Easement Agreement for Access and Parking
!EASEMENT AGREEMENT FOR ACCESS AND PARKING
Date: May 23, 2007
First Party: SCI-Wynnpage I, LP
First Party's Iv1ailing Address: 235 S. Denton Tap Road, Suite 100, Dallas County, Coppell,
Texas 75019
Second Party; SCl- Wynnpage II, LP ('<Easement Holder'')
Second Party's Mailing Address: 235 S. Denton Tap Road~ Suite 100, Dallas County, Coppell,
Texas 75019
First Party~s Property; See Exhibit A attached hereto and incorporated herein by this
reference.
Second Party's Property: See Exhibit B attached hereto and incorporated herein by this
reference.
Easement Purpose: The pUl'J'ose of the: Easement is for the reasonably free and
uninten-upted flow of vehicular and pedestrian traffic for ingress to, egress from,
and access over and across the Properties for the common benefit of the
Properties and the owners, employees, agents, contractors, tenants, guests and
invitees thereof, for the use of the improvemen:t:s and services located on the
Properties, and for the temporary parking of vehicles by custom.ers and invitees of
the Properties during nonna] business hours~ subject to the terms and provisions
hereof.
Consideration: Second Party, it's successor's and/ol' assigns, shall pay to First Party, it's
successors and/or assigns, the sum of lWO HUNDRED AND NOIlOO
DOLLARS ($200.00) due and payable on the first day of each month throughout
the teon of this Easement Agreement and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged by the Parties.
Reservations from Conveyance of First Party's Property: The Second Party shall not park
in any pa....king spaces located on the First Party's Property except for the ten (10)
parking spaces located along the western property line of the First Party's
Property as shown on Exhibit C attached hereto and incorporated herein by this
reference.
E:x:ceptions to Warranty of First Party's Property: All encumbrances, easements and other
matters filed of record or affecting the First Party's Property.
Exceptions to Warranty of Second Party's Property: All encumbrances, easements and
other matters filed of record or affecting the Second Party's Property.
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Grant of Ewlement:
First Party, for the Consideration and subject to the Reservations from Conveyance of
First Party's Property and Exceptions to Warranty of First Party's Property, grants, sells, and
conveys to Second Party and Second party's heirs~ successors. and assigns an easement to, over,
and across First party's Property for the Easement Purpose and for the benefit of all or any
portion of Second Party's Property, together with aU and singular the rights and appurtenances
thereto in any way belonging. to have and to hold the easement, rights. and appurtenances to
Second Party and Second Party~s heirs, successors, and "assigns forever. First Party binds First
Party and First party's hei(s, successors, and assigns to warrant and forever defend the title to the
easement, rights, and appurtenances in Second Party and Second Party's heirs. successors, and
assigns against every person whomsoever lawfully claiming or to claim the easement. rights, o(
appurtenances~ or any part thereof, except as to the Reservations from Conveyance of First
Party~s Property and Exceptions to Warranty of First Party's Property, to the ex.tent that such
claim arises by, through, or under First Party but not otherwise.
The easement, rights, and appurtenances hereby granted by and betWeen First Party and
Second Party are referred to herein as the "Easement." First Party's Property and Second Party's
Property are sometimes referred to herein collectively as the "Pro9ertieS. II First Party and Second
Party are sometimes refmed to herein individually as a "~" and coUectiveJy as the llParties."
Terms and Conditions: The following tenns and conditions apply to the Easement granted by this
Easement Agreement For Access and Parking (this "Agreement"):
1. Character of Easement. The Easement is appurtenant to and runs with the
Properties, and portions thereof~ whether or not the Easement is referenced or described in any
conveyance of the Properties, or any portion thereof. The Easement is for the benefit of the
Parties and the heirs. successors, and assigns of the Parties who at any time own the Properties Of
any interest therein.
2. Duration of Easement. The duration of the Easement is from September 12,2007
to September 11, 2012.
3. Use and Location of Easement The Easement Holder will be entitled to exercise
direct access to and between the Properties without interference except as set forth in this
Agreement and to use all BCceSS areas, driveways, and parking lots located on any portion of the
Properties in exercising the Easements. Either Party may erect curbs or other barriers to traffic
between the Properties and adjacent portions of the Properties, including but not limited to
differences in grade levels, only to the extent that such curbs or other barriers will not
unreasonably interfere with or restrict direct access to and between the p(operties by the Parties
of other portions of the Properties and their employees, customerst and other invitees. A Party
may erect buildings and other improvements on the portIon of the Properties owned by that Party
only to the extent that the buildings and other improvements will not unreasonably interfere with
the use of and access to the access areas, driveways, and parking lots on such pomon of the
Properties by the other Party and their employees, customers, and other invitees. The Easement
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Holder will not be entitled to park on the First Party's property except where designated but will
be permitted to walk or drive across and otherwise traverse the Properties to obtain ingress to or
egress from the other Properties.
5. Maintenance of Easement Property. All access ways, driveways, and parking lots
located on the Properties must be maintained at a level of appearance and utility consistent with
the highest industry standards then prevailing for similarly used properties in the market in which
the Properties are located. Easement Holder will be solely responsible for the costs of
maintaining the access ways, driveways, and parking lots located on the First Party's Property. If
the Easement Holder does not perfonn the required maintenance. then the First Property, after
giving the nonperforming Easement Holder thirty (30) days' written notice, will have the right to
perform the maintenance and receive reimbursement from the nonperforming Easement Holder.
Reimbursement will be payable on demand and include the costs of the maintenance. plus
interest at the highest rate pennitted by law (or if no maximum rate is prescribed by law, at the
rate of 18 percent per year).
6. Rights Reserved Each Party reserves for that Party and that Party's heirs,
successors, and assigns the right to continue to use and ~oy the surface of the Properties for all
purposes that do not unreasonably interfere with or interrupt the use or eJ.1joyment of the
Easements.
7. Equitable Rights of Enforcement. These Easements may be enfot'ced b}'
restraining orders and injunctions (temporary or permanent) prohibiting interference and
commanding compliance. Restraining orders and injlUlCtions will be obtainable on proof of the
existence of interference or threatened interference, without the necessity of proof of inadequacy
of legal remedies or irreparable harm. and will be obtainable only by the Parties and/or Holders;
provided, however, that the act of obtaining an i~unction or restraining order will not be deemed
to be an election of remedies or a waiver of any other rights or remedies available at law or in
equity.
8. Attorney's Fees. If either Party retains an attorney to enforce: this Agreement, the:
Party prevailing in litigation is entitled to recover reasonable attorney's fees and court and other
costs.
9. Binding Effect. This Agreement binds and inures to the benefit of the Parties and
their respective heirs, successol'S, and permitted assigns.
10. Choice of Law This Agreement will be construed under the laws of the state of
Texas, without regard to choice-of~law rules of any other jurisdiction. Venue is in the county or
counties in which the Properties are located.
11. Counterparts. This Agreement may be ex.ecuted in any number of counterparts
with the same effect as if aU signatory Parties had signed the same document All counterparts
",ill be construed together and will constitute one and the same instrument.
12. Waiver of Default. It is not a waiver of or consent to default if the nondefaulting
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Party fails to declare innnediately a default or delays in taking any action. Pursuit of any
remedies set forth in this Agreement does not preclude pursuit of other remedies in this
Agreement or provided by law.
13. Further Assuran~e$. Each signatory Party agrees to execute and deliver any
additional documents and instruments and to perfonn any additional acts necessary or
appropriate to perform the tenns, pl'ovisions, and - conditions of this Agreement and- all
transactions contemplated by this Agreement.
14. indemnity. Each Party agrees to indemnifY, defend, and hold hannless the other
Party from any loss, attorney's -fees, expenses, or claims attributable to breach or default of any
provision of this Agreement by the indemnifying Party.
15. Integration. This Agreement contains the complete agreement of the Parties and
cannot be varied except by written agreement of the Parties. The Parties agree that there are no
oral agreements, representations, or warranties that ate not expressly set forth in this Agreement.
16. Legal Construction. If any provision in this Agreement is for any reason
unenforceable, to the extent the unenforceability does not destroy the basis of the bargain among
the Parties. the unenforceabiJity will not affect any other provision hereof, and this Agl'eement
will be construed as if the unenforceable provision had never been a part of the agreement.
Whenever context requires, the singular will include the plural and neuter include the masculine
or feminine gender, and vice versa. Article and section headings in this Agreement are for
reference only and are not intended to restrict or define the text of any section. This Agreement
will not be construed more or less favorably between the Parties by reason of authorship or
origin of language.
17. Notices. Any notice required or permitted under this Agreement must be in
wdting. Any notice required by this Agreement will be deemed to be delivered (whether actually
received or not) when deposited with the United States Postal Service, postage prepaid, certifie:d
mail, return receipt requested, and addressed to the intended l'ecipient at the address shown in
this Agreement. Notice may also be given by regular mail, personal delivery, courier delivery,
facsimile transmission, or other commercially reasonable means and will be effective when
actually received. Any address for notice may be changed by written notice delivered as
provided herein.
18. Recitals. Any recitals in this Agreement are represented by the Parties to be
accurate, and constitute a part oftha substantive agreement.
19. Time. Time is of the essence. Unless otherwise specified, alll'eferences to 11days"
mean calendar days. Business days exclude Saturdays, SW1days~ and legal public holidays. If the
date for performance of an,.. obligation falls on a Saturday, Sunday, or legal public holiday. the
date for perl'onnance will be the next following regular business day.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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EXECUTED as of the date and year:first written above.
FIRST PART,,:
SCI- Wynnpage I, LP
By TGW SIL VERBA WK CAPITAL, INC.,
A Texas ~orporation, it's General Partner
By:
Name:
Title:
1HE STAlE OF TEXAS ~
~
COUNTY OF DALLAS ~
~ This instnunent was aclrqow~dged before me on . Y ;'I~7 . by
JiAV S. ~ . ~..~ C of row Silverhawk Capital, Inc., a Texas
corporation, on behalf of said corporation.
My Commission Expires: ~
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SffEU,V ow. 0'1EAl..
MV oo.l,fMrs'lON lillPflB
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SECOND PARTY:
SCI-Wy:unpage 0, LP
By TGW SILVERHA WI< eAPIT AL, INC.,
A Texas corporation. it's Genenl Partner
By:~
NBllle: C.. T _
Title: P~1 tqtJ1(-
THE STATE OF TEXAS ~
~
COUNTY OF DALLAS ~
This instrument wa~ acknowledged before me on ;-"'.2'1-07 , by
..::MV _ f. 7lIfU/~, JIt#"Jt/.",.;-- of TOW Silverhawk Capital, [nc., a Texas
corporation, on behalf of said corpomtion,
My Commission Expires: ~
~Y9QWU O'UaaJ
otary Pu . c, State of Texas
e
if .
~
SHIUYDaMlE 0WEAt
MY OO*,!!tlION I:XPlRes
AlIpI1~ alro
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EXIDBIT A
Lot lR, Block B of WYNN~AGE PLAZA, an addition to the City of Coppell, Dallas
CQunty, Texas, according to the plat thereof recorded under Document No.
2006000/7332, Map Records, Dallag County, Texas. Together with Certificate of
Correction recorded under Document No. 200600103316 and unde:r Document No.
200600102845, Official Public Records, Dallas County, Texas.
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EXlDBIT B
Lot 2, Block B of WYNN PAGE PLAZA, an addition to the City of Coppell, Dallas
County, Texas, according to the plat thereof recorded under Document No.
20060G077332, Map Records, Dallas County, Texas. Together with Certificate of
Correction recorded under Document No. 200600103316 and under Document No.
200600102845, Official Public Records, Dallas County, Texas.
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EXIDOIT C
DEPICTION OF lHE FIRST PARTyrs PROPERTY AND SECOND PARlYS PROPERTY
AND
PARKING SPACES AND BUILDINGS
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