Reciprocal Easement AgreementSeptember 27, 2005
Ms. Marcie Diamond
Assistant Director of Planning
The City of Coppell
P. O. Box 9478
Coppell, TX 75019
Re: Lakeview Center
Replat of Lots 2R and 3 of Block 5 of Park West Corn nerce Center
Dear Ms. Diamond:
Please find enclosed one (1) copy of the executed Reciprocal Easement Agreement for
the above referenced property.
If you need additional information, please do not hesitate to contact me at 214.828.8875.
Sincerely,
nt
RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:
Akin Gump Strauss Hauer & Feld LLP
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4675
Attn.: Randall M. Rather, P.C.
RECIPROCAL EASEMENT AGREE
THIS RECIPROCAL EASEMENT AGREEMENT (ti
thiso2~ day of ~ ~:~r~, 2005, by and between th
ACQUISITION PAI[TNERS, L.P., a Delaware limited p~
PRENTISS PROPERTIES ACQUISITION PARTNERS
partnership ("Grantee"), with reference to the following facts:
A. The Owner and DBSI-Discovery Real Estate Se~
entered into that certain Purchase and Sale Agreement dated Au
"Purchase Agreement"), which Purchase Agreement provides fo
to Purchaser of that certain real property which is described in
made a part hereof for all purposes (the "Grantee Parcel").
B. The Owner is the owner of certain real property
which is more particularly described on Exhibit B attached heret
purposes (the "Retained Parcel") (the Grantee Parcel and the
to collectively as the "Parcels" and individually as a "Parcel"). T
replatted into two (2) separate lots pursuant to a Replat of Lots 21
Commerce Center filed or to be filed in the Real Property Recor
"Replat").
C. Owner and Grantee desire to enter into this Agre~
rights of the parties with respect to the Parcels as more fully set f¢
NOW, THEREFORE, in consideration of the foregoing
and the covenants and agreements contained herein, the mutual
WENT
.is "A~,reement") is entered into
e PRENTISS PROPERTIES
rtnership (the "Owner"), and
L.P., a Delaware limited
vices LLC ("Purchaser"), have
gust 24, 2005 (as amended, the
: the conveyance by the Owner
Exhibit A attached hereto and
adjacent to the Grantee Parcel
) and made a part hereof for all
ained Parcel are herein referred
te Parcels have been, or will be,
: and 3 of Block 5 of Park West
is of Dallas County, Texas (the
ment in order to govern certain
rth herein.
premises, the casement grants
benefits accruing to the parties
hereto, and for other valuable consideration, the receipt and s~fficiency of which are hereby
acknowledged, the parties hereto hereby state, declare, grant, cov~ant and agree as follows:
013072-0679 WEST 5750189 v5 1
ARTICLE I
Easements
1.1. Reciprocal Access Easements. Grantee does
CONVEY unto Owner for the benefit of Owner and all of th
suppliers, visitors, invitees and licensees (collectively, the
non-exclusive easement (the "Owner Easement") for ingress
pedestrian traffic upon, over and across all fire lanes, traffic 1o
cuts existing or to be constructed on the Grantee Parcel (the "£
may exist from time to time, such Owner Easement to be used
of the Permittees of Grantee. Owner does hereby GRANT, SEI
for the benefit of Grantee and each Permittee of Grantee, a pe~
(thc "Grantee Easement") for ingress and egress by vehicular
and across all fire lanes, traffic loops, driveways, roads an,
constructed on the Retained Parcel (the "Grantee Easement Aree
to time, such Grantee Easement to be used in common with Oa
Owner; provided, however, Grantee and its P~smittees shall ha'
and curb cuts located near the southwestern boundary line of the
its Permittees shall retain full ownership and use of such driv,
Easement and the Grantee Easement shall he referred to herein
The Owner Easement Area and the Grantee Easement Area shall
as the "Easement Areas". It is understood and agreed that thi:
hereby GRANT, SELL and
,' tenants, contractors, vendors,
dttees') of Owner, a perpetual,
and egress by vehicular and
~ps, driveways, roads and curb
wner Easement Area"), as they
i common with Grantee and all
,L and CONVEY unto Grantee,
petual, non-exclusive easement
~d pedestrian traffic upon, over
curb cuts existing or to be
'), as they may exist fi'om time
her and all of the Permittees of
'e no right to use the driveway
Retained Parcel, as Owner and
ray and curb cuts. The Owner
ollectively as the "Easements".
De referred to herein collectively
Agreement does not grant (a)
Grantee or its Pcmdttees the right to use any portions of the Grantee Easement Area for parking,
or (b) Owner or its Pemfittees the right to use any portions ot~ the Owner Easement Area for
parking.
1.2. Retention of Fee Ownership. Owner and Grantee
confmue to enjoy fee ownership, and the surface and subsurface
the Easement Areas located thereon for any and all purposes whi.
with and prevent the use of the Easement Areas as contemplated
Grantee reserve the right, for themselves and their successc
easements, rights, rights-of-way and other privileges over and;
Retained Parcel or the Grantee Parcel, respectively, as Owner or
assigns, may from time to time find necessary, convenient or de
such easements, rights, rights-of-way and other privileges her~
Retained Parcel or the Grantee Parcel shall be subject to and in
herein and shall not unreasonably interfere with the use or enjoyn
herein retain, reserve and shall
of their respective Parcels and
:h do not unreasonably interfere
herein. In addition, Owner and
rs and assigns, to grant such
teross all or any portion of the
Cvrantee, or their successors and
sirable; provided, however, any
[fter granted over or across the
t'erior to the Easements granted
.ent of the Easements.
1.3. Enforcement. Nothing contained herein, expreds or implied, shall confer any
rights or remedies by reason of the Owner's or Grantee's granting of the Easements upon any
person or entity other than the Grantee and Owner and their respqctive Permitteas. Any action to
enforce any of the rights accruing as a result of the Easements gr~nted herein may be maintained
only by the Owner or the Grantee and their respective successot's and assigns as owners of the
Parcels.
013072-0679 WEST 5750189 v5 2
1.4. Permitted Exceptions. The grant of the Easemen!
presently recorded plats, easements and rights-of-way pertaining
Parcel or Grantee Parcel, (ii) ail presently recorded and vaiid mfi
development or leases, royaity reservations and other instmme~
severances of any kind, (iii) all presently recorded restrictive
contracts, provisions and other matters, but only to the exten'
is made subject only to (i) all
to any portions of the Retained
erai estate exceptions, rights of
ts constituting mineral interest
covenants, teims, conditions,
that the matters identified in
subparts (i) - (iii) are vaiid and still in effect, (iv) ail presently recorded instruments, and
(v) zoning laws and regulations and ordinances of municipai and Iother governmental authorities,
if any, affecting the Retained Parcel and the Grantee Parcel (Oll of the foregoing are herein
collectively cailed the "Permitted Exceptions").
ARTICLE II
Maintenance and Operation of Easement Areas ~nd Utility Lines
2.1. Maintenance and Repair. Grantee shall maintain ~r cause to be maintained, at its
sole cost and expense, the Owner Easement Area, specificaily i~cluding, but not limited to, the
portion of the fire lanes and existing traffic loop located on thc C_~antee Parcel, so as to keep such
improved portions of the Owner Easement Area at ail times in good order, condition and state of
repair and in ail respects consistent with the !standards of comparable
office/showroom/warehouse facilities in Dallas County, Texas. Owner shall maintain or cause to
be maintained, at its sole cost and expense, the Grantee Easem~mt Area, specificaily including,
but not limited to, the portion of the fire lanes and existing traf0c loop located on the Retained
Parcel, so as to keep such improved portions of the Grantee Eas~nent Area at ail times in good
order, condition and state of repair and in ail respects consistent v~ith the standards of comparable
office/showroom/warehouse facilities in Dallas County, Texas. The above maintenance and
repair obligations shail include, but not be limited to, cleaning, s~veeping, ice and snow removai,
repair of paving and lighting, restfiping and reseaiing of roadways, landscaping upkeep, water
and sewerage charges, electrical charges, charges for other utilities, and such other maintenance
and repairs, including safety measures, necessary to keep the Easement Areas in good repair.
Notwithstanding anything contained in this Agreement to the co~tr .ary., Grantee and ~_O,_~_~er shail
each be responsible for promptly repairing, restoring or reconstr~a~ cting, at such party s sole cost
and expense, any damage or desmaction to any portion of the Grantee Easement Area and Owner
Easement Area, respectively, caused by the use of such Easement Areas by Grantee or Owner or
their respective P~.ldttees.
2.2. No Barriers. Owner and Grantee agree that no
barricade or other structure or obstacle which would unreasonabl,
in any way prevent vehicular and pedestrian traffic from pas~
allowed to exist on the Easement Areas; provided, those cur]
controls as may be necessary to control the orderly flow of Uaffi~
Easement Areas are not closed or blocked.
~arder, fence, curb, wail, ditch,
interfere with, impede, slow or
ng thereon, will be created or
~s and other reasonable traffic
may be installed so long as the
2.3 Utility Easements - Maintenance and Renair of l~asement Facilities. Owner and
Grantee acknowledge and agree that there are telephone, sanitar~ sewer, water, electric and gas
easements located on the Retained Parcel and the Grantee ParCel (collectively, the "Easement
013072-0679WEST 5750189v5 3
Facilities"). Grantee shall maintain or cause to be maintained, at its sole cost and expense, the
Easement Facilities located on the Grantee Parcel, and Owner shall maintain or cause to be
maintained, at its sole cost and expense, the Easement Facilities located on the Retained Parcel,
in each case, at all times in good order, condition and state of repair in accordance with all
applicable ordinances, roles and regulations of the City of Coppell and any applicable State or
Federal laws and regulations. To the extent that any of the Easement Facilities benefit both the
Grantee Parcel and the Retained Parcel (the "Shared Easeme~tt Facilities"), then following
completion of improvements to be constructed by Owner on the Retained Parcel, Owner and
Grantee agree to be responsible for each party's Pro-Rata Share (as hereinafter defined) of the
cost incurred for the maintenance, operation, repair and compl!ance with all applicable laws,
regulations and ordinances affecting the Shared Easement Facilities (the "Malntenanco Costs").
For purposes of this Agreement, Owner's and Grantee's "Pro-Rata Share" of Maintenance Costs
for the Shared Easement Facilities shall be based on a reasonable allocation of the Maintenance
Costs based on (a)the approximate usage by Owner and Grantee of the Shared Easement
Facilities as mutually determined by Grantee and Owner or Co) Such other method of allocation
upon which Owner and Grantee may agree. In the event eithl~'r Owner fails to maintain the
Easement Facilities located on the Retained Parcel or Grantee falls to maintain the Easement
Facilities located on the Grantee Parcel (the party falling to so maintain the Easement Facilities
being herein called a "Defaulting Party") and such failure to maintain such Easement Facilities
adversely affects the other party's to this Agreement (the "Non-Defaulting Party") ability to use
the Easement Facilities on its property, then, upon two (2) buSiness days' prior notice to the
Defaulting Party, the Non-Defaulting Party may enter on the Defaulting Party's property to repair
the Easement Facilities, and the Non-Defaulting Party thereaRer may send a notice to the
Defaulting Party specifying the repair costs so incurred and the l~efaulting Party shall reimburse
such repair costs within five (5) business days after receipt of notice of the total costs incurred by
the Non-Defaulting Party in repairing such Easement Facilities, which notice shall include copies
of invoices, statements, paid receipts or other evidence showing the repair costs incurred by the
Non-Defaulting Party in repairing the Easement Facilities. The Defaulting Party shall pay such
invoiced amount together with interest thereon at the rote of fifteen percent (15%) (the "Interest
Rate") per annum fxom the date of receipt of the invoice until such repair costs have been
reimbursed. Additionally, if a party hereto fails to reimburse the other party hereto for its
Pro-Rata Share of Maintenance Costs for the Shared Facilities iacurred within ten (10) business
days following the written request therefor accompanied by copies of invoices, statements, paid
receipts or other evidence showing the Pro-Rata Share of Maintenance Costs for Shared
Easement Facilities, then the Pm-Rata Share of Maintenance Costs shall bear interest at the
Interest Rate from the eleventh (llth) business day following the delivery of such invoice and
accompanying information until repaid.
ARTICLE III
Construction
3.1. Grantee and Owner may remodel or remove any i~nprovements which are located
on the Grantee Parcel and the Retained Parcel, respectively, p~ovided any such remodeling or
removal is conducted in compliance with the applicable provisions of this Agreement.
Notwithstanding the immediately preceding sentence or an~,thing else contained in this
013072-0679 WEST 5750189 v5 4
Agreement to the contrary, without obtaining the prior written cgnsent of the other party hereto,
(a) Grantee shall not perform or permit any of its Pe~mlttees to perform any heavy construction
activities on the Grantee Easement Area, including, but no~ limited to, the use of large
construction-type trucks, equipment or machinery on the Granted Easement Area, and Co) Owner
shall not perform or permit any of its Permittees to perform any heavy construction activities on
the Owner Easement Area, including, but not limited to, the use Of large construction-type trucks,
equipment or machinery on the Owner Easement Area.
ARTICLE IV
Insurance and Indemnity
4.1. Insurance. Grantee shall maintain, or cause to be maintained, public liability
insurance insuring against claims on account of lost life, bod. ily injury or pmparty damage
occurring on the Grantee Easement Area that may arise from, or be occasioned by, (a) the
condition of the Grantee Easement Area caused by Grantee or its Permittees, Co) the use or
occupancy of the Grantee Easement Area by Grantee or its permittees, or (c) any other act or
omission of Grantee, its Permittees or any other persons for who~e acts and omissions Grantee is
legally liable. Owner shall maintain, or cause to be maintained, public liability insurance
insuring against claims on account of lost life, bodily injury or p~operty damage occurring on the
Owner Easement Area that may arise from, or be occasioned bY~ (a) the condition of the Owner
Easement Area caused by Owner or its Permittees, Co) the u~e or occupancy of the Owner
Easement Area by Owner or its Permittees, or (c) any other act or omission of Owner, its
Permittees or any other persons for whose acts and omissions Owner is legally liable. Each party
hereto shall obtain an insurance policy, according to the provisiorls hereof, covering its respective
Easement Area located on the other party's Parcel from a reputable insurance company or
companies qualified to do business in the State of Texas, and each such policy of insurance shall
have limits for loss of life or bodily injury in amounts of not l~ss than $1,000,000.00 for each
person and $1,000,000.00 for each occurrence and $1,000,000.00 for property damage for each
occurrence. Such insurance may be carried under a "blanket" policy or "blanket" policies
covering other properties of each respective party, and may be subject to such self-insured
retentions as each party may desire. Each of the undersigned, shall, upon written request from
the other party, furnish to the requesting party one or more certificates of insurance evidencing
the existence of the insurance required above. All certificates of insurance evidencing such
coverage shall name the other party as an additional insured thereunder.
4.2. Indemnity. Grantee hereby agrees to indemnify, d~fend and hold harmless Owner
from and against any and all liabilities, damages, expenses i(including, without limitation,
reasonable attorneys' fees), causes of action, suits, claims or j ~Udgments arising from injury to
persons or property and resulting from Grantee's or its Permitteqs' use of the Grantee Easement
Area, except to the extent caused by the negligence, gross negllgence or willful misconduct of
Owner. Owner hereby agrees to indemnify, defend and hold harmless Grantee from and against
any and all liabilities, damages, expenses (including, without l~rnitation, reasonable attorneys'
fees), causes of action, suits, claims or judgments arising from i~jury to persons or property and
resulting from Owner's or its Permittees' use of the Owner Ease{ment Area, except to the extent
caused by the negligence, gross negligence or willful misconduct 0f Grantee.
013072-0679WEST 5750189v5 5
ARTICLE V
Default and Remedies
5.1. General. If Grantee or Owner (the "Defaulting, l~artv") shall fail to comply with
any term, provision or covenant of this Agreement and shall no~ cure such failure within thirty
(30) days after receipt of written notice from the other party lterennder (the "Non-Defaulting
Party"), or if the default is of such character as to require more ~han thirty (30) days to cure and
the Defaulting Party shall fail to commence to cure the same wlthin such period or shall fail to
use reasonable diligence in curing such default thereafter, the Non-Defaulting Party shall have
the option of pursuing any one or more of the following remedies, or any other remedy it may
have at law or in equity:
(i) perform said obligation of the Defaulting party and charge the Defaulting
Party therefor (which charge shall be paid within fifteea (15) days after the Defaulting
Party's receipt of written notice of the costs or expenses 5ncurred by the Non-Defaulting
Party accompanied by supporting invoices), and if such charge is not paid within said
fifteen (15) day period, such unpaid charge shall accruei interest at the lesser of fifteen
percent (15%) per annum or the maximum mount permitted by applicable law, from the
date the amounts are expended until the date repaid; or
(ii) seek specific performance or injunctive relief from a court of competent
jurisdiction.
5.2. Eanitable Rip. hts of Enforcement. In the event of ~my unreasonable interference or
threatened interference with any of the Easements granted h~rein, this Agreement may be
enforced by restraining orders and injunctions (temporary oi' permanent) prohibiting such
interference and commanding compliance with the t~m~s of this Agreement, which restraining
orders and injunctions will be obtainable upon proof of the Existence of such unreasonable
interference or threatened interference, and without the necessity of proof of inadequacy of legal
remedies or irreparable harm, and will be obtainable only by the holder or lienholder of the
applicable Easement; provided, however, that the foregoing is nC~t and shall not be deemed to be
an election of remedies or a waiver of any other rights or remedies available at law or in equity.
5.3. Non-Waiver. No delay or omission of any party hereto in the exercise of any
rights created hereunder shall impair such right, or be construed t~ be a waiver thereof, and every
such right may be exercised at any time during the continuance of an event of default hereunder.
A waiver by any party hereto of a breach of, or default in, any of the t~sms and conditions of this
Agreement by the other party shall not be construed to be a waiver of any subsequent breach
thereef or of any other provision of this Agreement. Except as otherwise specifically provided in
this Agreement, no remedy provided in this Agreement shall be exclusive, but shall be
cumulative with all other remedies provided for in this Agreemcn~t, and all other remedies at law
or in equity which are available to the parties hereto.
01307241679WEST 5750189v$ 6
ARTICLE VI
Mortgagees
6.1. Mort~,a~ee's Rieht to Notice and Cure. In the evegt Grantee or Owner shall be in
default of any of the tyings, covenants and conditions on its part t.o be performed pursuant to this
Agreement, the Non-Defaulting Party shall furnish any mortgggee(s) of which it has written
notice holding a mortgage or deed of trust upon the Defaulting Party's Parcel or any portion
thereof with written notice of such act or acts of default and sh~ll provide to such mortgagee(s)
the right to cure such act or acts of default within the time that is provided to the Defaulting Party
to cure such act or acts of default.
6.2. Mortgagee Protection. This Agreement, and th~ rights, privileges, covenants,
agreements and easements hereunder with respect to Owner and CJrantee and the Parcels, shall be
superior and senior to any lien placed upon any Parcel, including the lien of any mortgage or
deed of trust. Notwithstanding the foregoing, no breach hereofn~r the pursuit or enforcement of
any remedy herein or otherwise available to any party as provilded hereby shall defeat, render
invalid, diminish or impair the lien of any mortgage or deed of ~a'ust made in good faith and for
value, but all of the covenants and restrictions, easements and ~onditions and other provisions,
terms and conditions contained in this Agreement shall be binding upon and effective against any
person or entity (including any mortgagee or beneficiary under a deed of trust) who acquires title
to any Parcel or any portion thereof by foreclosure, trustee's sale, deed in lien of foreclosure or
otherwise.
ARTICLE VII
Comuliance with Laws and Recmlah,'ons
7.1. Compliance with Laws and Regulations. Grantee and Owner hereby covenant and
agree, each to the other, with respect to their respective Parcels,i to comply with all laws, rules,
statutes, ordinances, regulations and requirements of public and governmental authorities
affecting their respective Parcels and the Easements granted hereby. Each party hereto agrees to
indemnify, defend and hold the other harmless from and against any and all claims, demands,
losses, damages, liabilities, expenses and causes of action 0ncluding, but not limited to,
reasonable attorneys' fees), arising out of or resulting from or in any way related to (i) the parties'
failure to maintain their Parcels and the Easement Areas located thereon in good repair and in
safe condition in accordance with legal requirements and/or as provided herein, or (ii) the use of
their respective Easement Area. Each party will promptly give timely notice to the other party of
any claim made, or suit or action commenced, which would result in indemnification under the
provisions of this paragraph or under any other provision of this Agreement.
ARTICLE VIII
Miscellaneous
Section8.1. Notices. All notices, requests, deman~ls and other communications
hereunder shall be in writing and shall be delivered by hand, sent prepaid by Federal Express (or
a comparable overnight delivery service) or sent by the United states mail, certified, postage
013072-0679WF.~T 5750189 v5 7
prepaid, return receipt requested, at the following addresses (~r to such other address as the
intended recipient may have specified in a notice to the other pan~):
If to Owner: Prentiss Properties Acquisition Part~ers, L.P.
3890 West Northwest Highway, Suite 400
Dallas, Texas 75220
Attention: CEO
With a copy to:
If to Grantee:
Properties Acquisition part,ers,
Prentiss
L.P.
2711 North Haskell, Suite 2150, LB 13
Dallas, Texas 75204 i
Attention: Managing Director - Sopthwest Region
Properties Acquisition Part~ers,
Prentiss
L.P.
3890 West Noffiawest Highway, Suite 400
Dallas, Texas 75220
Attention: CEO
With a copy to:
Properties Acquisition Part, ers,
Prantiss
L.P.
2711 North Haskell, Suite 2150, LB 13
Dallas, Texas 75204
Attention: Managing Director - SoBthwest Region
Any notice, request, demand or other communication d~livered or sent in the manner
aforesaid shall be deemed given or made (as the case may be) Then actually delivered by hand
delivery or overnight courier, or five (5) business days after deposit in the United States mail,
postage prepaid, certified mail, return receipt requested.
8.2. Successors and Assigns: Conveyance of Parcell. The Easements, rights and
privileges herein granted, and the restrictions, duties, obligation~ and liabilities hereby imposed
(i) are made for the direct, mutual and reciprocal benefit or bur~ten of the Parcels affected, (ii)
will constitute covenants running with the land, and (iii) will be binding upon and inure to the
benefit of, the owners of the Parcels and their respective successors, assigns, transferees and
Pemfittees. In the event any of the Parcels herein described (o~' any portion thereo0 are sold,
transferred or conveyed, the conveying owner thereof shall ~e relieved from all liabilities,
obligations, claims and actions thereat~er accruing (and the purch~er or transferee of such Parcel
shall be deemed to have assumed all such liabilities, obligationS, claims and actions thereafter
arising hereunder); provided, however, nothing herein shall be de~nned to relieve any owner from
liabilities, obligations, claims and actions which have accrued pri~br to the date of the transfer.
8.3. No Dedication. Nothing herein contained sha~l be deemed to be a gift or
dedication of any portion of the Parcels to the general public or for the general public or for any
public purpose whatsoever, it being the intention that this Agrenlnent shall be strictly limited to
and for the purposes herein expressed. This Agreement is not int4,~nded to create, nor shall it be in
013072-0679WEST 5750189v5 8
any way interpreted or construed to create, any third party beneficiary rights in any person not
specifically benefited by the terms and provisions hereof.
8.4. Entire Agreement. This Agreement contains thq entire agreement between the
parties relating to the rights herein granted and the obligations herein assumed.
8.5. No Partnership, Joint Venture or Principal AgenI Relationship. Nothing in this
Agreement nor any acts of the parties hereto shall be construed ~r deemed by the parties, or by
any third person, to create the relationship of partnership, joint Venture, or principal and agent,
between the owners of any Parcels.
8.6. Severabilit3'. If any term or provision of this A~eement shall, to any extent, be
invalid or unenforceable, the remainder of this Agreement (or [he application of such term or
provision, to persons or circumstances other than those in re*peet of which it is invalid or
unenforceable), except those terms or provisions which are mad~ subject to or conditioned upon
such invalid or unenforceable term or provision, shall not be affected thereby, and each other
term and provision of this Agreement shall be valid and enforceable to the fullest extent
pemfitted by law.
8.7. Governing Laws. This Agreement shall be governed by, construed and enforced
in accordance with the laws of the State of Texas.
8.8. Estoppel Certificate. At any time and from tim~ to time, upon request of any
owner of a Parcel, any other owners of a Parcel shall, without charge, execute, acknowledge and
deliver to the requesting owner within thirty (30) days atter, the request, an insmnnent in
recordable form stating (if the same be tree) that as of such dat~, no default has been declared
hereunder by any owner and that the owner executing the instnlment has no knowledge of any
facts or circumstances which it might reasonably believe woul~l give rise to a default by any
owner and such other information as may be reasonably requested.
8.9. Tenn. Upon any termination of this Agreement eCdenced by a writing signed by
Owner and Grantee or their respective successors and assigns, 011 rights and privileges derived
from and all duties and obligations created and imposed by tho provisions of this Agreement,
except as mentioned above, shall terminate and have no further force or effect; provided,
however, that the termination of this Agreement shall not limit ot affect any remedy at law or in
equity that an owner of a Parcel may have against any other own~ with respect to any liability or
obligation arising or to be performed under this Agreement prior io the date of such termination.
8.10. Interoretation. Each pan'y hereto and its counseli have reviewed and revised (or
requested revisions of) this Agreement and have participat~l in the preparation of this
Agreement. Therefore, any usual roles of construction requiring that ambiguities are to be
resolved against a particular party shall not be applicable in the c0nstmction and interpretation of
this Agreement.
013072-0679 WEST 5750189 v5 9
8.11. Time is of the Essence. Time is of the essence ~vith respect to every provision
hereof.
8.12. Titles and Captions. Titles and captions are for cc
do not define, describe or limit the scope or the intent of this Agr~
8.13. Amendm__~t. This Agreement may be canceled, ¢
whole or in part only by the written and recorded agreement of
In no event shall any amendment of this Agreement ever require
the Permittees.
nvenience of reference only and
a,-~nent.
ranged, modified or amended in
dl of the owners of the Parcels.
the consent or joinder of any of
8.14. Attorneys Fees. In the event any legal action or proceeding for the enforcement of
any right or obligations herein contained is commenced, the prevailing party in such action or
proceeding shall be entitled to recover its costs and reasonabl~ attorneys' fees incurred in the
preparation and prosecution of such action or proceeding.
8.15. Counterparts. This Agreement may be executed[in any number of counterparts
and each such counterpart hereof shall be deemed to be an original insmJment, but all of such
counterparts shall constitute but one Agreement.
8.16. Nonmerger. This Agreement shall be a valid an~ enforceable agreement binding
on Owner, Grantee and their respective successors and i assigns owning the Parcels
notwithstanding the fact that Owner and Grantee are currently o~e and the same party, and there
shall be no merger of, for purposes of this Agreement, (a) the ~)wner Easement or the Owner
Easement Area and the Grantee Parcel, (b) the Grantee EasemenI or the Grantee Easement Area
and the Retained Parcel, or (c) the Grantee Parcel and the Retaine~l Parcel.
[SIGNATURE PAGE FOLLOW
013072-0679WI~T5750189 v5 10
IN WITNESS WHEREOF, the parties hereto have duly e:iecuted this Agreement as of the
day and year first above written.
OWNER:
PRENTISS PROPERTIES ACQUISITION
PARTNERS, L.P., a Delaware limited partnership,
By: Prentiss PrOperties I, Inc., a Delaware
corporation, general partner
Name:
Title: ' ~j~Pre,q de nt
GRANTEE:
PRENTISS PROPERTIES ACQUISITION
PARTNERS, L.P., a Delaware limited partnership,
By: Prentiss Prqperties I, Inc., a Delaware
corporation, general partner
By:
Name:
Title:
,~. Reister
· -~qce-Presi(Jent
0D072-0679 WEST 5750189 v5 11
THE STATE OF TEXAS §
COUNTY OF DALLAS §
The foregoing instru~ eng was acknowledged before mg
Properties I, Inc., a Delaware corporation, general partner of
Partners, L.P., a Delaware limited partnership, on behalf of said
My commission expires:
/Notary Publi([i
Notary's PrintedlName
ais~day
~-~ ,4~ ~- o~ Prentiss
Prentiss Properties Acquisition
~t~ p~p.
for ~e State of Tex~
THE STATE OF TEXAS §
COUNTY OF DALLAS §
The foregoing instrument was acknowledged before me t
2005, by ,
Properties I, Inc., a Delaware corporation, general partner of
Partners, L.P., a Delaware limited partnership, on behalf of said li
ns __ day of _,
of Prentiss
Prentiss Properties Acquisition
nited partnership.
My commission expires:
Notary Public in ~d
for the State of Texas
Notary's Printed tame
OI3072-0679WEST5750189v5 12
Description of Grantee Parcel
FIELD NOTES (PROPOSED LOT 2R, BI~OCK 5)
BEING a tract of land situated in the James A. Simmons Survey,
Coppell, Dallas County, Texas, and being a portion of Lot 2,
Center, according to the plat thereof recorded in Volume 98191,
County (M.R.D.C.), and being a part of that tract of land describ.
Acquisition Partners, L.P., as recorded in Volume 97122, Page 5
particularly described as follows:
kbstract No. 1296 in the City of
$1ock 5, Park West Commerce
Sage 33, Map Records of Dallas
xt in deed to Prentiss Properties
025, D.C.D.R., and being more
BEGINNING at a 1/2-~,nch iron rod with a yellow plastic cap stamped "Halff Assoc. Inc."
Oaereatter referred to as 'with cap") found at the intersection of[he west line of Belt Line Road
(variable width right-of-way) with the north line of Wrangler Driqe (65 feet wide right-of-way);
THENCE North 89 degrees 06 minutes 46 seconds West, along said north right-of-way line, a
distance of 543.92 feet to a 1/2-inch iron rod with cap set for comer;
THENCE North 00 degrees 53 minutes 14 seconds East, dep ~a~t~ said north right-of-way line, a
distance of 662.49 feet to a 1/2-inch iron rod with cap set for ~omer, said point being on the
south line of Lot 1, Block 5, Park West Commerce Center;
THENCE South 89 degrees 06 minutes 46 seconds East, along th~ south line of Lot 1, Block 5, a
distance of 580.24 feet to a 1/2-inch iron rod with cap set for ~t comer on the aforementioned
west line of Belt Line Road;
THENCE South 01 degree 15 minutes 30 seconds West, alon~ said west line, a distance of
442.57 feet to a 1/2-inch iron rod with cap found for a comer;
THENCE South 08 degrees 06 minutes 06 seconds West, con0nuing along said west line, a
distance of 100.71 feet to a 1/2-inch iron rod with cap found for a[comer;
THENCE South 01 degree 15 minutes 30 seconds West, continuing along said west line, a
distance of 100.00 feet to a 1/2-inch iron rod with cap set for a ~omer at the northeast point of
said comer clip located at the intersection of said west line with ~e north line of Wrangler Drive;
THENCE South 46 degrees 04 minutes 22 seconds West, alongsaid comer clip, a distance of
28.41 feet to the POINT OF BEGINNING AND CONTAINING 380,738 square feet or 8.741
acres of land, more or less.
0130724)679 WEST 5750189 v5 A- 1
EXHIBIT B
Description of Retained Parcel
FIELD NOTES (PROPOSED LOT 3, BLOCK 5)
BEING a tract of land situated in the James A. Simmons Survey, ~kbstract No. 1296 in the City of
Coppell, Dallas County, Texas, and being a portion of Lot 2, Block 5, Park West Commerce
Center, according to the plat thereof recorded in Volume 98191, ~age 33, Map Records of Dallas
County (M.R.D.C.), and being a part of that tract of land descfib~l in deed to Prentiss Properties
Acquisition Partners, L.P., as recorded in Volume 97122, Page 5025, D.C.D.R., and being more
particularly described as follows:
COMMENCING at a 1/2-inch iron rod with a yellow plastic cltp stamped "HalffAssoc. Inc."
(hereafter referred to as "with cap") found at the intersection of the west line of Belt Line Road
(variable width right-of-way) with the north line of Wrangler Drix/e (65 feet wide right-of-way);
THENCE North 89 degrees 06 minutes 46 seconds West, along said north right-of-way line, a
distance of 543.92 feet to a 1/2-inch iron rod with cap set for the POINT OF BEGINNING;
THENCE North 89 degrees 06 minutes 46 seconds West, continuing along said north right-of-
way line, a distance of 401.21 feet to a 1/2-inch iron rod with cap found for the southwest comer
of Lot 2 and the southeast comer of Lot 1, Block 6, Park West Commerce Center;
THENCE North 00 degrees 53 minutes 14 seconds East, departi~ag said north right-of-way line,
and along the common line between said Blocks 5 and 6, a dist~ce of 662.49 feet to a 1/2-inch
iron rod with cap set for corner, said point being the southwest corner of Lot 1, Block 5, Park
West Commerce Center;
THENCE South 89 degrees 06 minutes 46 seconds East, departing the east line of Block 6 and
along the common between said Lots 1 and 2 of Block 5, a distance of 401.21 feet to a 1/2-inch
iron rod with cap set for comer;
THENCE South 00 degrees 53 minutes 14 seconds West, departing said common line, a distance
of 662.49 feet to the POINT OF BEGINNING AND CONTAINING 265,806 square feet or 6.102
acres of land, more or less.
013072-0679WEST 5750189v5 B-I