Item 5CCity of Southlake, Texas
MEMORANDUM
TO: Billy Campbell, City Manager
FROM: Sharen Elam, Director of Finance Ext. 1713
SUBJECT: Consider Approval of Town Hall Irrevocable License and Parking, Management
and Use Agreement
Action Requested: Approval of attached agreement
Background
Information: In Fiscal Year 1998 the Council approved Southlake Town Square Phase One,
commercial developer's agreement. The memorandum of understanding
attached to the developer's agreement, was incorporated in the agreement to
address issues related to "City Hall ", the property, parking facility,
construction of improvements, reimbursement of improvements, timing of
project, etc.
The memorandum of understanding states that the Town Hall building requires
parking at a ration of not less than one (1) space for every 330 square feet of
building area (`parking "). The parking was to be provided subject to the
following conditions:
1) 25% shall be specifically reserved for the exclusive use of the building
occupants and the residential, 75% shall be non - exclusive
2) provided further that ten (10) spaces shall be provided, and exclusively
reserved, as on street adjacent to the building for short term parking
3) that the City shall pay all costs associated with such parking, subject to
the City and the developer entering into a separate agreement
providing for the location of all exclusive parking and any terms,
conditions and /or limitations to the City's payment of such costs.
The proposed parking agreement for your consideration is substantially in
compliance with the provisions of the referenced developer agreement and the
memorandum of understanding. The attached agreement does not address the
reserved 10 spaces adjacent to the building for short term parking. It is the
staff s opinion that it is not necessary to reserve spaces for Town Hall; it is
more important for all Town Square patriots to have accessible parking spaces.
Financial
Considerations: Average annual estimated maintenance cost of $25,000 (25% will be
reimbursed from Tarrant County).
Citizen Input/
Billy Campbell, City Manager
March 29, 2011
Page 2
Board Review: None required
Legal Review: The city attorney's office prepared this agreement.
Alternatives: Modification or disapproval of agreement.
Supporting
Documents: Irrevocable License and Parking, Management and Use Agreement
Staff
Recommendation: Approval of the attached agreement
IRREVOCABLE LICENSE AND PARKING, MANAGEMENT AND USE AGREEMENT
BETWEEN
SOUTHLAKE CENTRAL VENTURE & SOUTHLAKE VENTURE WEST, L.P.
(collectively, Owner)
AND
AND CITY OF SOUTHLAKE, TEXAS AND
COUNTY OF TARRANT, TEXAS
(collectively, Grantee)
Dated as of 2003
TABLE OF CONTENTS
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GRANT OF LICENSE .......... ...............................
1
DEFINITIONS ................. ...............................
2
TERM....................... ...............................
3
CONSIDERATION FOR LICENSE . ...............................
3
COVENANTS OF THE PARTIES .. ...............................
4
INDEMNITY ................... ...............................
4
RIGHTS UPON DEFAULT ........ ...............................
5
CERTAIN RIGHTS RESERVED BY OWNER ........................
6
ESTOPPEL CERTIFICATES ...... ...............................
7
AMENDMENT .................. ...............................
7
SEVERABILITY ................. ...............................
7
WAIVER ....................... ...............................
8
PARTIES AND SUCCESSORS ..... ...............................
8
COVENANTS RUN WITH THE PROPERTY ..........................
8
NOTICE....................... ...............................
8
CAPTIONS ..................... ...............................
9
NUMBER AND GENDER .......... ...............................
9
GOVERNING LAW ............... ...............................
9
ENTIRE AGREEMENT ............ ...............................
9
TIME OF ESSENCE .............. ...............................
9
BROKER....................... ...............................
9
ATTORNEY'S FEES .............. ...............................
9
FORCE MAJEURE ............... ...............................
10
REPRESENTATION AND WARRANTY .. ...............................
10
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 , 2003, between
SOUTHLAKE CENTRAL VENTURE, a Texas general partnership and SOUTHLAKE
VENTURE WEST, L.P., a Texas limited partnership (collectively, "Owner "), and the
CITY OF SOUTHLAKE, TEXAS and the COUNTY OF TARRANT, TEXAS ( "Grantee ").
RECITALS
A. Owner is the owner of real property and parking improvements located on
Blocks 2R1, 3R1 and 4R in Southlake Town Square, Southlake, Texas (collectively,
"Parking Improvements "), which Parking Improvements currently serve the Grantee
and the tenants and visitors to Southlake Town Square.
B. Owner is the owner and developer of Southlake Town Square, a planned
development district in the Grantee of Southlake, Texas. Owner and Grantee City of
Southlake entered into a Commercial Developer's Agreement (the "Developer's
Agreement ") dated January 16, 1998 for Phase One of the Southlake Town Square
Addition, for the installation of certain community facilities and improvements.
C. 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.
1. GRANT OF LICENSE (a) Owner grants to Grantee a non - exclusive,
irrevocable license in Blocks 2R1, 3R1 and 4R of the Town Square Addition to the City of
Southlake for 221 non - exclusive parking spaces (the "Parking Spaces ") available for
use by Grantee. The license shall permit two hundred twenty -one (221) non - exclusive,
in common parking spaces in the parking lots for employees working in Block 6,
customers and visitors of Hall, on Blocks 2R1, 3R1 and 4R of the Town Square Addition
to the City of Southlake, as shown on the parking plan attached hereto and incorporated
herein as Exhibit "A." Grantee shall, throughout the term of the Agreement, offer the
non - exclusive, in- common spaces described above at no charge. Grantee shall use the
Parking solely for the purposes and persons set forth above.
(b) 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, and that Owner remains entitled to and responsible for the continuing
operation, maintenance, and management of the Parking Improvements subject to
Grantor's compliance with the provisions of this Agreement. Grantee's parking shall
initially be in the area shown on Exhibit "A-1"; however, Owner reserves the right, from
time to time, to relocate Parking Spaces, so long as such parking areas are on the
ground level of the Parking Improvements and within Blocks 2R1, 3R1 and 4R. Should
the parties agree, City may use parking spaces located in a parking garage rather than
surface parking.
04.29.03 Page 1
2. DEFINITIONS
Agreement means this Agreement between the City of Southlake, County of
Tarrant, and SOUTHLAKE CENTRAL VENTURE, a Texas general partnership and
SOUTHLAKE VENTURE WEST, L.P., a Texas limited partnership.
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 in an amount equal to Grantee's Proportionate
Share of the annual Operating Expenses incurred by Owner with respect to the operation
of the total number of parking spaces in the Town Square Addition, or, as applicable, the
total number of parking spaces to which the applicable expense applies.
Commencement Date means January 1, 2003.
Grantee means the City of Southlake Texas and County of Tarrant, Texas
Initial Term means January 1, 2003 through December 31, 2102.
Operating Expenses means certain expenses actually paid by Owner pertaining
to Grantee's use of the Parking Improvements and the total number of parking spaces in
the Town Square Addition maintained by Owner, as set forth in Exhibit "B" attached
hereto and incorporated by reference herein. Operating Expenses shall include the
following expenses (including the cost of labor associated therewith): repairs and
maintenance, cleaning, landscaping, lighting, irrigation and utility costs. Operating
Expenses shall not include the cost of taxes, or insurance, or the cost of providing
security, it being agreed by the parties that Grantee shall provide and maintain its own
insurance and security.
Owner means Southlake Central Venture, a Texas general partnership and
Southlake Venture West, L.P., a Texas limited partnership.
Parking Improvements means parking improvements located on Blocks 2R, 3R1
and 4R1 of the Southlake Town Square Addition to the City of Southlake, Texas.
Parking Spaces means 221 parking spaces in the Parking Improvements.
Property means Blocks 2R1, 3R1 and 4R of the Southlake Town Square Addition
to the City of Southlake, Texas.
Proportionate Share means a percentage, the numerator of which is the number
of parking spaces used by the City, and the denominator of which is the total number of
parking spaces in the Town Square Addition to which the applicable expense applies.
04.29.03 Page 2
Renewal Term means a 99 year term after the Initial Term.
3. TERM
(a) Subject to the other provisions hereof, this non - exclusive Irrevocable
License, Parking Management and Use Agreement shall be for a term (the "Initial
Term ") commencing January 1, 2003, and expiring at midnight, December 31, 2102.
(b) So long as Grantee needs parking spaces for the City 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 agrees
to pay the Owner the sum of $435,359, $389,822 of which has previously been paid to
Owner, and $45,537 of which shall be paid upon execution hereof.
(b) Grantee shall pay the Annual License Fee, in lawful money of the United
States of America, to Owner on or before the 30th day of June of each year,
commencing June 30, 2004. All Operating Expenses and other payments which are due
under this Agreement shall be made payable to Owner at the following address:
c/o Cooper & Stebbins, L.P.
1256 Main Street, Suite 240
Southlake, TX 76092
or at such other place as may from time to time be designated in writing by Owner.
(c) By each March 31 st or as soon thereafter as practical, Owner shall furnish
to Grantee a statement of Owner's actual expenses for the Parking Improvements
comprising Operating Expenses for the previous calendar year, together with an
estimate of the Operating Expenses for the current calendar year. Grantee may, at its
sole cost and expense, have previous 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). Notwithstanding the foregoing,
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, refund the amount of the error and reimburse to Grantee the cost of the
accounting firm's services. If for any calendar year Grantee's Operating Expenses
collected for the prior year, is in excess of Grantee's Operating Expenses actually due
during such prior calendar 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 prior year, which
04.29.03 Page 3
obligation of Grantee shall survive the expiration or earlier termination of this Agreement.
5. COVENANTS OF THE PARTIES
(a) Owner shall not allow any reserved parking in the area designated for
Grantee's parking pursuant to Section 1(b) hereof.
(b) Owner shall have the right to use Grantee's parking at night, weekends
and holidays.
(c) Owner shall, at all times provide and maintain sufficient parking spaces for
buildings adjacent to Town Hall so as not to overburden the Parking Area. If Owner fails
to maintain the number of parking spaces required for the adjacent buildings, as required
by the Ordinance establishing the planned development, such failure shall be prima facie
evidence of "overburden ".
(d) Owner shall maintain the Parking Improvements in good to safe condition.
(e) The parties agree that the Parking Improvements shall be maintained and,
as necessary or appropriate, repaired, whether by Grantor or Grantee, to a first class
standard, consistent with the operations of Town Square.
(f) Grantee shall have the right to perform maintenance of the Parking
Improvements at its cost. Grantor shall give not less than 30 days prior written notice
before undertaking any capital repairs or improvements to the Parking Improvements.
Grantee shall have the right to review and approve the cost of any such repairs, and to
perform any required capital repairs or improvements at its expense. If Grantee fails to
make such repairs or replacements, Owner shall give Grantee written notice and if
Grantee shall fail to make such improvements within 30 days, Owner may make such
improvements and Grantee shall upon demand pay Owner for the cost thereof. Grantee
shall cooperate with Owner with respect to security matters.
6. INDEMNITY
(a) Indemnity TO THE EXTENT PERMITTED BY LAW, GRANTEE SHALL
INDEMNIFY, PROTECT, DEFEND AND HOLD HARMLESS OWNER, SOUTHLAKE
VENTURE EAST, L.P., COOPER & STEBBINS, L.P., AND THEIR RESPECTIVE
PARTNERS, AFFILIATES AND SUBSIDIARIES, AND ALL OF THEIR RESPECTIVE
OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SERVANTS,
PARTNERS, AND AGENTS (COLLECTIVELY, "OWNER /NDEMN/TEES ") 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 GRANTEE OR ANY OF ITS
04.29.03 Page 4
EMPLOYEES, (3) DAMAGE TO GRANTEE'S PROPERTY, OR THE PROPERTY OF
ANY OF ITS EMPLOYEES, LOCATED IN OR ABOUT THE PARKING
IMPROVEMENTS (COLLECTIVELY, "LIABILITIES "). THE OBLIGATIONS OF
GRANTEE UNDER THIS INDEMNIFICATION SHALL BE LIMITED TO THE SUM OF
INSURANCE PROCEEDS APPLICABLE TO THE LIABILITY IN QUESTION.
(b) Insurance
(i) Grantee at all times during the Agreement Term shall, at its own
expense, keep in full force and effect (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. Owner, Southlake Venture West, L.P., Cooper
& Stebbins, L.P. and their designated property management firm shall be named as
additional insureds on each of said policies (excluding the worker's compensation policy)
and each of said policies shall also include a waiver of subrogation in favor of 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. Duly executed certificates showing the material terms for the same
shall be deposited with Owner 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 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.
7. 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
04.29.03 Page 5
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) Notice to Mortgagees If Owner defaults under this Agreement, Grantee
shall not exercise any right or remedy it may have under this Agreement or at law or in
equity unless and until (i) Grantee gives notice of such default (specifying the nature of
such default and how such default may be remedied) to any lessor under a ground lease
or any mortgagee of which Owner has previously provided written notice to Grantee a
name and address for delivery of notices, and (ii) such lessor and /or mortgagee fails to
cure, or to cause to be cured, such default within thirty (30) days after such lessor's or
mortgagee's receipt of notice (plus such additional period, as may be required in the
exercise of reasonable diligence or as the mortgagee may reasonably require).
(f) 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.
8. 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 221 parking
spaces for Grantee's use and Owner has given Grantee notice as provided in Section 1
04.29.03 Page 6
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 9 (a), (b), and (d).
9. ESTOPPEL CERTIFICATES Grantee shall within a reasonable time,
upon request from Owner from time to time, execute and acknowledge a certificate
stating:
(a) whether or not this Agreement is in full force and effect;
(b) whether or not this Agreement has been modified or amended in any
respect, and submit copies of such modifications or amendments, if any;
(c) whether or not there are existing defaults under this Agreement and
specifying the nature of such defaults, if any; and
(d) such other information as may reasonably be requested by Owner.
10. 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.
11. 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
04.29.03 Page 7
by law.
12. 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.
13. 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.
14. 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.
15. 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: c/o Cooper & Stebbins, L.P.
1256 Main Street, Suite 240
Southlake, TX 76092
To Grantee: City of Southlake, Texas
1400 Main Street, Suite 460
Southlake, TX 76092
Attn: City Manager
County of Tarrant
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
04.29.03 Page 8
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.
16. 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.
17. 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.
18. GOVERNING LAW THE VALIDITY, ENFORCEABILITY,
INTERPRETATION, AND CONSTRUCTION OF THIS LEASE 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.
19. 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.
20. TIME OF ESSENCE Time is of the essence of this Agreement and each
and all of its provisions in which performance is a factor.
21. 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.
22. 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.
23. FORCE MAJEURE If either party is unable to perform any obligation
under this Agreement due to unavailability of materials or equipment, strikes or other
04.29.03 Page 9
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.
24. REPRESENTATION AND WARRANTY Owner hereby represents and
warrants to Grantee that (i) Owner is the sole owner of the Property and has the right
and ability to convey the license interest granted herein in this Property to Grantee
without the approval or participation of any other person and free and clear of any and all
liens, encumbrances, conditions, assessments and restrictions; (ii) there are no estate
brokers', agents' or finders' fees or commissions due arising in connection with the
execution of this Agreement; (iii) the Exhibit "C ", attached hereto and incorporated
herein by reference, is a complete list of all leases, tenancies, rental agreements, and
concession agreements presently encumbering the Property, and that (iv) no person,
firm, or corporation has any title, interest or right to possession in the Property or any
portion thereof as a lessee, tenant, or concessionaire of Seller, except as shown on
Exhibit "C" attached hereto, and (v) that all lien holders of the Property have executed
their consent to the grant of this License as set forth in Exhibit "D" attached hereto.
EXECUTED as of the date hereinabove first set forth.
OWNER: SOUTHLAKE VENTURE WEST L.P.,
A Texas limited partnership
By: Rialto Southlake West, L.P.
A Texas Limited Partnership,
Its General Partner
By: CS Southlake, LLC,
A Texas Limited Liability Company,
Its General Partner
M
Brian R. Stebbins, President
04.29.03 Page 10
SOUTHLAKE CENTRAL VENTURE,
A Texas Joint Venture
By: Southlake Venture West L.P.,
Joint Venture
By: Rialto Southlake West, L.P.,
General Partner
By: CS Southlake, L.L.C.
General Partner
m
LIZA
Brian R. Stebbins,
President
GRANTEE: CITY OF SOUTHLAKE, TEXAS
Attest:
City Secretary Rick Stacy
Mayor
Attest:
County Clerk
COUNTY OF TARRANT
04.29.03 Page 11
Brian R. Stebbins,
President
By:
Southlake Venture East, L.P.,
Joint Venture
By:
Rialto Southlake East, L.P.,
General Partner
By:
CS Southlake, LLC
General Partner
LIZA
Brian R. Stebbins,
President
GRANTEE: CITY OF SOUTHLAKE, TEXAS
Attest:
City Secretary Rick Stacy
Mayor
Attest:
County Clerk
COUNTY OF TARRANT
04.29.03 Page 11
EXHIBIT "A"
DISTRICT PROPERTY DESCRIPTION
Attach Map
04.29.03 Page 12
EXHIBIT "A -1"
04.29.03 Page 13
Exhibit "B"
LIST OF PERMITTED OPERATING EXPENSES
04.29.03 Page 14
EXHIBIT "C"
LIST OF ENCUMBRANCES UPON PROPERTY
04.29.03 Page 15
EXHIBIT "D"
CONSENT OF LIENHOLDERS
04.29.03 Page 16
_ < E E
ToT
LOT z
LOT Tc DIE FE F GROUP
OUT TVIn VI PHASE 2 I \ J�� o T' - '-
/
OE 350
P -R. T.Co.
O 'TX curl NE Q 1 o \5 P Po•
WN� l I .,T.. / aooc3R1
1» ..,.. --- ....... K ea 1 1 T u
o w r v ,. ., "Jm,
(Al P
P /' OMEI
�a�TM naE dam, „wm,.,
IF, 111A, IG 3 I `/' e
1111 E �
ern PROSPECT STREET - 3 e wL gea
Ff
3
\. ceslu
35 a5 LOT 4 m �. \ S = 9.p. / T4 }Y P.4.,:.Ce,lx
K=411
r LOT a
Mendez ll'4 1t�GBN P1A�
Vol. 12349, Py- 1818 T s en7 4 -C �I.. (]V
, sa.
o.R- T.Co..Tx. ,'�
„..
"1
TAT 3 €� H
M m s .. l LOT o. .mom
1� \ 322 m 1 - az.oz `, L J m / -
\ 5e5,e M ^IN STREET -
I. FIAT n €�C� € ,off , �m T 5u. Nsa —mot
w � ✓ e d t° € i : TAT A, e.e' ass soumJxe m.. m.W
,E gym. 1 #,
r LOT 1 e a ° d _ ,,.., eg4-4 PR { 9J .Iz ,c 4B4^
.i'�"?
IT
�� - iDBR1� R Y �BLOOC wu,» a w� Tau rEmue
1 MT
,, e r R PEACE `'' €} r m , F° J so e � 0 g -saon
ITI
�� 1 ) o
$ �llJT 2f r l &DOLE 1 al loo L Y 1 s, B T
—z- w € a �1 m PLAT REVISION
ON
— � f� � a awing
* Blocks 1R, 2R7, se I
4R and 5R, Phase
Soithlake Town Squ
x xry u, wive xo. eoa� +wAen. un nn J � —� ' ee, 1 — 5 — emm1 x _ 1 z vs S- 11111, Tarrant County TeZas
EAST SOOIHLA 10
KE BI (P.u. 19) — be ny a of
laow wonr."0 Blocks 1,4 and 5� I
_ - - ording to the plat rec reed 'n
Catiln e: A, Slice 4592, PP TCO.,-
Black 2R, P -ase
carding to the slat recorded In
Cabinot A, Slide 6367, P.R.,T,Co .TI
ca.�,sc n�as wz" o„ and
€ Block 3R, P-,a
ardl11 to the plat r Tded
A Al IF F AG rena <: u��P. «os�a .eeei.i :roe. a Teae ��a.. r vex =ion ��e eo,.ecny o Pa� Cabinet A. Slide 6311 e and 63'2
ra - P R T Co.,-
soza.w A( sneec t�e
anus. RO. �az< navm �waiTe s,E ,a a�..,_„oTr :e ET �escT ,o.xw. n.s nw, �anA.. /.a A REA s s
' VZFS (TOTAL A 8 CRREEJ'
CS
no :p d OZ 11:17 TH15 P— FR.E➢ CA P., � �L ; DATE
�� sax_1 A N' ensi 11 Se `I S�rveyI Inc
03113 m 1 c„
Vidniy Map
COUNtt00 /
wF r�s;F.°".P.'�a.;k I• �i� N�f MFACY' I
AVIGAPON EA and RELEAS-
STATE OF
COUNTY O TARRANT
Preeiaert ebn �H�s���NK of TExgs,�N A As "InTION, - ce�.r�
It as lgenk c
rt ,�n„ p nc IrenM1Olcer
STATE OF TEXAS M g e B rc l r
fo� s M.—H., Bonk
A
COUNTY OF TARRANT S -Al o r = LPj(0.5 --
nn, rr,t, u,nent w S1�'dav of .wfTS. 2001. CatNrr oil QS_ ___
by Bnan R Stebbn s, P nited Ir y
mpany. General I'ar to e, n H alLO Sout ex mrted BEFORE M
parkn ershrp. General Parkner cf Sou tM1la Le h V -riled F Gnffith EM or�Nnnrse
o
aln ershlp. Joint Ven kurer a� Sou LhlOke C Venture, a Texas o ink ventu c, re I antl
on be}nit o. seltl c p tner p an 1 f venture
clty rn st es tits acL and
toot m
(aeol) u_.',, d conso craTlen ex Ba k se TSand NobondeAc
e Tn� t 6 G
f T
St
ota DER M HA A SEALe.. OF OF F I CE - th
Nry Public. ate oexas IVE HAND AND SEAL OFFICE 1Fia fire _�j` "'tlay f
My epmm -nr � 404 Q. us415;'— z ./y� . n
P,rnted name iSEiL l��"L4 Ot sueuc
mmleelen ex -?6 O eeneor
COUNTY OF TARRANT
This instrument w
y Brran R Stcbbin s. Presidcni
. eeneral rarkner a
p art— llhlp, t
JO ° V y
n p finer
(seal) �� KAXIE LFNIS
�F mm�enP�mlA2aTa
' I I day of deFJ, 2001.
A Texas hmrted Ilabhlty
en p t venture Venture. T._ a`)oo�i A vv to re.
o y ubl,c Sto \e of Te a
My cnmmissimff'''s fp-1CV
Pnn[ed name pptX �.x �y
a artn ersFlp, e h
(wh re), k n par's o
s- dyi,o„ or Tie o�ti'or soumlake rcmanr Caa
T. be g mo p ticul y for all p
escnbed herepn B—, EFOREr nslde on Of the s ( ONE AND 00/100 ($1 00)
DOIWL oad and valuable u c sideratron. <Fe re rpt antl s
onfcssed, Owners C reby w
d
any ° k ner or mc Tutu re n by ge
sage i e pure oses o
`Hasa et he f fker, f � en ked, ue,
In the
designed u to en n fllghk air) by rs na s
ned and o d
aa r0ted. vr o s pr ooerky, o before
d a --e a of Owner uCh n e vibraI on, f 'dust .rt and ell other effects that may be c setl the
off from, o op eratrng at o n the
d Owner's do M1 reby fully having
g a
a9 ct
a t iy. �w
pe r„ ka
rson o h vrb l rollon �fumesm tluslf fuel nd
lubricant e effects s thak my ba c aed o may h e been
at
of a raft tan ding al, ar kakrrrg oft lr d or H- a -anon
and/or maw tenance k 0f mrcroft r a arrcra ft engine or on sold Dulles /Fart WOrth
Wineee Our Hands tNe N. I - "' da y of A
By CS Scutdloke, LLC
Ccnoral P rfncr�
Wh rte. Registered Professional Lond Surveyor o
g
o V all lot P le ufd nts uf
e eny m onaun
t grd, and mac hle aorre�tly represents tai su y
S. dr b t he rr u� ( my ere ion an supervision
PLS U. 1B24
BEFORE ME, the undersigned authority, an this day p
NTite, kno r to a to be Ure who
antl icregarvg and a s edged to me Ire
rn tl
for tM1e purposes and consrdern.IOn expresse er y M1er stared
' tl M1e co 0 c� aln
GIVEN UNDER MY HAND AND SEAL OF OFFICE on this the L tl y .1 a,,—
2DO1
Na ury P olic_ Q.. � ^I, JOYQ p CX[XOW1fX
Gommss on expr' ��_u2 }
tRno� i „ties'_
s <x3„ aaTla
PLAT REVISION
.... no
Blocks 1R, 2R1, 3R1,
4R and 5R, Phase I
Southlake Town Square
SOUthlake, Tarrant C —I-ty, Texas
being a `
Blocks 1,4 dnd Ph”'
Cabc ordrng to the plat r corded In
n et A, 51rde 4892, PR ,T C. ,TN
Block 2R, FIFnse I
cording to the. plat recorded In
'eb net A, SIIde 6367, PR,T CO ,Tx
rind
Block 312, Phase I
ordrng to the plat r aided In
Cabinet A, SIIde 6311 s and 6312
P R,T CO ,Tx
AUCUBT 16. 2001
l seenk 2 1 )
THIS PIAT FILED CABINET A, SLIDE, DATE
COUNtt00 /
wF r�s;F.°".P.'�a.;k I• �i� N�f MFACY' I
AVIGAPON EA and RELEAS-
STATE OF
COUNTY O TARRANT
Preeiaert ebn �H�s���NK of TExgs,�N A As "InTION, - ce�.r�
It as lgenk c
rt ,�n„ p nc IrenM1Olcer
STATE OF TEXAS M g e B rc l r
fo� s M.—H., Bonk
A
COUNTY OF TARRANT S -Al o r = LPj(0.5 --
nn, rr,t, u,nent w S1�'dav of .wfTS. 2001. CatNrr oil QS_ ___
by Bnan R Stebbn s, P nited Ir y
mpany. General I'ar to e, n H alLO Sout ex mrted BEFORE M
parkn ershrp. General Parkner cf Sou tM1la Le h V -riled F Gnffith EM or�Nnnrse
o
aln ershlp. Joint Ven kurer a� Sou LhlOke C Venture, a Texas o ink ventu c, re I antl
on be}nit o. seltl c p tner p an 1 f venture
clty rn st es tits acL and
toot m
(aeol) u_.',, d conso craTlen ex Ba k se TSand NobondeAc
e Tn� t 6 G
f T
St
ota DER M HA A SEALe.. OF OF F I CE - th
Nry Public. ate oexas IVE HAND AND SEAL OFFICE 1Fia fire _�j` "'tlay f
My epmm -nr � 404 Q. us415;'— z ./y� . n
P,rnted name iSEiL l��"L4 Ot sueuc
mmleelen ex -?6 O eeneor
COUNTY OF TARRANT
This instrument w
y Brran R Stcbbin s. Presidcni
. eeneral rarkner a
p art— llhlp, t
JO ° V y
n p finer
(seal) �� KAXIE LFNIS
�F mm�enP�mlA2aTa
' I I day of deFJ, 2001.
A Texas hmrted Ilabhlty
en p t venture Venture. T._ a`)oo�i A vv to re.
o y ubl,c Sto \e of Te a
My cnmmissimff'''s fp-1CV
Pnn[ed name pptX �.x �y
a artn ersFlp, e h
(wh re), k n par's o
s- dyi,o„ or Tie o�ti'or soumlake rcmanr Caa
T. be g mo p ticul y for all p
escnbed herepn B—, EFOREr nslde on Of the s ( ONE AND 00/100 ($1 00)
DOIWL oad and valuable u c sideratron. <Fe re rpt antl s
onfcssed, Owners C reby w
d
any ° k ner or mc Tutu re n by ge
sage i e pure oses o
`Hasa et he f fker, f � en ked, ue,
In the
designed u to en n fllghk air) by rs na s
ned and o d
aa r0ted. vr o s pr ooerky, o before
d a --e a of Owner uCh n e vibraI on, f 'dust .rt and ell other effects that may be c setl the
off from, o op eratrng at o n the
d Owner's do M1 reby fully having
g a
a9 ct
a t iy. �w
pe r„ ka
rson o h vrb l rollon �fumesm tluslf fuel nd
lubricant e effects s thak my ba c aed o may h e been
at
of a raft tan ding al, ar kakrrrg oft lr d or H- a -anon
and/or maw tenance k 0f mrcroft r a arrcra ft engine or on sold Dulles /Fart WOrth
Wineee Our Hands tNe N. I - "' da y of A
By CS Scutdloke, LLC
Ccnoral P rfncr�
Wh rte. Registered Professional Lond Surveyor o
g
o V all lot P le ufd nts uf
e eny m onaun
t grd, and mac hle aorre�tly represents tai su y
S. dr b t he rr u� ( my ere ion an supervision
PLS U. 1B24
BEFORE ME, the undersigned authority, an this day p
NTite, kno r to a to be Ure who
antl icregarvg and a s edged to me Ire
rn tl
for tM1e purposes and consrdern.IOn expresse er y M1er stared
' tl M1e co 0 c� aln
GIVEN UNDER MY HAND AND SEAL OF OFFICE on this the L tl y .1 a,,—
2DO1
Na ury P olic_ Q.. � ^I, JOYQ p CX[XOW1fX
Gommss on expr' ��_u2 }
tRno� i „ties'_
s <x3„ aaTla
PLAT REVISION
.... no
Blocks 1R, 2R1, 3R1,
4R and 5R, Phase I
Southlake Town Square
SOUthlake, Tarrant C —I-ty, Texas
being a `
Blocks 1,4 dnd Ph”'
Cabc ordrng to the plat r corded In
n et A, 51rde 4892, PR ,T C. ,TN
Block 2R, FIFnse I
cording to the. plat recorded In
'eb net A, SIIde 6367, PR,T CO ,Tx
rind
Block 312, Phase I
ordrng to the plat r aided In
Cabinet A, SIIde 6311 s and 6312
P R,T CO ,Tx
AUCUBT 16. 2001
l seenk 2 1 )
THIS PIAT FILED CABINET A, SLIDE, DATE
_ < E E
ToT
LOT z
LOT Tc DIE FE F GROUP
OUT TVIn VI PHASE 2 I \ J�� o T' - '-
/
OE 350
P -R. T.Co.
O 'TX curl NE Q 1 o \5 P Po•
WN� l I .,T.. / aooc3R1
1» ..,.. --- ....... K ea 1 1 T u
o w r v ,. ., "Jm,
(Al P
P /' OMEI
�a�TM naE dam, „wm,.,
IF, 111A, IG 3 I `/' e
1111 E �
ern PROSPECT STREET - 3 e wL gea
Ff
3
\. ceslu
35 a5 LOT 4 m �. \ S = 9.p. / T4 }Y P.4.,:.Ce,lx
K=411
r LOT a
Mendez ll'4 1t�GBN P1A�
Vol. 12349, Py- 1818 T s en7 4 -C �I.. (]V
, sa.
o.R- T.Co..Tx. ,'�
„..
"1
TAT 3 €� H
M m s .. l LOT o. .mom
1� \ 322 m 1 - az.oz `, L J m / -
\ 5e5,e M ^IN STREET -
I. FIAT n €�C� € ,off , �m T 5u. Nsa —mot
w � ✓ e d t° € i : TAT A, e.e' ass soumJxe m.. m.W
,E gym. 1 #,
r LOT 1 e a ° d _ ,,.., eg4-4 PR { 9J .Iz ,c 4B4^
.i'�"?
IT
�� - iDBR1� R Y �BLOOC wu,» a w� Tau rEmue
1 MT
,, e r R PEACE `'' €} r m , F° J so e � 0 g -saon
ITI
�� 1 ) o
$ �llJT 2f r l &DOLE 1 al loo L Y 1 s, B T
—z- w € a �1 m PLAT REVISION
ON
— � f� � a awing
* Blocks 1R, 2R7, se I
4R and 5R, Phase
Soithlake Town Squ
x xry u, wive xo. eoa� +wAen. un nn J � —� ' ee, 1 — 5 — emm1 x _ 1 z vs S- 11111, Tarrant County TeZas
EAST SOOIHLA 10
KE BI (P.u. 19) — be ny a of
laow wonr."0 Blocks 1,4 and 5� I
_ - - ording to the plat rec reed 'n
Catiln e: A, Slice 4592, PP TCO.,-
Black 2R, P -ase
carding to the slat recorded In
Cabinot A, Slide 6367, P.R.,T,Co .TI
ca.�,sc n�as wz" o„ and
€ Block 3R, P-,a
ardl11 to the plat r Tded
A Al IF F AG rena <: u��P. «os�a .eeei.i :roe. a Teae ��a.. r vex =ion ��e eo,.ecny o Pa� Cabinet A. Slide 6311 e and 63'2
ra - P R T Co.,-
soza.w A( sneec t�e
anus. RO. �az< navm �waiTe s,E ,a a�..,_„oTr :e ET �escT ,o.xw. n.s nw, �anA.. /.a A REA s s
' VZFS (TOTAL A 8 CRREEJ'
CS
no :p d OZ 11:17 TH15 P— FR.E➢ CA P., � �L ; DATE
�� sax_1 A N' ensi 11 Se `I S�rveyI Inc
03113 m 1 c„
Vidniy Map
City's Annual Share of Parking Maintenance Expense $ 21,309
SOUTH LAKE TOWN SQUARE
PARKING LOT MAINTENANCE EXPENSE
$ /SF of
CITY HALL PARKING SPACES
Exhibit B (EXAMPLE ONLY)
City Hall Building in Sq. Ft.
76,222
Number of Total Spaces - Private
103
Number of Block 3 Spaces - Private
448
Number of City Hall Spaces - Private
221
(excludes 10 street spaces)
City's Annual Share of Parking Maintenance Expense $ 21,309
Parking Lot
$ /SF of
Allocation
Total Cost Allocable to Parking Lots
Totals
Building
of $ /Space
Notes
LANDSCAPING
Contract Services
34,378
0.06
21.45
(1)
Pest Control
-
0.00
-
Fertilization
-
0.00
-
Landscape Supplies
693
0.00
0.43
Exterior Sprinklers
4,824
0.01
3.01
Plant Maintenance
6,907
0.01
4.31
Plant Maintenance - Shared Area
-
0.00
-
Landscaping - Other
-
0.00
-
Subtotal
46,802
0.08
29.20
PARKING LOT MAINTENANCE
Sweeping Contract
13,419
0.02
8.37
(1)
Power Washing
2,651
0.00
1.65
Benches /Trash Receptacles
2,212
0.00
1.38
Dumpster Enclosure R &M
64
0.00
0.04
Parking Lot Lights
2,862
0.01
1.79
Electrical
1,115
0.00
0.70
Snow /Ice Prevention
27
0.00
0.02
Parking Lot Surface
2,637
0.02
5.89
(2)
Maintenance Supplies
4,822
0.01
3.01
Other Maintenance
1,429
0.00
0.89
Subtotal
31,238
0.07
23.73
UTILITIES
Electricity (Parking Lot & L /AW)
6,030
0.01
3.76
(3)
Water /Sewer /Irrigation
1,000
0.00
0.62
Subtotal
7,030
0.01
4.39
PERSONNEL COSTS
Maintenance Payroll
29,673
0.05
18.51
(1)
Maintenance Burden
5,075
0.01
3.17
Uniforms
2,314
0.00
1.44
Communications
8
0.02
5.53
Training
1
0.00
0.86
Contracted Services
5
0.01
3.18
Vehicle Expense
9
0.02
5.98
On -site Maintenance - Other
714
0.00
0.45
Subtotal
62
0.11
39.11
(4)
TOTAL
$ 147,762 $
0.28
$ 96.42
(5)
City's Annual Share of Parking Maintenance Expense $ 21,309