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Item 4NCity of Southlake, Texas M E M O R A N D U M December 12, 2007 TO: Shana Yelverton, City Manager FROM: Sharen Jackson, Director of Finance Authorize the Mayor to enter into an irrevocable license and parking, SUBJECT: management and use agreement between the City of Southlake and Tarrant County _____________________________________________________________________ Action Requested : City Council approval authorizing the Mayor to enter into an irrevocable license and parking, management and use agreement between the City of Southlake and Tarrant County Background Information: In August 2003, the City of Southlake, Tarrant County and developer entered into a license agreement providing for the construction, maintenance and use of parking in the Town Square development. In this agreement, the city and county agreed to pay an amount “up front” for the construction of parking spaces and an annual license fee thereafter through the term of the agreement. Tarrant County was provided the right to 25% of the spaces and paid 25% of the costs. This agreement provided for 221 non- exclusive parking spaces, and had a term of January 1, 2003 through December 31, 2012. In 2005, the City of Southlake entered into an operating agreement with the developer, to commence on the date the garages are conveyed to the city. In this agreement, the developer agreed to include a number of parking restrictions in his tenant leases. He also agreed to pay an annual fee for the ongoing use and maintenance of the garages, among other things. Tarrant County is not a party to this agreement. Since the conveyance of the parking garages is imminent, it has become necessary to dissolve the old license agreement. This requires Tarrant County action. To address Tarrant County’s concerns about Town Square parking, the city has offered a license agreement to Tarrant County. The county has approved this agreement, which must now be approved by the City of Southlake. This agreement will memorialize the our agreement relative to the county’s use of, and payment of costs associated with the parking improvements. Under the terms of this agreement, the City of Southlake will:  Grant a license for the use of 55 non-exclusive parking spaces;  These spaces will be located in any parking area, excluding the ground floor and second floor of each of the two garages;  The annual license fee will be 25% of the difference between the operating expenses and annual maintenance fee;  The initial term of the agreement will begin on the commencement date and continue until December 31, 2106;  With the approval of the license, the county assents to the termination of the existing license agreement. Financial Considerations: This agreement continues the terms agreed to in the original license agreement. Financial Impact: N/A Citizen Input/ Board Review: N/A Legal Review: The agreement was drafted and the final form has been approved by the City Attorney. Alternatives : N/A Supporting Documents: Irrevocable license and parking, management and use agreement between the City of Southlake and Tarrant County. Staff Recommendation : Approval IRREVOCABLE LICENSE AND PARKING, MANAGEMENT AND USE AGREEMENT BETWEEN CITY OF SOUTHLAKE, TEXAS (Owner) AND COUNTY OF TARRANT, TEXAS (Grantee) Dated as of ___________________, 2007 TABLE OF CONTENTS 1. GRANT OF LICENSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 3. TERM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 4. CONSIDERATION FOR LICENSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 5. INDEMNITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 6. RIGHTS UPON DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 7. CERTAIN RIGHTS RESERVED BY OWNER . . . . . . . . . . . . . . . . . . . . . . . . 5 8. AMENDMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 9. SEVERABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 10. WAIVER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 11. PARTIES AND SUCCESSORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 12. COVENANTS RUN WITH THE PROPERTY . . . . . . . . . . . . . . . . . . . . . . . . . . 6 13. NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 14. CAPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 15. NUMBER AND GENDER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 16. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 17. ENTIRE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 18. TIME OF ESSENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 19. BROKER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 20. ATTORNEY’S FEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 21. FORCE MAJEURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 IRREVOCABLE LICENSE AND PARKING, MANAGEMENT AND USE AGREEMENT This Parking, License, Management and Use Agreement (this "Agreement") is entered into as of the ___________ day of ________________, 2007, between the CITYOF SOUTHLAKE, TEXAS the COUNTY OF TARRANT, TEXAS ("Owner"), and ("Grantee"). RECITALS A. Owner and Grantee jointly own and use Town Hall in the City of Southlake, Texas, for their respective governmental purposes, in accordance with an Interlocal Agreement dated August 26, 2003. The City’s zoning regulations require 221 parking spaces for the use of Town Hall, of which Grantee is responsible for and entitled to 25 percent of the spaces in accordance with its interest in Town Hall and pursuant to the Interlocal Agreement. B. The parties currently have access to parking necessary for the use of Town Hall through an irrevocable license dated August 26, 2003, and obtained from Southlake Central Venture, a Texas general partnership, Southlake Venture West, L.P., a Texas limited partnership, Southlake Venture West II, L.P., a Texas limited partnership, and Southlake Central Venture II, L.P., a Texas limited partnership (“Existing License”), which grants to Owner and Grantee the right to park on certain property located in the vicinity of Town Hall. C. In accordance with the Development Agreement between Owner and SLTS Grand Avenue, L.P., a Texas limited partnership (“Phase IV Owner”), Phase IV Owner has constructed two parking garages located on Block 3R2, Lot 7 and Block 4R1, Lot 5, respectively, of Phase IV of the Town Square Addition, in the City of Southlake, Texas, as shown on the attached Exhibit “A” (collectively, “Parking Improvements”). The Parking Improvements are intended to serve the Owner and Grantee, and the tenants and visitors to Southlake Town Square. D. The Development Agreement requires Phase IV Owner to convey the Parking Improvements to Owner on completion, after which Owner will own and operate them in accordance with the Parking Garage Property Operating Agreement between the Owner, Phase IV Owner, and the owners of Phase I of Town Square, dated March 29, 2005 (“Operating Agreement”), with Owner being responsible for a proportion of the operating expenses associated with the Parking Improvements. E. Grantee and Owner now desire to enter into this Agreement to memorialize their agreement relative to the Grantee’s use of, and payment for the costs associated with, the Parking Improvements. 1. GRANT OF LICENSE. (a) Owner grants to Grantee a non-exclusive, irrevocable license in the Parking Improvements for 55 non-exclusive parking spaces (the "Parking Spaces") available for use by Grantee. The license shall permit fifty-five (55) non-exclusive, in common parking spaces to the County of Tarrant anywhere in the Parking Improvements, but excluding the ground floor and second floor of each of the two garages constituting the Parking Improvements. Grantee shall, throughout the term of the Agreement, offer the non-exclusive, in-common spaces described above at no charge. (b) Grantee shall use the Parking solely for the purposes and persons set forth above. (c) All rights not granted to Grantee above are hereby specifically reserved by Owner, it being understood that the right to possession granted hereunder is nonexclusive. 2. DEFINITIONS. Agreement means this Agreementbetween the City of Southlake and the County of Tarrant. Agreement Year means each twelve (12) month period during the Term, with the first Agreement Year commencing on the Commencement Date and ending on the day prior to the first annual anniversary thereof. Annual License Fee means, for each applicable Agreement Year, an amount equal to twenty-five percent (25%) of the difference between the Operating Expenses paid by Owner and the Annual Maintenance Fee to be paid to Owner in accordance with the Operating Agreement. Commencement Date means the date that the Parking Improvements are conveyed to and accepted by the City. Grantee means the County of Tarrant, Texas. Initial Term means the period of beginning on the Commencement Date and continuing until December 31, 2106. Operating Expenses means certain expenses actually paid by Owner pertaining to Owner’s operation and maintenance of the Parking Improvements, and shall include, but not be limited to, the following expenses (including the actual cost of labor associated therewith): repairs and maintenance, cleaning, landscaping, lighting, irrigation and utility costs, property insurance and general liability insurance, workers’ compensation insurance and other reasonable and customary expenses to maintain and operate the Parking Improvements, but shall not include the cost of taxes. Owner means the City of Southlake, Texas. Parking Improvements means two parking garages located on Block 3R2, Lot 7 and Block 4R1, Lot 5, respectively, of Phase IV of the Town Square Addition, in the City of Southlake, Texas. Parking Spaces means 55 parking spaces located in either of the two parking garages constituting the Parking Improvements, but excluding the ground floor and second floor of each of the two garages. Renewal Term means a 99 year term after the Initial Term. 3. TERM. Subject to the other provisions hereof, this non-exclusive Irrevocable License, Parking Management and Use Agreement shall be for a term (the "Initial Term") beginning on the Commencement Date and expiring at midnight, December 31, 2106. (b) So long as Grantee needs parking spaces for offices located in Town Hall, Grantee, by giving notice to Owner, may renew the Agreement for a Renewal Term. Grantee must give such notice not less than six months prior to the end of the then current term. 4. CONSIDERATION FOR LICENSE. (a) As consideration for the irrevocable license granted herein, Grantee assents to termination of the Existing License effective on the Commencement Date, agrees to relinquish any rights it may have under the Existing License to park on the property to which the Existing License applies, and agrees to pay the Annual License Fee. (b) Grantee shall pay the Annual License Fee to Owner on or before the 180th day following the end of each Agreement Year. All Operating Expenses and other payments which are due under this Agreement shall be made payable to Owner at the following address: City of Southlake 1400 Main Street, Suite 460 Southlake, TX 76092 Attn: City Manager or at such other place as may from time to time be designated in writing by Owner. (c) By the 90th day after the conclusion of each Agreement Year, Owner shall furnish to Grantee a statement of Owner's Operating Expenses for the previous Agreement Year, together with a statement of the Annual Maintenance Fee for that Agreement Year. Grantee may, at its sole cost and expense, have previous Agreement Year expenses reviewed and confirmed by an independent accounting firm mutually acceptable to Owner and Grantee (it being understood that any of the nationally recognized major independent accounting firms or the Grantee’s independent auditor shall be acceptable). If the review of the accounting firm reveals errors in Owner's statement in favor of Grantee and aggregating five percent (5%) or more of the actual amount of the Operating Expenses, then Owner shall, within thirty (30) days of the accounting firm's report, reimburse to Grantee the cost of the accounting firm's services. If for any Agreement Year the Annual License Fee collected is in excess of the Annual License Fee actually due from Grantee for such Agreement Year, then, Owner shall refund to Grantee any overpayment (or, at Owner's option, apply such amount against expense reimbursements or other sums next due or to become due hereunder). Likewise, Grantee shall pay to Owner, within thirty (30) days of demand, any underpayment with respect to the applicable Agreement Year, which obligation of Grantee shall survive the expiration or earlier termination of this Agreement. 5. INDEMNITY. (a) Indemnity. TO THE EXTENT PERMITTED BY LAW,GRANTEE SHALL INDEMNIFY, PROTECT, DEFEND AND HOLD HARMLESS OWNER, CITY OF SOUTHLAKE, AND ITS OFFICERS, EMPLOYEES, SERVANTS, AND AGENTS (COLLECTIVELY, "") FOR, FROM AND AGAINST ALL OWNER INDEMNITEES LIABILITIES, CLAIMS, FINES, PENALTIES, COSTS, DEATH OF OR PERSONAL INJURIES TO PERSONS, DAMAGES TO PROPERTY, LOSSES, LIENS, CAUSES OF ACTION, SUITS, AND JUDGMENTS (INCLUDING COURT COSTS, AND REASONABLE ATTORNEYS' FEES), OF ANY NATURE, KIND OR DESCRIPTION, DIRECTLY OR INDIRECTLY ARISING OUT OF, CAUSED BY, OR RESULTING FROM (IN WHOLE OR PART) ANY ACT, OMISSION, NEGLIGENCE OR WILLFUL MISCONDUCT OF GRANTEE OR ANY OF ITS EMPLOYEES, DAMAGE TO GRANTEE'S PROPERTY, OR THE PROPERTY OF ANY OF ITS EMPLOYEES, LOCATED IN OR ABOUT THE PARKING IMPROVEMENTS (COLLECTIVELY, ""). THE OBLIGATIONS OF GRANTEE UNDER THIS LIABILITIES INDEMNIFICATION SHALL BE LIMITED TO THE SUM OF INSURANCE PROCEEDS APPLICABLE TO THE LIABILITY IN QUESTION. (b) Insurance. (i) Grantee at all times while this Agreement is in effect shall, at its own expense, keep in full force and effect either a plan of self insurance for worker’s compensation, property casualty and general commercial liability coverages or (A) worker's compensation insurance, (B) all risk property insurance covering full replacement value of all of Grantee's personal property, if any, and (C) general commercial liability insurance in such coverages and amounts as determined by Grantee from time to time so long as the coverages provide for limits not less than the maximum limits of the Texas Tort Claims Act, as amended, for any single occurrence. If Grantee is self insured, the plan of self insurance shall maintain substantially the same coverages as required herein. Owner and its designated property management firm, if any, shall be named as additional insureds on each of said policies or plans (excluding the worker's compensation policy) and each of said policies shall also include a waiver of subrogation in favor of Owner and provide that County’s coverage shall be primary and non-contributory from the Owner. Grantee hereby waives its right of recovery against any Owner Indemnitee of any amounts paid by Grantee or on Grantee's behalf to satisfy applicable worker's compensation laws. Grantee shall submit to the Owner executed certificates showing the material terms on the Commencement Date and upon renewals of such policies. (ii) OWNER SHALL NOT BE RESPONSIBLE FOR AND GRANTEE HEREBY WAIVES ALL CLAIMS ARISING OR ALLEGED TO ARISE FROM THEFT OF OR DAMAGE TO ANY VEHICLES OCCUPYING THE PARKING IMPROVEMENTS OR THE CONTENTS OF SUCH VEHICLES. (iii) Grantee's occupancy of the Parking Improvements without delivering the certificates of insurance shall not constitute a waiver of Grantee's obligations to provide the required coverages. If Grantee provides to Owner a certificate that does not evidence the coverages required herein, or that is faulty in any respect, such shall not constitute a waiver of Grantee's obligations to provide the proper insurance. 6. RIGHTS UPON DEFAULT. (a) Events of Default by Grantee. The following events shall be deemed to be events of default (herein so called) by Grantee under this Agreement: (i) Grantee shall fail to pay the Annual License Fee or any other sums payable by Grantee hereunder when due, or (ii) fail to comply with or observe any other provision of this Agreement, and such failure shall continue for a period of sixty (60) days after delivery to Grantee of written notice of such failure, or if such breach is not reasonably susceptible of cure within such 60 day period and the Grantee has commenced and is pursuing the cure of same, the Grantee may utilize an additional 60 days. (b) Owner’s Remedies. Upon the occurrence of any event of default and the expiration of any applicable notice and cure period specified in this Agreement, Owner may, upon 30 days’ written notice, exercise or pursue any or all remedies available at law, in equity, or otherwise, including, without limitation, termination of this Agreement; provided, however, the parties shall first negotiate the resolution of such matter in good faith for no less than thirty (30) days. (c) Owner’s Default; Grantee’s Remedies. In the event that the Owner breaches any of the terms or conditions of this Agreement, then the Owner will be in default under this Agreement, in which event the Grantee shall give the Owner written notice of such default. If the Owner has not cured such default within 60 days of the written notice, or if the Owner does not commence to cure such default within said 60 day period and thereafter diligently proceed with its efforts to cure the same, then Grantee, upon 30 days’ notice, shall be entitled to exercise any right or remedy available to it at law or in equity, including without limitation, an action for damages. (d) Remedies Cumulative. All rights and remedies of both parties as set forth herein or existing at law or in equity are cumulative and the exercise of one or more rights or remedies shall not be taken to exclude or waive the right to the exercise of any other. (e) Interest Payable on Late Payments. Any payment due under this Agreement not paid within thirty (30) days after the date herein specified to be paid shall bear interest from the date such payment is due to the date of actual payment at the rate of six percent (6%) per annum. 7. CERTAIN RIGHTS RESERVED BY OWNER. Owner shall have the following rights: (a) Alterations. To decorate and to make repairs, alterations, additions, changes or improvements, whether structural or otherwise, in, about or on the Parking Improvements, or any part thereof, including, but not limited to, changing the arrangement, location and/or size of entrances or passageways, doors and doorways, and corridors, elevators, stairs, toilets (if any) or other parts of the Parking Improvements and to change, alter, relocate, remove or replace parking spaces, driveways and aisles in the Parking Improvements; and to otherwise alter or modify the Parking Improvements and, during the continuance of any such work, to take such measures for safety or for the expediting of such work as may be required, in Owner's judgment, all without affecting any of Grantee's obligations hereunder so long as Owner provides 55 parking spaces for Grantee’s use and Owner has given Grantee notice as provided in Section 15 hereof. Owner shall construct any such improvements or modifications in accordance with all applicable laws, regulations and ordinances. (b) Rules and Regulations. To establish and amend from time to time reasonable rules and regulations governing the use of and parking within the Parking Improvements. (c) Signs. To prohibit (i) all signs, posters, advertisements, or notices from being painted or affixed or displayed on any portion of the Parking Improvements, and (ii) the solicitation of goods, services, or other items, either through individual contact or the distribution of flyers on vehicles or otherwise within the Parking Improvements. (d) Security Measures. To take all such reasonable measures as Owner may deem advisable for the security of the Parking Improvements and its occupants; provided however, Owner shall have no liability to Grantee, or their respective employees, for loss of property or personal injury except to the extent caused by Owner's gross negligence or willful misconduct. Grantee shall cooperate in Owner's efforts to maintain security in the Parking Improvements and shall follow all rules and regulations reasonably promulgated by Owner with respect thereto. (e) Minimal Interference. Owner shall use all reasonable efforts to minimize the interference to Grantee, its employees and visitors resulting from the exercise of the rights reserved pursuant to Sections 8 (a), (b), and (d). 8. AMENDMENT. Any agreement hereafter made between Owner and Grantee shall be ineffective to modify, release, or otherwise affect this Agreement, in whole or in part, unless such agreement is in writing and signed by both parties. 9. SEVERABILITY. If any term or provision of this Agreement shall to any extent be held invalid or unenforceable, the remaining terms and provisions (including the unaffected portion of the invalid or unenforceable provision) of this Agreement shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law. 10. WAIVER. The failure of either party to this Agreement to complain of any action, non-action, or default of the other party shall not constitute a waiver of any of such party's rights under this Agreement. Waiver by either party to this Agreement of any right for any default of the other party shall not constitute a waiver of any right for either a prior or subsequent default of the same obligation or for any prior or subsequent default of any other obligation. No right or remedy of either party under this Agreement or covenant, duty, or obligation of either party under this Agreement shall be deemed waived by the other party to this Agreement unless such waiver is in writing and signed by the waiving party. 11. PARTIES AND SUCCESSORS. Subject to the limitations and conditions set forth elsewhere herein, this Agreement shall bind and inure to the benefit of the respective heirs, legal representatives, successors, and assigns of the parties hereto. 12. COVENANTS RUN WITH THE PROPERTY. The provisions of this Agreement are hereby declared covenants running with the property and are fully binding on the Owner and the Grantee and each and every subsequent owner or assignee of all or any portion of the property and shall be binding on all successors, heirs, and assigns of the Owner which acquire any right, title, or interest in or to the property, or any part hereof, thereby agrees and covenants to abide by and fully perform the provision of this Agreement with respect to the right, title or interest in such Property. A copy of this Agreement shall be recorded in the Real Property Records of Tarrant County. 13. NOTICE. All notices, requests and communications under this Agreement shall be given in writing, addressed to Owner or Grantee at their respective address set forth below and either (i) hand delivered, (ii) sent by telecopy or a nationally recognized overnight courier service, or (iii) mailed by registered or certified mail, return receipt requested, postage prepaid. To Owner: City of Southlake, Texas 1400 Main Street, Suite 460 Southlake, TX 76092 Attn: City Manager To Grantee: County of Tarrant 100 East Weatherford Fort Worth, TX 76196 Attn: County Administrator Any notice under or pursuant to this Agreement and given in accordance with this Section shall be deemed received upon the earlier of (1) actual receipt, (2) if mailed, three (3) days after deposit in an official depository of the United States Postal Service, (3) if sent by a nationally recognized overnight courier service, the first business day after delivery to such service, and (4) if sent by telecopy, the day of the telecopy. Any party may change its address for notice purposes by sending the other party a notice of the new address. 14. CAPTIONS. The captions in this Agreement are inserted only as a matter of convenience and for reference and they in no way define, limit, or describe the scope of this Agreement or the intent of any provision hereof. 15. NUMBER AND GENDER. All genders used in this Agreement shall include the other genders, the singular shall include the plural, and the plural shall include the singular, whenever and as often as may be appropriate. 16. GOVERNING LAW. THE VALIDITY, ENFORCEABILITY, INTERPRETATION, AND CONSTRUCTION OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS (WITHOUT REGARD TO CONFLICT OF LAW RULES) AND THE LAWS OF THE UNITED STATES APPLICABLE TO TRANSACTIONS IN TEXAS. ALL OBLIGATIONS OF THE PARTIES CREATED HEREUNDER ARE TO BE PERFORMED, AND EXCLUSIVE VENUE SHALL LIE, IN TARRANT COUNTY, TEXAS. 17. ENTIRE AGREEMENT. This Agreement, including all exhibits which may be attached hereto (which exhibits are hereby incorporated herein and shall constitute a portion hereof), contains the entire agreement between Owner and Grantee with respect to the subject matter hereof. Further, the terms and provisions of this Agreement shall not be construed against or in favor of a party hereto merely because such party is the "Owner" or the "Grantee" hereunder or such party or its counsel is the drafter of this Agreement. 18. TIME OF ESSENCE. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. 19. BROKER. Each of Grantee and Owner represents and warrants to the other that it has not been represented by any broker or agent in connection with the negotiation or execution of this Agreement. Each of Grantee and Owner shall indemnify and hold harmless the other and its respective officers, employees, directors, partners, employees, and agents from and against all claims (including costs of defending against and investigating such claims) of any broker or agent or similar party claiming by, through or under the indemnifying party in connection with this Agreement. 20. ATTORNEY'S FEES. In the event Grantee or Owner defaults in the performance of any of the terms, agreements or conditions contained in this Agreement and the enforcement of this Agreement, or any part thereof, is placed in the hands of any attorney who files suit upon the same, the nonprevailing party shall pay the reasonable attorney's fees, expenses and costs of the prevailing party, as provided by Section 271.159 of the Texas Local Government Code. 21. FORCE MAJEURE. If either party is unable to perform any obligation under this Agreement due to unavailability of materials or equipment, strikes or other labor difficulties, governmental restrictions, casualties or other causes beyond such party's reasonable control, such obligation shall be stayed for the duration of such condition. Except as otherwise expressly provided in this Agreement, this paragraph shall not affect or postpone the payment of the Annual License Fee or other amounts due pursuant to this Agreement. EXECUTED as of the date hereinabove first set forth. OWNER: CITY OF SOUTHLAKE, TEXAS Attest: __________________________ _____________________________________ City Secretary Mayor GRANTEE: COUNTY OF TARRANT Attest: _________________________ _____________________________________ County Clerk County Judge EXHIBIT "A" PARKING IMPROVEMENTS PROPERTY DESCRIPTION (Attach Map)