocable license in the Parking Improvements for 55 non-exclusive parking spaces
(the "Parking Spaces') available for use by Grantee. The license shall permit fifty-five
(55) non-exclusive, in common parking spaces to the County of Tarrant anywhere in the
WASouthlake\Agreements\Parking License to Tarrant County 011008.doc Page 1
Parking Improvements, but excluding the ground floor and second floor of each of the
two garages constituting the Parking Improvements. Grantee shall, throughout the term
of the Agreement, offer the non-exclusive, in-common spaces described above at no
charge.
(b) Grantee shall use the Parking solely for the purposes and persons set
forth above.
(c) All rights not granted to Grantee above are hereby specifically reserved by
Owner, it being understood that the right to possession granted hereunder is
nonexclusive.
2. DEFINITIONS.
Agreement means this Agreement between the City of Southlake and the
County of Tarrant.
Agreement Year means each twelve (12) month period during the Term, with
the first Agreement Year commencing on the Commencement Date and ending on the
day prior to the first annual anniversary thereof.
Annual License Fee means, for each applicable Agreement Year, an amount
equal to twenty-five percent (25%) of the difference between the Operating Expenses
paid by Owner and the Annual Maintenance Fee to be paid to Owner in accordance
with the Operating Agreement.
Commencement Date means the date that the Parking Improvements are
conveyed to and accepted by the City.
Grantee means the County of Tarrant, Texas.
Initial Term means the period of beginning on the Commencement Date and
continuing until December 31, 2106.
Operating Expenses means certain expenses actually paid by Owner pertaining
to Owner's operation and maintenance of the Parking Improvements, and shall include,
but not be limited to, the following expenses (including the actual cost of labor
associated therewith): repairs and maintenance, cleaning, landscaping, lighting,
irrigation and utility costs, property insurance and general liability insurance, workers'
compensation insurance and other reasonable and customary expenses to maintain
and operate the Parking Improvements, but shall not include the cost of taxes.
Owner means the City of Southlake, Texas.
Parking Improvements means two parking garages located on Block 3R2R, Lot
7R and Block 4R1, Lot 5, respectively, of Phase IV of the Town Square Addition, in the
City of Southlake, Texas.
Parking Spaces means 55 parking spaces located in either of the two parking
W-\Southlake\Agreements\Parking License to Tarrant County 011008.doc Page 2
garages constituting the Parking Improvements, but excluding the ground floor and
second floor of each of the two garages.
Renewal Term means a 99 year term after the Initial Term.
3. TERM. Subject to the other provisions hereof, this non-exclusive
Irrevocable License, Parking Management and Use Agreement shall be for a term (the
"Initial Term') beginning on the Commencement Date and expiring at midnight,
December 31, 2106.
(b) So long as Grantee needs parking spaces for offices located in Town Hall,
Grantee, by giving notice to Owner, may renew the Agreement for a Renewal Term.
Grantee must give such notice not less than six months prior to the end of the then
current term.
4. CONSIDERATION FOR LICENSE.
(a) As consideration for the irrevocable license granted herein, Grantee
assents to termination of the Existing License effective on the Commencement Date,
agrees to relinquish any rights it may have under the Existing License to park on the
property to which the Existing License applies, and agrees to pay the Annual License
Fee.
(b) Grantee shall pay the Annual License Fee to Owner on or before the 180th
day following the end of each Agreement Year. All Operating Expenses and other
payments which are due under this Agreement shall be made payable to Owner at the
following address:
City of Southlake
1400 Main Street, Suite 460
Southlake, TX 76092
Attn: City Manager
or at such other place as may from time to time be designated in writing by Owner.
(c) By the 90th day after the conclusion of each Agreement Year, Owner shall
furnish to Grantee a statement of Owner's Operating Expenses for the previous
Agreement Year, together with a statement of the Annual Maintenance Fee for that
Agreement Year. Grantee may, at its sole cost and expense, have previous Agreement
Year expenses reviewed and confirmed by an independent accounting firm mutually
acceptable to Owner and Grantee (it being understood that any of the nationally
recognized major independent accounting firms or the Grantee's independent auditor
shall be acceptable). If the review of the accounting firm reveals errors in Owner's
statement in favor of Grantee and aggregating five percent (5%) or more of the actual
amount of the Operating Expenses, then Owner shall, within thirty (30) days of the
accounting firm's report, reimburse to Grantee the cost of the accounting firm's services.
If for any Agreement Year the Annual License Fee collected is in excess of the Annual
License Fee actually due from Grantee for such Agreement Year, then, Owner shall
refund to Grantee any overpayment (or, at Owner's option, apply such amount against
W \Southlake\Agreements\Parking License to Tarrant County 011008.doc Page 3
expense reimbursements or other sums next due or to become due hereunder).
Likewise, Grantee shall pay to Owner, within thirty (30) days of demand, any
underpayment with respect to the applicable Agreement Year, which obligation of
Grantee shall survive the expiration or earlier termination of this Agreement.
5. INDEMNITY.
(a) Indemnity. TO THE EXTENT PERMITTED BY LAW, GRANTEE SHALL
INDEMNIFY, PROTECT, DEFEND AND HOLD HARMLESS OWNER, CITY OF
SOUTHLAKE, AND ITS OFFICERS, EMPLOYEES, SERVANTS, AND AGENTS
(COLLECTIVELY, "OWNER INDEMNITEES") FOR, FROM AND AGAINST ALL
LIABILITIES, CLAIMS, FINES, PENALTIES, COSTS, DEATH OF OR PERSONAL
INJURIES TO PERSONS, DAMAGES TO PROPERTY, LOSSES, LIENS, CAUSES
OF ACTION, SUITS, AND JUDGMENTS (INCLUDING COURT COSTS, AND
REASONABLE ATTORNEYS' FEES), OF ANY NATURE, KIND OR DESCRIPTION,
DIRECTLY OR INDIRECTLY ARISING OUT OF, CAUSED BY, OR RESULTING
FROM (IN WHOLE OR PART) ANY ACT, OMISSION, NEGLIGENCE OR WILLFUL
MISCONDUCT OF GRANTEE OR ANY OF ITS EMPLOYEES, DAMAGE TO
GRANTEE'S PROPERTY, OR THE PROPERTY OF ANY OF ITS EMPLOYEES,
LOCATED IN OR ABOUT THE PARKING IMPROVEMENTS (COLLECTIVELY,
"LIABILITIES"). THE OBLIGATIONS OF GRANTEE UNDER THIS
INDEMNIFICATION SHALL BE LIMITED TO THE SUM OF INSURANCE PROCEEDS
APPLICABLE TO THE LIABILITY IN QUESTION.
(b) Insurance.
(i) Grantee at all times while this Agreement is in effect shall, at its
own expense, keep in full force and effect either a plan of self insurance for worker's
compensation, property casualty and general commercial liability coverages or (A)
worker's compensation insurance, (B) all risk property insurance covering full
replacement value of all of Grantee's personal property, if any, and (C) general
commercial liability insurance in such coverages and amounts as determined by
Grantee from time to time so long as the coverages provide for limits not less than the
maximum limits of the Texas Tort Claims Act, as amended, for any single occurrence.
If Grantee is self insured, the plan of self insurance shall maintain substantially the
same coverages as required herein. Owner and its designated property management
firm, if any, shall be named as additional insureds on each of said policies or plans
(excluding the worker's compensation policy) and each of said policies shall also include
a waiver of subrogation in favor of Owner and provide that County's coverage shall be
primary and non-contributory from the Owner. Grantee hereby waives its right of
recovery against any Owner Indemnitee of any amounts paid by Grantee or on
Grantee's behalf to satisfy applicable worker's compensation laws. Grantee shall
submit to the Owner executed certificates showing the material terms on the
Commencement Date and upon renewals of such policies.
(ii) OWNER SHALL NOT BE RESPONSIBLE FOR AND GRANTEE
HEREBY WAIVES ALL CLAIMS ARISING OR ALLEGED TO ARISE FROM THEFT OF
OR DAMAGE TO ANY VEHICLES OCCUPYING THE PARKING IMPROVEMENTS OR
WASouthlakeWgreements\Parking License to Tarrant County.011008.doc Page 4
THE CONTENTS OF SUCH VEHICLES.
(iii) Grantee's occupancy of the Parking Improvements without
delivering the certificates of insurance shall not constitute a waiver of Grantee's
obligations to provide the required coverages. If Grantee provides to Owner a certificate
that does not evidence the coverages required herein, or that is faulty in any respect,
such shall not constitute a waiver of Grantee's obligations to provide the proper
insurance.
6. RIGHTS UPON DEFAULT.
(a) Events of Default by Grantee. The following events shall be deemed to be
events of default (herein so called) by Grantee under this Agreement: (i) Grantee shall
fail to pay the Annual License Fee or any other sums payable by Grantee hereunder
when due, or (ii) fail to comply with or observe any other provision of this Agreement,
and such failure shall continue for a period of sixty (60) days after delivery to Grantee of
written notice of such failure, or if such breach is not reasonably susceptible of cure
within such 60 day period and the Grantee has commenced and is pursuing the cure of
same, the Grantee may utilize an additional 60 days.
(b) Owner's Remedies. Upon the occurrence of any event of default and the
expiration of any applicable notice and cure period specified in this Agreement, Owner
may, upon 30 days' written notice, exercise or pursue any or all remedies available at
law, in equity, or otherwise, including, without limitation, termination of this Agreement;
provided, however, the parties shall first negotiate the resolution of such matter in good
faith for no less than thirty (30) days.
(c) Owner's Default: Grantee's Remedies. In the event that the Owner
breaches any of the terms or conditions of this Agreement, then the Owner will be in
default under this Agreement, in which event the Grantee shall give the Owner written
notice of such default. If the Owner has not cured such default within 60 days of the
written notice, or if the Owner does not commence to cure such default within said 60
day period and thereafter diligently proceed with its efforts to cure the same, then
Grantee, upon 30 days' notice, shall be entitled to exercise any right or remedy
available to it at law or in equity, including without limitation, an action for damages.
(d) Remedies Cumulative. All rights and remedies of both parties as set forth
herein or existing at law or in equity are cumulative and the exercise of one or more
rights or remedies shall not be taken to exclude or waive the right to the exercise of any
other.
(e) Interest Payable on Late Payments. Any payment due under this
Agreement not paid within thirty (30) days after the date herein specified to be paid shall
bear interest from the date such payment is due to the date of actual payment at the
rate of six percent (6%) per annum.
7. CERTAIN RIGHTS RESERVED BY OWNER. Owner shall have the
following rights:
W-\Southlake\Agreements\Parking License to Tarrant County 011008.doc Page 5
(a) Alterations. To decorate and to make repairs, alterations, additions,
changes or improvements, whether structural or otherwise, in, about or on the Parking
Improvements, or any part thereof, including, but not limited to, changing the
arrangement, location and/or size of entrances or passageways, doors and doorways,
and corridors, elevators, stairs, toilets (if any) or other parts of the Parking
Improvements and to change, alter, relocate, remove or replace parking spaces,
driveways and aisles in the Parking Improvements; and to otherwise alter or modify the
Parking Improvements and, during the continuance of any such work, to take such
measures for safety or for the expediting of such work as may be required, in Owner's
judgment, all without affecting any of Grantee's obligations hereunder so long as Owner
provides 55 parking spaces for Grantee's use and Owner has given Grantee notice as
provided in Section 15 hereof. Owner shall construct any such improvements or
modifications in accordance with all applicable laws, regulations and ordinances.
(b) Rules and Regulations. To establish and amend from time to time
reasonable rules and regulations governing the use of and parking within the Parking
Improvements.
(c) Signs. To prohibit (i) all signs, posters, advertisements, or notices from
being painted or affixed or displayed on any portion of the Parking Improvements, and
(ii) the solicitation of goods, services, or other items, either through individual contact or
the distribution of flyers on vehicles or otherwise within the Parking Improvements.
(d) Security Measures. To take all such reasonable measures as Owner may
deem advisable for the security of the Parking Improvements and its occupants;
provided however, Owner shall have no liability to Grantee, or their respective
employees, for loss of property or personal injury except to the extent caused by
Owner's gross negligence or willful misconduct. Grantee shall cooperate in Owner's
efforts to maintain security in the Parking Improvements and shall follow all rules and
regulations reasonably promulgated by Owner with respect thereto.
(e) Minimal Interference. Owner shall use all reasonable efforts to minimize
the interference to Grantee, its employees and visitors resulting from the exercise of the
rights reserved pursuant to Sections 8 (a), (b), and (d).
8. AMENDMENT. Any agreement hereafter made between Owner and
Grantee shall be ineffective to modify, release, or otherwise affect this Agreement, in
whole or in part, unless such agreement is in writing and signed by both parties.
9. SEVERABILITY. If any term or provision of this Agreement shall to any
extent be held invalid or unenforceable, the remaining terms and provisions (including
the unaffected portion of the invalid or unenforceable provision) of this Agreement shall
not be affected thereby and shall be valid and enforceable to the fullest extent permitted
by law.
10. WAIVER. The failure of either party to this Agreement to complain of any
action, non-action, or default of the other party shall not constitute a waiver of any of
such party's rights under this Agreement. Waiver by either party to this Agreement of
any right for any default of the other party shall not constitute a waiver of any right for
W\Southlake\Agreements\Parking License to Tarrant County 011008.doc Page 6
either a prior or subsequent default of the same obligation or for any prior or subsequent
default of any other obligation. No right or remedy of either party under this Agreement
or covenant, duty, or obligation of either party under this Agreement shall be deemed
waived by the other party to this Agreement unless such waiver is in writing and signed
by the waiving party.
11. PARTIES AND SUCCESSORS. Subject to the limitations and conditions
set forth elsewhere herein, this Agreement shall bind and inure to the benefit of the
respective heirs, legal representatives, successors, and assigns of the parties hereto.
12. COVENANTS RUN WITH THE PROPERTY. The provisions of this
Agreement are hereby declared covenants running with the property and are fully
binding on the Owner and the Grantee and each and every subsequent owner or
assignee of all or any portion of the property and shall be binding on all successors,
heirs, and assigns of the Owner which acquire any right, title, or interest in or to the
property, or any part hereof, thereby agrees and covenants to abide by and fully
perform the provision of this Agreement with respect to the right, title or interest in such
Property. A copy of this Agreement shall be recorded in the Real Property Records of
Tarrant County.
13. NOTICE. All notices, requests and communications under this Agreement
shall be given in writing, addressed to Owner or Grantee at their respective address set
forth below and either (i) hand delivered, (ii) sent by telecopy or a nationally recognized
overnight courier service, or (iii) mailed by registered or certified mail, return receipt
requested, postage prepaid.
To Owner: City of Southlake, Texas
1400 Main Street, Suite 460
Southlake, TX 76092
Attn: City Manager
To Grantee: County of Tarrant
100 East Weatherford
Fort Worth, TX 76196
Attn: County Administrator
Any notice under or pursuant to this Agreement and given in accordance with this
Section shall be deemed received upon the earlier of (1) actual receipt, (2) if mailed,
three (3) days after deposit in an official depository of the United States Postal Service,
(3) if sent by a nationally recognized overnight courier service, the first business day
after delivery to such service, and (4) if sent by telecopy, the day of the telecopy. Any
party may change its address for notice purposes by sending the other party a notice of
the new address.
14. CAPTIONS. The captions in this Agreement are inserted only as a matter
of convenience and for reference and they in no way define, limit, or describe the scope
of this Agreement or the intent of any provision hereof.
15. NUMBER AND GENDER. All genders used in this Agreement shall
W-\Southlake\Agreements\Parking License to Tarrant County 011008.doc Page 7
include the other genders, the singular shall include the plural, and the plural shall
include the singular, whenever and as often as may be appropriate.
16. GOVERNING LAW. THE VALIDITY, ENFORCEABILITY,
INTERPRETATION, AND CONSTRUCTION OF THIS AGREEMENT SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF TEXAS (WITHOUT REGARD TO
CONFLICT OF LAW RULES) AND THE LAWS OF THE UNITED STATES
APPLICABLE TO TRANSACTIONS IN TEXAS. ALL OBLIGATIONS OF THE PARTIES
CREATED HEREUNDER ARE TO BE PERFORMED, AND EXCLUSIVE VENUE
SHALL LIE, IN TARRANT COUNTY, TEXAS.
17. ENTIRE AGREEMENT. This Agreement, including all exhibits which may
be attached hereto (which exhibits are hereby incorporated herein and shall constitute a
portion hereof), contains the entire agreement between Owner and Grantee with
respect to the subject matter hereof. Further, the terms and provisions of this
Agreement shall not be construed against or in favor of a party hereto merely because
such party is the "Owner" or the "Grantee" hereunder or such party or its counsel is the
drafter of this Agreement.
18. TIME OF ESSENCE. Time is of the essence of this Agreement and each
and all of its provisions in which performance is a factor.
19. BROKER. Each of Grantee and Owner represents and warrants to the
other that it has not been represented by any broker or agent in connection with the
negotiation or execution of this Agreement. Each of Grantee and Owner shall indemnify
and hold harmless the other and its respective officers, employees, directors, partners,
employees, and agents from and against all claims (including costs of defending against
and investigating such claims) of any broker or agent or similar party claiming by,
through or under the indemnifying party in connection with this Agreement.
20. ATTORNEY'S FEES. In the event Grantee or Owner defaults in the
performance of any of the terms, agreements or conditions contained in this Agreement
and the enforcement of this Agreement, or any part thereof, is placed in the hands of
any attorney who files suit upon the same, the nonprevailing party shall pay the reasonable
attorney's fees, expenses and costs of the prevailing party, as provided by Section
271.159 of the Texas Local Government Code.
21. FORCE MAJEURE. If either party is unable to perform any obligation
under this Agreement due to unavailability of materials or equipment, strikes or other
labor difficulties, governmental restrictions, casualties or other causes beyond such
party's reasonable control, such obligation shall be stayed for the duration of such
condition. Except as otherwise expressly provided in this Agreement, this paragraph
shall not affect or postpone the payment of the Annual License Fee or other amounts
due pursuant to this Agreement.
W-\SouthlakeWgreements\Parking License to Tarrant County 011008.doc Page 8
EXECUTED as of tl~e date hereinabove first set forth.
OWNER: CITY OF SOUTHLAKE, TEXAS
Attest:
` ~ cracrrQr~`s
City Secretary p ,
' Mayor
`A,.•°'~ °
'0. .
GRANTEE: COUNTY OF TARRANT
Y '000...
Attest:
off I
County Clerk County Judge
WASouthlakeWgreements\Parking License to Tarrant County.011008.doc Page 9
EXHIBIT "A"
PARKING IMPROVEMENTS
Sheet 1: Block 3R2R, Lot 7R, SOUTHLAKE TOWN SQUARE, PHASE I and IV, an
addition to the City of Southlake, Tarrant County, Texas, as shown on the
plat recorded in Cabinet A, Slide 11892, Deed Records of Tarrant County,
Texas.
Sheet 2. Block 4R1, Lot 5, SOUTHLAKE TOWN SQUARE, PHASE I, an Addition to
the City of Southlake, Tarrant County, Texas, as shown on the plat
recorded in Cabinet A, Slide 10959, Deed Records of Tarrant County,
Texas
W-\Southlake\Agreements\Parking License to Tarrant County 011008.doc Page 10
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MS LORI FARWELL tCITY SECRETARY, CITY OF SOUTHLAKE . 1400 MAIN ST, STE 270
SOUTHLAKE TX 76092
Submitter: RATTIKIN TITLE (OPR)
SUZANNE HENDERSON
TARRANT COUNTY CLERK
TARRANT COUNTY COURTHOUSE
100 WEST WEATHERFORD
FORT WORTH, TX 76196-0401
DO NOT DESTROY
WARNING - THIS IS PART OF THE OFFICIAL RECORD.
Filed For Registration: 08120/2008 03:11 PM
Instrument D208327746
16 PGS $72.00
By:
--gill 1111111111111111111
D208327746
ANY PROVISION WHICH RESTRICTS THE SALE, RENTAL OR USE
OF THE DESCRIBED REAL PROPERTY BECAUSE OF COLOR OR
RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW.
Printed by: DS
"["G COY -G ~1- G $-7
LICENSE AGREEMENT
This License Agreement (this "Agreement") is made among the CITY OF SOUTHLAKE, a
Texas municipal corporation ("Licensor") and SOUTHLAKE TOWN SQUARE ASSOCIATION, INC.
("Licensee") effective as of August 20, 2008.
WHEREAS, Licensor is the owner of the following described property (the "Property"):
Lot 7R, Block MR, SOUTHLAKE TOWN SQUARE, PHASE I and.
IV, an addition to the City of Southlake, Tarrant County, Tex
according to plat recorded in Cabinet A, Slide 11892 of the Plat Recors c
of Tarrant County, Texas, and cT
O 1-
Lot 5, Block 4R1, SOUTHLAKE TOWN SQUARE, PHASE I, an rn
-13
Addition to the City of Southlake, Tarrant County, Texas, according tQ
plat recorded in Cabinet A, Slides 10949, 10950, 10951 and 10952 of the 7, i. ca
Plat Records of Tarrant County, Texas; and = x
N i1
WHEREAS, Licensee desires to exercise certain rights and privileges on the Property; "
NOW, THEREFORE, for good and valuable consideration, which the parties hereto
acknowledge receiving, the parties hereto hereby agree as follows:
1. Licensee shall have the right to install, use, operate, repair, maintain, and replace the
trash dumpster(s) and/or trash compactor(s) in the locations on the Property shown as the shaded areas on
EXHIBIT "A" attached hereto and incorporated by reference herein ("License Area"). Licensee shall
maintain the License Area in a good and clean condition at all times, and shall promptly repair any
damage to the Property, including, but not limited to, the License Area, resulting from the Licensee's
exercise of the license under this Agreement. Licensee shall use only the Common Access, Emergency
Access, Drainage, and Utility Easements shown on the plats recorded in Cabinet A, Slides 11892 and
11893 and in Cabinet A, Slides 10949 through 10952 of the Real Property Records of Tarrant County,
Texas to access the License Area, and Licensee shall not be entitled to use any portion of the Property that
is not included in the access area for purposes of accessing dumpsters and/or trash compactors.
2. LICENSEE EXPRESSLY AGREES TO FULLY AND COMPLETELY DEFEND,
INDEMNIFY, AND HOLD HARMLESS LICENSOR, ITS COUNCIL MEMBERS, EMPLOYEES
AND ATTORNEYS AND THEIR SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE
"INDEMNIFIED PARTIES") AGAINST ANY AND ALL CLAIMS, DAMAGES, LAWSUITS,
LIABILITIES, JUDGMENTS, COSTS, AND EXPENSES INCLUDING, WITHOUT
LIMITATION, REASONABLE FEES AND EXPENSES OF ATTORNEYS, EXPERT
WITNESSES AND OTHER CONSULTANTS, FOR BODILY INJURY (INCLUDING DEATH),
PROPERTY DAMAGE (INCLUDING, BUT NOT LIMITED TO, DAMAGE TO LICENSOR'S
PROPERTY) OR OTHER HARM, DAMAGES OR LIABILITY FOR WHICH RECOVERY OF
DAMAGES IS SOUGHT, SUFFERED BY ANY PERSON OR PERSONS, THAT MAY ARISE
OUT OF OR BE OCCASIONED BY ANY NEGLIGENT, GROSSLY NEGLIGENT,
WRONGFUL, OR STRICTLY LIABLE ACT OR OMISSION OF LICENSEE AND/OR ITS
AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, LICENSEES, OR INVITEES
IN CONNECTION WITH THE LICENSEE'S LICENSE UNDER THIS AGREEMENT. THE
INDEMNITY CONTAINED IN THIS PARAGRAPH WILL NOT BE LIMITED BY
COMPARATIVE RESPONSIBILITY STATUTES AND WILL APPLY EVEN IF ANY SUCH
LIABILITIES, CLAIMS, DEMANDS, ASSERTIONS, CAUSES OF ACTION, PENALTIES,
9633585
COSTS, OR DAMAGES ARISE IN WHOLE OR IN PART FROM THE ORDINARY
NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE INDEMNIFIED PARTIES, BUT
WILL NOT APPLY TO THE EXTENT THAT SUCH LIABILITIES, CLAIMS, DEMANDS,
ASSERTIONS, CAUSES OF ACTION, PENALTIES, COSTS, OR DAMAGES ARISE IN
WHOLE OR IN PART FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF
ANY OF THE INDEMNIFIED PARTIES, PROVIDED, HOWEVER, THAT ANY ALLEGATION
OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT WILL NOT ALLEVIATE THE
OBLIGATION OF LICENSEE TO DEFEND ANY OF THE INDEMNIFIED PARTIES FROM
ANY CLAIMS, DEMANDS, ASSERTIONS, OR CAUSES OF ACTION UNTIL AND UNLESS A
FINAL JUDGMENT DETERMINING THAT SUCH INDEMNIFIED PARTY HAS IN FACT
COMMITTED SUCH GROSS NEGLIGENCE AND/OR WRONGFUL MISCONDUCT.
NOTHING CONTAINED IN THIS PARAGRAPH 2 SHALL BE CONSTRUED AS A WAIVER
OF ANY GOVERNMENTAL IMMUNITY DEFENSE THAT MAY BE ASSERTED BY ANY OF
THE INDEMNIFIED PARTIES OR OTHERWISE PREVENT LICENSEE FROM RAISING
SUCH DEFENSE ON BEHALF THE INDEMNIFIED PARTIES IN ANY CLAIM, DEMAND,
ASSERTION, OR CAUSE OF ACTION COVERED BY THE INDEMNIFICATION UNDER
THIS PARAGRAPH 2. This provision is solely for the benefit of Licensee and the Indemnified Parties
and is not intended to create or grant any rights, contractual or otherwise, in or to any other person. This
indemnification shall survive the termination of this Agreement.
3. Licensee agrees to maintain, or cause to be maintained, commercial general liability
insurance covering the proposed use and occupancy of the License Area . The amount of such insurance
shall be not less than the following:
Property damage, per occurrence $100,000
Bodily Injury or death, per occurrence $500,000
Licensor shall have the right to adjust the required minimum insurance coverages from time to
time to provide for limits not less than the maximum limits of the Texas Tort Claims Act.
The liability insurance policy shall name Licensor, its employees and officers as additional
insureds, shall be primary and non-contributory as to Licensor, and shall provide that the policy may not
be cancelled without written notice of intent to cancel being sent to Licensor by the insurer at least thirty
(30) days prior to such intended cancellation. Licensee shall provide to Licensor proof of such insurance
coverages. The amount of all required insurance policies is not deemed to be a limitation on Licensee's
agreement to indemnify and hold harmless Licensor.
4. All notices, demands, or other communications that may be necessary or proper
hereunder shall be in writing and shall be deemed to be delivered: (i) when received, if delivered by
hand, (ii) upon deposit with a nationally recognized overnight courier service (costs prepaid), (iii) when
transmitted, if telecopied or (iv) two (2) days following deposit of same in a U.S. Postal Service
receptacle, if sent by mail, postage prepaid, as registered or certified mail, return receipt requested,
addressed as follows:
Licensor: City of Southlake
1400 Main Street, Suite 460
Southlake, Texas 76092
Attention: City Manager
Fax # 817-748-8010
Phone # (817) 748-8003
9633585 2
With copies to: Taylor Olson Adkins Sralla Elam, L.L.P.
6000 Western Place, Suite 200
Fort Worth, Texas 76107-4654
Attention: E. Allen Taylor
Fax # (817) 332-4740
Phone # (817) 332-2580; and
Decker, Jones, McMackin, McClane, Hall & Bates, P.C.
Burnett Plaza, Suite 2000
801 Cherry Street, Unit #46
Fort Worth, Texas 76102
Attention: Gary M. Moates
Fax # (817) 336-2181
Phone # (817) 336-2400
Licensee: Southlake Town Square Association, Inc.
c/o Cooper & Stebbins
1256 Main Street, Suite 240
Southlake, Texas 76092
Attention: Frank Bliss
Fax # (817) 251-8717
Phone # (817) 329-8400
With copies to: Kelly, Hart & Hallman
201 Main Street, Suite 2500
Fort Worth, TX 76102
Attention: Mark Bishop
Fax # (817) 878-9714
Phone # (817) 878-3514
Any party hereto may change its address for notice purposes hereunder by delivering written notice
thereof to the other parties in accordance with the foregoing. Rejection or refusal to accept, or the
inability to deliver because of a changed address of which no notice was given shall not affect the validity
of notice given in accordance with this section.
5. This Agreement shall inure to the benefit of and be binding upon the parties hereto and
their respective successors and assigns.
6. This Agreement may be executed in multiple original counterparts, each of which shall
be an original, but all of which shall constitute one and the same Agreement.
7. This Agreement shall supersede any prior agreements between Licensor and Licensee
relating to the trash dumpsters.
8. The failure of either party to insist, in any one or more instances, on the performance of
any of the terms, covenants or conditions of this Agreement, or to exercise any of its rights, shall not be
construed as a waiver or relinquishment of such term, covenant or right with respect to further
performance.
9. The prevailing party in the adjudication of any proceeding relating to this Agreement
shall be authorized to recover its reasonable and necessary attorney's fees pursuant to Sec. 271.159 of the
Texas Local Government Code.
9633585 3
WITNESS the execution hereof, effective as of the date first set forth above.
CITY OF SOUTHLAKE, TEXAS
By:
The Honors a Andy Wambsganss, Mayor
SOUTHLAKE TOWN SQUARE ASSOCIATION, INC.
a Texas non-profit corporation
By: _7j 75 Y-
Name: ~Rwrv N S3:E6@,N5
Title: brcxiA
9633585 4
STATE OF TEXAS §
COUNTY OF 7"~ §
BEFORE ME, the undersigned authority in and for % County, Texas, on this
day personally appeared known to me to be the person and officer
whose name is subscribed tot foregoin nstrument and acknowled me that he is the Mayor of
the City of Southlake, and that he is authorized to execute the forego' g instru nt as the act of such City
for the purposes and consideration therein expressed, and in the cl ein s ted.
GIVE UNDER MY HAND AND SEAL O this a PFD day of
2008.
Not 1' for the State of Texas
.)EU tsitA:S ~K
"'n Fit
THE STATE OF TEXAS §
COUNTY OF TArZg q• -r § AvyyvS{-
This instrument was acknowleff,'McAv d by me on this day of I~fi, 2008, by
r !,,,Q. e-66i4% r- of Southlake Town Square
Association, Inc., a Texas corporation, on behalf of s ch corporation.
SANDRA K. HUFFMAN Notary Public for the State of Te
r . Notary Public
Stt.ta of Texas
COMM. 'Y'Pires 07.10.201Q .
9633585 5
EXHIBIT "A"
LICENSE AREA
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9633585
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9633595
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MS LORI FARWELL S.,
CITY SECRETARY, CITY OF SOUTHLAKE f
1400 MAIN ST, STE 270
SOUTHLAKE TX 76092
Submitter: RATTIKIN TITLE (OPR)
SUZANNE HENDERSON
TARRANT COUNTY CLERK
TARRANT COUNTY COURTHOUSE
100 WEST WEATHERFORD
FORT WORTH, TX 76196-0401
DO NOT DESTROY
WARNING - THIS IS PART OF THE OFFICIAL RECORD.
Filed For Registration: 08120/2008 03:11 PM
Instrument D208327747
A 8 PGS $40.00
By:
11111111 IN 1111111111111111111111111111111111111111 IN IN
D208327747
ANY PROVISION WHICH RESTRICTS THE SALE, RENTAL OR USE
OF THE DESCRIBED REAL PROPERTY BECAUSE OF COLOR OR
RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW.
Printed by: DS
AGREEMENT REGARDING SOUTHLAKE TOWN SQUARE
GRAND AVENUE PARKING GARAGES
This Agreement Regarding Southlake Town Square Grand Avenue Parking Garages (this
"Agreement") is made among SLTS GRAND AVENUE, L.P., a Texas limited partnership ("SLTS
Grand I"), SLTS GRAND AVENUE II, L.P., a Texas limited partnership ("SLTS Grand II"), TOWN
SQUARE VENTURES, L.P., an Illinois limited partnership ("TSV"), TOWN SQUARE VENTURES
II, L.P., a Texas limited partnership ("TSVII"), SOUTHLAKE TOWN SQUARE ASSOCIATION,
INC, a Texas non-profit corporation ("Association"), SLTS LAND, L.P., a Texas limited partnership,
("SLTS La n&') and the CITY OF SOUTHLAKE, TEXAS, a municipal corporation ("City") effective
as of thg" d y of August, 2008.
WHEREAS, SLTS Grand I, TSV, TSVII and the City entered into that certain Parking Garage
Operating Agreement dated March 29, 2005, filed for record under Clerk's File No. D205247579, as
amended by that certain First Amendment to Parking Garage Property Operating Agreement dated
September 6, 2005, filed of record under Clerk's File No D204399572 of the Real Property Records of
Tarrant County, Texas (the "Operating Agreement").
WHEREAS, the City, the Board of Directors of the Reinvestment Zone Number One, City of
Southlake established by Ordinance No. 682 adopted on September 23, 1997 (the "TIF") and SLTS
Grand I entered into that certain Development Agreement dated May 3, 2005 (the "Development
Agreement");
WHEREAS, Section 3 of the Development Agreement obligates the City to make a payment in
the amount of approximately $6,520,000.00 to SLTS Grand I (the "Payment"); however, Section 2G of
the Development Agreement requires that, prior to the City's becoming obligated to make the Payment,
SLTS Grand I perform certain obligations and that certain conditions occur (collectively, the
"Obligations and Conditions");
WHEREAS, the Obligations and Conditions include, at Section 2H of the Development
Agreement, the obligation of SLTS Grand I to convey to the City by Special Warranty Deed, in the form
attached to the Development Agreement as Exhibit "F", conveying good and marketable title in fee
simple, free and clear of any and all liens, encumbrances, conditions, assessments, and restrictions other
than as provided in said Section 2H and such other exceptions as may be approved in writing by the City,
the following tracts of land:
Lot 7R, Block 3R2R, SOUTHLAKE TOWN SQUARE, PHASE I and IV, an addition to
the City of Southlake, Tarrant County, Texas, according to plat recorded in Cabinet A,
Slide 11892 of the Plat Records of Tarrant County, Texas; and
Lot 5, Block 4R1, SOUTHLAKE TOWN SQUARE, PHASE I, an addition to the City of
Southlake, Tarrant County, Texas, according to plat recorded in Cabinet A, Slides 10949,
10950, 10951, and 10952 of the Plat Records of Tarrant County, Texas,
(collectively, the "Parking Garage Property") upon which are situated two elevated parking garages
(the "Parking Garages");
WHEREAS, the Parking Garage Property is abutted in certain areas, and the Adjacent Property
is encumbered, by certain easements identified as Common Access, Emergency Access, Drainage, and
Utility Easements ("CAEADUEs") pursuant to the plats recorded in Cabinet A, Slides 11892 and 11893
and in Cabinet A, Slides 10949 through 10952 of the Real Property Records of Tarrant County, Texas
(the "Plats");
WHEREAS, SLTS Grand I, TSV, TSVII, and Hobbs & Curry Family Limited Partnership, an
Arkansas limited partnership, entered into that certain Second Amended and Restated Declaration of
Covenants, Restrictions, and Easements for Southlake Town Square dated October 18, 2006, recorded as
Instrument No. D206334031 in the Real Property Records of Tarrant County, Texas, ("Declaration");
WHEREAS, SLTS Grand 11 is the successor-in-title to SLTS Grand 1, with respect to certain
parcels of real property, and improvements thereon, located in Southlake Town Square, City of Southlake,
Tarrant County, Texas, as more particularly described on EXHIBIT "A" attached hereto and
incorporated herein by reference ("Adjacent Property"), which is adjacent to the Parking Garage
Property;
WHEREAS, certain architectural elements of the Parking Garages encroach onto portions of the
Adjacent Property (the "Encroached Portions of the Adjacent Property"), as described and shown on
EXHIBIT "B" attached hereto and incorporated herein by reference (collectively, the
"Encroachments");
WHEREAS, Section 7.4(a) of the Declaration provides that in order to accommodate any
building improvements which may inadvertently be constructed beyond a Parcel's boundary line, each
Owner grants to each Owner owning an adjacent Parcel an easement, not to exceed a maximum lateral
distance of six inches (6") inches, in, to, over, under, and across that portion of the grantor's Parcel
immediately adjacent to such common boundary line for the maintenance and replacement of such
building improvements, if, and only if, such easement area is not occupied by a then-existing structure;
WHEREAS, the Association as the party responsible for enforcing the terms of the Declaration,
has acknowledged the easement for the Encroachments and waived any and all rights to pursue any action
under the Declaration to force the removal of the Encroachments or to otherwise seek damages from or
against the City as a result of the Encroachments;
WHEREAS, two of the Encroachments each have a lateral distance of 0.8' (approx. 9.6");
WHEREAS, SLTS Grand 11 has not heretofore waived its right to recover damages resulting
from the Encroachments, as mentioned in Section 7.4(c) of the Declaration;
WHEREAS, pursuant to the Section 3.5(a) of the Declaration at such time as the Parking
Garages are transferred to the City, the Parking Garage Property so conveyed to the City and the
improvements located thereon shall no longer be subject to the terms and provisions of the Declaration;
WHEREAS, following SLTS Grand I's conveyance of the Parking Garage Property to the City,
the City will exercise efforts to acquire fee simple title to the Encroached Portions of the Adjacent
Property and may elect to re-plat the Parking Garages in conjunction therewith;
WHEREAS, due to the inherent nature of the Southlake Town Square project, which involves
multiple ownerships and funding arrangements accomplished in interrelated agreements, it is impractical
prior to the execution of this Agreement for the City to acquire fee simple title and for SLTS Grand II to
obtain ratifications and releases from the lienholders on the Encroached Portions of the Adjacent Property
(including any re-plat of the Parking Garages);
WHEREAS, the City is unwilling to make the Payment or to accept the conveyance of the
Parking Garage Property without execution of this Agreement; and
Agreement Regarding Southlake Town Square Grand Avenue Parking Garages
2
WHEREAS, to expedite the conveyance of the Parking Garage Property, the City agrees that
following the execution and delivery of this Agreement, the City will pay the Payment to SLTS Grand I
upon the conveyance of the Parking Garage Property to the City, conveying title thereto in accordance
with Chicago Title Insurance Company's Commitment for Title Insurance issued by Rattikin Title
Company under GF No. 07-03582 to the City on August 18, 2008, effective August 4, 2008, which is
incorporated herein by reference, with all Schedule C items satisfied; provided, however, in addition to
monies held back under that certain Escrow Agreement Regarding Repairs between SLTS Grand I and
the City, the City will hold back $250,000.00 of the Payment ("Payment Holdback") to secure SLTS
Grand I's reimbursement to the City of the actual out-of-pocket expenses and costs incurred by the City to
acquire fee simple title to the Encroached Portions of the Adjacent Property;
NOW, THEREFORE, for good and valuable consideration, which the parties hereto
acknowledge receiving, the parties hereto hereby agree as follows:
1. SLTS Grand Il, on behalf of itself and its successors and assigns, hereby (a) irrevocably
grants to the City perpetual and exclusive easements over the Encroached Portions of the Adjacent
Property to accommodate the existence of each of the Encroachments for the benefit of the City, its
successors and assigns, and of the Parking Garage Property and (b) waives and releases all past, present,
and future claims against the City, its successors and assigns, relating to or arising from the existence of
the Encroachments.
2. SLTS Grand 1, SLTS Grand 11, TSV, TSVII, and the Association each hereby
acknowledges and agrees that (a) the City, its successors and assigns, are beneficiaries of the easements
created by the CAEADUEs and that such easements are irrevocable and perpetual and cannot be relocated
or terminated without the prior written consent of the City, or its successors and assigns, which may be
withheld in the sole discretion of the City, or its successors and assigns and (b) the City, its successors
and assigns, will not be deprived of full, complete, unrestricted access to the Parking Garage Property via
the CAEADUEs and the Adjacent Property without the prior written consent of the City, its successors
and assigns, which may be withheld in the sole discretion of the City or its successors and assigns.
3. SLTS Grand I, SLTS Grand 11, TSV, TSVII, and the Association each hereby (a)
irrevocably designates the City, its successors and assigns, as their Permittees, as defined in Section 1.2(t)
of the Declaration; (b) acknowledges and agrees that the City, its successors and assigns, as Permittees
under the Declaration, shall have the easement rights set forth in Section 7.3 of the Declaration on and
over the Adjacent Property for the purpose of performing the operation and maintenance of the Parking
Garages, including but not limited to repairs and the other items set forth in Section 3.5(a) of the
Declaration (collectively, the "Garage Operation and Maintenance"), which rights shall be irrevocable
and perpetual and cannot be relocated or terminated without the prior written consent of the City, or its
successors and assigns, which may be withheld in the sole discretion of the City or its successors and
assigns; and (c) acknowledges and agrees that the City, its successors and assigns, will not be deprived of
full, complete, unrestricted access to the Parking Garage Property over and across the Adjacent Property
for the purpose of performing the Garage Operation and Maintenance without the prior written consent of
the City, or its successors and assigns, which consent may be withheld in the sole discretion of the City or
its successors and assigns.
4. SLTS Grand 1, SLTS Grand II, TSV, TSVII, and the Association each hereby represents
and warrants on its own behalf to the City, its successors and assigns, that it has the authority, without the
joinder or approval of another person or entity (including, but not limited to, any approval under any
liens, easements, restrictions or encumbrances on the Adjacent Property) to enter into this Agreement.
Agreement Regarding Southlake Town Square Grand Avenue Parking Garages
3
5. SLTS Grand I hereby represents and warrants to the City, its successors and assigns, that
the attached EXHIBIT "B" is a faithful and accurate representation of all encroachments of the Parking
Garages onto the Adjacent Property, whether known to the City or not.
6. SLTS Grand I, SLTS Grand II, TSV and TSVII each hereby represents and warrants on
its own behalf to the City, its successors and assigns, that the provisions of Paragraphs 5.A.2 - 5 of the
Operating Agreement have been fully performed as of the date of this Agreement, pursuant to which each
has: (a) included provisions in leases entered into after November 16, 2004, and contracts for sale of any
property located within the Project requiring tenants, owners and subsequent owners to (i) restrict
employees from parking in parking spaces on the first and second floor of the Parking Garages and (ii)
comply with the City's rules and regulations, including those governing the Parking Garages; (b) not
imposed a fee for parking in the Parking Garages; (c) not guaranteed or reserved parking spaces in the
Parking Garages; and (d) amended the Declaration to include provisions consistent with the above.
7. SLTS Grand I hereby acknowledges and agrees that the City may charge for parking
within the Parking Garages after the termination of the TIF.
8. SLTS Grand I hereby represents and warrants to the City, its successors and assigns, that
all of the Obligations and Conditions, except as expressly modified by this Agreement, have been fully
performed and have fully occurred as of the date of this Agreement.
9. Following SLTS Grand I's conveyance of the Parking Garage Property to the City, the
City shall exercise efforts to acquire fee simple title to the Encroached Portions of the Adjacent Property
("Acquisition Efforts"). SLTS Grand II and the City hereby agree and stipulate that, without prejudice
to any other party that may have an interest, the total fair market value of the fee simple title to the
Encroached Portions of the Adjacent Property unencumbered by any monetary lien is $25.50 per square
foot of land area. SLTS Grand I shall reimburse the City for the actual, out-of-pocket expenses and costs
incurred or paid by the City in connection with the Acquisition Efforts, including, without limitation,
attorney's fees and the purchase price or award paid for the Encroached Portions of the Adjacent
Property, within twenty (20) days after SLTS Grand I's receipt of an itemized invoice evidencing the
amount owed, together with a description of the expenses and costs. If such invoice has not been paid by
SLTS Grand I within such 20-day period, the City may pay such invoice by deducting the amount owed
to the City from the Payment Holdback. The deduction of all funds in the Payment Holdback will not
relieve SLTS Grand I of its obligations to pay the City any excess amounts due under this Section 9.
Upon the successful completion of the Acquisition Efforts, if the amount of the Payment Holdback is
greater than the actual, out-of-pocket expenses and costs incurred or paid by the City in connection with
the Acquisition Efforts, then the City shall promptly refund the difference to SLTS Grand 1.
10. SLTS Grand I and SLTS Grand II shall reasonably cooperate with the City in the
Acquisition Efforts.
11. SLTS GRAND I HEREBY AGREES TO INDEMNIFY, PROTECT, DEFEND AND
HOLD HARMLESS THE CITY, ITS COUNCIL MEMBERS, EMPLOYEES AND ATTORNEYS AND
THEIR SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE "INDEMNIFIED PARTIES") FROM
AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, DEMANDS, ASSERTIONS, CAUSES OF
ACTION, PENALTIES, COSTS, OR DAMAGES, INCLUDING INTEREST, ATTORNEY'S FEES,
EXPENSES AND COURT COSTS, DIRECTLY OR INDIRECTLY ARISING OUT OF (I) THE
ACTIONS OF ANY OF THE INDEMNIFIED PARTIES IN CONNECTION WITH THE
ACQUISITION EFFORTS (EXCLUDING CLAIMS FOR PAYMENT FOR FEE SIMPLE TITLE TO
THE ENCROACHED PORTIONS OF THE ADJACENT PROPERTY), INCLUDING ACQUISITION
BY EMINENT DOMAIN, WHETHER SUCH ACTIONS OCCUR PRIOR TO, ON OR SUBSEQUENT
Agreement Regarding Southlake Town Square Grand Avenue Parking Garages
4
TO THE DATE OF THIS AGREEMENT, THAT MAY BE ASSERTED BY SLTS GRAND II, OR THE
OWNER OR HOLDER OF ANY INTEREST (INCLUDING, BUT NOT LIMITED TO, ANY LIEN OR
SECURITY INTEREST) IN THE ENCROACHED PORTIONS OF THE ADJACENT PROPERTY, ITS
AGENTS, SUCCESSORS OR ASSIGNS, OR (II) ANY BREACH OF ANY OF SLTS GRAND I's
OBLIGATIONS, ACKNOWLEDGMENTS OR AGREEMENTS UNDER THIS AGREEMENT. THE
INDEMNITY CONTAINED IN THIS SECTION WILL NOT BE LIMITED BY COMPARATIVE
RESPONSIBILITY STATUTES AND WILL APPLY EVEN IF ANY SUCH LIABILITIES,
CLAIMS, DEMANDS, ASSERTIONS, CAUSES OF ACTION, PENALTIES, COSTS, OR
DAMAGES ARISE IN WHOLE OR IN PART FROM THE ORDINARY NEGLIGENCE OR
STRICT LIABILITY OF ANY OF THE INDEMNIFIED PARTIES, BUT WILL NOT APPLY TO
THE EXTENT THAT SUCH LIABILITIES, CLAIMS, DEMANDS, ASSERTIONS, CAUSES OF
ACTION, PENALTIES, COSTS, OR DAMAGES ARISE IN WHOLE OR IN PART FROM THE
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE INDEMNIFIED
PARTIES, PROVIDED, HOWEVER, THAT ANY ALLEGATION OF GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT WILL NOT ALLEVIATE THE OBLIGATION OF SLTS GRAND
I TO DEFEND ANY OF THE INDEMNIFIED PARTIES FROM ANY CLAIMS, DEMANDS,
ASSERTIONS, OR CAUSES OF ACTION UNTIL AND UNLESS A FINAL JUDGMENT
DETERMINING THAT SUCH INDEMNIFIED PARTY HAS IN FACT COMMITTED SUCH
GROSS NEGLIGENCE AND/OR WRONGFUL MISCONDUCT. Nothing contained in this Section
11 shall be construed as a waiver of any governmental immunity defense that may be asserted by any of
the Indemnified Parties or otherwise prevent SLTS Grand I from raising such defense on behalf the
Indemnified Parties in any claim, demand, assertion, or cause of action covered by the indemnification
under this Section 11.
12. SLTS Land hereby guarantees the payment and performance of SLTS Grand I's
obligations under this Agreement, including the indemnity obligations of SLTS Grand I contained in
Section 11 of this Agreement (the "Guaranteed Obligations"). SLTS Land waives (a) diligence in
preserving liability of any person on the Guaranteed Obligations; (b) all rights of SLTS Land under
Chapter 34 of the Texas Business and Commerce Code and Rule 31 of the Texas Rules of Civil
Procedure; (c) protest; (d) notice of extensions or rearrangements of the Guaranteed Obligations; and (e)
notice of acceptance of this guaranty, of creation of the Guaranteed Obligations, of failure to perform the
Guaranteed Obligations as they mature, of any other default, and every other notice of every kind. SLTS
Land's obligations under this guaranty will not be altered nor will the City be liable to SLTS Land
because of any action or inaction of the City in regard to a matter waived or of which notice is waived by
SLTS Land in the preceding sentence. This guaranty is an absolute, irrevocable, unconditional, and
continuing guaranty of performance and not of collection. The City need not resort to SLTS Grand I or
any other person before pursuing its rights against SLTS Land. The City's action or inaction with respect
to any right of the City under the law or any agreement will not alter the obligation of SLTS Land
hereunder. The City may pursue any remedy against SLTS Grand I without altering the obligations of
SLTS Land hereunder and without liability to SLTS Land, even though the City's pursuit of such remedy
may result in SLTS Land's loss of rights of subrogation or to proceed against others for reimbursement of
contribution or any other right. SLTS Land will remain liable for the Guaranteed Obligations even
though the Guaranteed Obligations may be unenforceable against SLTS Grand I or any other person
because of incapacity, lack of power or authority, discharge, or any other reason. SLTS Land consents
and acknowledges that SLTS Land's obligations will not be released by (a) the extension or modification
of the Guaranteed Obligations, or (b) the insolvency, bankruptcy, liquidation, or dissolution of SLTS
Grand I. The City need not notify SLTS Land that the City has sued SLTS Grand I, but if the City gives
written notice to SLTS Land that it has sued SLTS Grand I, SLTS Land will be bound by any judgment or
decree, to the extent permitted by law. The City may settle with SLTS Grand I for such amounts as it
may elect or may release SLTS Grand I without impairing the City's rights against SLTS Land for any
unperformed Guaranteed Obligations.
Agreement Regarding Southlake Town Square Grand Avenue Parking Garages
5
13. This Agreement will be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns, and run with the Parking Garage Property and the Adjacent
Property.
14. In the event that SLTS Grand I, SLTS Grand II, TSV, TSVII, or the Association breach
any of the terms or conditions of this Agreement, then the City, upon thirty (30) days' notice, shall be
entitled to exercise any right or remedy available to it at law or in equity, including without limitation, an
action for damages, if such breach has not been cured within such 30-day period. All rights and remedies
of the parties as set forth herein or existing at law or in equity are cumulative and the exercise of one or
more rights or remedies shall not be taken to exclude or waive the right to the exercise of any other.
15. In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or
unenforceability of such provision shall not affect the validity or enforceability of any other provision of
this Agreement, and this Agreement shall be construed as if the invalid, illegal, or unenforceable
provision had never been contained herein.
16. The recitals contained in this Agreement are incorporated into the terms hereof and shall
constitute part of the substance of the terms and conditions of this Agreement.
17. This Agreement is intended to and shall survive the City's making the Payment and the
closing of the conveyance of the Parking Garage Property to the City described herein and any subsequent
transfers of the Parking Garage Property thereafter.
18. Each person signing this Agreement represents that such person is fully authorized to
sign this Agreement in the capacities shown.
19. SLTS Grand I, SLTS Grand II, TSV, TSVII, and the Association acknowledge and agree
that their respective agreements herein are material, integral and essential terms of the agreement
regarding the City's making the Payment and the conveyance of the Parking Garage Property to the City
described herein, that the City is relying upon such agreements, and that the City would not make the
Payment or accept the conveyance of the Parking Garage Property absent this Agreement.
20. In the event that any party to this Agreement defaults in the performance of any of the
terms, agreements, or conditions contained herein and the enforcement of this Agreement, or any part
thereof, is placed in the hands of any attorney who files suit upon the same, the nonprevailing party shall
pay the reasonable attorney's fees, expenses, and costs of the prevailing party, as provided by Section
271.159 of the Texas Local Government Code.
21. SLTS Grand I, SLTS Grand 11, TSV, TSVII, the Association, and the City agree that this
Agreement may be recorded in the Deed Records of Tarrant County, Texas.
22. Except for the benefits provided under the Declaration to the City, its successors and
assigns and for the Parking Garage Property and/or the Encroached Portions of the Adjacent Property, as
set forth in this Agreement, upon the conveyance of the Parking Garage Property to the City, the Parking
Garage Property and the Encroached Portions of the Adjacent Property shall no longer be subject to the
terms and provisions of the Declaration. SLTS Grand 1, SLTS Grand II, TSV, and TSVII are members of
the Association by virtue of their ownership as fee simple owners of Parcels within the Project and are
entitled to cast at least two-thirds (2/3) of the votes which can be cast pursuant to Section 2.4 of the
Declaration. Accordingly, with respect to the matter set forth in this Section 21, this Agreement
represents an amendment of the Declaration with the approval of two-thirds of the members as provided
Agreement Regarding Soutblake Town Square Grand Avenue Parking Garages
6
in Section 14.2 of the Declaration, and the parties hereto acknowledge and agree that this Agreement does
not materially, adversely affect any rights specifically granted to Mortgagees (as defined in the
Declaration). By its execution of this Agreement, the City hereby consents to the amendment of the
Declaration as provided in this Section 21.
23. At the time of the conveyance of the Parking Garage Property to the City, SLTS Grand I
shall pay to the City the sum of $13,500.00 owed for legal fees in connection with that certain TriParty
Agreement concerning the Southlake Town Square project.
24. THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
(signatures on following pages)
Agreement Regarding Southlake Town Square Grand Avenue Parking Garages
7
WITNESS the execution hereof, effective as of the date first set forth above.
SLTS GRAND AVENUE, L.P.,
a Texas limited partnership
By: SLTS Grand Avenue Genpar, L.L.C.,
its general partner
By: Cooper & Stebbins, L.P.,
sole member
By: CS Town Centres, LLC,
general partner
By:
Brian R. Stebbins, Member C!
SLTS GRAND AVENUE II, L.P.,
a Texas limited partnership
By: SLTS Grand Avenue II GP, L.L.C.,
a Delaware limited liability company,
its general partner
By: Town Square Ventures 111, L.P.,
a Texas limited partnership,
its sole member
By: Town Square Ventures III GP, L.L.C.,
a Delaware limited liability company,
its general partner
By: Inland Western Retail Real Estate Trust, Inc.,
a Maryland corporation,
its sole member
By: 4
Name:
Title:
Agreement Regarding Southlake Town Square Grand Avenue Parking Garages
8
TOWN SQUARE VENTURES, L.P.
an Illinois limited partnership
By: Western Town Square Ventures GP, L.L.C.,
a Delaware limited liability company,
its general partner
By: Inland Western Retail Real Estate Trust, Inc.,
a Maryland corporation,
its sole member
By: nl.N'~d
Name: ' S K0(
Title:
TOWN SQUARE VENTURES II, L.P.,
a Texas limited partnership
By: Town Square Ventures II GP, L.L.C.,
a Texas limited liability company,
its general partner
By: C&S Southlake Capital Partners I, L.P.,
a Texas limited partnership,
its member
By: Western Town Square Ventures GP, LLC,
a Delaware limited liability company
its general partner
By: Inland Western Retail Real Estate Trust, Inc.,
a Maryland corporation,
its sole member
B
Name: o^ e!( a/l®
Title:
SOUTHLAKE TOWN SQUARE ASSOCIATION, INC.
a Texas non-profit corporation
By: SEE ATTACHED
Name:
Title:
Agreement Regarding Southlake Town Square Grand Avenue Parking Garages
9
BRIAN R. TEBBINS
FRANK L. BLISS
P~
JA .'ON KASAL
VATT . W
77 ,Ifcf
THOMAS P. McGUINNESS
Agreement Regarding Southlake Town Square
Grand Avenue Parking Garages
Page 9A
SLTS LAND, L.P.,
a Texas limited partnership
By: SLTS Land Genpar, L.L.C.,
a Texas limited liability company,
its general partner
By: .L 7~.
Brian R. tebbins,
Member
CITY OF SOUTHLAKE, TEXAS
By:
The onorable dy Wambsganss, Mayor
Agreement Regarding Southlake Town Square Grand Avenue Parking Garages
10
STATE OF TEXAS §
COUNTY OF Qn §
This instrument was acknowledged before me on the ( L day of J QW ,
2008, by Brian R. Stebbins, Member of CS Town Centres, LLC, as general partner of Cooper & Stebbins,
L.P., as sole member of SLTS Grand Avenue Genpar, L.L.C., a Texas limited liability company, the
general partner of SLTS Grand Avenue, L.P., a Texas limited partnership, on behalf of such limited
liability companies and limited partnerships.
DENISE J. CARING
Notary Public
State of Texas
~~"'~oFtE+. Comm. Expires 07-10-2010 Notary Public, State of Texas
1 nu1S
STATE OF TEX-AS §
COUNTY OF §
This instrument was acknowledged by me on this If' day of l , 2008, by
T)f vin'i K. Rb~ ~5ecreiury of land Western Retail
Real Estate Trust, Inc., a Maryland corporation, as sol member of Town Square Ventures III GP, L.L.C.,
a Delaware limited liability company, as general partner of Town Square Ventures III, L.P., a Texas
limited partnership, as sole member of SLTS Grand Avenue II GP, L.L.C., a Delaware limited liability
company, as general partner of SLTS Grand Avenue II, L.P., a Texas limited partnership, on behalf of
such limited liability companies, limited partnerships, and corporation.
~E-~'"'~.AL SEAL
L
N^TARY n_;C Si o E ( OF LLINOiS
f n - _ RcS 05 i i Notary Public for the State of Texas
STATE OF TEXAS' 211i~~5 §
COUNTY OF Dufa §
This instrument was acknowledged by me on this Yk day of ~t ltd , 2008, by
p einin j5 K .~(p of Inland Western Retail
Real Estate Trust, Inc., a Maryland corporation, as sold member of Western Town Square Ventures GP,
L.L.C., a Delaware limited liability company, as general partner of Town Square Ventures, L.P., an
Illinois limited partnership, on behalf of such limited liability companies, corporation and limited
partnership.
A CA LtA C~ (1~-
ENOTARY A
STATE. OF ILUtv;) Notary Public for the State of Texas
N EXPIRES 05124'i
'
Agreeme nt Regarding Southlake Town Square Grand Avenue Parking Garages
11
STATE OF T£X 4 SI(46x) §
COUNTY OF Dj~oa §
This instrument was acknowledged by me on this `1 ' day of I,t,( , 2008, by
7kyY1n'i5 SPCre- U of Wand Western Retail
Real Estate Trust, Inc., a Maryland corporation, as sole ember of Western Town Square Ventures GP,
L.L.C., a Delaware limited liability company, as general partner of C&S Southlake Capital Partners I,
L.P., a Texas limited partnership, as member of Town Square Ventures 11 GP, L.L.C., a Texas limited
liability company, as general partner of Town Square Ventures II, L.P., a Texas limited partnership, on
behalf of such corporation, limited liability companies and limited partnerships.
OFFICIAL SEAL
LAURA A DAVID
NOTARY PUBLIC - STATE OF ILLINOIS Q C.~
MY COMMISSION EXPIRES:05/24/11 Notary Public for the State of Texas
S+A4i; TEXAS §
§
COUNTY OF §
This instrument was acknowledged b is day of , 2008, by
of Southlake Town Square Association, Inc., a Texas corporation on behalf of
SEE ATTACHED
Notary Public for the State of Texas
STATE OF TEXAS §
COUNTY OF IQr~GnE% §
This instrument was acknowledged before me on the ILt` day of .J my ,
2008, by Brian R. Stebbins, Member of SLTS Land Genpar, L.L.C., a Texas limited liability company, as
general partner of SLTS Land, L.P., a Texas limited partnership, on behalf of such limited liability
company and limited partnership.
C.m.
DENISE J. CARINO Ca ry--~
Notary Public
State of Texas Notary Public for the State of Texas
Comm. Expires 07-10-2010
Agreement Regarding Southlake Town Square Grand Avenue Parking Garages
12
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged by me on this day of 'I LL!H , 2008, by
Brian R. Stebbins of Southlake Town Square Association, Inc., a Texas corporation on behalf of such
corporation.
DENISE J. CARING Notary Public for the State of Texas
Notary Public
State of Texas
STAT mm. Expires 0-10-2010
COUNTY OF TARRANT §
This instrument was acknowledged by me on this Lq :fday of , 2008, by
Frank L. Bliss of So own Square Association, Inc., a Texas corpora on on behalf of such
tot ~ratipnyDNAK.IiUFFMAN
=y PU tic
E OF SE
+ Comm. O~7-10-2010
4--~- Notary Public for the State Uftexas
STATE OF TEX §
COUNTY OF §
This instrument was acknowledged by me on the day of , 2008, by
Jason K Snuare c., a xas c oratio behalf of such
corporate R I KELLY A. KING
a My ~ of Texas
: $*Phmbw 07, 20
No ry Pub r the State of xas
STATE OF TEXAS §
COUNTY OF la §
This instrument was acknowledged by me on this .01 day of 5Z4 (7 2008, by
Matthew L. Tice of Southlake Town Square Association, Inc., a Texas corporation on behalf of such
corporation. I, ,
• A DENISE E
XPIRE
-~4° MY Y COMMISSION EXPIRES
(PIRES
May 1, 2010
Notary Public for the State of Texas
STATE OF TEXAS T-114, S §
COUNTY OF §
This instrument was acknowledged by me on this (b-fk day of , 2008, by
Thomas P. McGuinness of Southlake Town Square Association, Inc., a Texas corporation on behalf of
such corporation.
No at ry P
[Notary Agreement Regarding Southlake Town Square Alfa M. Sharp
Grand Avenue Parking Garages
Page 12A PuWk, Stott of Ill"
Comissian Expires Juy 20, 2010
STATE OF TEXAS §
COUNTY OF §
BEFORE ME, the undersigned authority in and for l a w ct, County, Texas, on this
day personally appeared A-vjdu sS ,known to me to be the person and officer
whose name is subscribed to the f foregoing oing instrui ent and acknowledged to me that he is the Mayor of
the City of Southlake, and that he is authorized to execute the foregoing instrument as the act of such City
for the purposes and consideration therein expressed, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF this the day of
, 2008.
' >dJkSb Rd-4ni.iLA,LU.XSA.l Ail.1KAiil:lAitJ.#; L.i:v3.i i_Lni.{~♦~
N ry Pu 1' r the State of Texas
y a.e rt''
•..-e-vv~errwe°.:. , . . f , a-. tr, rr,r rd~
EXHIBIT "A"
ADJACENT PROPERTY
Lots 3R and 6R, Block 3R2R, SOUTHLAKE TOWN SQUARE, PHASE I AND IV, an addition to the
City of Southlake, Tarrant County, Texas, as recorded in Cabinet A, Slides 11892 and 11893 of the Plat
Records of Tarrant County, Texas; and Lot 3R, Block 4R1, SOUTHLAKE TOWN SQUARE, PHASE I,
an addition to the City of Southlake, Tarrant County, Texas, as recorded in Cabinet A, Slides 10949
through 10952 of the Plat Records of Tarrant County, Texas.
Agreement Regarding Southlake Town Square Grand Avenue Parking Garages
13
EXHIBIT "B" (Page 1 of 10)
METES & BOUNDS DESCRIPTION OF ENCROACHED PORTION OF ADJACENT
PROPERTY AREA "A" ADJACENT TO LOT 7R, BLOCK 3R2R OF SOUTHLAKE TOWN
SQUARE, PHASE I AND IV AN ADDITION TO THE CITY OF SOUTHLAKE, DESCRIBED BY
PLAT RECORDED IN CABINET A. SLIDE 11892, PLAT RECORDS, TARRANT COUNTY,
TEXAS
BEING A PORTION OF LOT 6R, BLOCK 3R2R OF SOUTHLAKE TOWN SQUARE, PHASE I
AND IV, AN ADDITION TO THE CITY OF SOUTHLAKE, DESCRIBED BY PLAT RECORDED
IN CABINET A. SLIDE 11892, PLAT RECORDS, TARRANT COUNTY, TEXAS, SAID 9
SQUARE FOOT TRACT OF LAND BEING MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
COMMENCING AT A PK NAIL FOUND FOR THE SOUTHWEST CORNER OF SAID LOT 6R,
BEING THE MOST WESTERLY NORTHWEST CORNER OF LOT 7R, BLOCK 3R2R OF SAID
SOUTHLAKE TOWN SQUARE ADDITION AND BEING IN THE EAST RIGHT-OF-WAY LINE
OF STATE STREET (A 74-FOOT PUBLIC RIGHT-OF-WAY AT THIS POINT);
THENCE EAST ALONG THE COMMON LINE OF SAID LOT 6R AND 7R, A DISTANCE OF
129.61 FEET TO THE WEST FACE OF A BUILDING FOR THE POINT OF BEGINNING;
THENCE ALONG SAID FACE OF BUILDING THE FOLLOWING:
NORTH 00°57'50" WEST, A DISTANCE OF 5.25 FEET TO A BUILDING CORNER;
SOUTH 89°02'10" WEST, A DISTANCE OF 0.35 FEET TO A BUILDING CORNER;
NORTH 00°57'50" WEST, A DISTANCE OF 16.70 FEET TO A BUILDING CORNER;
NORTH 89°02'10" EAST, A DISTANCE OF 0.50 FEET TO THE POINT OF
INTERSECTION OF SAID BUILDING FACE WITH THE COMMON LINE OF SAID
LOTS 6R AND 7R;
THENCE SOUTH 00°57'50" EAST ALONG SAID COMMON LINE, A DISTANCE OF 21.95
FEET TO A POINT FOR CORNER;
THENCE WEST CONTINUING ALONG SAID COMMON LINE, A DISTANCE OF 0.15 FEET
TO THE POINT OF BEGINNING;
CONTAINING A COMPUTED AREA OF 9 SQUARE FEET OF LAND.
EXHIBIT "B" (Page 2 of 10)
METES & BOUNDS DESCRIPTION OF ENCROACHED PORTION OF ADJACENT
PROPERTY AREA "B" ADJACENT TO LOT 7R, BLOCK 3R2R OF SOUTHLAKE TOWN
SQUARE, PHASE I AND IV AN ADDITION TO THE CITY OF SOUTHLAKE, DESCRIBED BY
PLAT RECORDED IN CABINET A. SLIDE 11892, PLAT RECORDS, TARRANT COUNTY,
TEXAS
BEING A PORTION OF LOT 3R, BLOCK 3R2R OF SOUTHLAKE TOWN SQUARE, PHASE I
AND IV, AN ADDITION TO THE CITY OF SOUTHLAKE, DESCRIBED BY PLAT RECORDED
IN CABINET A. SLIDE 11892, PLAT RECORDS, TARRANT COUNTY, TEXAS, SAID 10
SQUARE FOOT TRACT OF LAND BEING MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
COMMENCING AT A CUT "X" FOUND FOR THE NORTHEAST CORNER OF SAID LOT 3R
AND BEING AN ELL CORNER OF LOT 7R, BLOCK 3R2R OF SAID SOUTHLAKE TOWN
SQUARE ADDITION;
THENCE SOUTH 00°57'50" EAST ALONG THE COMMON LINE OF SAID LOTS 3R AND 7R,
A DISTANCE OF 2.56 FEET TO THE FACE OF A BUILDING FOR THE POINT OF
BEGINNING;
THENCE SOUTH 00°57'50" EAST CONTINUING ALONG SAID COMMON LINE, A DISTANCE
OF 22.24 FEET TO A POINT FOR CORNER AT THE FACE OF SAID BUILDING;
THENCE ALONG SAID FACE OF BUILDING THE FOLLOWING:
SOUTH 89°02'10" WEST, A DISTANCE OF 0.52 FEET TO A BUILDING CORNER;
NORTH 00°57'50" WEST, A DISTANCE OF 16.57 FEET TO A POINT FOR
CORNER;
NORTH 89°02'10" EAST, A DISTANCE OF 0.33 FEET TO A BUILDING CORNER;
NORTH 00°57'50" WEST, A DISTANCE OF 5.68 FEET TO A BUILDING CORNER;
THENCE NORTH 89°02'10" EAST, A DISTANCE OF 0.19 FEET TO THE POINT OF
BEGINNING;
CONTAINING A COMPUTED AREA OF 10 SQUARE FEET OF LAND.
EXHIBIT "B" (Page 3 of 10)
METES & BOUNDS DESCRIPTION OF ENCROACHED PORTION OF ADJACENT
PROPERTY AREA "C" ADJACENT TO LOT 7R, BLOCK 3R2R OF SOUTHLAKE TOWN
SQUARE, PHASE I AND IV AN ADDITION TO THE CITY OF SOUTHLAKE, DESCRIBED BY
PLAT RECORDED IN CABINET A. SLIDE 11892, PLAT RECORDS, TARRANT COUNTY,
TEXAS
BEING A PORTION OF LOT 3R, BLOCK 3R2R OF SOUTHLAKE TOWN SQUARE, PHASE
AND IV AN ADDITION TO THE CITY OF SOUTHLAKE, DESCRIBED BY PLAT RECORDED
IN CABINET A. SLIDE 11892, PLAT RECORDS, TARRANT COUNTY, TEXAS, SAID 2
SQUARE FOOT TRACT OF LAND BEING MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
COMMENCING AT A CUT "X" FOUND FOR THE MOST EASTERLY SOUTHEAST CORNER
OF LOT 7R, BLOCK 3R2R OF SAID SOUTHLAKE TOWN SQUARE ADDITION, SAME BEING
AN ELL CORNER OF SAID LOT 3R;
THENCE NORTH 60°00'00" WEST ALONG THE COMMON LINE OF SAID LOTS 3R AND 7R,
A DISTANCE OF 0.10 FEET TO THE FACE OF A BUILDING FOR THE POINT OF
BEGINNING;
THENCE ALONG SAID FACE OF BUILDING THE FOLLOWING:
SOUTH 30°00'00" WEST, A DISTANCE OF 0.05 FEET TO A BUILDING CORNER;
NORTH 60°00'00" WEST, A DISTANCE OF 6.84 FEET TO A BUILDING CORNER;
SOUTH 30°00'00" WEST, A DISTANCE OF 0.08 FEET TO A BUILDING CORNER;
NORTH 60°00'00" WEST, A DISTANCE OF 11.93 FEET TO A BUILDING CORNER;
NORTH 30°00'00" EAST, A DISTANCE OF 0.08 FEET TO A BUILDING CORNER;
NORTH 60°00'00" WEST, A DISTANCE OF 8.25 FEET TO THE INTERSECTION OF
SAID BUILDING FACE WITH THE COMMON LINE OF SAID LOTS 3R AND 7R;
THENCE ALONG SAID COMMON LINE THE FOLLOWING:
NORTH 30°00'00" EAST, A DISTANCE OF 0.05 FEET TO A POINT FOR CORNER;
SOUTH 60°00'00" EAST, A DISTANCE OF 27.02 FEET TO THE POINT OF
BEGINNING;
CONTAINING A COMPUTED AREA OF 2 SQUARE FEET OF LAND.
EXHIBIT "B" (Page 4 of 10)
METES & BOUNDS DESCRIPTION OF ENCROACHED PORTIONS OF ADJACENT
PROPERTY AREA "A" ADJACENT TO LOT 5, BLOCK 4R1 OF SOUTHLAKE TOWN
SQUARE, PHASE I, AN ADDITION TO THE CITY OF SOUTHLAKE, DESCRIBED BY PLAT
RECORDED IN CABINET A. SLIDE 10949, PLAT RECORDS, TARRANT COUNTY, TEXAS
BEING A PORTION OF LOT 3R, BLOCK 4R1 OF SOUTHLAKE TOWN SQUARE, PHASE I,
AN ADDITION TO THE CITY OF SOUTHLAKE, DESCRIBED BY PLAT RECORDED IN
CABINET A. SLIDE 10949, PLAT RECORDS, TARRANT COUNTY, TEXAS, SAID 46 SQUARE
FOOT TRACT OF LAND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT A CUT "X" FOUND AT THE SOUTHWEST CORNER OF LOT 5, BLOCK
4R1 OF SAID SOUTHLAKE TOWN SQUARE AND BEING AN ELL CORNER OF SAID LOT
3R;
THENCE NORTH 30°00'00" EAST ALONG THE COMMON LINE OF SAID LOT 3R AND LOT
5, A DISTANCE OF 2.79 FEET TO THE POINT OF INTERSECTION OF SAID COMMON LINE
WITH THE FACE OF A BUILDING FOR THE POINT OF BEGINNING;
THENCE ALONG THE FACE OF SAID BUILDING THE FOLLOWING:
NORTH 60°00'00" WEST, A DISTANCE OF 0.06 FEET TO A BUILDING CORNER;
NORTH 30°00'00" EAST, A DISTANCE OF 7.02 FEET TO A BUILDING CORNER;
NORTH 60°00'00" WEST, A DISTANCE OF 0.18 FEET TO A BUILDING CORNER;
NORTH 30°00'00" EAST, A DISTANCE OF 13.92 FEET TO A BUILDING CORNER;
SOUTH 60°00'00" EAST, A DISTANCE OF 0.18 FEET TO A BUILDING CORNER;
NORTH 30°00'00" EAST, A DISTANCE OF 6.92 FEET TO A BUILDING CORNER;
SOUTH 60°00'00" EAST, A DISTANCE OF 0.06 FEET TO A POINT FOR CORNER IN
THE COMMON LINE OF SAID LOT 3R AND LOT 5;
THENCE NORTH 30°00'00" EAST ALONG SAID COMMON LINE, A DISTANCE OF 31.25
FEET TO THE POINT OF INTERSECTION OF SAID COMMON LINE WITH THE FACE OF
SAID BUILDING;
THENCE ALONG THE FACE OF SAID BUILDING THE FOLLOWING:
NORTH 60°00'00" WEST, A DISTANCE OF 0.24 FEET TO A BUILDING CORNER;
NORTH 30°00'00" EAST, A DISTANCE OF 5.00 FEET TO A BUILDING CORNER;
SOUTH 60°00'00" EAST, A DISTANCE OF 0.24 FEET TO A POINT FOR CORNER IN
THE COMMON LINE OF SAID LOT 3R AND LOT 5;
EXHIBIT "B" (Page 5 of 10)
THENCE NORTH 30°00'00" EAST ALONG SAID COMMON LINE, A DISTANCE OF 14.85
FEET TO THE POINT OF INTERSECTION OF SAID COMMON LINE WITH THE FACE OF
SAID BUILDING;
THENCE ALONG THE FACE OF SAID BUILDING THE FOLLOWING:
NORTH 60°00'00" WEST, A DISTANCE OF 0.77 FEET TO A BUILDING CORNER;
NORTH 30°00'00" EAST, A DISTANCE OF 19.25 FEET TO A BUILDING CORNER;
SOUTH 60°00'00" EAST, A DISTANCE OF 0.27 FEET TO A BUILDING CORNER;
NORTH 30°00'00" EAST, A DISTANCE OF 0.67 FEET TO A BUILDING CORNER;
SOUTH 60°00'00" EAST, A DISTANCE OF 0.50 FEET TO A POINT FOR CORNER IN
THE COMMON LINE OF SAID LOT 3R AND LOT 5;
THENCE NORTH 30°00'00" EAST ALONG SAID COMMON LINE, A DISTANCE OF 11.45
FEET TO THE POINT OF INTERSECTION OF SAID COMMON LINE WITH THE FACE OF
SAID BUILDING;
THENCE ALONG THE FACE OF SAID BUILDING THE FOLLOWING:
NORTH 60°00'00" WEST, A DISTANCE OF 0.50 FEET TO A BUILDING CORNER;
NORTH 30°00'00" EAST, A DISTANCE OF 3.65 FEET TO A BUILDING CORNER;
SOUTH 60°00'00" EAST, A DISTANCE OF 0.50 FEET TO A POINT FOR CORNER IN
THE COMMON LINE OF SAID LOT 3R AND LOT 5;
THENCE NORTH 30°00'00" EAST ALONG SAID COMMON LINE, A DISTANCE OF 11.45
FEET TO THE POINT OF INTERSECTION OF SAID COMMON LINE WITH THE FACE OF
SAID BUILDING;
THENCE ALONG THE FACE OF SAID BUILDING THE FOLLOWING:
NORTH 60°00'00" WEST, A DISTANCE OF 0.50 FEET TO A BUILDING CORNER;
NORTH 30°00'00" EAST, A DISTANCE OF 0.65 FEET TO A BUILDING CORNER;
NORTH 60°00'00" WEST, A DISTANCE OF 0.27 FEET TO A BUILDING CORNER;
NORTH 30°00'00" EAST, A DISTANCE OF 19.27 FEET TO A BUILDING CORNER;
SOUTH 60°00'00" EAST, A DISTANCE OF 0.77 FEET TO A POINT FOR CORNER IN
THE COMMON LINE OF SAID LOT 3R AND LOT 5;
EXHIBIT "B° (Page 6 of 10)
THENCE NORTH 30°00'00" EAST ALONG SAID COMMON LINE, A DISTANCE OF 14.87
FEET TO THE POINT OF INTERSECTION OF SAID COMMON LINE WITH THE FACE OF
SAID BUILDING;
THENCE ALONG THE FACE OF SAID BUILDING THE FOLLOWING:
NORTH 60°00'00" WEST, A DISTANCE OF 0.24 FEET TO A BUILDING CORNER;
NORTH 30°00'00" EAST, A DISTANCE OF 5.01 FEET TO A BUILDING CORNER;
SOUTH 60°00'00" EAST, A DISTANCE OF 0.24 FEET TO A POINT FOR CORNER IN
THE COMMON LINE OF SAID LOT 3R AND LOT 5;
THENCE NORTH 30°00'00" EAST ALONG SAID COMMON LINE, A DISTANCE OF 28.77
FEET TO THE POINT OF INTERSECTION OF SAID COMMON LINE WITH THE FACE OF
SAID BUILDING;
THENCE ALONG THE FACE OF SAID BUILDING THE FOLLOWING:
NORTH 60°00'00" WEST, A DISTANCE OF 0.24 FEET TO A BUILDING CORNER;
NORTH 30°00'00" EAST, A DISTANCE OF 5.00 FEET TO A BUILDING CORNER; ,
SOUTH 60°00'00" EAST, A DISTANCE OF 0.24 FEET TO A POINT FOR CORNER IN
THE COMMON LINE OF SAID LOT 3R AND LOT 5;
THENCE NORTH 30°00'00" EAST ALONG SAID COMMON LINE, A DISTANCE OF 28.75
FEET TO THE POINT OF INTERSECTION OF SAID COMMON LINE WITH THE FACE OF
SAID BUILDING;
THENCE ALONG THE FACE OF SAID BUILDING THE FOLLOWING:
NORTH 60°00'00" WEST, A DISTANCE OF 0.24 FEET TO A BUILDING CORNER;
NORTH 30°00'00" EAST, A DISTANCE OF 5.00 FEET TO A BUILDING CORNER;
SOUTH 60°00'00" EAST, A DISTANCE OF 0.24 FEET TO A POINT FOR CORNER IN
THE COMMON LINE OF SAID LOT 3R AND LOT 5;
THENCE NORTH 30°00'00" EAST ALONG SAID COMMON LINE, A DISTANCE OF 28.75
FEET TO THE POINT OF INTERSECTION OF SAID COMMON LINE WITH THE FACE OF
SAID BUILDING;
THENCE ALONG THE FACE OF SAID BUILDING THE FOLLOWING:
NORTH 60°00'00" WEST, A DISTANCE OF 0.24 FEET TO A BUILDING CORNER;
NORTH 30°00'00" EAST, A DISTANCE OF 5.00 FEET TO A BUILDING CORNER;
EXHIBIT "B" (Page 7 of 10)
SOUTH 60°00'00" EAST, A DISTANCE OF 0.24 FEET TO A POINT FOR CORNER IN
THE COMMON LINE OF SAID LOT 3R AND LOT 5;
THENCE NORTH 30°00'00" EAST ALONG SAID COMMON LINE, A DISTANCE OF 31.30
FEET TO THE POINT OF INTERSECTION OF SAID COMMON LINE WITH THE FACE OF
SAID BUILDING;
THENCE ALONG THE FACE OF SAID BUILDING THE FOLLOWING:
NORTH 60°00'00" WEST, A DISTANCE OF 0.06 FEET TO A BUILDING CORNER;
NORTH 30°00'00" EAST, A DISTANCE OF 6.87 FEET TO A BUILDING CORNER;
NORTH 60°00'00" WEST, A DISTANCE OF 0.18 FEET TO A BUILDING CORNER;
NORTH 30°00'00" EAST, A DISTANCE OF 13.92 FEET TO A BUILDING CORNER;
SOUTH 60°00'00" EAST, A DISTANCE OF 0.18 FEET TO A BUILDING CORNER;
NORTH 30°00'00" EAST, A DISTANCE OF 6.79 FEET TO A POINT FOR CORNER IN
THE NORTHEAST LINE OF SAID LOT 3R AND BEING IN THE SOUTHWESTERLY
RIGHT-OF-WAY LINE OF FEDERAL WAY (A VARIABLE WIDTH PUBLIC RIGHT-OF-
WAY);
THENCE SOUTH 60°00'00" EAST ALONG SAID SOUTHWESTERLY RIGHT-OF-WAY LINE, A
DISTANCE OF 0.06 FEET TO THE NORTH CORNER OF SAID LOT 5;
THENCE SOUTH 30°00'00" WEST ALONG THE COMMON LINE OF SAID LOT 5 AND LOT
3R, A DISTANCE OF 325.38 FEET TO THE POINT OF BEGINNING;
CONTAINING A COMPUTED AREA OF 46 SQUARE FEET OF LAND.
EXHIBIT "B" (Pacre 8 of 10)
8
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sa• c_,•- u.,• „ ALT"ACSM LAID TITLE SURVEY
N6 3G30, W/3G10,-•, b Bury+Parniers
•x a' OF A 1.918 ACRE TRACT OF LAND SITUATED IN N•iN„a,N• .•,•,l•N~
COOPER 6 STEBBINS, L.P. •A. A.•
w N~ °M*i°•• PO RICHARD EADS SURVEY. ABSTRACT NO. 481 rw m.+o
Wm
CITY OF SOUTHLAKE, TARRANT COUNTY, TEXAS '•w'a„r.~ngw'+.n
O.e}el Nw ,WO,-0Y.•L lgmWrR 4.6wNpl MI
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u W ,A COOPER 3 STEBBINS, L.P. RICHARD EADS SURVEY, ABSTRACT NO. 481
n"0J06-a6-n-e•ep.-"°~-°1iOe'0"° CITY OF SOUTHLAKE, TARRANT COUNTY, TEXAS
ProM i Mu: Mb,a~A. YeM1IRYM MI
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Bury Partners
T °iv"" ea as r OF A 1.3975 ACRE TRACT OF LAND SITUATED IN
Nja n dY¢ m COWER S STEElE31NS, L.P. RICHARD EADS SURVEY, ABSTRACT NO. 461 a»a. artw w w °
n«wa9a-a-n-t»99.-.aK-w,ar.an CITY OF SOUTHLAKE, TARRANT COUNTY, TEXAS
IroJc1 Nn. 00106--00.039 9~111nbwrt 4.Fpapl i,19
•
MS LORI FARWELL
CITY SECRETARY, CITY OF SOUTHLAKE"*,•~,'
1400 MAIN ST, STE 270
SOUTHLAKE TX 76092
Submitter: RATTIKIN TITLE (OPR)
SUZANNE HENDERSON
TARRANT COUNTY CLERK
TARRANT COUNTY COURTHOUSE
100 WEST WEATHERFORD
FORT WORTH, TX 76196-0401
DO NOT DESTROY
WARNING - THIS IS PART OF THE OFFICIAL RECORD.
Filed For Registration 08120/2008 03:11 PM
Instrument D208327748
26 PGS $112.00
By:
D208327748
ANY PROVISION WHICH RESTRICTS THE SALE, RENTAL OR USE
OF THE DESCRIBED REAL PROPERTY BECAUSE OF COLOR OR
RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW.
Printed by: DS
-Cc. C ~ 1 61 b53Z-Le T
SPECIAL WARRANTY DEED
Date: August 20, 2008
Grantor: SLTS Grand Avenue, L.P.
1256 Main Street, Suite 240
Southlake,
Tarrant County, Texas 76092
Grantee: The City of Southlake, Texas,
A municipal corporation
1400 Main Street
Southlake,
Tarrant County, Texas 76028
Consideration: Ten dollars and no/100 and other valuable consideration
Property (including any improvements):
Lot 7R, Block 3R2R, SOUTHLAKE TOWN SQUARE, PHASE I and IV, an addition to
the City of Southlake, Tarrant County, Texas, according to plat recorded in Cabinet A,
Slide 11892 of the Plat Records of Tarrant County, Texas ("Tract 1 and
Lot 5, Block 4R1, SOUTHLAKE TOWN SQUARE, PHASE I, an Addition to the City of
Southlake, Tarrant County, Texas, according to plat recorded in Cabinet A, Slides 10949,
10950, 10951 and 10952 of the Plat Records of Tarrant County, Texas ("Tract 2"),
Exceptions to Warranty:
All of those matters set forth in EXHIBIT "A", to the extent validly existing and
affecting the Property.
Grantor, for the consideration and subject to the Exceptions to Warranty, conveys to Grantee the
Property, together with all and singular the rights and appurtenances thereto in any wise belonging, to
have and to hold it to Grantee and Grantee's successors and assigns, and to warrant and forever defend all
and singular the Property to Grantee and Grantee's successors, and assigns against every person
whomsoever lawfully claiming or to claim the same or any part thereof, except as to the Exceptions to
Warranty, when the claim is by, through or under Grantor, but not otherwise.
When the context requires, singular nouns and pronouns include the plural.
8893355
GRANTOR:
SLTS GRAND AVENUE, L.P.,
a Texas limited partnership
By: SLTS Grand Avenue Genpar, L.L.C.,
a Texas limited liability company,
its general partner
By: Cooper & Stebbins, L.P.,
sole member
By: CS Town Centres, LLC,
general partner
By:
Brian R. Stebbins,
Member
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged by me on this q day of August, 2008, by Brian R.
Stebbins, Member of CS Town Centres, LLC, as general partner of Cooper & Stebbins, L.P., as sole
member of SLTS Grand Avenue Genpar, L.L.C., a Texas limited liability company, as general partner of
SLTS Grand Avenue, L.P., a Texas limited partnership, on behalf of such limited liability companies and
limited partnerships.
Notary Public
ON"vIl- :ANDRA K. HUFMAN
state of Texas Notary Public in and for the of Texas
Comm. Expires 07-10-2010
AFTER RECORDING RETURN TO:
Ms. Lori Farwell
City Secretary
City of Southlake
1400 Main Street, Suite 270
Southlake, Texas 76092
8893355 2
EXHIBIT "A"
EXCEPTIONS TO WARRANTY
1. Standby fees, taxes, and assessments by any taxing authority for the year 2008, and subsequent
years.
2. Restrictive covenants as recorded in Cabinet A, Slide 10949; in Cabinet A, Slide 11892; in
Volume 17206, Page 198; and under Clerk's File No. D206334033, Deed Records of Tarrant
County, Texas.
3. The easements and building setback lines as shown on plat recorded in Cabinet A, Slide 10949,
Deed Records of Tarrant County, Texas.
4. The easements and building setback lines as shown on plat recorded in Cabinet A, Slide 11892,
Deed Records of Tarrant County, Texas.
5. Terms, conditions, and stipulations of Irrevocable License And Parking, Management And Use
Agreement by and between Southlake Central Venture, Southlake Venture West, L.P., Southlake
Venture West lI, L.P., Southlake Central Venture II, L.P., City of Southlake, Texas and County of
Tarrant, Texas, recorded in Volume 17206, Page 198, Deed Records of Tarrant County, Texas, as
affected by Agreement dated December 22, 2004, filed for record under Clerk's File No.
D204399572, Deed Records of Tarrant County, Texas.
6. An interest in all oil, gas, and other minerals as reserved in deed recorded in Volume 2091, Page
608, Deed Records of Tarrant County, Texas.
7. Terms, conditions, stipulations of, and easements granted by Amended and Restated Restrictive
Covenants Agreement, filed for record under Clerk's File No. D206334033, Deed Records of
Tarrant County, Texas.
8. Terms, conditions, stipulations of, and easements granted by Parking Garage Property Operating
Agreement, filed for record under Clerk's File No. D205247579, Deed Records of Tarrant
County, Texas, as affected by Agreement dated September 6, 2005, filed for record under Clerk's
File No. D206334032, Deed Records of Tarrant County, Texas.
9. Terms, conditions, and stipulations of License Agreement dated August 20, 2008, by and between
SLTS Grand Avenue, L.P. (Grantor) and The City Of Southlake, Texas (Grantee), filed for record
on even date herewith in the Deed Records of Tarrant County, Texas.
8893355
r++}•ralorr
COU MS LORI FARWELL++ , .
CITY SECRETARY, CITY OF SOUTHLAKE "r.,;#+i■"+'
1400 MAIN ST, STE 270
SOUTHLAKE TX 76092
Submitter: RATTIKIN TITLE (OPR)
SUZANNE HENDERSON
TARRANT COUNTY CLERK
TARRANT COUNTY COURTHOUSE
100 WEST WEATHERFORD
FORT WORTH, TX 76196-0401
DO NOT DESTROY
WARNING - THIS IS PART OF THE OFFICIAL RECORD.
Filed For Registration 08/20/2008 03:11 PM
Instrument D208327749
4 PGS $24.00
By:
11111111 IN 11111111111111111111111111, 1111111111111111
D208327749
ANY PROVISION WHICH RESTRICTS THE SALE, RENTAL OR USE
OF THE DESCRIBED REAL PROPERTY BECAUSE OF COLOR OR
RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW.
Printed by: DS
SOUTHLAKE TOWN SQUARE ASSOCIATION, INC.
UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS
(In Lieu of Special Meeting)
The undersigned, constituting all the members of the Southlake Town Square Association, Inc., a
Texas non-profit corporation (the "Corporation"), acting herein pursuant to the provisions of Article
1396-9.10 of the Texas Non-Profit Corporation Act, do hereby consent to, approve of, and adopt the
following recitals and resolutions:
WHEREAS, SLTS Grand Avenue, L.P., a Texas limited partnership ("SLTS
Grand"); Town Square Ventures, L.P., an Illinois limited partnership ("TSV"); Town
Square Ventures II, L.P., a Texas limited partnership ("TSV II"); and Hobbs & Curry
Family Limited Partnership, an Arkansas limited partnership, entered into that certain
Second Amended and Restated Declaration of Covenants, Restrictions, and Easements
for Southlake Town Square dated October 18, 2006 ("Declaration"), recorded as
Instrument No. D206334031 in the Real Property Records of Tarrant County, Texas,
covering the mixed-use project located in the City of Southlake, Tarrant County, Texas,
commonly known as Southlake Town Square ("Southlake Town Square");
WHEREAS, the Corporation was established to provide for the administration
and enforcement of the Declaration;
WHEREAS, SLTS Grand intends to convey to the City of Southlake ("City") all
of SLTS Grand's rights, title, and interest in the elevated parking garages located within
the Grand Avenue District of Southlake Town Square, such garages being located on the
tracts of land more particularly described on EXHIBIT "A" attached hereto ("Grand
Avenue Garages");
WHEREAS, Section 7.4(a) of the Declaration provides that in order to
accommodate any building improvements which may inadvertently be constructed
beyond a Parcel's boundary line, each Owner grants to each Owner owning an adjacent
Parcel an easement, not to exceed a maximum lateral distance of six inches (6") inches,
in, to, over, under, and across that portion of the grantor's Parcel immediately adjacent to
such common boundary line for the maintenance and replacement of such building
improvements, if, and only if, such easement area is not occupied by a then-existing
structure;
WHEREAS, certain architectural elements of the Grand Avenue Garages
encroach onto adjacent properties owned by TSV and TSV II as shown on EXHIBIT
"B" attached hereto (collectively, the "Encroachments"); and
WHEREAS, the City has requested the Corporation, as the party responsible for
enforcing the terms of the Declaration, to waive any and all rights to pursue any action
under the Declaration to force the removal of the Encroachments or to otherwise seek
damages from or against the City as a result of the Encroachments;
NOW, THEREFORE, BE IT RESOLVED, that the Corporation has
determined that the Encroachments are de minimis and do not materially interfere with
the use, operation, maintenance, or enjoyment by adjacent land owners of their respective
properties;
Unanimous Written Consent of Board of Directors - SLTS2 (2).doc
e
FURTHER RESOLVED, that Corporation hereby waives and forever releases
and relinquishes any and all rights to pursue any action under the Declaration to force the
removal of the Encroachments or to otherwise seek any damages from or against the City
as a result of the Encroachments;
FURTHER RESOLVED, that the Corporation acknowledges and agrees that
the City is relying upon the waivers and releases contained in this Consent in accepting
the conveyance of the Grand Avenue Garages and that the City would not accept such
conveyance absent these waivers and releases;
FURTHER RESOLVED, that the directors may execute this Consent in two or
more counterparts, each of which will be deemed an original, all of which together will
constitute one and the same instrument.
~IN WITNESS WHEREOF the undersigned have executed this Consent to be effective this
day of December, 2007.
BRIAN R. S BBINS
c
FRANK L. BLISS
JASON KASAL
MATTHEW L. TICE
THOMAS P. MCGUINNESS
Unanimous Written Consent of Board of Directors - SLTS22.doc 2
FURTHER RESOLVED, that Corporation hereby waives and forever releases
and relinquishes any and all rights to pursue any action under the Declaration to force the
removal of the Encroachments or to otherwise seek any damages from or against the City
as a result of the Encroachments;
FURTHER RESOLVED, that the Corporation acknowledges and agrees that
the City is relying upon the waivers and releases contained in this Consent in accepting
the conveyance of the Grand Avenue Garages and that the City would not accept such
conveyance absent these waivers and releases;
FURTHER RESOLVED, that the directors may execute this Consent in two or
more counterparts, each of which will be deemed an original, all of which together will
constitute one and the same instrument.
IN WITNESS WHEREOF the undersigned have executed this Consent to be effective this
Js~ day of December, 2007.
BRIAN R. STEBBINS
FRANK L. BLISS
e ON KASAL
MA
THOMAS P. McGUINNESS
Unanimous Written Consent of Board of Directors - SLTS2 (2).doc 2
FURTHER RESOLVED, that Corporation hereby waives and forever releases
and relinquishes any and all rights to pursue any action under the Declaration to force the
removal of the Encroachments or to otherwise seek any damages from or against the City
as a result of the Encroachments;
FURTHER RESOLVED, that the Corporation acknowledges and agrees that
the City is relying upon the waivers and releases contained in this Consent in accepting
the conveyance of the Grand Avenue Garages and that the City would not accept such
conveyance absent these waivers and releases;
FURTHER RESOLVED, that the directors may execute this Consent in two or
more counterparts, each of which will be deemed an original, all of which together will
constitute one and the same instrument.
IN WITNESS WHEREOF the undersigned have executed this Consent to be effective this
J t day of December, 2007.
BRIAN R. STEBBINS
FRANK L. BLISS
JASON KASAL
MATTHEW L. TICE
+3 °f~
THOMIS P. McGUINNESS
Unanimous Written Consent of Board of Directors - SLTS2.doc 2
EXHIBIT "A"
GRAND AVENUE GARAGES
Lot 7R, Block 3R2R, SOUTHLAKE TOWN SQUARE, PHASE I and IV, an addition to
the City of Southlake, Tarrant County, Texas, according to plat recorded in Cabinet A,
Slide 11892, Deed Records of Tarrant County, Texas.
Lot 5, Block 4R1, SOUTHLAKE TOWN SQUARE, PHASE I, an Addition to the City of
Southlake, Tarrant County, Texas, according to plat recorded in Cabinet A, Slide 10949,
Deed Records of Tarrant County, Texas.
Unanimous Written Consent of Board of Directors - SLTS2 (2).doc
EXHIBIT "B"
ENCROACHMENTS
(to be attached)
Unanimous Written Consent of Board of Directors - SLTS2 (2).doc 4
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SOUTHLAKE TOWN SQUARE ASSOCIATION, INC.
UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS
(In Lieu of Special Meeting)
The undersigned, constituting all the members of the Southlake Town Square Association, Inc., a
Texas non-profit corporation (the "Corporation"), acting herein pursuant to the provisions of Article
1396-9.10 of the Texas Non-Profit Corporation Act, do hereby consent to, approve of, and adopt the
following recitals and resolutions:
WHEREAS, SLTS Grand Avenue, L.P., a Texas limited partnership ("SLTS
Grand"); Town Square Ventures, L.P., an Illinois limited partnership ("TSV"); Town
Square Ventures II, L.P., a Texas limited partnership ("TSV II"); and Hobbs & Curry
Family Limited Partnership, an Arkansas limited partnership, entered into that certain
Second Amended and Restated Declaration of Covenants, Restrictions, and Easements
for Southlake Town Square dated October 18, 2006 ("Declaration"), recorded as
Instrument No. D206334031 in the Real Property Records of Tarrant County, Texas,
covering the mixed-use project located in the City of Southlake, Tarrant County, Texas,
commonly known as Southlake Town Square ("Southlake Town Square");
WHEREAS, the Corporation was established to provide for the administration
and enforcement of the Declaration;
WHEREAS, SLTS Grand intends to convey to the City of Southlake ("City") all
of SLTS Grand's rights, title, and interest in the elevated parking garages located within
the Grand Avenue District of Southlake Town Square, such garages being located on the
tracts of land more particularly described on EXHIBIT "A" attached hereto ("Grand
Avenue Garages");
WHEREAS, pursuant to the plats recorded in Cabinet A, Slide 11892 and 11893
and in Cabinet A, Slide 10949 of the Real Property Records of Tarrant County, Texas
(the "Plats"), certain Common Access, Emergency Access, Drainage, and Utilities
Easements benefiting the Grand Avenue Garages and other property were dedicated
("Common Access Easements");
WHEREAS, the Owners Certificate to each Plat provides in pertinent part that
"[W]e [i.e., the Owners] do hereby dedicate the rights of way and easements shown
thereon [i.e., the Plat] to the public's use unless otherwise noted This Plat does not
alter or remove existing deed restrictions or covenants, if any, on this Property";
WHEREAS, the Declaration is a restriction on the Property described in the
Plats; and
WHEREAS, the City has requested the Corporation, as the party responsible for
enforcing the terms of the Declaration, acknowledge and agree that the City's access to
the Grand Avenue Garages via the Common Access Easements and/or other easements
shown on the Plats will not be closed, obstructed, or otherwise altered without the City's
prior consent and approval;
CAEADUE Consent (2).DOC
NOW, THEREFORE, BE IT RESOLVED, that the Corporation hereby
acknowledges and agrees that following the conveyance of the Grand Avenue Garages to
the City, the Corporation will not permit the City's access to the Grand Avenue Garages
via the Common Access Easements to be closed, obstructed, or otherwise altered without
the City's prior consent and approval;
FURTHER RESOLVED, that the Corporation acknowledges and agrees that
the City is relying upon the acknowledgements and agreements contained in this Consent
in accepting the conveyance of the Grand Avenue Garages and that the City would not
accept such conveyance absent these waivers and releases; and
FURTHER RESOLVED, that the directors may execute this Consent in two or
more counterparts, each of which will be deemed an original, all of which together will
constitute one and the same instrument.
S'~ IN WITNESS WHEREOF the undersigned have executed this Consent to be effective this
day of December, 2007.
oe-
BRIAN R. EBBINS
FRANK L. BLISS
M-~
JAS N KASAL
MATTHEW L. TI E
THOMAS P. McGUINNESS
CABADUE Consent (2).DOC 2
NOW, THEREFORE, BE IT RESOLVED, that the Corporation hereby
acknowledges and agrees that following the conveyance of the Grand Avenue Garages to
the City, the Corporation will not permit the City's access to the Grand Avenue Garages
via the Common Access Easements to be closed, obstructed, or otherwise altered without
the City's prior consent and approval;
FURTHER RESOLVED, that the Corporation acknowledges and agrees that
the City is relying upon the acknowledgements and agreements contained in this Consent
in accepting the conveyance of the Grand Avenue Garages and that the City would not
accept such conveyance absent these waivers and releases; and
FURTHER RESOLVED, that the directors may execute this Consent in two or
more counterparts, each of which will be deemed an original, all of which together will
constitute one and the same instrument.
s'F IN WITNESS WHEREOF the undersigned have executed this Consent to be effective this
day of December, 2007.
BRIAN R. STEBBINS
FRANK L. BLISS
JASON KASAL
MATTHEW L. TICE
THOMAS P. McGUINNESS
CAEADUE Consent.DOC 2
EXHIBIT "A"
GRAND AVENUE GARAGES
Lot 7R, Block 3R2R, SOUTHLAKE TOWN SQUARE, PHASE I and IV, an addition to
the City of Southlake, Tarrant County, Texas, according to plat recorded in Cabinet A,
Slide 11892, Deed Records of Tarrant County, Texas.
Lot 5, Block 4R1, SOUTHLAKE TOWN SQUARE, PHASE I, an Addition to the City of
Southlake, Tarrant County, Texas, according to plat recorded in Cabinet A, Slide 10949,
Deed Records of Tarrant County, Texas.
CAEADUE Conscnt (2).DOC
ESTOPPEL CERTIFICATE
The undersigned, on behalf of SOUTHLAKE TOWN SQUARE ASSOCIATION, INC. (the
"Association'), hereby certifies to the CITY OF SOUTHLAKE, and its successors and assigns
("City'), that to his/her knowledge and belief This Certificate is given with regard to the Second Amended and Restated Declaration of
Covenants, Conditions and Restrictions for Southlake Town Square dated effective as of October 18
2006, and heretofore filed for record under County Clerk's File No. D206334033 in the Deed Records of
Tarrant County '
Texas (as mentioned, the "Declaration"):
The Declaration is in full force and effect.
There is no subsisting violation or breach by STLS Grand Avenue, L.P. ("STLS") of any term,
restriction, requirement, or obligation under the Declaration.
below). There are no Association assessments currently due and owing on the Property (as defined
There are no Association liens encumbering the Property.
According to the records of the Association, STLS is the fee simple owner of the real property
described in EXHIBIT "A" hereto ("Property').
This certificate is made for the benefit of and may be relied upon by City and its successors and
assigns. The person signing this certificate on behalf of the Association has been, and is, duly authorized
to do so and has been, and is, duly authorized to bind the Association to the terms hereof.
IN WI NESS WHEREOF, this Certificate has been executed as the
(A ti , 2008. ,
day of
SOUTHLAKE TOWN SQUARE ASSOCIATION, INC.
By: -
Brian R. Stebbins, Director
8975621
EXHIBIT A
PROPERTY DESCRIPTION
Lot 7R, Block 3112R, SOUTHLAKE TOWN SQUARE, PHASE I and IV, an addition to the City of
Southlake, Tarrant County, Texas, according to plat recorded in Cabinet A, Slide 11892, Deed Records of
Tarrant County, Texas.
Lot 5, Block 4R1, SOUTHLAKE TOWN SQUARE, PHASE I, an Addition to the City of Southlake,
Tarrant County, Texas, according to plat recorded in Cabinet A, Slide 10949, Deed Records of Tarrant
County, Texas.
8975621
r
r
SOUTHLAKE TOWN SQUARE ASSOCIATION, INC.
1256 MAIN STREET, SUITE 240
Y, SOUTHLAKE, TEXAS 76092
August 20, 2008
City of Southlake, Texas
1400 Main Street
Southlake, Texas 76028
Attn: Shana Yelverton
Rattikin Title Company
201 Main Street, Suite 800
Fort Worth, Texas 76102
Attn: Larry Townsend
Re: SLTS Grand Avenue Garages
Gentlemen:
With respect to the Grand Avenue parking garage parcels described on EXHIBIT "A" to this
letter, please be advised that there are no regular assessments, special group assessments, special owner
assessments, special parking garage assessments, or any other charges currently due and owing to the
undersigned pursuant to the terms of that certain Second Amended and Restated Declaration of
Covenants, Restrictions, and Easements for Southlake Town Square dated October 18, 2006, recorded as
Instrument No. D206334031 in the Real Property Records of Tarrant County, Texas.
Very truly yours,
SOUTHLAKE TOWN SQUARE ASSOCIATION, INC.
By:
Name:
Title: 1 R~-1-oiZ
9705391
EXHIBIT "A"
Lot 7R, Block 3R2R, SOUTHLAKE TOWN SQUARE, PHASE I and IV, an addition to the City of
Southlake, Tarrant County, Texas, according to plat recorded in Cabinet A, Slide 11892 of the Plat
Records of Tarrant County, Texas, and
Lot 5, Block 4R1, SOUTHLAKE TOWN SQUARE, PHASE I, an Addition to the City of Southlake,
Tarrant County, Texas, according to plat recorded in Cabinet A, Slides 10949, 10950, 10951 and 10952
of the Plat Records of Tarrant County, Texas.
9705391
AGREEMENT BETWEEN
SLTS GRAND AVENUE, L.P. AND THE CITY OF SOUTHLAKE
THIS AGREEMENT between SLTS GRAND AVENUE, L.P., hereinafter referred to as
"Seller," and the CITY OF SOUTHLAKE, TEXAS, hereinafter referred to as "Buyer."
WHEREAS, the Seller and the Buyer entered into a Development Agreement on or about May 3,
2005 (the "Agreement"), which provides that Seller shall transfer certain real property, known as Lot 7R,
Block 3R2R, SOUTHLAKE TOWN SQUARE, PHASE I and IV, an addition to the City of Southlake,
Tarrant County, Texas, according to plat recorded in Cabinet A, Slide 11892, Deed Records of Tarrant
County, Texas; and Lot 5, Block 4R1, SOUTHLAKE TOWN SQUARE, Phase I, an Addition to the City
of Southlake, according to plat recorded in Cabinet A, Slides 10949, 10950, 10951, and 10952 of the Plat
Records of Tarrant County, Texas, which real property is hereinafter referred to as "the Property," to
Buyer and receive certain consideration, provided Seller is in compliance with the terms and conditions
set forth in the Agreement; and
WHEREAS, Section 2.H. of the Agreement provides that Seller shall convey the Property to
Buyer by fee simple with a title policy with no exceptions save those listed in said Section unless the
Buyer approves other exceptions in writing; and
WHEREAS, the Seller has furnished a title commitment and proffered a draft deed to the Buyer,
both of which reflect several exceptions and reservations from title, and has requested Buyer to accept the
conveyance subject to said exceptions and reservations and Buyer has agreed to do so only if Seller
executes this Agreement;
NOW THEREFORE, for and in consideration for Buyer's approval of said exceptions and other
valuable consideration, the parties agree as follows:
1. Seller affirms that the representations contained and set forth in the Agreement, the 380
Agreement between the parties executed as of March 29, 2005, and the Parking Agreement between the
parties executed as of March 29, 2005, are still true and correct; and that Seller is in compliance with all
provisions of said Agreements and has committed no breach of any provision of any of such agreements.
2. Seller has not been contacted, and has no reason to believe that any contact will be made,
by any representative of a federal, state, or local governmental agency concerning any matter having to do
with any Hazardous Substances, as defined in the Agreement, on the Property, including, but not limited
to, the presence, containment, use, manufacture, handling, creation, storage, treatment, discharge, release,
or burial of Hazardous Substances on the Property or the transportation of Hazardous Substances to or
from the Property.
3. Seller has disclosed to Purchaser all information in the Seller's possession, custody,
control and knowledge that is material to Purchaser's decision to purchase the Property from Seller. The
term "material" as used in this paragraph means any information regarding the condition of the Property,
and the garages and other improvements located thereon, including any latent or patent defects of or
related to the Property and the garages and other improvements located thereon, which: (1) may affect the
fair market value of the Property; (2) may affect the ability of the Purchaser to utilize the Property and the
garages and other improvements located thereon for its intended purposes, including the imposition of a
fee to use said garages; or (3) would likely cause a reasonable person to decide not to accept title to the
Property.
4. Seller is not aware of any pending or threatened proceedings, including lawsuits, claims,
arbitrations and administrative hearings which relate to the ownership, condition, construction, or
operation of the Property, except those set forth in EXHIBIT A hereof.
5. Seller has furnished to Buyer all warranties relating to the Property and the garages and
other improvements located thereon.
6. Seller has furnished to Buyer releases from all the contractors, subcontractors and
suppliers of materials who have provided labor and material for the Garages showing that they have been
paid for such labor and materials.
7. Seller affirms that pursuant to Section 6.E. of that certain Parking Garage Property
Operating Agreement dated March 29, 2005, as amended, to the extent permitted by law, the City may
not charge for parking on the Property at least until the expiration of the Reinvestment Zone No. One,
City of Southlake.
8. The acquisition of the following is funded by Combination Tax and Revenue Certificates
of Obligation, Series 2007: Lot 5, Block 4R1, SOUTHLAKE TOWN SQUARE, Phase I, an Addition to
the City of Southlake, according to plat recorded in Cabinet A, Slides 10949, 10950, 10951, and 10952 of
the Plat Records of Tarrant County, Texas.
1
Executed this day of AU u s 2008.
CITY OF SOUTHLAKE, TEXAS
By:
Andy Wambs anss, Mayor
ATTEST: 1 Lg~ '`<<
cE.'
By: W
Lori Drell, City Secr ary =
Payer
9702752 2
SLTS GRAND AVENUE, L.P.,
a Texas limited partnership
By: SLTS Grand Avenue Genpar, L.L.C.,
a Texas limited liability company,
its general partner
By: Cooper & Stebbins, L.P.,
a Texas limited partnership,
its member
By: CS Town Centers, LLC,
a Texas limited liability company,
its general partner
By: CS Town Centers, LLC,
a Texas limited liability company,
its general partner
By: ,4Brian R~ Stebbins,
Managing Member
9702752 3
EXHIBIT A
None
970275_2
ESCROW AGREEMENT
This Escrow Agreement is made and entered into by and between the CITY OF SOUTHLAKE,
TEXAS, a municipal corporation (the "City'), and SLTS GRAND AVENUE, L.P., a Texas limited
partnership (the "Developer").
RECITALS
A. Developer; Town Square Ventures, L.P., an Illinois limited partnership; Town Square
Ventures II, L.P., a Texas limited partnership; and Hobbs & Curry Family Limited Partnership, an
Arkansas limited partnership, entered into that certain Second Amended and Restated Declaration of
Covenants, Restrictions, and Easements for Southlake Town Square dated October 18, 2006
("Declaration"), recorded as Instrument No. D206334031 in the Real Property Records of Tarrant
County, Texas, covering the mixed-use project located in the City of Southlake, Tarrant County, Texas,
commonly known as Southlake Town Square ("Southlake Town Square") (all defined terms not
otherwise defined herein will have the same meaning as in the Declaration).
B. Developer is the owner of Lot 7R, Block 3112R, SOUTHLAKE TOWN SQUARE,
PHASE I and IV, an addition to the City of Southlake, Tarrant County, Texas, according to plat recorded
in Cabinet A, Slide 11892, Deed Records of Tarrant County, Texas; and Lot 5, Block 4R1,
SOUTHLAKE TOWN SQUARE, PHASE I, an Addition to the City of Southlake, Tarrant County,
Texas, according to plat recorded in Cabinet A, Slide 10949, Deed Records of Tarrant County, Texas,
(the "Property") located in Southlake Town Square and has entered into an agreement (the
"Development Agreement") with the City to convey the Property to the City.
C. The Property includes two (2) garages ("Garages") which contain elevators which were
repaired in December, 2007 as a result of recommendations contained in an engineering report prepared
by Otis Engineering Company dated November 13, 2007, a copy of which is attached hereto as
EXHIBIT "A" (the "Report").
D. The Report contains a list of certain "short term repairs" which Otis recommends be
made, which list includes the reconstruction of elevator hydraulic piping above ground (the "Repairs").
Developer has made all Repairs except for the reconstruction of the hydraulic piping.
E. The City and Developer have agreed that rather than conduct the Repairs at this time,
Developer shall place funds in escrow in an amount estimated to cover the cost of such work, in the event
the City determines it is necessary, as contemplated by Section 3.5(a) of the Declaration.
F. This Escrow Agreement is entered into between the parties to create an Escrow Fund to
secure Developer's obligations regarding the Repairs.
In consideration of the promises, covenants and agreements of the parties, and for good and
valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:
1. Incorporation of Recitals. The above Recitals are incorporated in and made a part of the
provisions of this Escrow Agreement.
2. Cash Deposit. Developer authorizes City to withhold $35,000 in cash from the monies to
be paid to the City pursuant to Section TH. of the Development Agreement and Section 3.5(a) of the
Declaration to secure Developer's obligations described in this Escrow Agreement. This amount shall be
9040004
known as the "Escrow Fund". The amount of the deposit is based on estimated costs to make the
Repairs.
3. Term. The term of this Escrow Agreement is one (1) year, commencing on the date that
Developer conveys the Property to the City and expiring on the first anniversary thereof.
4. Escrow Fund. The funds in the Escrow Fund shall be held by the City and deposited in
an account in the City's Depository pursuant to this Escrow Agreement. The City agrees to hold the funds
subject to the provisions of this Escrow Agreement. The funds and any income earned on the funds may
be disbursed from the Escrow Fund only in accordance with this Escrow Agreement.
5. Disbursement of Escrow Fund. If the City incurs any expense for any Repairs during the
term of this Escrow Agreement, then the City may draw down upon the funds in the Escrow Fund to pay
for the unpaid costs of the Repairs and for no other purpose. After such expenditure, the City shall
promptly deliver to Developer and to the Board (as defined in the Declaration) an itemized invoice for
such costs, together with supporting data, and the Board may levy against the Owners a Special Parking
Garage Assessment pursuant to Section 3.5(a) of the Declaration to reimburse the Developer for the
amount of the Escrow Fund used to pay for such Repair, but in no event will the City bear any
responsibility for such costs. If the City has not commenced the Repairs prior to the end of the term of
this Escrow Agreement as provided in Section 3, any funds remaining in the Escrow Fund, plus all
accrued interest, shall promptly be returned to the Developer when the term of this Escrow Agreement
expires.
6. Developer's Obligations. If the actual cost of the Repairs paid out of the Escrowed Fund
is less than the amount in the Escrow Fund, the difference shall be refunded to the Developer when the
term of this Escrow Agreement expires. Should the actual cost of the Repairs exceed the amount in the
Escrow Fund, however, the Developer shall pay the City the difference in cost within sixty (60) days of
Developer's receipt of an itemized invoice, together with supporting data, to the extent that the
Association and/or the other Owners have not delivered additional funds to the City as part of a Special
Parking Garage Assessment pursuant to Section 3.5(a) of the Declaration.
7. Miscellaneous.
(a) Assignment. Developer shall not assign this Escrow Agreement without the prior
written consent of the City, not to be unreasonably withheld.
(b) Intentionally deleted.
(c) Notices. Any notice, statement or other communication that is required or that
may be given under the terms of this Escrow Agreement shall be in writing and shall be sufficient
in all respects if properly addressed and delivered personally or by United States certified mail,
postage prepaid, as follows:
To the City: To the Developer:
City Manager Frank L. Bliss
City of Southlake Cooper & Stebbins
1400 Main Street, Suite 460 1256 Main Street, Suite 240
Southlake, Texas 76092 Southlake, Texas 76092
9040004 2
(d) Waiver. The failure of either party to this Escrow Agreement to insist, in any
one instance or more, on the performance of any of the provisions of this Escrow Agreement, or
to exercise any right herein conferred, shall not be construed as thereafter waiving any such
provision or right but the same shall continue and remain in full force and effect.
(e) Governing Law and Venue. This Escrow Agreement shall be governed by and
construed in accordance with the laws of the State of Texas. The venue of any action or claim
filed pursuant to this Escrow Agreement shall be in Tarrant County, Texas.
(f) Severability. If any provision of this Escrow Agreement is determined by a court
of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be fully
severable and this Escrow Agreement shall be construed and enforced as if such invalid, illegal or
unenforceable provision never comprised a part hereof, and the remaining provisions shall
continue in full force and effect.
(g) Entire Agreement. This Escrow Agreement expresses the entire agreement
between the parties hereto regarding the subject matter contained herein and may not be modified
or amended except by written agreement duly executed by the parties.
(h) Attorney's Fees. The prevailing party in the adjudication of any proceeding
relating to this Agreement shall be authorized to recover its reasonable and necessary attorney's
fees pursuant to Sec. 271.159 of the Texas Local Government Code.
Executed this day of Lk 2008.
DEVELOPER:
SLTS GRAND AVENUE, L.P.,
a Texas limited partnership
By: SLTS Grand Avenue Genpar, L.L.C.,
a Texas limited liability company,
its general partner
By: Cooper & Stebbins, L.P.,
sole member
By: CS Town Centres, LLC,
general partner
By: 1-44111W-11
Brian K. Stebbins, Member
9040004 3
CITY:
CITY OF SOUTHLAKE, TEXAS,
a municipal corporation ATTEST:
C~``V dc.ay ~6~~COI
By:
shana Ycivert,", 6ity-Adanagex Lori Payne, City Secretaj%
:moo
av
i,oy
Nn Cf'r ~•°4•~s6 qi
V tlC`e64'~~'e'~'.'e to+n~+
9040004 4
Otis Elevator Company
North American Area
25.16 Gravel Drive
Ft EXHIBIT A A United TechnolDoes Company
Fort Worth, TX 781 18
Fort
November 13, 2007
Mr. Jeff Parrack
Facilities Manager
City of Southlake
1400 Main Street
Suite 260
Southlake, TX 76092
Reference: Southlake Town Center Parldng Garage Elevators -
Dear Mr. Parrack:
At your request Otis Elevator Company surveyed four (4) existing Schindler hydraulic elevators
located in the East and West parking garages. Below is list of the items that we have found that
should repaired, replaced or upgraded. In short, these are items that Otis Elevator Company would
require be done to bring the units up to Otis Maintenance standards.
• All four (4) elevators should have the underground hydraulic piping changed to above
ground. As is currently being done on one of the units.
• All four (4) elevators should have the underground electrical wiring re-wired to fully above
ground. Currently the wire runs in duct work that is not sealed, rums underground and is in a
wet environment. This is required to reduce the potential for shorts or other electrical issues
that would arise from its current layout.
• Due to current water damage: Change out all pulleys and cables in all four (4) elevators.
All of the cables/pulley assemblies have significant rust damage and are a safety concern.
• Due to current water damage. Clean all rust from pit equipment and paint pit floor and pit
equipment.
• Due to current water damage: Replace all of the packing glands on the hydraulic jacks.
• Due to current water damage: Complete inspection of all of the wiring behind the elevator
pushbuttons and change out any damaged wire or PC boards as required. As well a thorough
cleaning and lubrication of all elevator moving parts.
• Install door restrictors on one (1) unit in the east garage and one (1) unit in the west garage.
These are code required devices that should be installed as per State elevator code.
The items on the above list are repairs/upgrades that should be done in the short term. However,
once completed the level of water damage will continue until a long term solution to stop the water
is put into place. The water is coming in from the top landing level. Our suggestion would be to
enclose the top level in a vestibule to prevent any water from storms from getting into and onto the
elevator. If this is not done the damage to the elevator components will continue to occur and the
condition of the equipment will deteriorate reducing the life of the equipment. This will also lead to
a maintenance heavy plan, continued shutdowns, and costly repairs-
Mr. Jeff Parrack
Page 2
Please review this letter at your convenience and should you have any questions, concerns or would
like pricing for any of the above please feel free to contact me at 817-590-4939.
Res ,
No Campos
Account Manager
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