05-001-TIF
OFFICIAL RECORD
RESOLUTION NO. 05-001-TIF
A RESOLUTION OF THE BOARD OF DIRECTORS OF REINVESTMENT
ZONE NO. ONE OF THE CITY OF SOUTHLAKE, TEXAS, APPROVING A
DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY AND SL TS
GRAND AVENUE, L.P. FOR REIMBURSEMENT FOR PUBLIC
IMPROVEMENTS TO PROPERTY WITHIN REINVESTMENT ZONE
NUMBER ONE
WHEREAS, in accordance with the provisions of the Tax Increment Financing Act,
V.T.C.A. Tax Code, Chapter 311 (the Act), on September 23, 1997, the Southlake City
Council approved Ordinance No. 682, creating, establishing and designating Reinvestment
Zone Number One, City of Southlake (hereinafter called the TIF District); and
WHEREAS, SL TS Grand Avenue, L.P. (the Partnership) has acquired the Grand
Avenue Property which is located in the TIF District and intends to develop the property for
use as high quality, first class retail and office buildings, a hotel and a movie theater,
together with ancillary areas and improvements; and
WHEREAS, the Act authorizes the expenditure of funds derived within a
reinvestment zone, whether from bond proceeds or other funds, for the payment of
expenditures made or estimated to be made and monetary obligations incurred or
estimated to be incurred by a municipality consistent with the project plan of the
reinvestment zone, which expenditures and monetary obligations constitute project costs,
as defined in the Act; and
WHEREAS, on August 17,1999, after approval of the Board, the Southlake City
Council approved Ordinance No. 752 approving the Amended Tax Increment
Reinvestment Zone Project Plan, and the Financing Plan; and
WHEREAS, the City Council has authorized the execution of this Agreement for the
construction of public improvements in accordance with the approved Project Plan and
Financing Plan, and the Board of Directors wishes to authorize the execution of this
Agreement for the construction of public improvements in accordance with the approved
Project Plan and Financing Plan, and authorizing reimbursement to Partnership from the
Tax Increment Fund for the construction of the public improvements under the conditions
set forth herein; and
WHEREAS, the Public Improvements to be constructed within the Grand Avenue
Property, as set forth in the Agreement, are consistent with encouraging development of
the TIF District and Reinvestment Zone in accordance with the purposes for its creation;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
REINVESTMENT ZONE NO. ONE OF THE CITY OF SOUTHLAKE, TEXAS, THAT:
Page 1
SECTION 1.
The terms and cond itions of the Development Agreement attached hereto as Exhibit
A are hereby in all things approved.
SECTION 2.
This Resolution shall become effective from and after its passage.
PASSED AND APPROVED ON THIS THE ?:/-J..DAY OF (Yl~. 2005.
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ATTEST:
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Board Secretary
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Page 2
EXHIBIT "A"
Page 3
DEVELOPMENT AGREEMENT
WITH SLTS GRAND AVENUE, L.P. FOR PUBLIC IMPROVEMENTS TO PROPERTY
WITHIN REINVESTMENT ZONE NUMBER ONE, CITY OF SOUTH LAKE
THIS DEVELOPMENT AGREEMENT ("Agreement") is entered into by and between
the City of Southlake, a Texas municipal corporation of Tarrant County and Denton County,
Texas (hereinafter called "City"), the Board of Directors of the Reinvestment Zone Number
One, City of Southlake, Texas (hereinafter called "Board"), and SL TS Grand Avenue, L.P.,
a Texas Limited Partnership (hereinafter called "Partnership").
WIT N E SSE T H:
WHEREAS, City recognizes the importance of its continued role in local economic
development; and
WHEREAS, in accordance with the provisions of the Tax Increment Financing Act,
V.T.C.A. Tax Code, Chapter 311 (the "Act"), on September 23, 1997, the South lake City
Council approved Ordinance No. 682, creating, establishing and designating "Reinvestment
Zone Number One, City of South lake" (hereinafter called the "TIF District"); and
WHEREAS, Partnership has acquired certain real property situated within the TIF
District and intends to develop the property for use as "high quality, first class" retail and
office buildings, a hotel and a movie theatre, together with ancillary areas and
improvements; and
WHEREAS, the Act authorizes the expenditure of funds derived within a
reinvestment zone, whether from bond proceeds or other funds, for the payment of
expenditures made or estimated to be made and monetary obligations incurred or
estimated to be incurred by a municipality consistent with the project plan of the
reinvestment zone, which expenditures and monetary obligations constitute project costs,
as defined in the Act; and
WHEREAS, on August 17, 1999, after approval of the Board, the Southlake City
Council approved Ordinance No. 752 approving the Amended Tax Increment Reinvestment
Zone Project Plan (herein so called), and the Financing Plan (herein so called); and
WHEREAS, pursuant to resolution adopted ot; - 001 - 11 r==; 2005, the Board
authorized the execution of this Agreement for the construction of public improvements in
accordance with the approved Project Plan and Financing Plan, and authorizing
reimbursement to Partnership from ad valorem taxes collected for the Grand Avenue
Property for the taxing units participating in the TIF and deposited into the Tax Increment
Fund, and for South lake ad valorem taxes collected for business personal property within
the Grand Avenue Property Improvements, forthe construction ofthe Public Improvements
under the conditions set forth herein; and
DEVELOPMENT AGREEMENT - SL TS-GRAND AVENUE, L.P.; CITY OF SOUTHLAKE, TEXAS
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WHEREAS, pursuant to Resolution No. 05-013, the City Council authorized the
execution of this Agreement for the construction of public improvements in accordance
with the approved Project Plan and Financing Plan, and authorizing reimbursement to
Partnership from the Tax Increment Fund for the construction of the public improvements
under the conditions set forth herein; and
WHEREAS, the Public Improvements to be constructed within the Grand Avenue
Property, as defined in Section 1 below, which is situated within the TIF District boundaries,
as set forth in this Agreement, are consistent with encouraging development of the TIF
District and Reinvestment Zone in accordance with the purposes for its creation and are
in compliance with the ordinance creating such reinvestment zone adopted by the City and
all applicable laws; and
WHEREAS, Partnership and City have agreed thatfollowing completion ofthe Public
Improvements, and upon Partnership's compliance with the provisions of this Agreement,
the City shall acquire, and the Partnership shall convey the Public Improvements to the
City, and City shall reimburse the Partnership in the manner contemplated by the Act; and
WHEREAS, the reimbursement of funds advanced by Partnership for the cost of
making Public Improvements as contemplated herein is consistent with and described in
the Project Plan and Financing Plan;
NOW, THEREFORE, in consideration of the mutual covenants and obligations
herein, the parties agree as follows:
SECTION 1. DEFINITIONS
In this Agreement, the following words shall have the following meanings ascribed
to them:
AFFILIATED ENTITY - any person, firm, corporation, partnership or other entity
owned, controlled or managed in whole or in part, by any person, firm, corporation,
partnership or other entity, or any principal or shareholder in any such entity, excluding a
taxing entity, with an interest in any of the real property located in the Reinvestment Zone.
APPROVED PROJECT COSTS - the following costs incurred by Partnership in the
design and construction of the Public Improvements: architectural and engineering fees,
surveying fees, construction labor, construction materials and building materials and
supplies. It does not include any cost incurred from goods or services provided by an
Affiliated Entity, legal fees, or construction management fees or project management fees.
ECONOMIC DEVELOPMENT AGREEMENT - the Economic Development Program
Agreement entered between Partnership and City pursuant to 9380.001 of the Texas Local
Gov't Code executed on even date herewith, and attached as Exhibit "A."
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EVENT OF BANKRUPTCY OR INSOLVENCY - the dissolution or termination of
Partnership's existence as a going business, insolvency, appointment of received for any
part of Partnership's property and such appointment is not terminated within 60 days after
such appointment is initially made, any general assignment for the benefit of creditors, or
the commencement of any proceeding under any bankruptcy or insolvency laws by or
against Partnership and such proceeding is not dismissed within 60 days after the filing
thereof.
GRAND AVENUE PROPERTY - the property, consisting of 41.350 acres, upon
which the Real and Personal Property Improvements will be constructed, as described in
Exhibit "B", attached hereto and incorporated herein.
GRAND AVENUE PROPERTY IMPROVEMENTS - the real and personal property
improvements, including retail and office buildings, hotel building and movie theater building
to be constructed on the Grand Avenue Property. It does not include the Public
Improvements.
HIGH QUALITY, FIRSTCLASS-developmentwhich is in conformance with the site
plan approved by, or to be approved by the City Council of City for the development and
consistent with Town Square operations as of the date of execution of this Agreement.
PARKING GARAGE WEST PROPERTY -the property upon which Parking Garage
West is to be constructed, as delineated on Exhibit "0", attached hereto and incorporated
herein.
PARKING GARAGE EAST PROPERTY - the property upon which Parking Garage
East is to be constructed, as delineated on Exhibit "E", attached hereto and incorporated
herein.
PARKING GARAGE PROPERTY OPERATING AGREEMENT - the agreement
between the Partnership and the City delineating the rights, responsibilities and restrictions
regarding the operation of the Parking Garage Properties, as attached hereto as Exhibit "I".
PARKING GARAGE PROPERTY - the property upon which Parking Garage West
and Parking Garage East are to be constructed, together with the Parking Garages, as
delineated on Exhibits "0" and "E", attached hereto and incorporated herein.
PROJECT PLAN AND FINANCING PLAN or PROJECT PLAN - the project and
financing plan approved by Ordinance No. 752 of the City of South lake.
PUBLIC IMPROVEMENT PROPERTY - the property upon which the Public
Improvements, including the Parking Garages, are to be constructed, as described in
Exhibit "C".
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PUBLIC IMPROVEMENTS - the parks and Parking Garages to be constructed on
the Public Improvement Property as depicted and described on Exhibit "C" attached hereto
and incorporated herein, as well as the streets, sidewalks, water, wastewater and
stormwater improvements Partnership is required to construct for the development of the
Grand Avenue Property.
REIMBURSABLE PROJECT COSTS - the total amount to be paid by the City for
the Public Improvements acquired from the Partnership.
TAX INCREMENT FUND or TIF - the Tax Increment Fund of the Southlake
Reinvestment Zone NO.1.
TIF DISTRICT - the property within Southlake Reinvestment Zone NO.1.
UNDER CONSTRUCTION - construction in which the following conditions have
been met: building permits have been issued, the foundation has been poured and vertical
construction is occurring, i.e., walls have been erected and construction is proceeding
continuously.
SECTION 2. PARTNERSHIP'S OBLIGATIONS
A. In conjunction with the long-term development plan for the TI F District, as
described in the Project Plan, Partnership agrees to design and construct certain Public
Improvements, including streets, utility improvements and the Parking Garages and the
parks within the Grand Avenue Property. A description of the Project is contained in the
approved Project Plan and Financing Plan. The Project is located entirely within the limits
of the City and within the TIF District and all Public Improvements shall be constructed
within Public Improvement Property, existing or future public property, public rights-of-way,
or easements.
B. Partnership shall submit to the City for its review and approval plans for the
design of the following:
1. the Public Improvements to be constructed within the Public
Improvements Property; and
2. the theater planned to be constructed within the Grand Avenue
Property.
C. Partnership shall not be entitled to payment unless the City Council has
approved the design and plans for the Public Improvements described in Subsection B.
1 and 2 above and the plat depicting the streets and sidewalks and the City has accepted
the conveyance of the parks, streets, sidewalks, water, wastewater and stormwater
improvements, and issued a certificate of occupancy for the Parking Garages, and the
other requirements for payment are satisfied.
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D. Before the final plat is recorded, Partnership shall:
1. construct and dedicate the infrastructure and right-of-way and
easements required by the City's Ordinances, including but not limited to streets and
sidewalks, water, wastewater and stormwater improvements and dedicate the streets to
the City by general warranty deed in the form attached as Exhibit "H", and
2. construct the proposed parks in accordance with the design approved
by the City and in compliance with all applicable ordinances, and dedicate the same to the
City by general warranty deed in the form attached as Exhibit "G".
E. Partnership agrees that the City's specifications for public and private
improvements are minimum standards only and Partnership shall retain an engineer for
purposes of review of City specifications. If, in the engineer's opinion, additional technical
design requirements, in addition to the City specifications, are required to design the Public
Improvements sufficient for local conditions, Partnership will include such design
requirements in the specifications for the Public Improvements. The City shall be expressly
named as an intended third party beneficiary in the contract between the Partnership and
the engineer.
F. Partnership shall design and construct all improvements on the Grand
Avenue Property so as to comprise a high quality, first class retail and office development,
including a high quality first class hotel and theater, and such other uses as City may
approve over time. The hotel shall be constructed to include at a minimum, 250 rooms and
the following amenities:
1. a full service restaurant;
2. a downtown service bar;
3. a swimming pool with jacuzzi;
4. a conference center of a size of at least 15,000 square feet;
5. a spa;
6. a workout facility; and
7. such other amenities as are required in order to obtain a franchise to
operate a hotel under the "Hilton" Hotels brand.
G.
herein:
Before City becomes obligated to make payment to Partnership as set forth
1. Partnership shall:
a. be in compliance with the terms and conditions of this
Agreement;
b. be in compliance with the Economic Development Agreement;
and
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c. convey the:
(1) Parking Garage Properties to the City in accordance
with the provisions of Section H. below;
(2) streets to the City by general warranty deed in the form
as attached hereto as Exhibit "H";
(3) parks to the City by general warranty deed in the form
as attached hereto as Exhibit "G"; and
d. have caused all necessary parties, save Tarrant County to
have executed and recorded in the Real Property Records of Tarrant County the Parking
Garage Property Operating Agreement;
2. the South lake Town Square Association or its successor shall have
executed and recorded deed restrictions regarding parking in the Parking Garages, with
such consents as are required by any lenders or owners, as are contained in the Parking
Garages Operating Agreement and which shall be binding upon the owners and occupants
of each parcel of land located in any phase of the Town Square Addition; and
3. Tarrant County shall have executed and recorded its consent to the
termination of its rights pursuant to the Irrevocable Parking License, Maintenance and
Operation Agreement filed in Volume 17206, page 198 of the Tarrant County Real Property
Records;
In the event Partnership is entitled to payment, City shall pay the Partnership an amount
as determined in Section 3. In no event shall the City's payment hereunder exceed
$7,500,000.
H. Partnership shall convey the Parking Garage Property to the City by Special
Warranty Deed, in the form as attached hereto as Exhibit "F", conveying good and
marketable title in fee simple to the Parking Garage Property, free and clear of any and all
liens, encumbrances, conditions, assessments, and restrictions other than as provided in
this Section. At the time of the conveyance, Partnership shall deliver to City:
1. at Partnership's sole expense, a Texas Owner's Title Policy, issued by
Rattikin Title Company, 201 Main Street, Suite 800, Fort Worth, Texas 76102 in the amount
of $13,000,000, insuring the City's fee simple title to the Parking Garage Property, subject
only to those title exceptions listed in this Section, if any, such other exceptions as may be
approved in writing by City, provided, however: (a) the boundary and survey exceptions
shall be deleted; (b) the exception as to restrictive covenants shall be endorsed "None of
Record"; and the exception as to the lien for taxes shall be limited to the year of closing and
shall be endorsed "Not Yet Due and Payable";
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2. releases from the contractors, subcontractors and suppliers of
materials who have provided labor and materials for the Public Improvements showing that
they have been paid for such labor and materials;
3. an assignment of all contractors' warranties, if any, and all
performance and payment bonds; and
4. funds in an amount as determined by the City's Director of Finance
sufficient to pay roll-back ad valorem taxes from all taxing units which will become due on
the Grand Avenue Property, including the property upon which the Public Improvements
are to be constructed, due to the change of use from agricultural to nonagricultural use.
To the extent that all or a portion of such taxes have already been paid to the applicable
taxing entities as of the date of City's payment made under this Agreement, Partnership
shall be deemed to have satisfied this condition.
SECTION 3. CITY PARTICIPATION
A. Partnership shall:
1. submit, or cause to be submitted, plans and specifications for the
Public Improvements to the City for review and approval prior to the commencement of
construction thereof. Such plans and specifications and construction shall be in
conformance with the City of South lake's design standards, any additional design
requirements recommended by Partnership's engineers and/or architects pursuant to
Section 2.E. above and all applicable ordinances;
2. construct the Public Improvements and all other improvements and
infrastructure required by City ordinances, and the Grand Avenue Property Improvements
within the Grand Avenue Property;
3. submit to City evidence of Approved Project Costs of (I) at least
$1,000,000 for the construction of park and park improvements within the Grand Avenue
Property; and (ii) at least $6,500,000 for the streets, utility improvements and Parking
Garage West.
4. comply with all other conditions and obligations in this Agreement.
B. To determine the Approved Project Costs, City shall have the right to inspect
the site during construction, and to inspect, during the term of this Agreement, any and all
records of Partnership, Partnership's agents, employees, contractors or subcontractors and
shall have the right to require Partnership to submit any necessary information, documents,
invoices, receipts or other records relating to costs of the Public Improvements.
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C. Provided that:
1.
Agreement and
Partnership is in compliance with all terms and conditions of this
2. the Tarrant Appraisal District shall assess a value of at least
$37,050,000 for the Grand Avenue Property Improvements on or before July 25,2006 (this
date being subject to extension for a delay in receiving a certified assessment from Tarrant
Appraisal District for reasons beyond the Partnership's control), and
3. at least 360,000 square feet of buildings in the Grand Avenue Property,
are under construction on January 1, 2006, then Partnership shall be entitled to payment
from the City an amount calculated as follows (but in any event not more than $7,500,000):
assessed value
Payment due Partnership = ------------------------------------ x $7,500,000
$74,100,000
By way of example, if the assessed value for 2006 is $37,050,000, City shall
make payment to Partnership for Approved Project Costs in the amount of $3,750,000. In
the event that the Tarrant Appraisal District has not assessed a value of at least
$37,050,000 for the Grand Avenue Property Improvements by this date, or 360,000 square
feet of buildings is not under construction, or Partnership is not in compliance with the
terms of this Agreement, Partnership shall not be entitled to receive a payment in 2006.
D. I n the event that:
1. Partnership is entitled to receive and receives a partial payment in
2006, pursuant to Subsection C above, and
2.
Agreement, and
Partnership is in compliance with the terms and conditions of this
3. the Tarrant Appraisal District shall assess a value of at least
$74,100,000 for the Grand Avenue Property Improvements on or before July 25,2007 (this
date being subject to extension for a delay in receiving a certified assessment from Tarrant
Appraisal District for reasons beyond the Partnership's control), then City shall make
payment to Partnership for Approved Project Costs in the amount of $7,500,000 less the
partial payment made in 2006. For example, if the assessed value in 2006 is $66,690,000,
pursuant to which City has made payment to Partnership in the amount of $6,750,000, and
the assessed value in 2007 is $75,000,000, City shall make a final payment to Partnership
for Approved Costs in the amount of $750,000 in 2007.
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E. In the event:
1. Partnership is:
a. not entitled to receive a payment in 2006; and
b. is in compliance with all terms and conditions of
this Agreement; and
2. the Tarrant Appraisal District shall assess a value of at
least $37,050,000 for the Grand Avenue Property Improvements on or before July 25,2007
(this date being subject to extension for a delay in receipt of a certified assessment from
Tarrant Appraisal District for reasons beyond the Partnership's control), and
3. at least 360,000 square feet of buildings in the Grand
Avenue Property are under construction on January 1, 2007,
then Partnership shall be entitled to payment from the City of an amount
calculated as follows (but in any event not more than $6,520,000):
assessed value
Payment due Partnership = ------------------------------------ x $6,520,000
$74,100,000
F. In the event that:
1. Partnership:
a. did not qualify for payment in 2006 but qualified for and received
a payment in 2007, and
b. is in compliance with the terms and conditions of this
Agreement; and
2. the Tarrant Appraisal District shall assess a value of at least
$74,100,000 for the Grand Avenue Property Improvements on or before July 25, 2008 (this
date being subject to extension for a delay in receipt of the certified assessment from
Tarrant Appraisal District for reasons beyond the Partnership's control), then City shall
make payment for Approved Project Costs to Partnership of $6,520,000 less the amount
of the City's payment in 2007.
G. In the event that:
1. Partnership did not qualify for payment in 2006 or 2007,
and:
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2. Partnership is otherwise in compliance with the terms and conditions
of this Agreement; and
3. the Tarrant Appraisal District shall assess a value of at least
$74,100,000 for the Grand Avenue Property Improvements on or before July 25,2008 (this
date being subject to extension for a delay in receipt of the certified assessment from
Tarrant Appraisal District for reasons beyond the Partnership's control), then Partnership
shall be entitled to payment from the City of $5,570,000.
H. If the Tarrant Appraisal District does not assess a value of at least
$74,100,000 for the Grand Avenue Property Improvements on or before July 25,2008 (this
date being subject to extension for a delay in receipt of the assessment from Tarrant
Appraisal District for reasons beyond the Partnership's control), Partnership shall not be
entitled to receive a payment or, if payment was made in 2007, a further payment for
Approved Project Costs, and this Agreement shall terminate without further action by either
party and City shall have no obligation to make any payments to Partnership under this
Agreement. Partnership shall not be required to repay the City for any payment made
hereunder.
I. If Partnership shall satisfy the requirements for payment of the Approved
Project Costs, City shall make payment to Partnership on or before October 31 of the year
in which Partnership becomes entitled to such payment (this date being subject to
extension for a delay in receipt of the assessment from Tarrant Appraisal District for
reasons beyond the control of either party). Nothing in this Agreement shall require City
to approve payment to Partnership from any source other than the Tax Increment Fund.
This Agreement in no way obligates the General Fund or any other funds of the City.
J. City hereby declares that the reimbursement procedure outlined above is
necessary to implement the Project Plan.
SECTION 4. TERM
The term of this Agreement shall begin on the effective date, as provided in Section
13 hereof and shall terminate upon the earlier of: (a) the complete performance of all
obligations and conditions precedent by parties to this Agreement; or (b) the date of the
City's receipt of the Tarrant County Appraisal District Tax Roll for 2008 which does not
assess a value of at least $74,100,000 for the Grand Avenue Property Improvements; or
(c) upon the City's termination of this Agreement pursuant to Section 6 hereof.
SECTION 5. AUTHORITY; COMPLIANCE WITH LAW
A. Partnership hereby represents and warrants to the City that:
1 . Partnership has full lawful right, power and authority to execute and
deliver and perform the terms and obligations of this Agreement; and
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2. that the execution and delivery of this Agreement has been duly
authorized by all necessary action by the Partnership;
3. this Agreement constitutes the legal, valid and binding obligation of
Partnership, and is enforceable in accordance with its terms and provisions;
4. it is the sole owner of the Public Improvement Property and Grand
Avenue Property and any necessary consents of approval for itto enter into this Agreement
and the related Agreements have been obtained; and
5. there are no leases, tenancies, rental agreements in effect which would
be violated by the execution and performance of this Agreement, the Economic
Development Program Agreement or the Parking Garage Property Operating Agreement.
B. Partnership represents and warrants that during Partnership's ownership of
the Property (1) no excavation of the Public Improvement Property occurred; (2) no landfill
was deposited on or taken from the Public Improvement Property; (3) no construction
debris or other debris (including, without limitation, rocks, stumps, and concrete) was buried
upon the Public Improvement Property; and (4) no toxic wastes or "hazardous substances"
as that term is defined in the Comprehensive Environmental Response, Compensation and
Liability Act of 1988, or petroleum products and derivatives thereof, were deposited on the
Public Improvement Property. Partnership further represents and warrants that none ofthe
foregoing occurred on the Public Improvement Property prior to Partnership's ownership
of the Public Improvement Property.
C. Notwithstanding any other provision of this Agreement, Partnership shall
comply with all federal and state laws, and City ordinances in the development,
construction and operation of the Property and Grand Avenue Property Improvements.
D. The foregoing representations and warranties shall survive the execution and
Agreement and continue throughout the Term.
SECTION 6. DEFAULT AND REMEDIES
A. In the event: (1) Partnership fails to complete or cause the completion of the
Public Improvements described in the Project Plan; (2) Partnership has delinquent ad
valorem or sales taxes owed to the City (provided that Partnership retains the right to timely
and properly protest and/or contest of any such taxes); (3)f any Event of Bankruptcy or
Insolvency by Partnership occurs; or (4) Partnership breaches any of the terms and
conditions of this Agreement, then Partnership after the expiration of the notice and cure
periods described herein, shall be in default of this Agreement. In the event of such a
default, City shall give Partnership written notice of such breach and/or default.
B. If the Partnership has not cured such breach or default within 30 days after
receipt of such notice, the City may terminate this Agreement by written notice to
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Partnership, and the City shall have no further obligation to Partnership; provided however,
that the City may, in its total discretion, grant Partnership an extension of 30 days to cure
the default if Partnership demonstrates, to the satisfaction of the City Council, that: (1) the
default cannot be cured by the payment of monies and (2) cannot be cured within 30 days,
and (3) the Partnership is diligently pursuing cure. Partnership may not request more than
three 30 day extensions.
C. If a default shall occur and continue, after 30 days written notice to cure
default, the party not in default shall have the right to exercise any and all rights available
to such party at law or in equity, including the right to seek such equitable relief such as
injunction or mandamus as the non-defaulting party may be entitled.
D. No waiver or any breach of any term or condition of this Agreement shall be
construed to waive any subsequent breach of the same or any other term or condition of
this Agreement. Any waiver of any term or condition of this Agreement must be in writing
and approved by the City Council of South lake.
E. The termination of this Agreement shall not affect the transfer of property to
City or otherwise relieve Partnership of its obligations hereunder or under the Development
Agreement or Parking Garage Property Operating Agreement.
SECTION 7. RIGHT OF OFFSET
City may, at its option, offset any amounts due and payable to Partnership under this
Agreement against any debt (including taxes) lawfully due to City, or any other taxing unit
participating in the TIF District, from Partnership, regardless of whether the amount due
arises pursuant to the terms of this Agreement or otherwise and regardless of whether or
not the debt in question has been reduced to judgment by a court.
SECTION 8. VENUE AND GOVERNING LAW
This Agreement is performable in Tarrant County, Texas and venue of any action
arising out of this Agreement shall be exclusively in Tarrant County, Texas. This
Agreement shall be governed and construed in accordance with the laws of the States of
Texas.
SECTION 9. GIFT TO PUBLIC SERVANT OR TO PARTNERSHIP REPRESENTATIVE
A. Each party hereto represents to the other that it has not offered, conferred,
or agreed to confer and that it will not offer, confer or agree to confer in the future any
benefit upon an employee or official of the other party.
B. Notwithstanding any other legal remedies, City may obtain reimbursement
for any expenditures made to Partnership as a result of the improper offer, agreement to
DEVELOPMENT AGREEMENT - sL Ts-GRAND AVENUE, L.P.; CITY OF SOUTH LAKE, TEXAS
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confer, or conferring of a benefit to a City employee or official.
SECTION 10. BINDING AGREEMENT; ASSIGNMENT
A. The terms and conditions of this Agreement are binding upon the successors
and assigns of the parties hereto. The provisions of this Agreement are hereby declared
covenants running with the Grand Avenue Property and are fully binding on the Partnership
and each and every subsequent owner of all or any portion of the Property and shall be
binding on all successors, heirs, and assigns of the Partnership which acquire any right,
title, or interest in or to the Grand Avenue Property, or any part thereof.
B. Any person who acquires any right, title, or interest in or to the Grand Avenue
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 deed records of Tarrant County.
C. City agrees that Partnership may, upon written notice to the City, assign its
rights to receive Program Payments under this Agreement to any third party. The
Partnership may not assign other rights and obligations hereunder, which shall be at the
discretion of the City. This Agreement may not be assigned without the express written
consent of the City. Any assignment shall be contingent upon the assignee's agreement
to comply with the provisions of this Agreement and the Economic Development
Agreement. The City agrees to execute such documentation as reasonably necessary to
evidence the consent of the City to such assignment in such form as is acceptable to the
City or, at the request of a third-party lender, to enter into a tri-party agreement among the
City, such third-party lender and Partnership, evidencing their agreement with respect to
their respective rights and obligations under this Agreement. Any such agreement shall not
become effective unless the City has received reimbursement for any legal or other
professional fees incurred in the review of any such agreement(s).
SECTION 11. INDEMNIFICATION
A. PARTNERSHIP EXPRESSLY AGREES TO FULLY AND COMPLETELY
DEFEND, INDEMNIFY, AND HOLD HARMLESS THE CITY, AND ITS OFFICERS, AND
EMPLOYEES, AGAINST ANY AND ALL CLAIMS, LAWSUITS, LIABILITIES,
JUDGMENTS, COSTS, AND EXPENSES FOR PERSONAL INJURY (INCLUDING
DEATH), PROPERTY DAMAGE OR OTHER HARM, DAMAGES OR LIABILITY FOR
WHICH RECOVERY OF DAMAGES 15 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
THE PARTNERSHIP OR ITS AGENTS, EMPLOYEES, OR CONTRACTORS, ARISING
OUT IN THE PERFORMANCE OF THIS CONTRACT, REGARDLESS OF WHETHER OR
NOT THE NEGLIGENCE, GROSS NEGLIGENCE, WRONGFUL ACT, OR FAULT OF
THE CITY OR ITS OFFICERS, AGENTS, OR EMPLOYEES, CONTRIBUTES IN ANY
WAY TO THE DAMAGE, INJURY, OR OTHER HARM. THE REQUIREMENT OF THE
DEVELOPMENT AGREEMENT - SL TS-GRAND AVENUE, L.P.; CITY OF SOUTHLAKE, TEXAS
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PARTNERSHIP TO DEFEND THE CITY ALSO UNCONDITIONALLY APPLIES
REGARDLESS OF WHETHER OR NOT THE NEGLIGENCE, GROSS NEGLIGENCE, OR
FAULT OF THE CITY OR ITS OFFICERS, AGENTS, OR EMPLOYEES CONTRIBUTES
IN ANY WAY TO THE DAMAGE, INJURY, OR OTHER HARM. Nothing in this paragraph
may be construed as waiving any governmental immunity available to the City under state
law. This provision is solely for the benefit of the Partnership and the City and is not
intended to create or grant any rights, contractual or otherwise, in or to any other person.
B. It is acknowledged and agreed by the parties that the terms hereof are not
intended to and shall not be deemed to create a partnership or joint venture among the
parties. The City, their past, present and future officers, elected officials, directors,
employees and agents of the City do not assume any responsibility to any third party in
connection with the Partnership's construction of the Public Improvements or other
infrastructure Partnership shall construct in connection with the Grand Avenue Property.
SECTION 12. MISCELLANEOUS MATTERS
A. Time is of the essence of this Agreement. The parties hereto will make every
reasonable effort to expedite the subject matters hereof and acknowledge that the
successful performance of this Agreement requires their continued cooperation.
B. This Agreement is made subject to the provisions of the Charter and
ordinances of City, as amended, and all applicable state and federal laws.
C. This Agreement shall not be construed against the drafting party.
D. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original and constitute one and the same instrument.
E. The captions to the various clauses of this Agreement are for informational
purposes only and shall not alter the substance of the terms and conditions of this
Agreement.
F. This Agreement, together with the Agreements designated as Exhibits hereto,
embodies the complete agreement of the parties hereto, superseding all oral or written
previous and contemporary agreements between the parties and relating to matters in this
Agreement, and except as otherwise provided herein cannot be modified without written
agreement of the parties to be attached and made a part of this Agreement.
G. Any notice to be given or served hereunder or under any document or
instrument executed pursuant hereto shall be in writing and shall be (1) delivered
personally, with a receipt request therefore; or (2) sent by a nationally recognized overnight
courier service; or (3) delivered by United States certified mail, return receipt requested,
postage prepaid. All notices shall be addressed to the respective party at its address set
forth below, and shall be effective (a) upon receipt or refusal if delivered personally; (b) one
DEVELOPMENT AGREEMENT - SL TS-GRAND AVENUE, L.P.; CITY OF SOUTH LAKE, TEXAS
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business day after depositing, with such an overnight courier service or (c) two business
days after deposit in the United States mail, if mailed. Any party hereto may change its
address for receipt of notices by service of a notice of such change in accordance with this
subsection.
If intended for Board, to:
Chair, Board of Directors
Reinvestment Zone No. One
1400 Main Street, Suite 460
Southlake, Texas 76092
If intended for City, to:
City Manager
City of Southlake
1400 Main Street, Suite 460
South lake, Texas 76092
If intended for Partnership, to:
SL TS Grand Avenue, L.P.
1256 Main Street, Suite 240
South lake, Texas 76092
Attn: Brian R. Stebbins
H. Partnership hereby agrees that all property dedicated to the City and all public
facilities constructed pursuant to this Agreement are reasonably necessary to serve the
subdivision and are roughly proportional to the need generated by the subdivision for such
land and facilities. Partnership hereby acknowledges its right to seek a waiver or variance
to the dedication and/or construction requirements and that it has voluntarily chosen not
to pursue such remedies; and Partnership waives any claim for taking of property to be
dedicated or transferred to the City pursuant to this Agreement, or any other constitutional
or statutory claim, that it may have under either the Texas or United States Constitutions
or statutes.
I. This Agreement is for the benefit of the parties hereto and there are no
intended third party beneficiaries to this Agreement, the Economic Development Program
Agreement, or the Parking Garage Property Operating Agreement.
SECTION 13. EFFECTIVE DATE
This Agreement shall become effective upon the last to occur of the following: the
execution of this Agreement by all parties and the recordation in the Tarrant County Real
Property Records of the Parking Garage Property Operating Agreement executed by all
parties. rrJ... . .
EXECUTED and effective as of the~ day of (Y1~ , 2005 by Board signing
by and through its Chairman, duly authorized to execu~esolution No. D5'- ool--;Tr,:::
by City, signing by and through its Mayor, duly authorized to execute same by Resolution
No. O~.o,~ , and by Partnership, acting through its duly authorized officials.
DEVELOPMENT AGREEMENT - SL TS-GRAND AVENUE, L.P.; CITY OF SOUTHLAKE, TEXAS
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BOARD OF DIRECTORS OF THE
REINVESTMENT ZONING NO. ONE,
CITY OF SOUTH LAKE, TEXAS
SL TS GRAND AVENUE, L.P., A TEXAS
LIMITED PARTNERSHIP
By: ~pe;
Keith Shankland, Board Chairman
By: SL TS 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
CITY OF SOUTH LAKE, TEXAS
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y. ~
~y w~ ~anss~ Mayor
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: B~ e
Managing Member
ATTEST:
By:k(J~
Lori Farwell, City Secretary
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DEVELOPMENT AGREEMENT - SL TS-GRAND AVENUE, L.P.; CITY OF SOUTHLAKE, TEXAS
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EXHIBIT "A"
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT BETWEEN THE CITY AND
PARTNERSHIP
DEVELOPMENT AGREEMENT - SL TS-GRAND AVENUE, L.P.; CITY OF SOUTHLAKE, TEXAS
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ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
This Economic Development Program Agreement ("Agreement") is made and
entered into by and between the City of Southlake, Texas (the "City"), and SL TS Grand
Avenue, L.P., a limited partnership, (the "Partnership").
WIT N E SSE T H:
WHEREAS, on March 1, 2005, the City adopted an Economic Development
Incentives Program with Resolution No. 05-013 establishing an Economic Development
Program pursuant to Section 380.001 of the Texas Local Government Code ("Section
380.001 "), the "Program"; and
WHEREAS, the Partnership desires to participate in the Program by entering into
this Agreement and constructing a new business enterprise; and
WHEREAS, the City Council finds and determines that this Agreement will effectuate
the purposes setforth in the Program, and that Partnership's performance of its obligations
herein and that the expenditure of the monies provided for herein will promote local
economic development and stimulate business and commercial activity in the City;
NOW, THEREFORE, in consideration of the mutual benefits and premises contained
herein and for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:
1. Authorization. The City has concluded that this Agreement is authorized by Section
380.001, and is authorized by the City's Economic Development Incentives Program.
2. Definitions.
"Business Day" - any day other than a Saturday, Sunday, or City holiday, or any day
on which national banks in Southlake, Texas are authorized to close.
"Commencement Date" - means the date the City determines that 360,000 square
feet of buildings, excluding the Parking Garage Improvements, and including the theater
and hotel, are under construction in the Grand Avenue Property.
"Development Agreement" - the Development Agreement between the City, the
Board of Directors of Reinvestment Zone No. One, City of South lake, and SL TS Grand
Avenue, L.P. for Public Improvements to Property within Reinvestment Zone Number One,
City of South lake, executed on even date herewith and attached hereto as Exhibit "C".
"Effective Date" - the date that all parties have executed this Agreement and the
Development Agreement between the Partnership, the City and the Board of Directors of
Reinvestment Zone No. One becomes effective.
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"Event of Bankruptcy or Insolvency" - the dissolution or termination of Partnership's
existence as a going business, insolvency, appointment of receiver for any part of
Partnership's property and such appointment is not terminated within 60 days after such
appointment is initially made, any general assignment for the benefit of creditors, or the
commencement of any proceeding under any bankruptcy or insolvency laws by or against
Partnership and such proceeding is not dismissed within 60 days after the filing thereof.
"Grand Avenue Property" or "Premises" - the property upon which the Grand Avenue
Property Improvements will be constructed, as described in Exhibit "A", attached hereto and
incorporated herein.
"Grand Avenue Property Improvements" - the real and personal property
improvements, excluding the Public Improvements, as that term is defined in the
Development Agreement, to be constructed on the Grand Avenue Property.
"High quality. first class" - has the same meaning as defined in the Development
Agreement.
"Initial Payment Calculation Date" - the date upon which the City receives from
Tarrant Appraisal District the certified assessment for the Grand Avenue Property which
reflects an assessed value of at least $74,100,000.
"Parking Garage Improvements" - Parking Garage West and Parking Garage East.
"Parking Garage Property Operating Agreement" - has the same meaning as defined
in the Development Agreement, more specifically described in Exhibit "I" to the
Development Agreement.
"Parking Garaqe West" - a parking garage of approximately 248,000 square feet to
be constructed on the Grand Avenue Property designed for approximately 800 parking
spaces, more specifically described on Exhibit "0" to the Development Agreement.
"Parking Garage East" - a parking garage of approximately 315,000 square feet to
be constructed on the Grand Avenue Property designed for approximately 900 parking
spaces, more specifically described on Exhibit "E" to the Development Agreement.
"Parking Garage Property" - the property upon which Parking Garage West and
Parking Garage East are to be constructed, together with the East and West Parking
Garages, as more specifically described in Exhibit "0" and "E" to the Development
Agreement.
"Person" - an individual or a corporation, partnership, trust, estate, unincorporated
organization, association, or other entity.
"Program" - the meaning set forth in the recitals to this Agreement.
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"Program Payment" - the payment by the City calculated as set forth in Section 5 of
this Agreement.
"Proiect" - the acquisition and development of first class, high quality retail and office
buildings, hotel building and movie theater building constructed on the Grand Avenue
Property.
"Public Imorovements"- the parks and Parking Garage Improvements to be
constructed on the Public Improvement Property as described in the Development
Agreement, as well as the streets, sidewalks, water, wastewater, and stormwater
improvements Partnership is required to construct for the development of the Grand
Avenue Property and dedicate to the City.
"Public Imorovement Debt" - is the debt issued by the City to pay Partnership
pursuant to Section 3 of the Development Agreement.
"Retailer" - any "retailer" within the meaning of Section 151.008 of the Texas Tax
Code, as amended, to the extent said Retailer is located within the corporate limits of
Southlake.
"Sale" - the meaning set forth in Section 151.005 of the Texas Tax Code, as
amended.
"Sales Tax Reoort" - the report from the office of the Texas Comptroller which shows
the amount of tax paid during the preceding calender quarter by each person doing
business on the Premises.
"Sales Tax Revenues" - gross revenues of the City from the sales and use taxes
imposed by the City as a result of Taxable Sales. For this purpose, "gross revenues of the
City" shall include all sales and use taxes imposed and r~ceived by the City under Chapter
321 of the Texas Tax Code, or its successor statute, excluding sales and use taxes
imposed for the benefit of a corporation created under Section 48, Article 5190.6 of the
Texas Revised Civil Statutes, hotel occupancy taxes imposed pursuant to Chapter 156 of
the Tax Code, or sales taxes imposed pursuant to Chapter 363 of the Texas Local
Government Code. It does not include any sales and use tax collected pursuant to a tax
adopted under a statute or ordinance enacted by the State or the City after the effective
date of this Agreement.
"Sales Tax Schedule" - a schedule detailing the Sales Tax Revenues from Sales
occurring during a Subject Quarter.
"Section 380.001" - the meaning set forth in the recitals to the Agreement.
"Shortfall Amount" - means the total of the following:
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(a) the dollar amount equal to the City's annual debt service payment to finance
the Public Improvement Debt, on a calendar year basis,less the amount of ad valorem tax
revenues collected for Tarrant County, the City, the Hospital District and the College District
attributable to the Grand Avenue Property, also on a calendar year basis, (By way of
example, if in 2010, the ad valorem tax revenues attributable to the Grand Avenue Property
collected for Tarrant County, the City, the Hospital District and the College District are
$725,000, and the annual debt service payment is $775,000, the Shortfall Amount under
this subsection (1) is $50,000);
plus
(b) the total of the following:
(1) the dollar amount equal to any hotel occupancy taxes levied upon the
hotel located on the Grand Avenue Property and which are not paid before the delinquency
date (by way of example, if hotel occupancy taxes of $100,000.00 are due on February 1,
2009 and are not paid by said date, the Shortfall Amount under this subsection (2)(1) is
$100,000.00);
plus
(2) if the hotel is not open for business during any portion of any calendar
quarter, an amount equal to the hotel occupancy tax levied for the same calendar quarter
of the most recent year the hotel was open for business, or if the hotel was not open for
that entire calendar quarter, the most recent calendar quarter during which the hotel was
open for the entire quarter, pro rated for the period the hotel is not open for business by
multiplying the number of days the hotel was not open for business and dividing by ninety
days (by way of example, if the hotel is not open for business from January 1 through
March 1, 2009, and the hotel occupancy tax for the same Quarter during 2008 was
$24,000.00, the Shortfall Amount under this subsection (2)(ii) is $24,000.00 multiplied by
60 (the number of days the hotel is not open for business) and divided by 90 (the
approximate number of days in the quarter), or $16,000.00).
In calculating the Shortfall Amount, all annual amounts shall be based on the calendar year.
"Subiect Quarter" - calendar quarter representing January 1 through March 31, April
1 through June 30, July 1 through September 30, or October 1 through December 31.
"Taxable Sales" - any Sale by a Retailer located, or to be located, on the Premises.
liT erm" - has the meaning set forth in Section 3 of this Agreement.
"Under Construction" - has the meaning set forth in the Development Agreement.
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3. Term. This Agreement shall be effective as of the Effective Date, and unless
terminated earlier pursuant to Section 4(c), 4(d) or Section 7, shall remain in full force and
effect until December 31,2018; provided however, if Partnership is in compliance with this
Agreement, it shall be entitled to receive the final Program Payment for the Subject Quarter
ending December 31, 2018.
4. Covenants of Partnership.
(a) In consideration of City agreeing to pay Partnership monies in accordance
with the terms and conditions of this Agreement, Partnership agrees to:
(1) design and construct the Public Improvements in accordance with the
specifications approved by the City, and as approved under the Development Agreement,
and ordinances of the City; and
(2) dedicate the Public Improvements to the City;
(3) execute or cause to be executed by the appropriate parties
the Parking Garage Property Operating Agreement, a copy of which is attached hereto as
Exhibit "0";
(4) construct or cause to be constructed real property improvements and
place personal property on the Grand Avenue Property in the amount so as to receive from
the Tarrant Appraisal District:
a. a minimum assessed value of at least $74,100,000 on the
Grand Avenue Property Improvements for 2008.
(5) occupy and operate or cause to be occupied and operated the Grand
Avenue Property Improvements for high quality, first class retail, office, entertainment uses,
and such other uses as the City may approve, for at least twelve years after the
Commencement Date; and
(6) cause to be occupied and operated the hotel on the Grand Avenue
Property for at least twelve years after the Commencement Date, provided however, a
default in this obligation shall not be deemed to have occurred if the hotel is closed,
Partnership is actively seeking a new hotel for the site and the hotel is not closed for more
than 24 months;
(7) comply with:
a. all applicable federal and state laws and local ordinances in
the construction, operation and maintenance of the Grand Avenue Property; and
b. the provisions of the Development Agreement; and
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c. and not be in default of the provisions of the Parking Garages
Operating Agreement, including payment of the Annual Maintenance Fee.
(b) Partnership agrees to render, or cause to be rendered, the Property to the
Tarrant County Appraisal District and remain current on all ad valorem taxes assessed by
all governmental entities for the Grand Avenue Property and Grand Avenue Property
Improvements for the term of this Agreement.
(c) Partnership agrees that if Tarrant Appraisal District does not assess a value
of at least $74,100,000 for the Grand Avenue Property Improvements on or before July 25,
2008, said date being subject to extension for a delay in receipt of the certified assessment
from Tarrant County Appraisal District for reasons beyond Partnership's control, City shall
have no further obligation to Partnership hereunder.
(d) The Partnership agrees that this Agreement shall terminate and be null and
void and City shall have no obligation to Partnership if:
(1) beginning in January 2009, ifthe assessed value of the Grand Avenue
Property Improvements is less than $74,100,000 for any three consecutive years of the
Term; or
(2) there is a Shortfall Amount for 12 consecutive Subject Quarters,
notwithstanding the Partnership's payment to the City an amount equal to any Shortfall
Amounts resulting from delinquent taxes owed the City as provided in Section 5 (i) hereof.
5. Program Pavments.
(a) The first Subject Quarter of this Agreement will commence November 1 after
the Commencement Date. As soon as practical after the end of each Subject Quarter
following the Commencement Date, the City shall obtain, from the State of Texas, the Sales
Tax Revenues for the previous Subject Quarter pursuant to the information received from
the Texas Comptroller, or if necessary, Waivers described in Section 5(d) hereof.
(b) Provided that Partnership is in compliance with its obligations hereunder, on
or before 90 days after the end of the first Subject Quarter following the Initial Payment
Calculation Date, and thereafter, on or before the first business day 90 days after the end
of each Subject Quarter of the Term, the City shall pay Partnership a Program Payment,
which shall be calculated as eighty percent (80%) of the Sales Tax Revenues received the
previous Subject Quarter less the Shortfall Amount, if any. The initial Program Payment
shall be an amount equal to eighty percent of the Sales Tax Revenues received since the
Commencement Date, less the Shortfall Amount, if any. Provided, however, in the event
that City does not receive from the Texas Comptroller the Sales Tax Revenues collected
by a Retailer, the City shall not include the amount of the Sales Tax collected by such
Retailer in the total Sales Tax Revenues upon which the Program Payment is calculated.
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(c)
unless:
The City shall not be obligated to make a Program Payment to Partnership
(1) the Partnership is in compliance with the conditions of this
Agreement;
(2) the Partnership is in compliance with the conditions of the
Development Agreement;
(3) the Partnership is in compliance with the conditions of the Parking
Garages Operating Agreement;
(4) a Declaration of Covenants, Restrictions and Easements for the
Grand Avenue Property relating to parking in the Garages in a form satisfactory to the City
has been recorded; and
(5) the City has received the Quarterly Sales Tax Report for the
Premises;
(6) subject to subsection (d) below, the Tarrant Appraisal District
assesses a value for the Grand Avenue Property Improvements of at least $74,100,000 for
2008 and each year thereafter; and
(7) the City's receipt of verification that the hotel constructed on the
Grand Avenue property is not delinquent in the payment of any ad valorem, sales tax or
hotel tax due any governmental entity, provided however, that the hotel shall have the right
to exercise administrative appeals.
(8) Partnership's, and Partnership's successors, assigns, and lessees,
acceptance of the values for the Grand Avenue Property and Grand Avenue Property
Improvements assessed by the Tarrant Appraisal District.
(d) Notwithstanding the City's obligation in Subsection (b), the City shall deduct
from any Program Payments otherwise due to the Partnership an amount equal to the
Shortfall Amount or any offset amount pursuant to Section 17 hereof.
(e) If there is a Shortfall Amount, the City shall retain the Sales Tax Revenues
that would otherwise be due Partnership until such time as the Sales Tax Revenues shall
equal (1) the debt service payment for Public Improvement Debt for that year and (2) any
Shortfall Amount from hotel occupancy taxes owed the City is satisfied.
(f) Partnership shall not be entitled to "recoup" any amounts withheld from
Program Payments pursuant to this subsection. In the event there is a Shortfall Amount
which reduces the amount of any Program Payment hereunder, the parties agree that City
shall not include the Shortfall Amount in any future Program payments. By way of example,
if 80% of the Sales Tax Revenues equals $100,000, and there is a Shortfall Amount of
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$50,000, the Partnership shall receive a Program Payment of $50,000. If in the next
quarter, 80% of the Sales Tax Revenues equals $100,000, and Partnership is entitled to
receive a Program Payment, the Program Payment shall be $80,000.
(g) City may adjust payments due hereunder for errors caused by over and under
reporting and refunds of sales tax.
(h) In the event that the City is unable to obtain sales tax revenues for a Retailer
within the Premises, Partnership may obtain a Waiver of Sales Tax Confidentiality in the
form attached hereto as Exhibit "8" from each Retailer located within the Premises, and
submit the same to City. In the event that City does not receive from the Texas Comptroller
the Sales Tax information collected by a Retailer, and such waiver is not provided to City,
the City shall not include the amount of the Sales Tax collected by such Retailer in the total
Sales Tax Revenues upon which the Program Payment is calculated.
(i) If a Shortfall Amount resulting from a delinquent ad valorem or hotel
occupancy tax exists at the time a Program Payment is due, to the extent permitted by law,
Partnership may pay to the City an amount equal to the delinquent tax so as to reduce or
eliminate the Shortfall Amount. In the event that the City later receives payment of the
delinquent tax, applicable interest, penalty and attorney's fees from the entity responsible
for payment of the tax, City shall issue a credit against any future Shortfall Amounts in the
amount of the delinquent tax paid, excluding any interest, penalties or attorneys' fees.
m All Program Payments to be paid pursuant to this Agreement shall be made
from Sales Tax Revenues received from the Grand Avenue Property, to the extent such
funds are legally available. Partnership shall have no recourse against any other funds
of the City.
6. Verification.
If requested by the City, an independent certified public accounting firm acceptable
to the City (the "Auditor") shall audit the calculations of Sales Tax Revenues. If the Auditor
determines that Sales Tax Revenues have been understated, then the City shall pay to the
Partnership the appropriate amount owed pursuant to this Agreement, based on the
Auditor's conclusion, and shall pay for the audit. If the Auditor determines that Sales Tax
Revenues have been overstated, then the Partnership shall promptly pay to the City such
amount owed pursuant to this Agreement and shall pay for the Audit.
7. Default.
(a) Should Partnership fail to comply with any term of this Agreement, or have
an event of bankruptcy or insolvency, Partnership shall have thirty (30) days after written
notice from City to come into compliance.
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(b) If the noncompliance is not cured within that period, City may terminate this
Agreement by written notice, and shall have no further obligation to Partnership; provided
however, that the City may, in its total discretion, grant Partnership an extension of 30 days
to cure the default if Partnership demonstrates, to the satisfaction of the City Council, that:
(1) the default cannot be cured by the payment of monies and (2) cannot be cured within
30 days, and (3) the Partnership is diligently pursuing cure. Partnership may not request
more than three 30 day extensions.
( c) The termination of this Agreement shall not affect the transfer of property to
City or otherwise relieve Partnership of its obligations hereunder or under the Development
Agreement or Parking Agreement.
8. Mutual Assistance.
The Partnership hereby consents to and agrees to cooperate with the City to obtain
copies of sales/use tax returns from the State which contains information pertinent to the
calculation of the Sales Tax Revenues.
9. Representations and Warranties.
The Partnership represents and warrants to the City that it has the requisite authority
to enter into this Agreement.
10. Section or Other Headings.
Section or other headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this Agreement.
11 . Entire Agreement.
This Agreement, together with the Parking Garage Property Operating Agreement
and the Development Agreement, contain the entire agreement between the parties with
respect to the transactions contemplated herein.
12. Amendment.
This Agreement may only be amended, altered, or revoked by written instrument
signed by the Partnership and the City.
13. Successors and Assigns.
This Agreement shall be binding on and inure to the benefit of the parties, their
respective successors and assigns. City agrees that Partnership may, upon written notice
to the City, assign its rights to receive Program Payments under this Agreement to any third
party. The Partnership may not assign other rights and obligations hereunder without the
prior written approval of the City, which shall be at the discretion of the City. Any
W:\Southlake\Agreements\EDC Agreements\SL TS.380.030205.Final.wpd
Page 9 of 17
_4'._._ '_'__'~_~__~'___"_'_"'_'_~~_~"_"_~.="_"""~''''''__'_-_.._-"._,..--'->~'--
assignment shall be contingent upon the assignee's agreement to comply with the
provisions of this Agreement and the Development Agreement. The City agrees to execute
such documentation as reasonably necessary to evidence the consent of the City to such
assignment in such form as is acceptable to the City or, at the request of a third-party
lender, to enter into a tri-party agreement among the City, such third-party lender and
Partnership, evidencing their agreement with respect to their respective rights and
obligations under this Agreement. Any such agreement shall not become effective unless
the City has received reimbursement for any legal or other professional fees incurred in the
review and execution of the agreement.
14. Notice.
Any notice and/or statement required and permitted to be delivered shall be deemed
delivered by depositing same in the United States Mail, certified with return receipt
requested, postage prepaid, addressed to the appropriate party at the following addresses,
or at such other addresses provided by the parties in writing:
Partnership:
SL TS Grand Avenue, L.P.
1256 Main Street, Suite 240
Southlake, Texas 76092
Attn: Brian R. Stebbins
City:
City of South lake
Attn: City Manager
1400 Main Street
Southlake, Texas 76092
A party may change its address to which notices or demands may be given, by written
notice to the other party.
15. Interpretation.
Regardless of the actual drafter of this Agreement, this Agreement shall, in the event
of any dispute over its meaning or application, be interpreted fairly and reasonably, and
neither more strongly for or against any party.
16. Aoplicable Law.
This Agreement is made and shall be construed and interpreted under the laws of
the State of Texas and venue shall lie in Tarrant County, Texas.
17. Right to Offset.
City may, at its option, offset any amounts due and payable to Partnership under this
Agreement against any debt (including taxes) lawfully due to City from Partnership,
regardless of whether the amount due arises pursuant to the terms of this Agreement or
W:\Southlake\Agreements\EDC Agreements\SL TS.380.030205.Final.wpd Page 10 of 17
~_ ,.~~..__._.,c_.___,.._'~"'_~~ ~_..'.""",,_,"--"-'.',"
otherwise and regardless of whether or not the debt due to City has been reduced to
judgment by a court.
18. Indemnification.
(a) PARTNERSHIP EXPRESSLY AGREES TO FULLY AND COMPLETELY
DEFEND, INDEMNIFY, AND HOLD HARMLESS THE CITY, AND ITS OFFICERS, AND
EMPLOYEES, AGAINST ANY AND ALL CLAIMS, LAWSUITS, LIABILITIES,
JUDGMENTS, COSTS, AND EXPENSES FOR PERSONAL INJURY (INCLUDING
DEATH), PROPERTY DAMAGE 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
THE PARTNERSHIP OR ITS AGENTS, EMPLOYEES, OR CONTRACTORS, ARISING
OUT IN THE PERFORMANCE OF THIS CONTRACT, REGARDLESS OF WHETHER OR
NOT THE NEGLIGENCE, GROSS NEGLIGENCE, WRONGFUL ACT, OR FAULT OF
THE CITY OR ITS OFFICERS, AGENTS, OR EMPLOYEES, CONTRIBUTES IN ANY
WAY TO THE DAMAGE, INJURY, OR OTHER HARM. THE REQUIREMENT OF THE
PARTNERSHIP TO DEFEND THE CITY ALSO UNCONDITIONALLY APPLIES
REGARDLESS OF WHETHER OR NOT THE NEGLIGENCE, GROSS NEGLIGENCE, OR
FAULT OF THE CITY OR ITS OFFICERS, AGENTS, OR EMPLOYEES CONTRIBUTES
IN ANYWAY TO THE DAMAGE, INJURY, OR OTHER HARM. Nothing in this paragraph
may be construed as waiving any immunity available to the City under state law. This
provision is solely for the benefit of the Partnership and the City and is not intended to
create or grant any rights, contractual or otherwise, in or to any other person.
(b) It is agreed by the parties that the terms hereof are not intended to and shall
not be deemed to create a partnership or joint venture among the parties. The City, its
elected officials, directors, employees and agents do not assume any responsibility to any
third party in connection with the Partnership's construction or operation of the
improvements constructed on the Grand Avenue Property.
(c) City may withhold any payment to Partnership if partnership has entered into
a tax abatement agreement with Carroll Independent School District or if the District
approves an economic development incentive, whether monetary or nonmonetary, or in the
form of a credit, for Partnership or any Affiliated Entity, as that term is defined in the
Development Agreement. After the City Manager reviews the specific incentives authorized
by the District, the City shall determine the dollar value of the incentive and shall deduct the
value from all Program Payments due Partnership.
This Agreement may be executed in multiple counterparts, each of which shall be
considered an original, but all of which shall constitute one instrument.
W:\Southlake\Agreements\EDC Agreements\SL TS.380.030205.Final.wpd
Page 11 of 17
"."..",.-._--,'~.""-^'-~'~"'--'" ,_-";-","~,,,_-_,,__,_--~~.~,_'""'-' .",_-,-,_"""."",-;~-~,~,,,_-'-'--''';'--''''----''''---"'
~'O~
Lori Farwell, City Secretarv "u.""
~.(" '"
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; 0\ i~? SL TS GRAND AVENUE, L.P.,
\. s'.. l j A TEXAS LIMITED PARTNERSHIP
,. 5. .. "bo
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""1 **ir I"~"~
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Attest:
THE CITY OF SOUTHLAKE
By: ~~ -
Andy Wambsganss, Mayor
By:
SL TS 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:
$<//~
Brian p( Stebbins, @
Managing Member
W:ISouthlakelAgreementslEDC AgreementslSL TS.380.030205.Final.wpd
Page 12 of 17
STATE OF TEXAS S
S
COUNTY OF TARRANT S
Before me lori' A . h<ru.:><2 {( on this day personally appeared Andy
Wambsganss, known to me to be the person whose name is subscribed to the foregoing instrument and
acknowledged to me that he executed the same for the purposes and consideration therein expressed.
Given under my hand and seal of office this ')q day of jV'krc1- ,A.D. ~
(SEAL)
~~\\\\l1I"""",
~,\\\ Ii- F. ""'1.
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'1""', "27 _ 20'-l\,,\~
1111 II 111 \Il \I \I"
otu.'O-~
Notary Public in and for the State of Texas
My Commission Expires: 10 I ;). 7 / DS-
I I
Type or Print Notary's Name:
lor.' A. ~ru:>~ I (
STATE OF TEXAS 9
9
COUNTY OF TARRANT S
Before me 1ii2D. A. Dl1.roto on this day personally appeared Brian R.
Stebbins, known to me to be the person whose name is subscribed to the foregoing instrument and
acknowledged to me that he executed the same in his capacity as managing member of CS Town Centers,
LLC, a Texas limited liability company, the general partner of Cooper & Stebbins, L.P., a Texas limited
partnership, the memberofSL TS Grand Avenue Genpar, L.L.C., a Texas limited liability company, the general
partner of SL TS Grand Avenue, L. P., a Texas limited partnersh i p, on behalf of such limited liability companies
and limited partnerships.
Given under my hand and seal of office this
18 rh day of ~,A.D. (~iYD
\\\\\II1t1 "",",
(SEAL) ~,\\\';., fl.. A. 8d'I,,~
~,\~~.:........'TO ~
t ....~*~loRy ~;.~
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'1'1', <1:.:,0 08 ,," ~"
"III" ,,\\\"
IIIl/W"'I"'\\
lJJJa ;J lhiuJiAJJ
Notary Public in and for the State of Texas
My Commission Expires: ID'~'()u'
Type or Print Notary's Name:
10M A. 'ibLrots
W:\Southlake\Agreements\EDC Agreements\SL TS.380.030205.Final.wpd
Page 13 of 17
EXHIBIT "A"
DESCRIPTION OF PROPERTY
BOUNDARY SURVEY
W:ISouthlake\AgreementsIEDC AgreementslSL TS.380.030205.Final.wpd Page 14 of 17
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EXHIBIT "B"
WAIVER FORM
W :\SouthlakelAgreements\EDC Agreements\SL TS.380. 030205. Final. wpd
^,-^" <--,<-", .-....--. ..._-~..#_~.,'-_.~.<._._,.....---'--~-_.,.._..~......._~_._._,...._----~,...."'-,..,
Page 15 of 17
EXHIBIT "B"
VJAIVER OF SALES TAX CONFIDENTIALITY
Date
I authorize the Comptroller of Public Accounts to release sales tax information pertaining
to the taxpayer indicated below to I and the City of Southlake, Texas.
I understand that this waiver applies only to our retail store located in
in Southlake, Texas.
Please print or type the following information as shown on your Texas Sales and Use Tax
Permit:
Name of Taxpayer Listed on Texas Sales Tax Permit
Name Under Which Taxpayer is Doing Business (d/b/a or Outlet Name)
Taxpayer Mailing Address
Physical Location of Business Permitted for Sales Tax in Southlake, Texas -
Texas Taxpayer ID Number
Tax Outlet Number
(As Shown on Texas Sales Tax Permit)
Authorized Signature*
Print Name of Authorized Signature
Position of Authorized Signature
Phone Number of Authorized Signature
*The authorized signature must be an owner, officer, director, partner or agent authorized to sign a Texas Sales
T ax Return. If you have any questions concerning this waiver of confidentiality, please contact Texas Comptroller
of Public Accounts at 1-800-531-5441, Ext. 5-0411.
EXHIBIT Ole"
DEVELOPMENT AGREEMENT
W:\Southlake\Agreements\EDC Agreements\SL TS .380 .030205. Final. wpd
Page 16 of 17
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EXHIBIT "0"
PARKING GARAGE PROPERTY OPERATING AGREEMENT
W:\Southlake\Agreements\EDC Agreements\SL TS.380.030205.Final.wpd Page 17 of 17
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EXHIBIT "B"
PROPERTY UPON WHICH THE GRAND AVENUE PROPERTY IMPROVEMENTS
ARE TO BE CONSTRUCTED
DEVELOPMENT AGREEMENT - SL TS-GRAND AVENUE, L.P.; CITY OF SOUTH LAKE, TEXAS
W:\Southlake\Agreements\EDC Agreements\GrandAvenue Development.030205 .Final. wpd
Page 18 of 25
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EXHIBIT "C"
DESCRIPTION OF PUBLIC IMPROVEMENT PROPERTY AND PARKS AND
PARKING GARAGES TO BE CONSTRUCTED ON THE PUBLIC IMPROVEMENT
PROPERTY
DEVELOPMENT AGREEMENT - SL TS-GRAND AVENUE, L.P.; CITY OF SOUTHLAKE, TEXAS
W:\Southlake\Agreements\EDC Agreements\GrandAvenue Development. 030205. Final. wpd
Page 19 of 25
DESCRIPTION OF PUBLIC IMPROVEMENT PROPERTY AND PARKS AND
PARKING GARAGES TO BE CONSTRUCTED ON THE PUBLIC
IMPROVEMENT PROPERTY
Public Rh!ht ofWav:
The Grand Avenue District includes 9.294 acres of ROW as nominated on the Concept
Plan approved by the City of Southlake as Case No. ZA04-066 on October 5,2005 and as
illustrated on the Preliminary Plat approved by the City of Southlake as Case No.
ZA04070 on October 5, 2004.
Parks:
The Plaza Park, consisting of .28 Acres is located on Block 13, Lot 3, SOUTHLAKE
TOWN SQUARE - PHASE IV, and being a portion ofland in the Richard Eads Survey,
abstract No. 481 per Preliminary Plat approved by the City of Southlake as Case No.
ZA04-070 on October 5,2004.
The Westerly Park, consisting of 3.2 acres is located on Block 12, Lots 1 and 2,
SOUTHLAKE TOWN SQUARE - PHASE IV, and being a portion ofland in the
Richard Eads Survey, abstract No. 481 per Preliminary Plat approved by the City of
Southlake as Case No. ZA04-070 on October 5,2004.
Parkin!! Gara!!es:
Parking Garage East is located on Block 4RI, Lot 5, SOUTHLAKE TOWN SQUARE-
PHASE IV, and being a portion ofland in the Richard Eads Survey, abstract No. 481 per
Preliminary Plat approved by the City of Southlake as Case No. ZA04-070 on October 5,
2004, and a portion of the property described in Exhibit B to this Agreement.
Parking Garage West is located on Block 3R2, Lot 7, SOUTHLAKE TOWN SQUARE-
PHASE IV, and being a portion ofland in the Richard Eads Survey, abstract No. 481 per
Preliminary Plat approved by the City of Southlake as Case No. ZA04-070 on October 5,
2004, and a portion of the property described in Exhibit B to this Agreement.
EXHIBIT "0"
DESCRIPTION OF PARKING GARAGE WEST
DEVELOPMENT AGREEMENT - SL TS-GRAND AVENUE, L.P.; CITY OF SOUTHLAKE, TEXAS
W:\Southlake\Agreements\EDC Agreements\GrandAvenue Development. 030205. Final. wpd
Page 20 of 25
EXHIBIT "0"
DESCRIPTION OF PARKING GARAGE WEST
Location:
Block 4R1, Lot 5, SOUTHLAKE TOWN SQUARE - PHASE IV, and
being a portion of land in the Richard Eads Survey, Abstract No. 481
per Plat Revision approved by the City of South lake as Case No.
ZA04-070 on October 5, 2004, and the land described in Exhibit "A"
to the Development Agreement.
Spaces:
726 spaces
Levels:
Grade +3 elevated floors
Details:
As approved by City of Southlake by SUP Application, Case No.
ZA04-069, with final site plan approved by the City Council on October
5, 2004 and elevation approved November 16, 2004.
EXHIBIT "E"
DESCRIPTION OF PARKING GARAGE EAST
DEVELOPMENT AGREEMENT - sL Ts-GRAND AVENUE, L.P.; CITY OF SOUTH LAKE, TEXAS
W:\Southlake\Agreements\EDC Agreements\GrandAvenue Development. 030205. Final. wpd
Page 21 of 25
Location:
Square footage:
Spaces:
Levels:
Details:
EXHIBIT "E"
DESCRIPTION OF PARKING GARAGE EAST
Block 3R2, Lot 7, SOUTHLAKE TOWN SQUARE - PHASE IV, and
being a portion of land in the Richard Eads Survey, Abstract No. 481
per plat Revision approved by the City of South lake as Case No.
ZA04-070 on October 5, 2004 and the land described in Exhibit "A" to
the Development Agreement.
315,592
877 spaces
Grade +3 elevated floors
As approved by City of Southlake by SUP Application, Case No.
ZA04-069, and in accordance with the final site plan as approved by
the City Council on October 5, 2004 and elevation approved
November 16, 2004.
City: Partnership:
EXHIBIT "F"
SPECIAL WARRANTY DEED
DEVELOPMENT AGREEMENT - SL TS-GRAND AVENUE, L.P.; CITY OF SOUTH LAKE, TEXAS
W:\SoulhlakelAgreements\EDC Agreements\GrandA venue Development.030205. Final. wpd
Page 22 of 25
SPECIAL WARRANTY DEED
Date:
,200_
Grantor:
SL TS 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):
Being Block 4R1, Lot 5, and Block 3R2, Lot 7, Southlake Town Square -
Phase IV, an addition to the City constituting the Plat Revision approved by
the City of Southlake for Case No. ZA04-070, on October 5, 2004
[Note: description to be conformed at time of conveyance if necessary]
Reservations from and Exceptions to Conveyance and Warranty:
NONE
Grantor, for the consideration and subject to the reservations from and exceptions
to conveyance and 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, Grantee's heirs, executors, administrators, and to warrant and forever defend
all and singular the Property to Grantee and Grantee's heirs, executors, administrators,
successors, and assigns against every person whomsoever lawfully claiming or to claim
the same or any part thereof, except as to the reservations from the exception to
conveyance and warranty, when the claim is by, through or under Grantor, but not
otherwise.
When the context requires, singular nouns and pronouns include the plural.
W:\Southlake\Deeds\SWD.SL TS.030205.wpd
Page 1
---_.._.._..."-,._--...~.._.._---_..._'~_._..._--_...~-.'"^,,,,-,-"-~_.~----,,"..,-
GRANTOR:
SL TS Grand Avenue, L.P.
STATE OF TEXAS S
S
COUNTY OF TARRANT S
BEFORE ME, the undersigned authority, on this day personally appeared
, known to me to be the person and officer whose name is
subscribed to the foregoing instrument and acknowledged to me that he is the
, and that he is authorized to execute the foregoing instrument as
the act of such of such Partnership for the purposes and consideration therein expressed,
and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the
,200_,
day of
Notary Public in and for the State of Texas
Type or Print Notary's Name
My Commission Expires:
AFTER RECORDING RETURN TO:
Ms, Lori Farwell
City Secretary
City of Southlake
1400 Main Street, Suite 270
Southlake, Texas 76092
W :\Southlake\Deeds\SWD. SLTS. 030205. wpd
Page 2
_........ ._._,_______,___".-~.,""."'._.n."_...'"..~'"___""'""";........'......-",,,.-,,..",--",,_..
EXHIBIT "G"
GENERAL WARRANTY DEED FOR PARKS
DEVELOPMENT AGREEMENT - sL Ts-GRAND AVENUE, L.P.; CITY OF SOUTH LAKE, TEXAS
W:\Southlake\Agreements\EDC Agreements\GrandAvenue Development. 030205. Final. wpd
Page 23 of 25
~"_,,,'_.",_'_ ,__,~.. _~.o,."-~_~,.__,_~".~_,_......-_...__""",_.".~_,,.~____<___p.,_.____
GENERAL WARRANTY DEED FOR PARKS
Date:
,200_
Grantor:
SL TS Grand Avenue, L.P.
1256 Main Street, Suite 240
South lake,
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):
Being Block 13, Lot 3, and Block 12, Lots 1 and 2, Southlake Town Square
-Phase IV, an addition to the City, pursuant to the Plat Revision approved by
the City of Southlake for Case No. ZA04-070, on October 5,2004
[NOTE: Description to be any owned at time of conveyance, if necessary]
Reservations from and Exceptions to Conveyance and Warranty:
NONE
Grantor, for the consideration and subject to the reservations from and exceptions
to conveyance and 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, Grantee's heirs, executors, administrators, and to warrant and forever defend
all and singular the Property to Grantee and Grantee's heirs, executors, administrators,
successors, and assigns against every person whomsoever lawfully claiming or to claim
the same or any part thereof, except as to the reservations from the exception to
conveyance and warranty, when the claim is by, through or under Grantor, but not
otherwise.
When the context requires, singular nouns and pronouns include the plural.
W:\Southlake\Deeds\GWDParks.SL TS..0301 05.wpd
Page 1
GRANTOR:
SL TS Grand Avenue, L.P.
STATE OF TEXAS ~
~
COUNTY OF TARRANT ~
BEFORE ME, the undersigned authority, on this day personally appeared
, known to me to be the person and officer whose name is
subscribed to the foregoing instrument and acknowledged to me that he is the
, and that he is authorized to execute the foregoing instrument as
the act of such of such Partnership for the purposes and consideration therein expressed,
and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the
,200_
day of
Notary Public in and for the State of Texas
Type or Print Notary's Name
My Commission Expires:
AFTER RECORDING RETURN TO:
Ms. Lori Farwell
City Secretary
City of Southlake
1400 Main Street, Suite 270
South lake, Texas 76092
W:\Southlake\Deeds\GWDParks.SL TS..030105.wpd
Page 2
EXHIBIT "H"
GENERAL WARRANTY DEED FOR STREETS
DEVELOPMENT AGREEMENT - SL TS-GRAND AVENUE, L.P.; CITY OF SOUTH LAKE, TEXAS
W:\Southlake\Agreements\EDC Agreements\GrandAvenue Development. 030205. Final. wpd
Page 24 of 25
.. _'>A.'.....___.~... ._......."'..-.~~...___._""""'__""..,,,....,,_~._,_,.._~______._,'~"'..._,.,"'........--."
GENERAL WARRANTY DEED FOR STREETS
Date:
,200_
Grantor:
SL T8 Grand Avenue, L.P.
Grantors' Mailing Address (including county): Attn: Frank Bliss
1256 Main Street, Suite 240
Southlake, Tarrant County, TX 76092
Grantee:
The City of Southlake, Texas
Grantee's Mailing Address (including county): 1400 Main Street
Southlake, Tarrant County, Texas 76092
Consideration:
Ten Dollars ($10.00) and other good and valuable consideration.
Property (including any improvements):
All of Grantor's interest in the streets, rights of way, and alleys dedicated to the
public's use pursuant to the Plat Revision approving - Phase IV of South lake Town Square
Addition to the City of South lake, as recorded in Cabinet _' Slide of the Plat
Records of Tarrant County, Texas ("Plat").
Exceptions To Conveyance And Warranty:
All governmental zoning laws, regulations and ordinances affecting the Property, an
undivided one-fourth interest in all oil, gas and other minerals as reserved in deed recorded
in Volume 2091, Page 608, Deed Records of Tarrant County, and conditions of the Plat but
only to the extent such items are validly existing and affect the Property.
Grantors, for the Consideration and subject to the Exceptions to Conveyance and
Warranty, GRANT, SELL, and CONVEY to Grantee the Property, together with all and
singular the rights and appurtenances thereto in any way belonging, to have and to hold
it to Grantee and Grantee's successors and assigns forever.
Grantors bind Grantors and their respective successors and assigns 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 Conveyance and Warranty.
GENERAL WARRANTY DEED FOR STREETS - SL TS-GRAND AVENUE, L.P.; CITY OF SOUTHLAKE, TEXAS
W:\Southlake\Deeds. 030205. wpd
PAGE 1
Grantors, their successors and assigns, to the extent each shall own the property
abutting the Property conveyed by this deed, hereby reserve a right of first refusal with
respect to the Property, as described in this paragraph. In the event that Grantee
determines to sell all or a portion of the Property to a non-governmental entity, the owners
of the land abutting the Property (the "Abutting Owners") shall have the exclusive right of
first refusal to purchase the Property, at fair market value as determined by an appraisal
of the Property to be sold obtained by the Grantee. For purposes of this right of first
refusal, the term "Property" is defined as that portion of the Property conveyed to Grantee
which Grantee intends to offer for sale. In such event, Grantee agrees to notify the owners
which abut the Property intended to be sold of the fair market value of the Property to be
sold and the terms and conditions of the sale (the "Notice of Offer"). Grantee shall notify
the Abutting Owners at the addresses as shown on the Tarrant Appraisal District rolls. The
Abutting Owners shall have the exclusive right, at their option, for a period of thirty (30)
days (the "Exercise Period") from its receipt of the Notice of Offer to notify Grantee in
writing that the Abutting Owners shall purchase the Property intended to be sold upon the
terms and conditions and at the price specified in the Notice of Offer. If the Abutting
Owners do not give notice to Grantee of their exercise of its rights hereunder within the
Exercise Period, the Abutting Owners' right of first refusal shall automatically terminate.
If the Abutting Owners exercise such right to purchase by giving written notice to Grantee
at any time within the Exercise Period, the closing of the resulting sale and purchase of the
Property shall take place upon the terms and conditions of the Notice of Offer. This right
of first refusal does not apply, however, to any sale of the Property to a governmental
entity .
The foregoing right of first refusal runs with the land making up the Property, is
binding on Grantee and Grantee's successors and assigns forever, and inures to the
benefit of Grantors, Grantee and the Abutting Owners.
When the context requires singular nouns and pronouns include the plural.
GRANTOR:
SL TS Grand Avenue, L.P.
GENERAL WARRANTY DEED FOR STREETS - SL TS-GRAND AVENUE, L.P.; CITY OF SOUTH LAKE, TEXAS
W:\Southlake\Deeds. 030205. wpd
PAGE 2
STATE OF TEXAS S
S
COUNTY OF TARRANT S
Before me on this day personally
appeared Brian R. Stebbins, known to me to be the person whose name is subscribed to
the foregoing instrument and acknowledged to me that he executed the same in his
capacity as managing memberofCS Town Centers, LLC, a Texas limited liability company,
the general partner of Cooper & Stebbins, L.P., a Texas limited partnership, the member
of SL TS Grand Avenue Genpar, L.L.C., a Texas limited liability company, the general
partner of SL TS Grand Avenue, L.P., a Texas limited partnership, on behalf of such limited
liability companies and limited partnerships.
Given under my hand and seal of office this
day of
,A.D.
(SEAL)
Notary Public in and for the State of Texas
My Commission Expires:
Type or Print Notary's Name:
GENERAL WARRANTY DEED FOR STREETS - SL TS-GRAND AVENUE, L.P.; CITY OF SOUTHLAKE, TEXAS
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PAGE 3
EXHIBIT "I"
PARKING GARAGE PROPERTY OPERATING AGREEMENT
DEVELOPMENT AGREEMENT - sL Ts-GRAND AVENUE, L.P.; CITY OF SOUTH LAKE, TEXAS
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Page 25 of 25
PARKING GARAGE PROPERTY OPERATING AGREEMENT
This ~arking Garage Pr<?p~rty O~erating Agreement ("Agreement") is entered into
as of the ~ day of r V lo.fcNL , 2005 by and between the City of
Southlake, a Texas municipal corporation of Tarrant County and Denton County, Texas
(hereinafter called "City"), Town Square Ventures, L. P., an Illinois limited partnership
("TSV"); Town Square Ventures II, L. P., a Texas limited partnership ("TSVII"; TSV and
TSVII collectively referred to herein as the "Phase I Owner") and SL TS Grand Avenue,
L.P., a Texas limited partnership (hereinafter called "Phase IV Owner"), (the Phase I Owner
and the Phase IV Owner are hereinafter collectively referred to as the "Project Owner") and
Southlake Town Square Association, a non-profit corporation of Texas (hereinafter called
"Association").
RECITALS
A. City and the County of Tarrant, Texas have an irrevocable license (the
"Existing License") in certain real property and parking improvements located on Block 4R,
Lot 3, Block 2R1, Lot4, and Block 3R1, Lot 2 in Southlake Town Square, South lake, Texas,
which currently serves the employees of the City and the County and visitors to South lake
Town Hall.
B. Project Owner collectively owns the land consisting of Phase I (being that
certain real property described on Exhibit A-1, attached hereto, and herein so called) and
Phase IV (being that certain real property described on Exhibit A-2 attached hereto and
herein so called) of Southlake Town Square, a development in the Downtown District,
Southlake Town Square Addition, Southlake, Texas. Phase I and Phase IV constitute the
"Project" and are depicted and shown on Exhibit B.
C. City has approved the Site Plan for Phase IV of the Project, a copy of which
is attached hereto as Exhibit C. City agrees that the Site Plan, as approved, meets the
requirements for parking in the City's zoning ordinance. City intends that the parking
garages be for the use of the general public and to the extent permitted by law, agrees it
will not charge for parking at least until the expiration of the Reinvestment Zone Number
One, City of Southlake (the "TIF District"), established by Ordinance No. 682, adopted on
September 23, 1997.
D. Phase IV Owner and City have entered into a Development Agreement (the
"Development Agreement") and an Economic Development Program Agreement related
to Phase IV, (the "Economic Development Agreement") for the funding, construction and
conveyance of certain community facilities and improvements, including two parking
garages to be located on Block 4R1, Lot 5, and Block 3R2, Lot 7 of Phase IV.
E. The reimbursement of funds to Phase IV Owner under the Development
Agreement for the construction of public improvements within the TIF District constitutes
a portion of the consideration for the conveyance of the two parking garages to City in
accordance with the terms thereof; the remainder of the consideration for the conveyance
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Page 1 of 22
of the two parking garages to City is to be paid to the Phase IV Owner in accordance with
the terms of the Economic Development Agreement.
F. As partial consideration for the funds to be paid to Phase IV Owner under the
Development Agreement and the Economic Development Agreement, Project Owner and
Association have agreed to impose restrictions upon the tenants, successors, and assigns
within the Project, and to pay for a proportionate share of the expenses of maintenance for
the parking garages, as more fully set forth herein.
G. Association is organized to enforce the Declaration of Covenants, Restrictions
and Easements on the Town Square Addition, as it exists as of the date of execution of this
Agreement. Association is authorized, pursuant to the Declaration, to impose rules and
regulations regarding parking and to enforce the regulations.
H. Phase I Owner will benefit from the availability of parking resulting from the
construction and operation of the Parking Garage West and Parking Garage East.
I. Project Owner and City now desire to enter into this Agreement to
memorialize their agreement relative to the use of, and payment for the Operating
Expenses associated with, the Parking Garages; NOW, THEREFORE, THE PARTIES
AGREE AS FOllOWS:
1. RECITALS ADOPTED. The recitals set forth above are hereby incorporated in this
Agreement.
2. DEFINITIONS.
Agreement Year means each 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 Maintenance Fee means for each applicable Agreement Year, an amount
equal to Project Owner's Proportionate Share of the annual Operating Expenses incurred
by City with respect to the operation of the Parking Garages for that Agreement year.
Commencement Date means the date that the Parking Garage Properties are
conveyed to and accepted by City in accordance with the Development Agreement.
City means the City of Southlake Texas.
County means the County of Tarrant, State of Texas.
Declaration of Covenants, Restrictions and Easements or CRE means the
Restated and Amended Declaration of Covenants, Restrictions and Easements for Town
Square, as recorded in Volume 15097, Page 457 of the Real Property Records of Tarrant
County, Texas, as affected by instruments recorded in Volume 15097, Page458, in Volume
16844, Page 91, in Volume 17262, Page 260, and in Volume 17263, Page 3 of the Real
Property Records of Tarrant County, Texas.
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Page 2 of 22
Development Agreement means, as defined in Recital D, the Development
Agreement, between the City and Phase IV Owner executed of even date herewith.
Economic Development Agreement means, as defined in Recital D, the Economic
Development Program Agreement, between the City and the Phase IV Owner executed of
even date herewith.
Operating Expenses means certain expenses actually paid by City pertaining to the
City's operation and maintenance of the Parking Garage Properties, and shall include, but
not be limited to, the following expenses (including the actual cost of labor associated
herewith): 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
Garage Properties, but shall not include the cost of taxes.
Parking Garage East means the parking garage located on Block 4R1, Lot 5 of
Phase IV of the South lake Town Square Addition to the City of South lake, Texas.
Parking Garage West means the parking garage located on Block 3R2, Lot 7 of
Phase IV of the Southlake Town Square Addition to the City of Southlake, Texas.
Parking Garage Properties means, collectively, the Parking Garage West and the
Parking Garage East.
Proportionate Share means a fraction expressed as a percentage, the numerator
of which is the total square footage of all buildings owned by the applicable party within the
Phase I and Phase IV Property, and the denominator of which is the total square footage
of all buildings within Phases I and IV of the Town Square Addition. It does not include the
Parking Garage West and Parking Garage East.
3. TERM. This Agreement shall become effective as of the date of execution by the
last party to sign this Agreement and shall continue until terminated as provided herein (the
"Term").
4. CONSIDERATION. As a portion of the consideration for the conveyance to City of
the Parking Garage West and Parking Garage East pursuant to the Development
Agreement, the City agrees to the terms of the Development Agreement and Economic
Development Agreement. As a portion of the consideration for such payment and
reimbursement by City and to facilitate and promote economic development, Project Owner
agrees to (i) include the applicable restrictions on parking described in Section 5.A.2 of this
Agreement in all of its leases, contracts of sale and deeds conveying any interest in the
Phase I and Phase IV Property, and (ii) pay for the Annual Maintenance Fee as provided
below and (iii) amend the CRE to impose the restrictions in Section 5.A.2 on the Phase I
Property and (iv) adopt and record these restrictions on the Phase IV Property.
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Page 3 of 22
5. PROJECT OWNER'S COVENANTS.
A. In consideration of City's agreement to reimburse Project Owner for a portion
of the cost to construct Parking Garage West and Parking Garage East pursuant to the
Development Agreement and Economic Development Agreement, Project Owner agrees
to:
1 . pay the Annual Maintenance Fee within 45 days after receipt from the
City of the invoice for such Fee; and
2. include provisions in all of its leases executed after November 16,
2004, and contracts of sale of any property located within any phase of the Town Square
Addition to the City that the tenants, owners and subsequent owners shall:
a. restrict their employees from parking in parking spaces located
on the first and second floors of either Garage; and
b. comply with the City's rules and regulations governing the
Parking Garages, as amended from time to time;
3. not impose a fee for parking in the Parking Garages;
4. not guarantee or reserve parking spaces in the Parking Garages; and
5. amend the CRE to include the provisions of this Section.
B. In consideration of the City's approval of the Site Plan, Association agrees
to:
1. adopt the provisions of Section 5.A.2 therein as rules and regulations
pursuant to Section 8.2 of the CRE; and
2. collect the Annual Maintenance Fee from the owners of property within
Phase I and remit the same to the City.
C. Phase I Owner agrees to make available 221 parking spaces for the use of
the City and County during construction of the Parking Garages in accordance with the
terms of the Existing License. Upon the Commencement Date, City agrees that the
Existing Irrevocable Parking License heretofore granted to City shall terminate. City agrees
to use all reasonable efforts to obtain County's consent to the termination of the said
License.
6. CITY'S RIGHTS AND COVENANTS. The City shall be and is entitled to all rights
and privileges of ownership of the Parking Garages except to the extent otherwise provided
in this Agreement and to shall be entitled to take all actions necessary or desirable to its
rights and obligations as owner and operator of the Parking Garage Properties. The City
agrees:
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Page 4 of 22
A. that City's invoice delivered to Project Ownerforthe Annual Maintenance Fee
shall include reasonably sufficient detail regarding the amount and calculation of Operating
Expenses (it being agreed that the standard for detail shall be the form of the invoice as
delivered to City under the Existing License);
B. that City shall not use the Parking Garage Properties for a "bus barn" or
vehicle maintenance area;
C. to restrict its employees, for the term of the Reinvestment Zone, from parking
in parking spaces located on the first and second floors of either the Parking Garage West
or Parking Garage East;
D. that the provisions of this Agreement do not alter the City's approval of the
Site Plan and that City intends that the parking garages be for the use of the general public;
and
E. to the extent permitted by law, it will not charge for parking at least until the
expiration of the Reinvestment Zone Number One, City of South lake (the "TIF District"),
established by Ordinance No. 682, adopted on September 23,1997.
7. INDEMNITY AND INSURANCE.
A. TO THE EXTENT PERMITTED BY LAW, ASSOCIATION AND PROJECT
OWNER SHALL INDEMNIFY, PROTECT, DEFEND AND HOLD HARMLESS CITY AND
ALL OF ITS RESPECTIVE OFFICERS, EMPLOYEES, SERVANTS, AND AGENTS
(COLLECTIVELY, "INDEMNITEES") FOR, FROM AND AGAINST ALL LIABILITIES,
CLAIMS, FINES, PENALTIES, COSTS, DAMAGES OR 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 ASSOCIATION AND PROJECT OWNER OR ANY OF ITS
EMPLOYEES, OR ANY OF ITS TENANTS OR OWNERS; (3) DAMAGE TO
ASSOCIATION AND PROJECT OWNER'S PROPERTY, OR THE PROPERTY OF ANY
OF ITS EMPLOYEES, OWNERS, OR TENANTS LOCATED IN OR ABOUT THE
PARKING GARAGES (COLLECTIVELY, "LIABILITIES").
B. PROJECT OWNER AND ASSOCIATION AGREE THAT CITY SHALL NOT
BE RESPONSIBLE FOR AND ASSOCIATION AND PROJECT OWNER HEREBY WAIVE
ALL CLAIMS ARISING OR ALLEGED TO ARISE FROM THEFT OF OR DAMAGE TO
ANY VEHICLES OCCUPYING THE PARKING IMPROVEMENTS OR THE CONTENTS
OF SUCH VEHICLES.
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Page 5 of 22
8. DEFAULT.
A. Events of Default. In the event Project Owner shall fail to pay maintenance
or sums payable by Project Owner hereunder when due or Project Owner shall fail to
comply with or observe any other provision of this Agreement and such failure shall
continue for 30 days after written notice to Project Owner; an event of default shall be
deemed to have occurred.
B. Remedies. Upon the occurrence of any event of default and the expiration
of any the notice and cure period, City shall have the option to pursue any remedy at law
or in equity without any further notice or demand whatsoever, including termination and the
imposition of a lien on the property of the Project Owners or their successors in the amount
of any delinquent payment. Moreover, the parties agree that a default in the payment of
the Annual Operating Expenses will result the delinquent amount being deducted from the
Program Payments otherwise due Phase IV Project Owner under the Economic
Development Agreement. All rights and remedies of City 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.
C. Interest Pavable. Any payment due under this Agreement that is not paid
within 10 days after the date herein specified to be paid shall bear interest from the date
of such payment is due to the date of actual payment at the rate of ten percent (10%) per
annum or the highest lawful rate of interest permitted by Texas or federal law, whichever
rate of interest is lower; provided however, that not more often than once every five years,
the City shall have the right to adjust the interest rate to reflect prevailing market conditions.
9. AMENDMENT. Any agreement hereafter made between City, Association and
Project Owner 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 all parties.
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 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 either a prior or
subsequent default of the same obligation or for any prior or subsequent default of any
other obligation.
11. PARTIES AND SUCCESSORS. Subject to the limitations and condition 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, restrictions on parking
and covenants regarding payment of the Annual Maintenance Fee set forth in this
Agreement are hereby declared covenants running with the Property and are fully binding
on the City, the Association and the Project Owner and each subsequent owner. or
assignee of all or any portion of the Property and shall be binding on all successors, heirs,
and assigns of the Project Owner or Association which acquire any right, title or interest in
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Page 6 of 22
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or to any property located within any phase of the Town Square Addition to the City. This
Agreement shall be recorded in the Real Property Records of Tarrant County.
13. NOTICE.
If intended for City, to:
City Manager
City of Southlake
1400 Main Street, Suite 460
Southlake, Texas 76092
If intended for Phase I Owner, to:
Town Square Ventures, L.P.
1700 Alma Road
Piano, Texas 75075
Attn: Matt Tice
If intended for Phase IV Owner, to:
SL TS Grand Avenue, L.P.
1256 Main Street, Suite 240
Southlake, Texas 76092
Attn: Brian R. Stebbins
If intended for Association, to:
South lake Town Square Assn.
1256 Main Street, Suite 240
Southlake, Texas 76092
Notices shall be deemed received upon the earlier of (1) actual receipt, (2) if mailed, three
days after deposit by certified mail (return receipt requested) 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.
14. GOVERNING LAW. 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.
15. MISCELLANEOUS. 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 Association, Project Owner and City with respect
to the subject matter hereof). Further, the provisions of this Agreement shall not be
construed against or in favor of a party hereto merely because such party is the "City" or
the "Project Owner" hereunder or such party or its counsel is the drafter of this Agreement.
16. TIME OF ESSENCE. Time is of the essence of this Agreement and each and all
of its provisions in which performance is a factor.
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Page 7 of 22
17. REPRESENTATIONS AND WARRANTIES.
A. Project Owner hereby represents and warrants to the City that:
1. Project Owner has full lawful right, power and authority to execute and
deliver and perform the terms and obligations of this Agreement and that the execution and
delivery of this Agreement has been duly authorized by all necessary action by the Project
Owner;
2. this Agreement constitutes the legal, valid and binding obligations of
Project Owner and is enforceable in accordance with its terms and provisions;
3. Project Owner is the sole owner of all property within the Project and
there are no liens, encumbrances, leases, tenancies, rental agreements or concession
agreements in effect regarding the Phase I or Phase IV Property except those listed in
Exhibit D;
4. all action necessary to ensure that the lienholders and tenants
identified in Exhibit D have consented to the provisions of this Agreement and agreed to
be bound by the provisions hereof; and
5. the execution and performance of this Agreement will not violate
Section 7.2 of the CRE.
B. The Association hereby represents and warrants to the City that:
1. Association has full power and authority to agree to this Agreement
and full lawful right, power and authority to execute and deliver and perform the terms and
obligations of this Agreement;
2. the execution and delivery ofthis Agreement has been duly authorized
by all necessary action by the Association;
3. the Association's execution and performance under this Agreement
will not violate the CRE or any other Agreement to which the Association is a party; and
4. Association is empowered and authorized pursuant to Section 8.2 of
the CRE to impose the provisions of this Agreement in its rules and regulations for parking.
C. The foregoing representations and warranties shall survive the execution of
this Agreement and continue throughout the Term. ..........,tot;~;.~.=""..
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CITY OF SOUTHLAKE, TEXAS
By:
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Andy Wambsganss, Mayor
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Page 8 of 22
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COUNTY OF TARRANT ~
This instrument was acknowledged before me on (Vlta.r-ck ')q ,2005, by Andy Wambsganss, the Mayor
of the Cit;s:a:Outhlake, Texas, a Texas municipality on behalf of sa~id munici~a(Jlity. ~
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My Commission Expires:
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W:\Southlake\Agreements\EDC Agreements\Parking Agrmt. Final.030205. wpd
Page 9 of 22
TOWN SQUARE VENTURES, L.P.,
an Illinois limited partnership, Phase I Owner
By: WESTERN TOWN SQUARE VENTURES I 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:
Name:
Its:
~'\'\o-.v ~
Date of Signature:
STATE OF ILLINOIS
COUNTY OF DUP AGE
This instrument was acknowledged before me on MC\;vc.h 21 , 2005, by
De b (t'\.,..- A .P6\ Inuf , the Ass1-Secn.fMy ofInland Western Retail Real Estate Trust, Inc., sole member
of Western Town Square Ventures I GP, L.L.c., general partner of Town Square Ventures, L.P., on behalf of said
corporation, limited liability companies and limited partnerships.
(Seal)
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My Commission Expires:
OFFICIAL SEAl
KIMBERlY A M/TCHaL
NOTARY PUBLIC - STATE OF ILLINOIS
MY COMMISSION EXPIRES: 03-12.07
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SL TS GRAND AVENUE, L.P.,
a Texas limited partnership, Phase I Owner
By: SL TS Grand Avenue Genpar, L.L.C.,
a Texas limited liability company,
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: ~'
Brian R. Ste ins,
Managing Member
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STATE OF TEXAS ~
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COUNTY OF TARRANT ~
This instrument was acknowledged before me on flbrc:JJ rx ' 2005, by Brian R. Stebbins, the
managing member of CS Town Centers, LLC, the general partner of Cooper & Stebbins, L.P., the member of SL TS Grand
Avenue Genpar, L.L.C., the general partwmflf,~L TS Grand Avenue, L.P., on behalf of said limited liability companies and
limited partnerships. "\\\\\\~ A.RA ''::'''II~
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SOUTH LAKE TOWN ~~"l.'~$Sr>tIATION,
A TEXAS NON PROFIT CORltORA'fION
By: ..zK'f(~ ~
Brian R. Ste~s, President ~
STATE OF TEXAS ~
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COUNTY OF TARRANT ~
This instrument was acknowledged before me on -IJ1J.rr 11 Jg , 2005, by Brian R. Stebbins, the
President of Southlake Town Square ~~tjl1itMiQJ} Inc., a Texas non-profit corporation on behalf of said corporation.
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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, 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:
Name:
Its:
Date of Signature: V\lCi.tCh.;;}\ i ;)0 oS'
STATE OF ILLINOIS )
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COUNTY OF DUP AGE )
This instrument was acknowledged before me on (V\tVYC..tl 21 , 2005, by
(kbl'''~ A. P(tl~ , the As~t. <;eCY.{1.ofInland Western Retail Real Estate Trust, Inc., sole member
of Western Town Square Ventures GP, L.L.C., gen al partner of C&S Southlake CapItal Partners I, L.P., a Texas
limited partnership, member of Town Square Ventures II GP, L.L.c., a Texas limited liability company, general
partner of Town Square Ventures II, L.P., on behalf of said corporation, limited liability companies and limited
partnerships.
(Seal)
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Notary Pubh and for the State of
My Commission Expires:
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OFFICIAL SEAl
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NOTARY PUBlIC - STATE OF IlUNOIS
MY COMMISSION EXPIRES: 03-12'()7
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EXHIBIT A-1
LEGAL DESCRIPTION OF PHASE I
Lots 3 and 4, Block 1 R; Lots 2 and 4, Block 2R1; and Lots 1 and 2, Block 3R1 r
SOUTHLAKE TOWN SQUARE - PHASE I, an Addition to the City of South lake, Tarrant
County, Texas, according to plat recorded in Cabinet A, Slide 6888 and 6889, Plat Records
of Tarrant County, Texas;
Lots 1 and 2, Block 1 R; Lots 1 and 3, Block 2R1 , SOUTH LAKE TOWN SQUARE - PHASE
I, an Addition to the City of Southlake, Tarrant County, Texas, according to plat recorded
in Cabinet A, Slide 6888 and 6889, Plat Records of Tarrant County, Texas; and
Lots 3, 4 and 5, Block 5R; and Lot 1, Block 4R, SOUTH LAKE TOWN SQUARE - PHASE
I, an Addition to the City of Southlake, Tarrant County, Texas, according to plat recorded
in Cabinet A, Slide 6888 and 6889, Plat Records of Tarrant County, Texas.
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Page 13 of 22
EXHIBIT A-2
LEGAL DESCRIPTION OF PHASE IV
Lots 4,5,6 and 7, Block 3R2; and Lots 4,5,6, and 7, Block 4R1; Blocks 12-14; Block 17;
and Block 18, SOUTHLAKE TOWN SQUARE - PHASE IV, constituting the Plat Revision
approved by the City of South lake as Case No. ZA04-071 on October 5,2004, described
by metes and bounds on the boundary survey of February 10,2005, and prepared by Brury
and Partners attached as follows:
[Remainder of Page Intentionally Left Blank]
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Page 14 of 22
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EXHIBIT "B"
DEPICTION OF PHASE I AND PHASE IV OF THE PROJECT
W:\Southlake\Agreements\EDC Agreements\Parking Agrmt. Final.030205. wpd
Page 17 of 22
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EXIDBIT B
DEPICTION OF PHASE I AND IV OF THE PROJECT
- - - -
J L
JU
.<<IIIT.loin t4llIlLn,UD I'" I'ltlt,
- - -
-
~"'SlElUll:\:s..!:,"_
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,~ ~ENCES.L'\"r'
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GRAND AVENUE
MASTER PLAN
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EXHIBIT "C"
APPROVED SITE PLAN FOR PHASE IV OF THE PROJECT
W:\Southlake\Agreements\EDC Agreements\Parking Agrmt. Final.030205. wpd
Page 19 of 22
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EXHIBIT "0"
LIST OF LIENS, LEASES, TENANCIES, ENCUMBRANCES,
AND CONCESSION AGREEMENTS
W:ISouth lake\AgreementslEDC Agreements\Parking Agrmt. Final. 030205. wpd
Page 20 of 22
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EXHIBIT D
LIST OF LIENS. LEASES. TENANCIES. ENCUMBRANCES AND
CONCESSION AGREEMENTS
PHASE 1:
Owner:
Property:
Lienholder:
Encumbrances:
Concession Agreements:
Tenancies:
American Eagle
Animal Crackers
Ann Taylor
Any Occasion Gifts
BA Framer
Banana Republic
Barse Retail
Bath and Body Works
Bless Your Heart
Boardroom
Bombay Company
Cafe Express
Charmed by Melissa
Chico's
Circa Design
Corner Bakery
D'Hierro
Eddie Bauer
Eyes Nouveau
FNB of Wichita Falls
Francesca's
Gap
Gap Kids
Harold's
Jamba Juice
James Avery
Jos A. Bank
Just Add Water
Kobe Steakhouse
Lane Bryant
LC Footwear
Lover's Eggroll
Magic Moon
Mi Cocina
Milwaukee Joe's
Oshkosh B'Gosh Retail
Paws and Claws/Sweet Shop
Riding High/Mole Hole
Rockfish
Exar
Town Square Ventures, L.P.
Blocks 1,2,4 (excluding Lot 3), and 5
Nomura Credit & Capital, Inc.
Per Phase I Final Plat
None
Ruby
Sharper Image
Sprint
Starbucks
Stylette dba Glass Slipper
Sweet & Sassy
Talbots
Terrace Day Spa & Salon
Thai Chili
The Container Store
The Mother's Place
The Paper Closet
Three Feet
Victoria's Secret
Village Jewelers (Block 2)
Village Jewelers (Block 5)
Villeroy & Boch
Williams-Sonoma
X's & O's
Yong Nim Cho
Abernathy
Audra D. Boxma, PA
Benefit Architects
Bradley, Luce & Bradley
Brownstones
Century 21
Charles Schwab
Coldwell Banker
Collins Industries
Cooper & Stebbins, L.P.
Countrywide Home Loans
Dallas Morning News
Dr Angela Bowers
Dr. Mary Wyant
Dr. Scott Kasden
Dr. Steven J Fuqua
Dr. Todd White
Educational Tech
Edward Jones
General Mills
Genentech
Gregory Taylor
Harken Energy Corporation
Harold's (Office)
Heinen & Associates
Hometrust Mortgage
House of Representatives
Harken Energy Corporation
Johnson & Johnson
Johnson Rooney Welch
Just for Kids
Keller Williams Realty
Larry North Total Fitness
Larsen & King
Johnson & Johnson
Lifeguard (Block 5)
Lyons, Butler & Pesserillo
Main Street Financial (Tamer)
Micheal Bryan
Natural Healing Center
Ortho-Alliance/Johnson & Collins
Pearlstone Energy-M Young
Prizm Development
Rattikin Title Group
Southtrust Mortgage
Stifel, Nicolas & Co
Swedish Match
Sylvan Learning Center
Terrace Day Spa (office)
Texas Nations
The Langley Holding Co
Town Square Mortgage
Vicki T ru itt
Viking Office Products
Villeroy & Boch
Williams- Sonoma Storage
Farmers Insurance
Feet Feet
Jr\ 0 F -;-'r
Owner:
Property:
Lienholder:
Encumbrances:
Concession Agreements:
Tenancies:
Crate & Barrel
L'Occitane
Talbots Petites and Kids
Vignettes
GSCS
Owner:
Property:
Lienholder:
Encumbrances:
Concession Agreements:
Tenancies:
PHASE IV:
Owner:
Lienholder:
Encumbrances:
Town Square Ventures II, L.P.
Block 3, Lot I
Nomura Credit & Capital, Inc.
Per Phase I Final Plat
None
Insight Equity Holdings
Jennifer Grey/Henry S. Miller
Lifeguard
Newell Rubbermaid
Ops Technology
Salomon Smith Barney
Standerfer Law Firm
Origins
Pottery Barn
SLTS Grand Avenue, L.P.
Block 3, Lot 2 and Block 4, Lot 3
Cooper & Stebbins, L.P. (to be assigned)
Per Phase I Preliminary Plat
None
None
SL TS Grand Avenue, L.P.
Cooper & Stebbins, L.P. (to be assigned to ChaselBank of
America/Comerica in conjunction with closing of the Grand
Avenue construction loan)
Per Phase IV Preliminary Plat (to be supplemented by
franchise utility easements when civil drawings are complete)
None
Concession Agreements:
Tenancies:
Signed Leases/Contracts:
Hobbs & Curry Family Limited Partnership (Hotel)
Harkins Theater
Barnes & Noble
Coldwater Creek
Snuffers
Express
Christopher & Banks
Anthropologie
Brighton
Claddagh Pubs of Southlake
Coldwater Creek
Lease in Final Negotiation:
Cheesecake Factory
Brio
Claire's
Chico's
Lucky Brand
White HouselBlack Market
New York & Co.
Potbelly Sandwich Works
Elisabeth
Sigrid Olsen
Robb & Stucky/Henredon
Apple
Damon & Drapers
'r1of 'J-t