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A-823 (AIL) lt436 02036 100.?02 UNDERGROUND WATER UTILITY EASEMENT AGREEMENT OFFICIAL RECQR This UNDERGROUND WATER UTILITY EASEMENT AGREEMENT (this "Agreement") is entered into as of the 29th day of December, 1998 between AIL Investment, L.P., a Texas limited partnership ("Grantor"), and the City of Southlake, Texas, a municipal corporation of Tarrant County, Texas ("Grantee'l). For and in consideration of $1.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the mutual covenants contained herein, Grantor and Grantee agree as follows: 1. Grant of Easement. Subject to the terms and conditions of this Agreement, Grantor hereby grants and conveys to Grantee an easement (the "Easement") over, under and across the property described in Exhibit "A" attached hereto (the "Easement Tract"). This grant and conveyance is made subject to all matters of record affecting the Easement Tract as of the date shown above. 2. Purpose of Easement. The Easement shall only be used for the purposes of installing, constructing, using, operating, maintaining, repairing and replacing underground water facilities (the "Underground Facilities") that are owned by Grantee or a Permitted Assignee (as hereinafter defined). Customary appurtenances to the Underground Facilities that cannot be installed underground may be permanently installed on or above the surface of the Easement Tract with the prior approval of Grantor, which approval shall not be unreasonably withheld or delayed. Temporary facilities may be located or placed on the surface of the Easement Tract to the extent reasonably necessary to install, construct, maintain, repair or replace the Underground Facilities, but only during the period of such installation, construction, maintenance, repair or replacement, and such temporary facilities shall thereafter be immediately removed by Grantee or a Permitted Assignee, as the case may be. 3. Permitted Assignment. Except as provided in this Paragraph 3, Grantee shall not convey, transfer, pledge, encumber or assign any of its rights under this Agreement without the prior written consent of Grantor. Notwithstanding the foregoing, however, Grantee may assign all or any of its rights under this Agreement without the consent of Grantor provided that all of the following conditions are satisfied: (a) the assignee must be a public utility that obtains a franchise from Grantee; (b) Grantee must give written notice of the assignment and franchise to Grantor; and (c) Grantee must deliver to Grantor a written agreement signed by the assignee in which the assignee agrees to be bound by all the terms and conditions of this Agreement. Any purported assignment that does not satisfy all of the foregoing conditions shall be void. Any permitted assignee of the rights of Grantee pursuant to this Paragraph 3 shall hereinafter be referred to as a "Permitted Assignee." Grantor shall have the right to assign the Easement and this Agreement without the consent of Grantee or any Permitted Assignee; provided, however, such assignment(s) shall be limited to assignees that own fee simple title to the property burdened by the Easement. 4. Other Easements. Grantor reserves the right to grant other rights and easements across, over or under the Easement Tract to such other persons as Grantor deems proper, provided such other grants do not interfere with the use of the Easement by Grantee for the purposes set forth herein. 5. Relocation. Grantor reserves the right, at Grantor's expense, to relocate any of the Underground Facilities (to locations inside or outside of the l?asement Tract) providc:d Grantor executes and delivers to Grantee an easement agreement III the same form as thIS Page 1 South lake Underground Water Utility Easement Agreement cbek/I171-uwuea-ail-s/msf ~._._-_..--..~,......".._._~,"~~"., "..""'_._,-,_........_...._"-~,.._'...'.. ,...,,--....... '",.,~._.,_. if 4 3 6 02037 Agreement for the new location and provided Grantee approves Grantor's plans, specifications and procedures for such relocation (which approval shall not be unreasonably withheld or delayed). 6. Repairs. Grantee shall repair any damage to the Easement Tract and surrounding property (including any improvements located thereon) resulting from Grantee's use thereof. 7. Prohibited Substances. Grantee shall not use the Easement Tract in a manner which violates any federal, state, or local law, regulation, rule or ordinance or which constitutes a public or private nuisance. Except for the normal use of fuels and lubricants (but excluding the storage of any such fuels or lubricants), Grantee shall not locate, place, generate, store, manufacture, use or dispose of on or about the Easement Tract any chemical, pollutant, toxic substance, hazardous material, waste or other substance that is the subject of any federal, state or local law, regulation, rule or ordinance pertaining to public health, safety or to the protection or conservation of the environment. 8. Indemnification. Grantee and/or any Permitted Assignee, as an express condition to the exercise of any rights under this Agreement, AGREES TO RELEASE, HOLD HARMLESS, INDEMNIFY AND DEFEND GRANTOR (AND GRANTOR'S AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENT A TIVES) FROM AND AGAINST ANY AND ALL CLAIMS, SUITS, LOSSES, LIABILITY, COSTS, AND EXPENSES SUFFERED OR INCURRED BY ANY OF THE INDEMNIFIED PARTIES THAT DIRECTLY OR INDIRECTLY RESUL TS FROM ANY USE OF THE EASEMENT TRACT OR EXERCISE OF ANY RIGHTS UNDER THIS AGREEMENT BY GRANTEE OR SUCH PERMITTED ASSIGNEE OR BY ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT, REPRESENTATIVE, CONTRACTOR OR SUBCONTRACTOR OF GRANTEE OR SUCH PERMITTED ASSIGNEE. 9. Notices. All notices given pursuant to or in connection with this Agreement shall be in writing and shall be effective when deposited in the U.S. mail, postage prepaid, certified or registered delivery with return receipt requested or, if delivered by some other manner, when actually received. Notices to the parties shall be addressed as follows: To Grantor: AIL Investment, L.P. 13600 Heritage Parkway, Suite 200 Fort Worth, TX 76177 Attention: William P. Resch To Grantee: The City of Southlake, Texas 1725 East Southlake Boulevard Southlake, TX 76092 Attention: Ci rly Me( f1 t1.J ~~r From time to time a party may designate a new address for the purpose of receiving notices hereunder by giving notice of its new address to the other party in the manner provided above. 10. Limitation on Liability. Grantee shall only be liable under this Ag~eement for the acts omissions and breaches of Grantee and its officers, employees, duly authonzed agents, duly authorized representatives, contractors, and subcont~ac~ors. Each Permitted A~sig~ee shall only be liable under this Agreement for the acts, omISSIOns, and breaches of ItS dlfector~, officers, employees, agents, representatives, contractors, and subcontractors. For purposes of thIs Page 2 Southlake Underground Water Utility Easement Agreement cbekJl171-uwuea-ail-s/msf 4436 02038 paragraph, a Permitted Assignee shall not be deemed to be a contractor of Grantee solely because (i) such Permitted Assignee holds a public utility franchise from Grantee; (ii) Grantee participates in the cost of Underground Facilities to be installed or constructed by such Permitted Assignee under contracts to be awarded by such Permitted Assignee; or (iii) Grantee approves plans and specifications for Underground Facilities to be installed or constructed by such Permitted Assignee under contracts to be awarded by such Permitted Assignee. 11. Parties Bound. The rights, duties and obligations created by this Agreement shall constitute covenants running with the land, shall be binding on all subsequent owners of fee simple title in and to the Easement Tract, and shall be binding upon and inure to the benefit of Grantor, Grantee and their respective assignees as permitted by Paragraph 3 hereof. TO HAVE AND TO HOLD the above-described premises, together with all and singular, the rights and appurtenances thereto in anywise belonging, unto Grantee, its successors and permitted assigns, forever. Grantor does hereby bind itself, its successors and assigns, to warrant and forever defend, all and singular, the said premises, subject to all matters now of record affecting said premises, unto Grantee, its successors and permitted assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through or under Grantor, but not otherwise. EXECUTED to be effective as of the date first written above. AIL Investment, L.P. a Texas limited partnership By: Hillwood Operating, L.P., a Texas limited partnership, its general partner By: Hillwood Development Corporation, a Texas corporation, its general partner By: ior Vice PreSIdent ACCEPTED AND APPROVED The City of Southlake, Texas By: Title: //) \\\ \ \ \\\11 I I HI" 1111. .;,:",,' >'(\"\LAKS- ~~ A TTEST- ~':'~"i,...",':J ~,,~..f-f!ouo.....: ;.. ~ ~ ikJjJ{';;;:"'" ....~ 'It ::;""". ~J.:'= . '~: t, J'n ~ ,-,~, "- City Secretary \v/.' A~ ...;,., ',' " Page 3 Southlake Underground Water Utility Easement Agreement cbekll171-uwuea-ail-s/msf 4436 02039 THE STATE OF TEXAS S S COUNTY OF TARRANT S This instrument was acknowledged before me on thislJ),. day of9p.-1'V\a~, 199 j, by William P. Resch, Senior Vice President of Hillwood Development CbrporatioLt general partner of Hillwood Operating, L.P., general partner of AIL Investment, L.P., a Texas limited partnership, on behalf of said limited partnership. ~~~~S@~S jL~~ - THE STATEPF TEXAS . ; . ,\\,.' ~ ~""/~ COUNTy OF TARRANT s s s '3 day of AJ7~ , 199!l, of the City~, Texas, , ecretary the City of Southlake, Texas, a the City of Southlake, Texas. KIM L. BUSH Notary Public '""-;.' -.,.:":"\'....,1':.,. ~..n:-.~. GRANTEE'S ADDRESS: AFTER RECORDING, RETURN TO: The City of Southlake, Texas 1725 East Southlake Boulevard Southlake, TX 76092 Attention: The City of Southlake, Texas 1725 East Southlake Boulevard Southlake, T 76092 '.1 ~ Attention: /! ill Yl ~i1J/J.i1t1--" WITH COpy TO: Hillwood Development Corporation 13600 Heritage Parkway, Suite 200 Fort Worth, TX 76177 Attention: William P. Resch cbekJ 1171-uwuea-ail-s/msf Page 4 Southlake Underground Water Utility Easement Agreement cbekJI171-uwuea-ail-s/msf 4436 02040 EXHIBIT" A" LEGAL DESCRIPTION PERMANENT WATERLINE EASEMENT BEING a strip of land located in the C. Medlin Survey, Abstract Number 823, Denton County, Texas and being a portion of that tract ofland conveyed to AIL Investment, L.P., recorded in Volume 13275, Page 542 of Deed Records, Tarrant County, Texas and being more particularly described by metes and bounds as follows; BEGINNING at a the northwest comer of that tract ofland conveyed to FMRTX L.P., recorded in Volume 13457, Page 403 of Deed Records, Tarrant County, Texas and recorded in Volume 4192, Page 1810 of Real Property Records, Denton County, Texas and being in the southerly right-of-way of State Highway 114 (a variable width right-of-way) and being more particularly described by metes and bounds as follows; THENCE S 19046'33"W, 25.78 feet, departing said southerly right-of-way; THENCE S 70039'43"W, 12.75 feet; THENCE N 68043'08"W, 147.38 feet; THENCE N 22049'37"W, 35.72 feet to the beginning ofa curve to the right; THENCE with said curve to the right, an arc distance of 313.01 feet, through a central angle of 03 005'32", having a radius of 5799.58 feet, the long chord of which bears N 66006'10"W, 312.97 feet; THENCE N 64034'36"W, 469.25 feet; THENCE N 72004'55"W, 153.39 feet; THENCE N 60031'04''W, 113.52 feet; THENCE N 24034'35"E, 50.18 feet, to the southerly right-of-way of State Highway 114; THENCE S 60031'04"E, 20.07 feet, with said southerly right-of-way; THENCE S 24034'35"W, 30.11 feet, departing said southerly right-of-way; THENCE S 60031'04"E, 93.14 feet; C&B Job No. 981502014 S#CTR J :\JOB\98150214\SUR\ WP\LEG\502VEA _2.LEG Tracking No. 1171 December 15, 1998 Page 1 of2 Lt436 02041 THENCE S n004'55"E, 152.68 feet; THENCE S 64 034'36"E, 470.56 feet to the beginning of a curve to the left; THENCE with said curve to the left, an arc distance of 320.17 feet, through a central angle of 03 010'26", having a radius of 5779.58 feet, the long chord of which bears S 66008'37"E, 320.13 feet, to said southerly right-of-way; THENCE S 22049'37"E, 35.51 feet; THENCE S 68043'08"E, 131.51 feet; THENCE N 70039'43"E, 21.61 feet to the Point of Beginning and containing 25,505 square feet or 0.586 acres of land more or less. C&B Job No. 981502014 S#CTR J :\JOB\98150214\SUR\ WP\LEG\502VEA _ 2.LEG Tracking No. #### December 15, 1998 Page 2 of2 <.i c vi NO. U) Q) 0\ C7 L :J C8 en "" C9 L C34 Q) + L 0 U ^ .D ro (J1 '" - () + 1::. 0\ - L ^ 0. 0 u Point of Beginning RAD I us DEL T A CUR';R~ABlE CHORD BEAR I NG Temporary jismt. #1 mnnE~~:~~~ m:~t HU: n;~~n;~'; j~ Pomto/Br 57<9.::< 02052 24 288.33 288. "~~~::'@:' ~@.~ ~~~..'.'"~~.''...'-..O''''.'.''''''''' rc.,.. !.:.1:..~.t. ;;;~& VO<. /!\tv, ~ _ W> ?d,~ / ~~_'J- .<, <<"dTer/fporary Esmt. #2 J.:y ~Sl: PoinffifBegkming . '6-~<S>" .r~~lo ", Q 12 ~.>~ ~!\tl' 'temporary Esmt. #2 ~ ,\,' '\' ~ . ?: Q ~ · ~~"" / !\o.,t\(j.f#~ ,/ . ~O~ ~-{ . ~~~/./ ~./. \ ~ . 00 \ 'c~~_ . ,~-q.~ ,ox. ~ .-:,c.;;~ 0">\ -z; .,.-z;1i. ~. " 'n 12.... rj/ T4 IS 16 T7 18 T9 710 711 112 T13 TANGENT TABLE S.19046' 33"W' 25.78' 570039' 43" W 12.7S' N22g4g' 37" W 3S. 72' .N66~ 31" 04" W 113. S2' N24034' 3S" E SO. HI' S60031'04"E 20.07' S240 34' 20" W 30. II' 560031' 04" E 93. 14' 522049'37"E 35.51' S70039'43i,W 21.61' 51 gO 46'33" W 38. 32' N22049'37"W 36.07' S22049'37"E 42.61' DATE. 13-Dec-98 14.09 F ILEI j.\jOD\981S0214\5ur\SOlvea.2. dgn CARTER & BURGESS, INC. 3880 HULEN STRfET FORT WORTH,lX 76107-7254 (8171 735 - 6000 JOB # 981502014 t~436 02042 BACKGROUND TOPOGRAPHY FROM AERIAL PHOTOGRAPHY " PERMANENT TEMPORARY TEMPORARY EASEMENT EASEMENT NO.1 EASEMENT NO.2 25,505 so. FT. 3.0,626 so. FT. 39,,754 SO. FT. \Y& ~@ \1. ~ 00 nJ\ ~ ~\1.~ ~ '. ~ \f\l {'. ~\\J)W<> '\Jl ~ ~ ~ .~CALE 1" 150' EXHiBIT "B" PERMANENT WATERLINE EASEMENT & TEMPORARY CONSTRUCTION EASEMENTS )-ca ;;\ ~ ~... ~ '1), ,.--- ~~~\ ~. .,\ ',0\ d%' 'S: ~~\ ~ ....~....;;\ ~\ ..~# '.':. 0\'0'\ ~ \ '\t:.,iJ>~ ~\..' ~ '. ~~: ~"'. ~ ~ ....~'~ " !tV.@! @1 ~ .. "U ~<9J \'!, ~@.~ ~il ~\l'\l'~\l\l \, '\ \': VC( f::-: V. . I.i;r-t' C(. q~:$> (;:;, <II . r . 1::>.... -<r.;:;, 9-2 . (' \,; '-<r.~ ~ J: <l0~ . c: r Ie . 10 SHT. NO. '\ TAB DESIGNED: CHECKED: 1 OF 1 ,!.436 U2043 ANY PROVISION HEREIN WHICH RESTRICTS THI! SAle, RENTAL. OR USE OF THE DESCRI8ED REAL PROPERTY B<CAUSE OF COLOR OR RACE IS ItIoYAUO ANI) UNEI\IFOjCEABLE UNDER FEDERAL LAW, THE'S l....TE ~ F TE.XAS COUNTY OF OENTC.~ I h.roby <ortr!y L'1., Il1Io 'n"ltJI1lon! .... FILED In the Fi. Number lOClueno. on, Ill. dolo """ h. limo "amp.., h.""" by me; and .... ellly RECORDED, In the 01flo>ia1 Public "-rao of Re., Property 0/ Oonlon COlJnly, T.... at SEP 3 0 1999 ~ /cJcuJ. COUNTY CLEflK DENtoN COUNTY, TEXAS F'led fOT RecoTd in: 1 U COUHTY TX TY g~~t~IA MITCHtLL, COUH CLERK On Sep 30 1'3'3'3 At 2:54pm '3'3-R0100702 Doc/Hum EAS Doc/Type: 17.00 RecoTding: 6.00 Doc/Mgmt : 3'3710 Receipt ~:FRAHCHESKA Deputy