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RECIPROCAL EASEMENT, DEVELOPMENT AND DETENTIjbI kGh'E fi)IENT`c'9'c'i369
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STATE OF TEXAS § =
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§ KNOW ALL MEN BY THESE PRES`ftl\f T"
COUNTY OF BRAZOS §
This Reciprocal Easement Agreement (this "Agreement") is executed as of the 15th day
of September, 2006, by and between THE FIRST NATIONAL BANK OF BRYAN ("Bank") and TEXAS
HOTEL MANAGEMENT, L.P., a Texas limited partnership and SALIM ISMAIL, individually
(collectively referred to herein as "Hotel").
WITNESSETH:
WHEREAS, Bank is the owner of that certain 5.802-acre tract of land located in Brazos
County, Texas, more particularly described as Lot 1 Block 2, Greens Prairie Center, a
subdivision of the City of College Station, Brazos County, Texas, according to plat recorded in
Volume 7475, Page 76 of the Official Records of Brazos County, Texas ("Tract A");
WHEREAS, Hotel is the owner of that certain real property located in Brazos County, fit
Texas, more particularly described as two fxaets•in Exhibit A attached hereto ("Tract B"); i1`,,,
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WHEREAS, Hotel is also the owner of that certain 1.665-acre tract of land located in 'vtrit�'
Brazos County, Texas, more particularly described as Lot 1 Block 1, Greens Prairie Center, a
subdivision of the City of College Station, Brazos County, Texas, according to plat recorded in
Volume 7475, Page 76 of the Official Records of Brazos County, Texas ("Tract C") (Tract A,
Tract B and Tract C are collectively referred to herein as the "Tracts");
WHEREAS, to facilitate ingress and egress to and from the Tracts as well as provide for
storm water detention and memorialize the agreements of the Parties (defined below) regarding
continued development of the Tracts, Bank and Hotel desire to grant and impose upon the
Tracts reciprocal easements and rights-of-way over, across, and under the Tracts;
NOW, THEREFORE, for and in consideration of the premises, the mutual covenants and
agreements contained herein and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Parties Defined. As used herein, the terms Bank and Hotel shall include each of
their respective heirs, successors and assigns. The term "Party" shall refer to Bank, Hotel or
any third person or entity who is or may become an owner of any portion of the fee simple
interest in the Tracts, and each of their respective successors and assigns. Each Party shall be
jointly and severally liable for the performance of all covenants, obligations and undertakings
herein set forth with respect to the portion of the Tract owned by it which accrue during the
period of a Party's ownership and such liability shall continue with respect to any portion
transferred even after a Party's interest in a Tract terminates. Each Party shall enjoy the
benefits imposed on such party's property by this Agreement, including but not limited to the
right to enforce the terms and conditions of the Agreement and shall be subject to the burdens
imposed by this Agreement.
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2. Grant of Access, Utilities and Drainage Easement.
(a) Bank, for itself and its successors and assigns, does hereby grant, sell,
convey and deliver to Hotel, its successors and assigns, for the benefit of Tract B, a non-
exclusive, perpetual and permanent right-of-way and easement for (i) vehicular and pedestrian
ingress, egress and access; and (ii) provided it does not unreasonably interfere with vehicular
and pedestrian ingress, egress and access, utilities and drainage necessary to develop Tract B
over and across that portion of Tract A described in Exhibit B attached hereto ("Easement Area
A"
(b) Hotel, for itself and its successors and assigns, does hereby grant, sell,
convey and deliver to Bank, its successors and assigns, for the benefit of Tract A, a non-
exclusive, perpetual and permanent right-of-way and easement for (i) vehicular and pedestrian
ingress, egress and access; and (ii) provided it does not unreasonably interfere with vehicular
and pedestrian ingress, egress and access, utilities and drainage necessary to develop Tract A
over and across that portion of Tract B described in Exhibit C attached hereto ("Easement Area
B"). Easement Area A and Easement Area B are collectively referred to in this Agreement as
"the Easement Area"
(c) Bank and Hotel each shall have the right to grant a license, right or
permission to their respective officers, employees, tenants, invitees and all licensees and guests
to use the Easement Area in accordance with the terms of this Agreement or avail themselves
of any rights granted herein, but any action to enforce any of such rights may be maintained
only by Bank and Hotel or their respective successors and assigns.
(d) Bank and Hotel hereby reserve the right, for themselves and their
respective successors and assigns, to grant other easements, rights, rights-of-way and
privileges over, across and under the particular Easement Area each owns; provided, however,
any such other easements, rights, rights-of-way and privileges hereinafter granted over, across
or under the particular Easement Area shall not (i) adversely affect the orderly flow of pedestrian
and vehicular traffic on, over or across the Easement Area, or (ii) render Tract A or Tract B less
accessible to such traffic.
(e) The easement and rights herein conveyed in the Easement Area are
private easements and are not for the use or benefit of the general public. Nothing contained in
this Agreement shall ever be deemed to create a gift or dedication of all or any portion of the
Easement Area to the public or for any public use or public purpose whatsoever except to the
extent that the Easement Area may be utilized as a fire lane by the City of College Station, it
being the intention of Bank and Hotel that this Agreement be strictly limited to and for the
purposes herein expressed. It is the intention of Bank and Hotel that this Agreement shall be for
the exclusive benefit of themselves and their respective successors and assigns as owners of
the Tracts. Nothing contained herein, express or implied, shall confer upon any other person or
entity any rights, claims or remedies under or by reason of this Agreement.
(f) Either Party may construct, in accordance with the then existing minor
collector design standards for the City of College Station using a forty-foot wide pavement
section, the improvements required for access through the Easement Area. The non-
constructing party shall, within thirty (30) days after written notice, pay its pro rata share of costs
of designing, permitting and constructing the improvements. Bank's share of costs shall be nine
and eighty-four one hundredths percent (9.84%) and Hotel's share of the costs shall be ninety
and sixteen one hundredths percent (90.16%). Failure of the non-constructing party to pay its
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share of the costs within 30 days following written demand shall constitute a lien on the non-
constructing party's property (Tract A for Bank and Tract B for Hotel) in an amount equal to the
non-constructing party's pro rata share of costs of design, permitting and construction, accruing
interest at a floating rate equal to the Wall Street Journal prime rate of interest. The lien may be
perfected by the recording in the Official Records of Brazos County, Texas of an affidavit
executed by the constructing party to the effect that the non-constructing party failed to pay its
pro rata share of costs in accordance with this Agreement.
(g) In no event shall this Agreement be deemed to have granted or conveyed
to any Party an easement for the parking of vehicles over and across the parking areas of any
other Party's Tract. Neither Party may develop vehicular parking spaces on its property
immediately adjoining the Easement Area that would use the Easement Area as maneuver
room to park in a parking space.
(h) Hotel shall be responsible for keeping Easement Area in a clean condition
and repair, and, to that end, shall perform and observe, without limitation, the following services
and standards:
(i) inspect, maintain, repair and replace paving, and curbs keeping
them level, smooth and evenly covered with the type of surface material originally installed
thereon or such substitute therefor as shall be in all respects equal in quality, appearance and
durability;
(ii) promptly remove all papers, debris, filth, refuse, surface waters,
snow and ice from the applicable Easement Area; and
(iii) maintain, repair, replace and/or repaint striping as the same
becomes unserviceable, unsightly or indistinct.
If Hotel fails to maintain the Easement Area in reasonably good repair and
condition and such failure continues for thirty (30) days after delivery of written notice from the
Bank, or if said repairs are of such a nature that they cannot be corrected within said thirty (30)
day period and Hotel fails to commence such repairs within said thirty (30) day period and
diligently prosecute completion of the same thereafter, then Bank shall have the right, but shall
not be obligated, to perform the necessary repairs. The non-repairing/maintaining party shall
pay on written demand its share of the cost to repair or maintain the improvements in the
Easement Area. Bank's share of the costs shall be nine and eighty-four one hundredths
percent (9.84%) and Hotel's share of the costs shall be ninety and sixteen one hundredths
percent (90.16%). Failure of the non-repairing party to pay its share of the costs within thirty
(30) days shall constitute a lien on the non-repairing party's property (Tract A for Bank and Tract
B for Hotel), accruing interest at a floating rate equal to the Wall Street Journal prime rate of
interest. The lien may be perfected by the recording in the Official Records of Brazos County,
Texas of an affidavit executed by the repairing party to the effect that the non-repairing party
failed to pay its pro rata share of costs in accordance with this Agreement.
(h) If a Party damages improvements in the Easement Area in the course of
the construction of improvements on its respective tract, that Party shall be responsible for
repair of the improvements to their preexisting condition and liable for the cost of repair without
participation from any other Party. The damaging Party shall, on demand from another Party,
commence repair of such damage immediately upon notice.
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3. Drainage Easement. Hotel does hereby GRANT, SELL and CONVEY unto Bank
and Bank's heirs, successors, and assigns, for the benefit of the Tract A, the perpetual right and
easement to discharge and detain storm water drainage and/or runoff from Tract A over and
upon Tract C, together with all and singular the rights and appurtenances thereto in any way
belonging, to have and to hold the easement, rights, and appurtenances to Bank and Bank's
heirs, successors, and assigns forever. Hotel shall construct, repair and maintain the regional
storm water detention facility in accordance with the requirements of the City of College Station.
If Hotel has not commenced oris not diligently prosecuting construction of the detention facility
in time for Bank's need for the facility, Bank may construct a detention facility suitable only for
Tract A. Hotel shall reimburse Bank for all of Bank's cost to design, permit and construct the
detention facility. Failure of the Hotel to reimburse Bank within 30 days following written
demand shall constitute a lien on the Tract B in an amount equal to the cost of designing,
permitting, and constructing the detention facility, accruing interest at a floating rate equal to the
Wall Street Journal prime rate of interest. The lien may be perfected by the recording in the
Official Records of Brazos County, Texas of an affidavit executed by Bank to the effect that
Hotel failed to pay its pro rata share of costs in accordance with this Agreement. Bank shall,
upon full completion of the regional detention facility, reimburse Hotel its pro rata portion of the
cost to construct the regional detention facility based on a drainage study prepared and
submitted to the City of College Station. Bank's portion of the cost to construct the regional
detention facility will be a fraction in which 5.802 is the numerator and the total number of acres
owned by Bank and Hotel that drain into the detention facility (based on the drainage study) is
the denominator. Failure of the Bank to reimburse Hotel within 30 days following written
demand shall constitute a lien on the Tract A in an amount equal to the cost of designing,
permitting, and constructing the full regional detention facility, accruing interest at a floating rate
equal to the Wall Street Journal prime rate of interest. The lien may be perfected by the
recording in the Official Records of Brazos County, Texas of an affidavit executed by Bank to
the effect that Hotel failed to pay its pro rata share of costs in accordance with this Agreement.
Bank, at its sole cost and expense, shall stub out a drainage inlet to Tract B under the
Easement Area that leads to Greens Prairie Road.
4. Alternate Access Easement to State Highway 40. In the event that the Texas
Department of Transportation ('TXDOT'), the City of College Station (the "City") and/or any
other government entity prohibits direct access between Tract A and State Highway 40 (William
D. Fitch Highway), Hotel, for itself and its successors and assigns, does hereby grant, sell,
convey and deliver to Bank, its successors and assigns, a sixty (60) foot non-exclusive,
perpetual and permanent right-of-way and easement (the "Relocated Easement') for vehicular
and pedestrian ingress, egress and access over and across Tract B to the nearest point of
direct access to State Highway 40 from Tract A for the benefit of Tract A. Bank agrees to pay
for the construction of the Relocated Easement an amount commensurate with the cost it would
have paid for the construction in Easement Area B.
5. Alternate Access Easement to Arrington Road. In the event that TXDOT, the
City of College Station and/or other governmental entity (i) fails to install a traffic signal at the
intersection of Greens Prairie Road and Arrington Road and one is installed on the future
Arrington Road between William D. Fitch Highway and the southwestern boundary of Tract B, or
(ii) traffic movements at the intersection of Arrington Road and Greens Prairie Road into Tract A
are limited to "right in" or "right out", Hotel grants to Bank, at no cost or expense to Bank
(including, without limitation, construction costs for the easement), a blanket easement for
access across the Tract B to the location of the nearest driveway onto Arrington in which traffic
movements are allowed to turn left into or out of Tract B.
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6. Extension of Arrington Road. On or before May 15, 2008, Hotel shall, at their
sole cost, complete the extension of Arrington Road from its terminus near the southwest corner
of Tract A to the existing Arrington Road at the southern boundary of Tract B (the "Arrington
Extension"). The construction of the Arrington Extension shall be completed in accordance with
the requirements of the City of College Station. If, after demand to construct the Arrington
Extension, Hotel refuses, fails or is unable to complete the Arrington Extension, Bank will have a
lien on Tract B in an amount equal to the greater of (i) an engineer's estimate for design,
permitting and construction of the roadway, or (ii) the actual cost to complete the roadway,
either of which will accrue interest at a floating rate equal to the Wall Street Journal prime rate of
interest. The lien may be perfected by the recording in the Official Records of Brazos County,
Texas of an affidavit executed by Bank to the effect that the Hotel failed to construct the
Arrington Extension in accordance with this Agreement. If Hotel fails to construct the roadway
as required, Bank shall have the right, in addition to its other rights and remedies allowed by
law, to construct the roadway at Hotel's expense.
7. Extension of Utilities.
Hotel shall, at his sole cost and expense, extend utilities to Tract A. Utilities
include, without limitation, natural gas, electricity, water, and sanitary sewer. If Hotel fails to
complete the extension of the utilities to Tract A by the 31st day of January 2007, Bank may
construct the utilities in accordance with the plans submitted to the City of College Station as
they relate to Tract A only. Hotel shall reimburse Bank for all of Bank's cost to design, permit
and construct the utilities. Bank shall have a lien on Tract B an amount equal to (i) an
engineer's estimate of the cost of design, permitting and construction of the utilities or (ii) the
actual cost to complete the construction of the utilities to Tract A, either of which accrue interest
at a floating rate equal to the Wall Street Journal prime rate of interest. The lien may be
perfected by the recording in the Official Records of Brazos County, Texas of an affidavit
.executed by Bank to the effect that Hotel failed to extend the utilities to Tract A in accordance
with this Agreement. Hotel, at its sole cost and expense, shall stub out the water line and sewer
line to Tract A and to a point north of that portion of the Easement Area that leads to Greens
Prairie Road.
8. Intentionally deleted.
9. Lien. Any lien arising pursuant to this Agreement may be enforced or foreclosed
in any manner allowed by law in a suit to foreclose a mortgage or mechanic's lien under the
applicable provisions of the laws of the State of Texas.
10. Maintenance of the Tracts. Each Party shall maintain its respective Tract,
together with any buildings, improvements and signage erected thereon, in good order,
condition and repair, ordinary wear and tear and damage by fire and other casualty excepted.
11. Insurance.
(a) The owner of each Easement Area shall secure and maintain appropriate
public liability insurance coverage against claims for bodily injury or death and property damage
occurring thereon.
(b) Mutual Release. Each Party for itself, and, to the extent it is legally
possible for it to do so, on behalf of its insurer and without affecting the coverage provided by
insurance required to be maintained by any Party hereunder, hereby releases and waives any
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right to recover against the other Party from any liability for (a) damages for injury to or death of
persons, (b) any loss or damage to property, including without limitation the property of any
Party, occupant or user located upon or in the Easement Area, (c) any loss or damage to
improvements in the Easement Area, (d) any risks, which loss or damage is of the type
generally covered by standard casualty insurance coverage, or (e) claims arising by reason of
any of the foregoing, to the extent that such damages and/or claims under (a) through (e) are
covered (and only to the extent of such coverage) by insurance actually carried by each Party.
Each Party shall, to the extent such insurance endorsement is available, obtain or cause to be
obtained, for the benefit of the other Party, at its own expense, a waiver of any right of
subrogation which the insurer of such Party may acquire against the other Party by virtue of the
payment of any such loss covered by such insurance.
12. Condemnation. In the event of any taking by condemnation or eminent domain
of the Easement Areas (or any portion thereof), the eminent domain award with respect thereto
shall belong solely to the owner of such Easement Area; provided, however, the portion of the
award allocable thereto shall be used to relocate, replace or restore the Easement Area to a
useful condition. The foregoing shall not, however, prevent any owner of the easement rights
over, across or under the Easement Area or portion thereof so condemned or taken from
asserting a collateral claim for damages concerning the Tract owned by such owner (even
though no portion thereof is taken) by reason of the taking or condemnation of such Easement
Area or portion thereof to the extent that such damages suffered may be awarded or paid by the
taking or condemning authority in recognition of reduced access, loss of business or similar
consequences. For the purpose of this paragraph, the term "taking" includes a voluntary
conveyance made under threat of or in anticipation of any involuntary eminent domain taking.
13. No Barriers. The owners of the Easement Area agree that no walls, fences or
other barriers of any kind shall be constructed or erected on its respective Easement Area, or
any portion thereof, by any person, if the effect thereof will prevent or impair vehicular and
pedestrian access within or across the Easement Area or to the Tracts as contemplated herein.
14. Agreement Runs With Land. This Agreement and the easements, rights
obligations and privileges granted herein shall constitute covenants running with the land, and
shall be binding upon and inure to the benefit of the respective successors and assigns of Bank
and Hotel as owners of any right, title or interest in Tract A and Tract B, respectively. If Tract A
or Tract B is subdivided and sold to disparate owners, each owner shall be liable for the pro rata
performance of the covenants and obligations contained in this Agreement in proportion to its
fee ownership.
15. Amendments. The provisions of this Agreement may be abrogated, modified,
rescinded or amended in whole or in part only with the consent of all owners of Tracts A, Tract B
and Tract C, by amendment, in writing, executed and acknowledged by all of said owners, duly
recorded in the office of the recorder in and for Brazos County, Texas.
16. Indemnity. Each party hereto (the "Indemnitor") agrees to indemnify, defend and
hold harmless the other party hereto (the "Indemnitee") from and against any and all liability or
damages which Indemnitee may suffer as a result of claims, expenses, losses, demands, costs
(including reasonable attorneys' fees), liens, judgments or awards against the Indemnitee
arising out of or as (i) a result of any construction or maintenance by or on behalf of Indemnitor
of any improvements made in accordance with the terms herein, (ii) arising out of or as a result
of any use of the easement(s) herein created by Indemnitor, its customers, guests, employees
and invitees, or(iii) arising from, due to or as a result of the death of any person or any accident,
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injury, loss or damage, howsoever caused to any person or property as shall occur in or about
the applicable Easement Area, and from any mechanic's or materialman's lien or claim therefor
arising by, through, or under the owner of such portion of the Easement Area, except claims
resulting from the negligence or willful act or omission of the indemnified owners or any tenant,
occupant, or visitor of that owner's Tract, or the agents, servants or employees of such
indemnified owner, wherever the same may occur.
17. Attorneys' Fees. In the event it becomes necessary for either party hereto to file
a suit to enforce this Agreement or any provisions contained herein, excluding any arbitration
proceeding, against any other person or party relating to violations, threatened violations, or
failure of performance of or under this Agreement, or any default hereunder, or to enforce the
provisions hereof then, and only in that event, the party prevailing in such action, including
without limitation foreclosure, shall be entitled to recover as an element of its cost of suit and not
as damages, reasonable attorneys' fees and expenses incurred in such suit, which amount shall
be filed by the court.
18. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be an original, and all of such counterparts together shall be deemed to
constitute one original agreement.
19. Hazardous Materials. Each Party shall not use, or permit the use of Hazardous
Materials on, about, under or in its respective Tract or the Easement Area, except in the
ordinary course of its usual business operations conducted thereon, and any such use shall at
all times be in compliance with all Environmental Laws. For the purpose of this section, the
term (i) "Hazardous Materials" shall mean: petroleum products, asbestos, polychlorinated
biphenyls, radioactive materials and all other dangerous, toxic or hazardous pollutants,
contaminants, chemicals, materials or substances listed or identified in, or regulated by, any
Environmental Law, and (ii) "Environmental Laws" shall mean: all federal, state or local laws
and regulations relating to pollution control, hazardous or toxic wastes, substances and
constituents, including hydrocarbonic substances, and other environmental and ecological
matters, including but not limited to the Federal Water Pollution Control Act (33 U.S.C. § 1251 et
seq.), Resource Conservation and Recovery Act (42 U.S.C., § 6901 et seq.), Safe Drinking
Water Act (42 U.S.C. § 300f et seq.), Toxic Substances Control Act (15 U.S.C. § 2601 et seq.),
the Clean Air Act (42 U.S.C. § 7401 et seq.), Comprehensive Environmental Response of
Compensation and Liability Act (42 U.S.C. § 9601 et seq.), and other comparable state laws.
20. Environmental Indemnity. Each Party will maintain its Tract and conduct its
business thereon in compliance with Environmental Laws. Each Party will maintain its
respective Easement Area in compliance with the Environmental Laws. If any Party shall
receive: (i) any notice of any violation or administrative or judicial complaint or order having
been filed or about to be filed against such Party or its Tract alleging violations of any federal,
state or local environmental law or regulation or requiring such Party to take any action in
connection with the release of any toxic or hazardous substance, waste or constituent, including
any hydrocarbonic substance, into the environment, or (ii) any notice from a federal, state or
local government agency or private party alleging that such Party may be liable or responsible
for costs associated with a response or cleanup of a release of a toxic or hazardous substance,
waste or constituent, including any hydrocarbonic substance, into the environment or any
damages caused by that release, such Party shall, within fifteen (15) days of receipt thereof,
provide the other Party with a copy of such notice and thereafter such Party shall at such Party's
sole cost diligently proceed to take all actions necessary to correct such violation. Each Party
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agrees to indemnify and hold the other Parties and such Party's occupants harmless from and
against all causes, claims, demands, losses, liabilities, costs and expenses.
21. Release of Parties: Assumption. If a Party (in this section the "Transferring
Party") sells, transfers or otherwise conveys its respective Tract, so that after such conveyance
the Transferring Party is no longer, either alone or with other persons, a Party, then, such
Transferring Party shall be released from all further future liabilities accruing under this
Agreement after the date of such transfer provided the transferee assumes or takes subject to
all obligations of the Transferring Party under this Agreement.
22. Exhibits. Each reference herein to an Exhibit refers to the applicable Exhibit that
is attached to this Agreement. All such Exhibits constitute a part of this Agreement and by this
Section are expressly made a part hereof.
23. Captions. The captions of the Sections of this Agreement are inserted only as a
matter of convenience and for reference. They do not define, limit or describe the scope of
intent of this Agreement and they shall not affect the interpretation hereof and shall not be
considered nor referred to in resolving questions of interpretation and construction.
24. Waiver of Default; Rights and Remedies Cumulative: A waiver by a Party of any
provision of this Agreement or of any default by any person must be in writing and no such
waiver shall be implied from any omission by a Party to take any action in respect of such
default if such default continues or is repeated. No failure by a Party to insist upon or to enforce
any provision of this Agreement shall constitute or be interpreted as a waiver thereof and no
provision of this Agreement shall be interpreted as waived, modified or amended by the acts or
conduct of the Parties hereto except as specifically expressed to be such in writing.
25. No Partnership, Joint Venture or Principal-Agent Relationship. Neither anything
in this Agreement nor any acts of the Parties hereto shall be construed or deemed by the
Parties hereto, or by any third person, to create the relationship of principal and agent, or of
partnership, or of joint venture, or of any association between the Parties hereto.
26. Severability. If any term, provision, covenant or condition of this Agreement
shall, to any extent, be invalid or unenforceable, the remainder of this Agreement shall be valid
and enforceable to the fullest extent permitted by law.
27. Governing Laws. This Agreement shall be construed and governed in
accordance with the laws of the State of Texas. This Agreement is not to be construed more or
less favorably between the Parties by reason of authorship or origin of language.
28. Default Shall Not Permit Termination of Agreement. No default under this
Agreement shall entitle any Party to cancel, rescind or otherwise terminate this Agreement;
provided, however, that this limitation shall not affect, in any manner, any other rights or
remedies that the parties may have by reason of any default under this Agreement.
29. Right to Enjoin. In the event of any violation or threatened violation of any of the
terms, restrictions, covenants, conditions or other provisions of this Agreement by a Party or any
other person, any Party shall, in addition to the rights provided herein or at law or in equity, have
the right to apply to a court of competent jurisdiction for an injunction against such violation or
threatened violation and to obtain and enforce the same.
30. Time of Essence. Time is of the essence with respect to the performance of
each of the terms, provisions, covenants and conditions contained in this Agreement. Unless
otherwise specified, all references to "days" shall mean and refer to calendar days. In the event
the date for performance of any obligation hereunder shall fall on a Saturday, Sunday or federal
legal holiday, then that obligation shall be performable the next following regular business day.
31. Notices. Any notice required or permitted to be delivered hereunder or by law
shall be deemed to be received when a receipt or other evidence of delivery is signed by or on
behalf of the addressee, or when such delivery is refused, provided such notice is sent by (a)
United States certified mail, return receipt requested, or (b) a national overnight delivery service
which provides written evidence of receipt, and provided such notice is addressed to the Parties
hereto at the respective addresses set out below, or at such other address as they shall have
theretofore specified by written notice delivered in accordance herewith:
If to Bank: First National Bank of Bryan
2807 S. Texas Avenue
Bryan, TX 77802
Attn: President
Phone: (979) 779-1111
Fax: (979) 823-2639
If to Hotel: Texas Hotel Management, L.P. and Salim Ismail
C/o Fred Bayliss
1305 W. Villa Maria
Bryan, TX 77801
Phone: 0)9 )51,/•360/
Fax: (97q ) z40 •s709
Notices may also be given by hand delivery and shall be effective upon actual receipt by
the intended recipient. if and when included within the term "Bank" or " Hotel" there is more
than one person or legal entity, all shall jointly arrange among themselves for one (1) among
their numbers to receive at one (1) specified address all such notices and payments and all
such parties included within the term "Bank" or " Hotel" shall be bound by notices delivered to
such Party by any Party in accordance with the provisions of this paragraph as if each had
received such notice.
32. Term of this Agreement. This Agreement shall be effective as of the date first
above written and shall continue in full force and effect unless and until it is terminated by a
recorded instrument signed by the Parties.
33. Wall Street Journal Prime Rate. As used herein "Wall Street Journal Prime Rate"
refers to the highest variable rate of interest, per annum, regularly published in the "Money
Investing" section of The Wall Street Journal Newspaper as the PRIME RATE under the
MONEY RATES. As presently published such rate is followed by the words "The base rate on
corporate loan at large U.S. Money Center Banks." In the event the Wall Street Journal
ceases to publish a prime rate in exactly this manner, the rate as given by the new manner of
publication will be used, so long as it continues to represent "The base rate on corporate loans
at large U. S. Money Center Banks." In the event the Wall Street Journal ceases to be
published, or ceases to publish a prime rate conforming to the previous sentence, the prime or
base rate of the Chase Manhattan Bank, N.A., New York, New York will be used.
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IN WITNESS WHEREOF, the undersigned have executed this Reciprocal Easement
Agreement as of the date hereinabove set forth.
BANK:
FIRST NATIO '., ,ANK OF BRYAN
By: . _
Name: 3-w'i e
Title: 6-K•45-cuTAvE�\� V —�
E \�
THE STATE OF TEXAS §
§
COUNTY OF BRAZOS §
_ BEFORE ME, the undersigned, a Notary Public, on this day personally appeared
ti$f>7 f., fox , '/">° of First National Bank of Bryan, known to me to be the
person whose name is subscribed to the foregoing instrument and acknowledged to me that he
has executed the same in his individual capacity
GIVEN UNDER MY HAND AND SEAL OF OFFICE this J 7 'day of September, 2006
Z'''''- "..,' ' ' ,
cr�wY�:; FRED BAYLISS �•t.r Public, Stat- of Texas
Nva
My Commission Expir: ` ' ` Notary Pubk,State of Texas
* ' i* My Commission Expires
{ `P14, .FV,:".+" DECEMBER 10,2007 )
HOTEL:
TEXAS HOTEL MANAGEMENT, L.P.
By: Salim M. Ismail, L.L.C., a Texas liability compan
inh
its sole general partner'
/j,10111 .„.•••0'.
Salim M. Ismail4111.
SALIM M. ISMAIL, Individually
THE STATE OF TEXAS §
§
COUNTY OF BRAZOS §
BEFORE ME, the undersigned, a Notary Public, on this day personally appeared Salim
M. Ismail, Individually and as President of Salim M. Ismail, L.L.C., sole general partner of Texas
Hotel Management, L.P., known to me to be the person whose name is subscribed to the
foregoing instrument and acknowledged to me that he has executed the same in his individual
capacity.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this '�_ day of .-.tember, 2006.
MyCommission Ex I',- r��?�e' 3. FRED BAYLISS
otary Pub'c, St.'- of Texas
p ��f `;° iVotary Public.State of Texas
*t' �* My Gammiss+on Expires
_ s; F , DECEMBER 10,2007
W*R.0 L
' (f-T ONE:
Metes and bounds description of all that certain tract of land lying and being situated in the Augustus Babille
Survey,Abstract No. 75,Brazos County,Texas. Said tract being a portion of the remainder of a called 58.95 acre
tract as described by a Deed to M. Mitchell Harper recorded in Volume 6167, Page 175 of the Official Public
records of Brazos County,Texas.
Said tract being more particularly described by metas and bounds as follows:
BEGINNING at a brass monument found on the southeast Line of Greens Prairie Road (variable width R.O.W.)
marking the north corner of said remainder of 58.95 acre tract and the west corner of the remainder of a called
24.97 acre tract as described by a Deed to J. L. Gaut recorded in Volume 1850, Page 248 of the Official Public
Records of Brazos County,Texas;
THENCE: S 48° 37' 56" E along the common line of said remainder of 58.95 acre tract and said remainder of
24.97 acre tract for a distance of 1392.27 feet to a 5/8 inch iron rod found on the west line of Arrington Road t50'
R.O.W.);
THENCE: S 02° 40' 52" E along the west line of Arrington Road for a distance of 1453.41 feet to a 5/8 inch iron
rod found marking the northeast corner of the remainder of a called 1.50 acre tract as described by a Deed to
Wellborn Special Utility District recorded in Volume 3989, Page 130 of the Official Public Records of Brazos
County,Texas;
THENCE: S 86°55' 10" W along the common tine of said remainder of 58.95 acre tract and said 1.50 acre tract
for a distance of 331.54 feet to a 5/8 inch iron rod found on the northeast line of the remainder of a called 10 acre
tract as described by a Deed to Kenneth Wolf recorded in Volume 265, Page 539 of the Deed Records of Brazos
County, Texas, said 10 acre tract currently owned by Norma Hagler according to the Brazos County .Appraisal
District,said iron rod found marking the northwest corner of said 1.50 acre tract;
THENCE: N 4.8°37' 56" W along the common line of said remainder of 58.95 acre tract and said remainder of 10
acre tract for a distance of 1778.31 feet to a 1/2 inch iron rod found marking a west corner of this herein
(I-scribed tract,said iron rod found being in a counterclockwise curve having a radius of 900.00 feet;
THENCE: through said 58.95 acre tract for the following calls:
Along said curve through a central angle of 06° 23' 19" for an arc distance of 100.35 feet chord N 55"30'
36" E- 100.30 feet) to a point marking the ending point of said curve;
S 87° 27' 10" E for a distance of 70.98 feet to a point marking the beginning of a counterclockwise curve having a
radius of 900.00 feet;
Along said curve through a central angle of 05' 26' 26" for an arc distance of 85.46 feet (chord bears: S 45° 22'
28"E-85.43 feet) to a 1/2 inch iron rod found marking the ending point of said curve;
N 42"08' 41" E for a distance of 100.75 feet to a 1/2 inch iron rod found marking the beginning of a clockwise
curve having a radius of 800.00 feet;
Along said curve through a central angle of 05° 28' 23" for an arc distance of'76.42 feet (chord bears: N 45° 57'
07" W - 76.39 feet) to a point marking the ending point of said curve and the beginning of a clockwise curve
having a radius of 794.99 feet;
Along said curve through a central angle of 13°36' 43" for an arc distance of 188.87 feet (chord bears: N 31° 20'
33" W- 188.42 feet) to a 1/2 inch iron rod found marking the ending point of said curve;
N 29°05' 06" W for a distance of 278.36 feet to a 1/2 inch iron rod found;
EXHIBIT tq
Page f of p-' Pages
N 02° 00' 19" W, at 76.39 feet pass a 1/2 inch iron rod found, continue on for a total distance of 76.91 feet to a
point on the southeast line of Greens Prairie Road marking the northwest corner of this herein described tract;
THENCE: N 45°46' 07" E along the southeast line of Greens Prairie Road For a distance of 258.53 feet to a brass
monument found marking an angle point in said line;
THENCE: N 40°55' 29" E continuing along the southeast line of Greens Prairie Road for a distance of 573.23 feet
to the PONT OF BEGINNING containing 54.21 acres of land as surveyed on the ground January,2006.
SAVE AND EXCEPT, Lot One (1), Block Two (2), GREENS PRAIRIE CENTER, Phase 1, a
subdivision in the City of College Station, Brazos County, Texas, according to the plat recorded in
Volume 7475, Page 76 of the Official Records of Brazos County, Texas.
14771LT TWO:
Lot One (1), Block One (1), GREENS PRAIRIE CENTER, Phase 1, a subdivision in the City of
College Station-, Brazos County, Texas, according to the plat recorded in Volume 7475, Page 76
of the Official Records of Brazos County, Texas.
EXHIBIT
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EXHIBIT 13 I ' \. / J v
Page 1 of Pages I,1 I
Page 2 of 3
FIELD NOTES
0.1517 ACRE PRIVATE ACCESS EASEMENT
Being all that certain tract or parcel of land lying and being situated in the AUGUSTUS
BABILLE SURVEY, Abstract No. 75 in College Station, Brazos County, Texas and
being part of Lot 1, Block 2, GREENS PRAIRIE CENTER, PHASE 1 as recorded in
Volume 7574,Page 76 of the Official Records of Brazos County,Texas(O.R.B.C.)and
being more particularly described by metes and bounds as follows:
COMMENCING: at a found 1/2-inch iron rod marking the most westerly corner of said
Lot 1,Block 2,said iron rod also marking the north corner of the City of College Station
called 2.13 acre tract described in Volume 5960, Page 284 (O.RB.C.) and being in the
southeast line of the 0.927 acre State of Texas right-of-way tract (known as State
Highway No. 40)recorded in Volume 4677, Page 19 (O.RB.C.),from whence a found
TxDOT concrete monument with brass disk bears S 45'43'26"W at a distance of 338.24
feet for reference;
THENCE: along the common line of the southwest line of said Lot I,Block 2 and the
said northeast line of the called 2.13 acre tract for the following three(3)calls:
I) S 02'03'58"E for a distance of 76.98 feet to a found 1/2-inch iron rod(w/cap
Strong RPLS#4961);
2) S 29' 08' 45" E for a distance of 278.36 feet to a found 1/2-inch iron rod
• (w/cap Strong RPLS#4961);
3) 60.90 feet in a counter-clockwise direction along the arc of a curve having a
central angle of 04' 23'20",a radius of 794.99 feet, a tangent of 30.46 feet
and a long chord bearing S 26° 47' 31" E at a distance of 60.88 feet to the
POINT OF BEGINNING;
THENCE:S 76°42'20"E into the interior of the beforesaid Lot 1,Block 2 for a distance
of 41.20 feet for corner;
THENCE: N 56' 39' 23" E for a distance of 94.98 feet to the Point of Curvature of a
curve to the left;
THENCE: 156.57 feet along the arc of said curve having a central angle of 15'44' 16",a
radius of 570.00 feet,a tangent of 78.78 feet and a long chord bearing N 48'47' 15"E at
a distance of 156.07 feet for corner in the southeast line of said Lot 1,Block 2;
THENCE:S 40'55'07"W along the said southeast line for a distance of 290.60 feet to a
found 1/2-inch iron rod for corner marking the south corner of said Lot 1,Block 2,said
iron rod also being in the said northeast line of the called 2.13 acre tract;
THENCE: 87.47 feet in a clockwise direction along the arc of a curve having a central
angle of 06' 18' 14", a radius of 794.99 feet, a tangent of 43.78 feet and a long chord
bearing N 32° 08' 19" W at a distance of 87.42 feet to the POINT OF BEGINNING and
containing 0.1517 acres(6,607.8 square fee)of land,more or less.
1,Kevin R McClure,Registered Professional Land Surveyor No.5650 in the State of
Texas do certify that this survey substantially complies with the current Texas Society of
Professional Surveyors Standards and Specifications for a Category 1B,Condition II
Survey.
Kevin R.McClure,R.P.L.S.#5651. KEVIN R.McCLURE
`•„ 5650 ., ,/
�O�Fss................4
± .YHIBIT `9N9 SUfl�� '
I'age a of 3 Pages
Page 3 of 3
FIELD NOTES
0.0031 ACRE PRIVATE ACCESS EASEMENT
Being all that certain tract or parcel of land lying and being situated in the AUGUSTUS
BABILLE SURVEY, Abstract No. 75 in College Station, Brazos County, Texas and
being part of Lot I, Block 2, GREENS PRAIRIE CENTER, PHASE I as recorded in
Volume 7574,Page 76 of the Official Records of Brazos County,Texas(O.R.B.C.)and
being more particularly described by metes and bounds as follows:
COMMENCING: at a found 1/2-inch iron rod marking the most westerly corner of said
Lot I,Block 2,said iron rod also marking the north corner of the City of College Station
called 2.13 acre tract described in Volume 5960,Page 284 (O.R.B.C.)and being in the
southeast line of the 0.927 acre State of Texas right-of-way tract (known as State
Highway No. 40)recorded in Volume 4677,Page 19(O.R.B.C.), from whence a found
TxDOT concrete monument with brass disk bears S 45'43'26"W at a distance of 338.24
feet for reference;
THENCE:N 45'43'26"E along said right-of-way tract for a distance of 258.45 feet to a
found TxDOT concrete monument with brass disk;
THENCE: N 40' 52'02" E continuing along said right-of-way for a distance of 196.40
feet to a found 1/2-inch iron rod marking the north corner of said Lot 1,Block 2;
THENCE:S 49'08'05"E along the northeast line of said Lot 1,Block 2 for a distance of
407.63 feet to the POINT OF BEGINNING;
THENCE: S 49° 08' 05" E continuing along said northeast line for a distance of 25.02
feet to a found 1/2-inch iron rod marking the east corner of said Lot 1,Block 2;
THENCE: S 40' 55'07" W along the southeast line of said Lot 1, Block 2 for a distance
of 25.02 feet for corner;
THENCE: 39.29 feet in a counter-clockwise direction through said Lot 1, Block 2 and
along the arc of a curve having a central angle of 90' 03' 12", a radius of 25.00 feet, a
tangent of 25.02 feet and a long chord bearing N 04'06'29"W at a distance of 35.37 feet
to the POINT OF BEGINNING and containing 0.0031 acres(134.4 square feet)of land,
more or less.
I, Kevin R. McClure, Registered Professional Land Surveyor No. 5650 in the State of
Texas do certify that this survey substantially complies with the current Texas Society of
Professional Surveyors Standards and Specifications for a Category 1B, Condition II
Survey.
"Q°CE..� ,T ,
,? (C' _ 9/,4/� -,� �&g7.;; .l9
.'q .0.....,s,
Kevin R.McClure,R.P.L.S.#565114,KEVIN R.McCLURE '-
' -0 5650 „
N�SURnE�z a
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EXHIBIT 5
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EXHI3IT e '.\ / /�;—$
Page 1 of o- Pages
Page 2 of 2
FIELD NOTES
PROPOSED PRIVATE ACCESS EASEMENT
1.448 ACRES
Being all that certain tract or parcel of land lying and being situated in the AUGUSTUS
I3ABILLE SURVEY,Abstract No.75 in College Station,Brazos County,Texas and being part of
the 54.21 acre Tract One described in the deed from Greens Prairie Development, Ltd. to Texas
Hotel Management LP. and Salim Ismail recorded in Volume 7117, Page 135 of the Official
Records of Brazos County,Texas(O.R.B.C.)and being more particularly described by metes and
bounds as follows:
COMMENCING: at a I/2-inch iron rod set for the most westerly corner of the said 54.21 acre
tract,said iron rod also marking the north corner of the City of College Station called 2.13 acre
tract described in Volume 5960,Page 284(O.R.B.C.)and being in the southeast line of the 0.927
acre State of Texas right-of-way tract (known as State Highway No. 40) recorded in Volume
4677,Page 19(O.R.B.C.),from whence a found TxDOT concrete monument with brass disk bears
S 45°43'26"W at a distance of 338.24 feet for reference;
THENCE:N 45° 43'26" E along said right-of-way tract for a distance of 258.45 feet to a found
TxDOT concrete monument with brass disk;
THENCE:N 40'52'02"E continuing along said right-of-way for a distance of 196.40 feet to a set
I/2-inch iron rod for the POINT OF BEGINNING;
THENCE: N 40° 52' 02" E continuing along said right-of-way for a distance of 60.00 feet for
corner;
THENCE:into the interior of the said 54.21 acre tract for the following eight(8)calls:
1) S 49'08'05"E for a distance of 492.71 feet for comer,
2) S 40° 55'07"W for a distance of 423.60 feet to the Point-of-Curvature of a curve to the
right,
3) 173.05 feet along the arc of said curve having a central angle of 15°44' 16",a radius of
630.00 feet, a tangent of 87.07 feet and a long chord bearing S 48° 47' 15" W at a
distance of 172.50 feet to the Point-of-Tangency,
4) S 56'39'23"W for a distance of 95.01 feet for.corner,
5) S 10°03'02"W for a distance of 41.22 feet for corner in the northeast Iine of the City of
College Station called 2,13 acre tract,
6) 32.55 feet in a clockwise direction along the arc of a curve having a central angle of 02'
20'45",a radius of 794.99 feet,a tangent of 16.28 feet and a long chord bearing N 36'
27'48"W at a distance of 32.55 feet to a 1/2-inch iron rod set for corner;
7) N 40°55'07"E for a distance of 654.14 feet to a 1/2-inch iron rod set for corner and
8) N 49° 08' 05" W for a distance of 432.65 feet to the POINT OF BEGINNING and
containing 1.448 acres(63081.8 sq.ft.)of land,more or less.
I, Kevin R. McClure, Registered Professional Land Surveyor No. 5650 in the State of Texas do
certify that this survey substantially complies with the current Texas Society of Professional
Surveyors Standards and Specifications for a Category 1B,Condition II Survey.
OF.TF��
�'�-- �171a� C�T�°' Fos
Kevin R.McClure,R.P.L.S.#5650 KEVIN Fl.McCLURE •
s o9 5650 : fi P.,i
EXHIBIT
Page c7"\ of A. Pages