IAAM/FP-ES000131RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
ALLEN MATKINS LECK GAMBLE
& MALLORY LLP
18400 Von Karman, Fourth Floor
Irvine, California 92612-1597
Attention: Michael A. Alvarado, Esq.
1970o,0E
(Space Above For Recorders Use)
EASEMENT FOR SEWER LINE
¢ONSTRUCTtON AND MAnvrENANCE
This EASEMENT FOR SEWER LINE CONS...TI~UCTION AND MAINTENANCE
("~") is made and entered into as of Januar~._J_, 2000, by and between CATELLUS
DEVELOPMENT CORPORATION, a Delaware corporation ("Catellus"), as Grantor, and
INTERNATIONAL ASSOCIATION OF ASSEMBLY MANAGERS, Inc., an Illinois registered
501 (c)(6) not-for-profit corporation ("IAAM"), as Grantee, with respect to the following:
RECITALS'
A. Catcllus is the owner of certain real property located in the City of Coppell,
- ~-:~-it "A"
County of Dallas, State of Texas, described in Exhibit "A" attached hereto and made a part
hereof ("Catellus Prot~ertv").
B. IAAM has purchased from Cateilus that certain real property located in the City
of Coppell, County of Dallas, State of Texas, described in ~ attached hereto and made
a part hereof ("IA2~!;P. II.~"), which is adjacent to the Catellus Property.
C. IAAM desires that Catcllus grant to IAAM a non-exclusive easement over a
oortion of the Catellus Property for the purposes of installing, constructing, servicing, using and
~naintainmg an underground sanitary sewer line across a portion of the Catellus Property.
NOW, THEREFORE, in consideration of the foregoing recitals, thc mutual covenants
and conditions hereinafter set forth, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. Grant of Easement. Catellus hereby grants to IAAM, and to its employees,
agents, consultants, contractors and subcontractors and each of them, and to their respective
successors and assigns, a non-exclnsive easement (the "~") for an underground sanitary
sewer line across that certain portion of the Catellus Property depicted on ~ and
described in ~ both of which are attached hereto and made a part hereof ("~
Area"). This Easement shall include, but not be limited to, the fight to install, construct,
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reconstruct, remove, replace, renew, inspect, maintain, repair, improve and otherwise use the
Easement Area for an underground sanitary sewer line and related improvements, together with
the fight of access and. ingress and egress upon,'through, over and across the Catellus Property as'
reasonably necessary in connection with the use and enjoyment of the Easement.
2. Subject To. The Easement granted hereby is subject to all easements, restrictions,
conditions, covenants, liens and encumbrances currently of record affecting the Catellus
Property.
3. Covenants of Grantee. Grantee, in consideration of the easement rights granted
herein, hereby covenants and agrees that, effective as of the date of this Agreement:
(a) Its exercise of the easement rights granted and pertbrmance of the
,obligations undertaken hereunder will not unreasonably interfere with the use and
~njoyment of the Catellus Property by Catellus and its respective licensees, tenants,
employees, contractors, invitees, successors and assigns.
(b) It will comply with all resmctions, covenants and all obligations now in
existence or hereat~er created by private contracts which affect ownership, construction,
installation, maintenance, repair, use or operation of the Easement granted hereunder;,
provided the Easement rights of Grantee hereunder are not materially interfered with.
(c) The owner of the IAAM Property will maintain commercial general
liability insurance for personal injury and property damage for the benefit of Cateilus and
any tenants or lenders of or to the Catellus Property or portions thereofhereai~er
designated by Catellus, which shall cover IAAM's use and enjoyment of the Easement
granted herein, in amounts reasonably acceptable to Catellus, but in no event less than
$1,000,000 per occurrence, $2,000,000 in the ag~egate. All such insurance policies shall
name Catellus (and any tenants or lenders designated.by Catellus) as an additional
insured and shall provide that they may not be canceled or amended without giving the
additional insured at least thirty (30) days prior written notice, and, upon request by any
additional insureds, IAAM shall deliver to the requesting pm'ty(-ies) copies of such
policies or certificates thereof.
(d) It shall use its best efforts to avoid causing any damage to, or interference
with, any improvements on the Easement Area and the Catellus Property. IAAM shall
restore the Easement Area and the Catellus Property to their original condition, ordinary
wear and tear excepted, if it disturbs the same in the exercise of its rights hereunder,
including, but not limited to, the restoration of any parking area, fencing, paving or
landscaping which may be damaged or disturbed. Further, it shall remove all papers,
debris, filth and refuse from the Easement Area as reasonably required by generally
accepted maintenance standards of first-class industrial parks so as to keep said areas in a
neat, clean, and orderly condition.
(e) Grantee shall, at its sole cost and expense, maintain the sanitary sewer line
to be installed by Grantee within the Easement Area in good working order and repair.
Except to the extent of Grantee's negligence or willful misconduct,
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responsibility or liability with respect to the maintenance or repair of the pipe presently
running under the Catellus Property (or any pipe which replaces such existing pipe).
Without any fee or other cost to Catellus, Grantee agrees that Catellus (or its respective
licensees, tenants, empl.yees, contractors, invitees, successors and assigns) may connect
to and use the sanitary sewer line.
4. Covenant of Grantor. Grantor shall not construct on the Easement Area any
permanent building or structure. As used herein, the term "building" refers to any residential,
commercial or industrial structure designed for occupancy by human beings or the operation of a
business, and the term "structure" refers to any improvement, whether above or below ground,
excluding, however, driveways, curbs, parking improvements and related facilities, underground
utility lines and facilities.
5. Self-Help Remedies. If either party hereto fails to perform any of its obligations
under fi{is Agreement, in whole or in part, in addition to all other remedies it may have at law or
in equity, the non-defaulting party shall have the right, but not the obligation, upon thirty (30)
days' prior written notice to the defaulting party (unless within that thirty (30) day period the
defaulting party shall cure the default, or in the case of a default which by its nature cannot be
cured within that thirty (30) day period, the defaulting party shall commence the curing of the
default within that thirty (30) day period, and thereafter shall diligently prosecute the curing of
the default to the completion) to proceed to take such action as shall be reasonably necessary to
cure the default, all in the name of such defaulting party and for the account of the defaulting
party; provided, however, in the event of an emergency, the non-defaulting party may take such
action to cure the default without notice to the defaulting party. If either party expends sums for
the performance of any obligations of the other party pursuant to the exercise of any self-help
remedies under this Agreement, the defaulting party shall reimburse the non-defaulting party for
the cost of that performance within fifteen (15) days after receipt of a statement therefor along
with reasonable documentation substantiating the costs incurred by the non:defaulting party.
Thereafter, interest shall accrue upon any unpaid amounts at the maximum rate allowed by law.
If the defaulting party fails to promptly pay any payment due under this Agreement, the non-
defaulting party shall have the fight to set off the amount due the defaulting party against any
payments due from the non-defaulting party to the defaulting party under this Agreement. In
addition, the non-defaulting party is hereby granted a lien against the defaulting party's
respective property to secure the payment of all sums due and payable by the defaulting party
hereunder, which lien may be foreclosed by suit, power of sale, or in any other manner permitted
by applicable law, including power of sale foreclosure. Any lien granted under this Section shall
automatically be subordinate to any mortgage or deed of trust or any other security now or
hereafter placed on the Property, or any portion thereof, and to all renewals, modifications,
consolidations, and replacements of such monga§es or deeds of trust.
6. Runs With the Land. This Agreement is made for the direct benefit of the parties
hereto and their respective successors and assigns as title holders of the Catellus Property and the
IAAM Property. The benefits and burdens of the easements, covenants and restrictions
contained in this Agreement shall run with the Catellus Property and the IAAM Property as
covenants and equitable servitudes running with the land. Any person or party who now or
hereafter owns or acquires any right, title or interest in or to any portion of the Catellus Property
516568.01/0C
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? I [12751
ltIUE AND COR,qECT m~
COPY OF ORIGINAL
FILED IN
COUNTY CLE~., ,.. C,[FI. O1r
an~or the IAAM Property shall be conclusively deemed to have consented to and agreed to the
easements, covenants and restfictiorm contained herein.
7. Pmteeti0n of Mortea~,ees. The breach of any of the provisions of this Agreement
shall not defeat Or render invalid the lien of any duly recorded mortgage or deed of trust
encumbering the Catellus Property or IAAM Property or any portion thereof, which is/are made
in good faith and for value, provided that all provisions of this Agreement shall be binding upon
and effective against'any owner of the Catellus Property and/or the IAAM Property whose title is
acquired by foreclosure, deed in lieu of foreclosure, mastee's sale or otherwise.
8. IIl_4_~bS_qg~[~. IAAM shall protect, indemnify and defend Catellus and its
respective agents, directors, officers, shareholders, employees, successors and assigns (each an
"indemnitee") against and hold each Indemnitee harmless from any and all loss, cost, damage or
claim thereof, expense or liability, including attorneys' fees and costs, whatsoever arising out of
any injt~ry to or death of persons or damage to property oceuning in, on or about the Easement
Area as a result of the exercise by IAAM or any of its users of IAAM's fights under this
Agreement, except to the extent any such injury or damage may be caused by the gross
negligence or willful misconduct of any such Indemnitee. The foregoing shall survive the
termination of this Agreement.
9. As ~S. IAAM covenants for itself, its successors and assigns that the condition of
the Easement Area is accepted by IAAM "AS IS" and "WITH ALL FAULTS," without any
representations or warranties whatsoever, express or implied, as to the suitability of the
Easement Area for any purpose.
10. General Provisions
(a) Any provisions of this Agreement which shall prove to be invalid, void or
illegal, shall in no way affect, impair or invalidate any other provision hereof and such
other provision shall remain in full force and effect.
(b) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS.
(c) This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all such counterparts together shall constitute one
agreement.
(d) In the event any action is instituted with respect to the subject matter of
this Agreement, the party prevailing in such action, whether by final judgment or out of
court settlement, shall be entitled to recover from the other party thereto reasonable
attorneys' fees and costs of such suit.
(e) Failure by Catellus or IAAM to enforce any covenant, condition or
restriction contained herein or in any certain instance or on any particular occasion shall
not be deemed to be a waiver of such right on any such future breach of the same or any
other covenant, condition or restriction.
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TR[/E*AND COR2ECT '"~
O2752,
(f) The provisions of this Agreement shall be liberally construed to effect its
purpose; the section headings have been inserted for convenience only and shall not be
considered or referred to in resolving questions of interpretation or construction.
(g) This Agreement may not be modified in any respect' whatsoever, or
rescinded in whole or in part, except by written instrument executed by Catellus and
IAAM, or their respective successors or assigns as fee owners of the Catellus Property
and the IAAM Property, respectively, and recorded in the Official Records of Dallas
County, Texas.
(h) The exhibits attached hereto are incorporated herein by reference and
made a part hereof.
(i) All notices and other communications required or permitted to be given or
~lelivered hereunder (a "Notice") shall be in writing and shall be delivered personally or
sent by overnight courier services, or by first class mail, registered or certified, postage
prepaid, remm receipt requested. Notices shall be considered given on the earlier of
(a) receipt, if personally delivered or sent by overnight courier to the addressee, or
(b) forty-eight (48) hours following deposit in the United States mail. Notices shall be
delivered to the following party addresses, provided either party may give the other
written notice of a change of address at any time, and the new notice address shall be
thereafter used.
Catellus:
Catellus Development Corporation
4545 Fuller Drive, Suite 100
Irving, Texas 75038-6530
Attention: Asset Management
with a copy to:
Catellus Development Corporation
201 Mission Street
San Francisco, CA 94105
Attention: Asset Management
Attention:
[signatures contained on following page]
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2 02 I
02753
IN WTrNESS WI-~REOF, the parties have executed this Agreement a~ of the date first
set forth above.
"Catellus"
CATELLUS DEVELOPMENT CORPORATION,
INTERNATIONAL ASSOCIATION OF
ASSEMBLY MANAGERS,
/ ~" /.ts: ~,
~IJE ~1ND CORRECT "~
COPY OF ORICINAL
COU2'I"! r, ~,,,o
6568.0 i/0~
C 1599-00 I11-27.~O/bhn/ma~ -~'
STATE OF TEXAS
and for s~fi~l'state, personally appeared ~ }/~'~p~/_, ~g~a~'"'~ ,
personally known to me (or proved to me on the basis of sa'tisfaet~ry evidence) to be the person
whose name is subscribed to the within instrument and acknowledged to me that he/she executed
the same in his/her authorized capacity, and that by his/her signature on the insmma~t, the
person, or the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
~/ Notary Public in and for said State
(SEAL)
STATE OF TEXAS )
"~;U~ y
md for s~d state, person~ly appe~ed ~D ~ ~ ~. Zt~~ ~ · ,
personally ~om to me (or proved to m~on tfi~ b~is of satisfidtbU ehdence) to be ~e p~son
whose nme is subschbed to the wi~ i~ment md ac~owledged to me that h~she executed
the sine in h~ au~ohzed capaciW, md ~at by ~er silage on the insmeng the
person, or the entiW upon behalf of which the pe~on acted, executed the instment.
WITNESS my hand and official seal.
516568.01/0C
C15994}01/I 2-28-99/bhn/maa
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LEGAL DEPICTION OF CATELLUS PROPERTY
The real property in the City of Coppell, County of Dallas, State
of Texas, depicted, as.follows:
] - " K¢~;~t\ COPY OF ORIGINAL
', N ~2~:,} F)LED )N DALLAS
., ,. '~~' COUNTY CLER~'S omcl:
0
.:~,..,.~... ~, · .;.
LEGAL DESCRIPTION
OF IAAM'PROPERTY
The real property in the City of Coppell, CounW of Dallas, State of
Texas, described as follows:
;-:GAL DESCRIPTION ' .../
I~FJNG. ~l'oct of '~3nd.-~ltuated ~rl t~e. Hel~s o~ Joel Wll~n ~vey, A~?~ac~ No, 1555, O~
8EGINN~G aY a 1/2-fn~ fo~d Iron roe' wlt~ a c~ st=pea ~en Davis' at t~e Intersectlo~
THENCE"S~th 8~ degrees Z6 mimte~ 41 seconds [~t. ~ong' the ~utn rlgnt-of-va~ dine
ASSOC. iNC.' (~e~elnafte~ ~efe~rea to a~ '~lth ¢=~)for co~ne~=.
grftz Way. a dlaV~e of 5T6.SS fee~ to a 1/2-fn~ fora l~on moa ~lt~ a c~ f~ cachet on
T~NC[ Nom?~ 48 de~meea 20 mi.?es 06 ~econas West· ~an~ t~e nomt~eaaVerly
TRUE AND CORRECT ""t
COPY OF ORIGINAL
FILED IN DALLAS
COUNTY CLE~I('S OFFICF
Di~pICTION OF EASEMENT AREA
POINT OF ~s~'.$o' mm~r-o~-,,~_Y~ _ _ :.:.- ~ _~_~_.-._ .__- ...... \_ _ ..~u, uuc _ _; _ _ ~ ~o.=~.~,~,, ~ ....
~: ~' :--" ~ ~ ~ '~ ~ ~ ~ "~ ~1 ~:~ ~~' 133.27' ~-
J .-- I t PdlNT OF~.L ....... ~ ~-- ~0.00'
~ ~ i I :~r co.~r. ~0 00' ~ ~ ~N89'g6'41'W
' " ~'""'~'" ~ ' I I 153
LOT L BLOC~
Ig0,680 SOFF
4J77 ACRES
I. BASIS 'bF BEW~qn4G iS S89'2G'41'E[
ALONG SOUTH RIGHT-OF-flAY
LINE OF' FRITZ OR. AS RECOROED
IN VOUJM[ 8eJl~JO. PACt[ 4821,
(O.R.O.C.T.)
Z. CONTROLLING MONUMENT ~S SHOWN HEREON
£×HIBIT
0.0841 ACRE:
UTILITY EASEMENT
$1656~.01/OC
C I $~-00 I112-28-9wlolm/msa
02758
~UE AND CORRECT
COPY OF ORIGINAL
FILED iN DALLAS
COUNTY CLERK'S OFFICE
COUNTY ~ DalInI Omm'~,, Texas
FEB